An animated film inspired by the Ultimate comics, Peter Parker sets out to discover the mysterious truth about what happened to his parents once, and S.H.I.E.L.D. has the answers he needs.


  • Peter Parker/Spider-Man (Jason Marsden) - discovers his parents once worked on the Super Soldier Program once with Franklin Storm, Bruce Banner and Hank Pym for S.H.I.E.L.D.
  • Mary Jane Watson (Emmanule Chirqui)
  • S.H.I.E.L.D.:
    • Nick Fury (Shemar Moore) - knows knowledge of what happened during the incident with the Hulk in the past, and helps Peter by giving him the files
    • Maria Hill (Cote DePablo)
    • Jimmy Woo (James Sie)
    • Clay Quatermain (Sam Witmer)
    • Dum Dum Dugan (Bill Fagerbakke)
  • May Parker (Miriam Miragoyles)
  • Harry Osborn (Kevin Miller)
  • Flash Thompson (Kirk Thornton)
  • J. Jonah Jameson (Wade Williams)
  • Richard Parker (David Oyelewo) - Peter's father who was once wounded in the Super Soldier Program by the Hulk
  • Mary Parker (Jessica DiCicco) - Peter's mother who was once wounded in the Super Soldier Program by the Hulk
  • Fantastic Four:
    • Reed Richards/Mr. Fantastic (David Hyde Pierce)
    • Susan Storm/Invisible Woman (Nichole Sullivan)
    • Johnny Storm/Human Torch (Will Friedle)
    • Ben Grimm/Thing (Clancy Brown)
  • Janet Pym/Wasp (Grey DeLisle) - Hank's wife


  • Nick Fury (Shemar Moore) - Reason: Peter knows he started the program
  • Franklin Storm (Victor Garber) - Johnny and Sue's father, Reason: He has the file on the program.
  • Bruce Banner/Hulk (Ian James Corlett/Fred Tatasciore) - Reason: his transformation into the Hulk accidentally hurt Richard and Mary Parker in the first place
  • Hank Pym/Giant Man (Nolan North) - Reason: he injected the serum into Banner, creating the Hulk


  • Flash Thompson/Shocker (Kirk Thornton) - the film's main antagonist, revealed to become The Shocker to confront Spider-Man, Reason: His father Emmit Thompson was the actual killer of Peter's parents and frames Hulk, only to be arrested by S.H.I.E.L.D. and ever since he wanted revenge.


15 years ago:Edit

The president asks Fury for an update on “Project Rebirth.” It’s coming along, Fury replies. Is that French for “You’re jerking me around?” the president asks annoyed. Fury insists he said what he meant. They seem up. Involved. They’re in the right headspace. Banner in particular. He doesn’t think the man sleeps. Fury adds that letting the army poach Doctor Storm out from under him for the Baxter Building project didn’t help them any..

The president apologizes but he has many fish to fry. If Fury finds someone else who can replace him, he has the money to do it. He suggests Howard Stark and his boy. But Fury doesn’t want that. Now that Parker is back from his leave… Where did he leave to? the present asks. He’s supposed to be working on a top secret….

His wife had a baby, comes the reply. Fury gave him a couple of weeks. The president is still getting impatient, but so far all the results are negative.

Banner suddenly announces he thinks he has it. Parker doesn’t believe it while Pym is eager to see. A moment later, he hesitatingly states it’s interesting. Parker insists he doesn’t have it. Bruce wants to have it. Doesn’t mean he does.

They should get some dogs and cats to do some testing, Pym suggests. Show it to Fury, Parker insists. Or show it to Fury, Pym amends. Banner is against it. If they show it to Fury, he will take it and hand it off to army scientists and they’ll never see the end of this and never get the credit and they’ll never get the….

No he won’t, Pym defends Fury. This is his project. It’s not his only project, comes the reply. The man is working on all kinds of angles on this. Who told him that? Parker asks mockingly, his girlfriend? Betty knows how the military works, Bruce states glumly.

Later, Pym and Banner are alone in the lab, Banner has been drinking. Pym asks him how sure he is on a scale from one to ten that this works. Damn sure. He wants to test it? Pym asks. On him? Calling him “kid,” Banner refuses. Why not? Pym asks. Seriously, he wants it. He’ll do it himself, Banner decides. Pym can spot him. Pym agrees.

Pym makes sure that Parker is out of the building and begins recording. Excited, he adds they can show it when they pick up their nobels.

Outside, Parker greets his wife who has brought their baby Peter. He wanted to see where his daddy works, she jokes. Did he say that? he asks. A mother can tell, she deadpans.

Inside, Pym injects Banner.

Outside, the Parkers discuss getting bikes.

Inside, Pym asks how Banner feels. Banner’s eyes begin to glow green.

The Parkers hear a booming noise. Pym runs outside panicked, babbling. Parker orders his wife to go to the car and lock herself inside. What did you--? he asks horrified, looking at the giant shadow emerging from the building.

Mrs. Parker hears a noise and a scream as the building seems to explode. The walls collapse and she is hit by debris, managing to cover her son.

The transformed Banner, a green Hulk, looks down at the dying woman and the unhurt baby. He looks around, sees the devastation and returns to the form of Bruce Banner. Seeing the dead Mary Parker, he whimpers “no” and runs. He didn’t mean to … he pleads and Nick Fury kicks him in the face. What did you do? he shouts at him several times, until noticing the gurgling baby.

He takes Peter up and gently tells him this wasn’t supposed to happen this way. Peter grins up at him. Things got a little crazy, Fury tells him. He carries Peter away and states the good news is Peter is so young, he won’t remember any of this.