|Air date||June 9, 2013|
|Written by||Man of Action & Scott Mosier|
|Directed by||Phil Pignotti|
Itsy Bitsy Spider-Man
|“||If I stopped fighting every time something went wrong with my tech, I would have given up the hero gig a long time ago.||”|
— Iron Man
Swarm is the 11th episode of the second season of Ultimate Spider-Man. It aired on June 9, 2013.
Spider-Man battled Juggernaut as he tried to eat a hotdog, with no way to stop him he attaches a Spider-Tracer to his helmet. This is a new device he developed so he can track criminals. As he was about to attack Spider-Man, Iron Man appears and blast him, but he just keeps running straight into a building, as it collapses the two try to stop the fall. Spider-Man tries to uses his tracer to track Juggernaut, but being a prototype it does not work. Spider-Man goes to Stark Industries, but the employees were being attacked by robotic arms and other machines. It is revealed they being controlled by Michael Tan who was a disgruntled employee at Stark Industries who was fired after Tony Stark rejected his technopathic devices. Michael swears he will get his revenge on Stark, and activates his latest creation, which seemingly vaporizes him. Unknown to Stark and Spider-Man Michael's molecules had been dispersed, and his consciousness found a new host in one of Spider-Man's Spider-Tracers. During a second battle with the Juggernaut, the Spider-Tracers begin to rapidly multiply, and Michael makes this fluid-like collection of Spider-Tracers his new body. Michael, now calling himself "Swarm" attacks Spider-Man and Iron Man, destroying the Hall of Armor in the process. Swarm is only defeated after the two heroes fly through the villain's "mouth" and Spider-Man neutralizes the Spider-Tracers.
- Drake Bell as Spider-Man/Peter Parker
- Eric Bauza as Swarm/Michael Tan
- Adrian Pasdar as Iron Man/Tony Stark
- Kevin Michael Richardson as Juggernaut/Cain Marko
- J.K. Simmons as J. Jonah Jameson