Ultimate Spider-Man Season 2 (Larry1996's version)

A Second Season based off of Ultimate Spider-Man has been confirmed to air in 2013.

Main

 * Spider-Man (Drake Bell) - in "Seven Little Superheroes", his SHIELD file said, "Richard Parker was a scientist who was working with S.H.I.E.L.D. He was researching with Dr. Henry Pym, Dr. Bruce Banner, and Dr. Franklin Storm to reverse-engineer the Super Soldier formula for S.H.I.E.L.D. (based on Nick Fury's genetic sample). Banner mistakenly believed he solved the formula and tested on himself for credit, however the process created the Hulk. At the time, Richard Parker went to see his wife and baby Peter outside the research facility; Hulk destroyed the facility, resulting in the deaths of Peter's parents. Hulk's humanity only awakened after seeing baby Parker and reverted back to Banner. Fury had Banner arrested and had Peter sent to his Aunt May and Uncle Ben.", in bigger heartbreak revealed to be a clone.
 * Nova (Logan Miller) - in "Seven Little Superheroes", his SHIELD file said, "Sam Alexander is a fifteen year-old living in Carefree, Arizona with his father, mother, and sister. His father is a drunk who often talks about his life as a Nova Centurian. When Sam comes home from school to find his father missing, Sam accidentally injures himself and wakes up in a hospital. There, he is greeted by Rocket Raccoon and Gamora, who reveal Sam's father actually was in the Nova Corps."
 * White Tiger (Caitlyn Taylor Love) - in "Seven Little Superheroes", her SHIELD file said, "her father was killed by Kraven the Hunter, the White Tiger legacy was exceeded by Ava"
 * Iron Fist (Greg Cipes) - in "Seven Little Superheroes", his SHIELD file said, "Daniel Rand defeated the almighty Dragon Shou-Lao, gaining the power of Iron Fist from its molten heart."
 * Power Man (Ogie Banks) - in "Seven Little Superheroes", his SHIELD file said, "Dr. Noah Burstein recruited Lucas as a volunteer for experimental cell regeneration based on a variant of the Super-Soldier process he had previously used to empower Warhawk. Burstein immersed Lucas in an electrical field conducted by an organic chemical compound; when he left Lucas unattended, Rackham misused the experiment's controls, hoping to maim or kill Lucas. Lucas's treatment was accelerated past its intent, inducing body-wide enhancement that gave him superhuman strength and durability."
 * Nick Fury (Chi McBride)

Supporting

 * Phil Coulson (Clark Gregg)
 * Mary Jane Watson (Tara Strong)
 * J. Jonah Jameson (J.K. Simmons)
 * Joseph "Robbie" Robertson (Kevin Michael Richardson)
 * Aunt May Parker (Misty Lee-Dini)
 * Stan the Janitor (Stan Lee)
 * Gwen Stacy (Colleen O'Shaughnessey)
 * Eugene "Flash" Thompson (Matt Lanter)
 * Jeanne De Wolfe (Kari Wuhurr)

Heroes

 * Iron Man (Adrian Pasdar)
 * The Hulk (Fred Tatasciore)
 * Captian America (Roger Craig Smith)
 * Thor (Travis Willingham)
 * Ms. Marvel (Susan Eisenberg)
 * Hawkeye (Troy Baker)
 * Black Widow (Laura Bailey)
 * Falcon (Bumper Robinson)
 * Vision (Phil LaMarr)
 * Fantastic Four:
 * Mr Fantastic (David Hyde Pierce)
 * The Thing (Clancy Brown)
 * Invisible Woman (Nichole Sullivan)
 * Human Torch (Will Friedle)
 * X-Men: - the X-Men were disbanded because of the Destruction of the Institute!
 * Prof. Charles Xavier (Corey Burton) - has been outraging students with his raise of tutition
 * Wolverine (Steven Blum)
 * Cyclops (Rino Romano) - has been promoting his new line of sunglasses after the disbandment of the X-Men
 * Storm (Whoopi Goldberg) - has been locked up by the Government for the snowstorm in July after the disbandment of the X-Men
 * Jubilee (Lauren Tom) - has been starting a new pop music career, after the disbandment of the X-Men
 * Beast (Diedrich Bader) - has been starting his new line of haircare products after the disbandment of the X-Men
 * Rogue (Ashley Johnson) - has been questioned for shaking the mayor's hand hospitalized after the disbandment of the X-Men
 * Shadowcat (Hynden Walch) - has been starring as a leading character of Bella Swan in a movie, "Howlers", which is based on Twilight after the disbandment of the X-Men
 * Dazzler (Pink) - her new album hit platinum was hitting
 * Guardians of the Galaxy
 * Adam Warlock (Adam West)
 * Groot (Michael Clarke Duncan (1st time), Kevin Grevioux)
 * Drax the Destroyer (David Sobolov)
 * Gamora (Nika Futterman)
 * Quasar (Yuri Lowenthal)
 * Rocket Raccoon (Dee Bradley Baker)
 * Star-Lord (Jim Meskimen)
 * Peter Parker/ Spider-Man (Jason Marsden) - escapes the Skrull ship, and retakes his place from his clone (Drake Bell).

Asgardians

 * Odin (Corey Burton)
 * Sif (Tara Platt)
 * Beta Ray Bill (Jeff Bennett)
 * Hogun (Jim Cummings)

Others

 * Doctor Strange (Jack Coleman)
 * Elektra (Ming Na)

Villains

 * Norman Osborn/Green Goblin (Steven Weber) - has been looking for a new host for Venom
 * Harry Osborn/HobGoblin (Matt Lanter) - wants revenge on Spider-Man for his father's mutation
 * Eddie Brock Jr. (Troy Baker) - Peter Parker's childhood friend and becomes the new venom!
 * Dr. Doom (Mark Hamill)
 * Thanos (Michael Ironside)
 * Sinister Six:
 * Dr. Octopus (Corey Burton) - escapes from the Skrull mother ship, and is humor of the Spider-Man!
 * Rhino (Max Mittelman)
 * Kraven the Hunter (Diedrich Bader)
 * Beetle (Steve Blum)
 * Electro (Christopher Daniel Barnes)
 * Curt Connors/Lizard (Dee Bradley Baker)
 * Skrulls:
 * Skrull Doc Ock (Tom Kenny) - for his failure in season 1, and 2, and for getting the voice wrong makes him look like a humiliation and forced to work under super Skrull!
 * Super-Skrull (Corey Burton) - becomes Skrull Doc Ock's master!
 * Skrull Thing (David Boat) - one of Super Skrull's incompetant Skrulls.
 * Galactus (David Kaye) - main antagonist and transforms Nova into his Herald!
 * Abomination (French Stewart)
 * Juggernaut (Kevin Michael Richardson)
 * Chameleon (Andre Solliquizo)
 * Magneto (Ron Perlman)
 * Bolivar Trask (David Lodge) - C.E.O. of Trask Enterprizes, appeared in the 3-part season 2 finale, accusing Spider-Man of Green Goblin's birth

HYDRA

 * Red Skull (James Remar)
 * Madame Hydra (Vanessa Marshall)
 * Baron Strucker (Jim Cummings)

Wrecking Crew

 * Wrecker (John DiMaggio)
 * Piledriver (Cam Clarke)
 * Bulldozer (Kevin Michael Richardson)
 * Thunderball (Chi McBride)

A.I.M.

 * M.O.D.O.K (Corey Burton, using Megatron's tone)

Asgardians

 * Loki (Troy Baker)
 * Skurge the Executioner (Travis Willingham)