From its inception, Marvel's "Ultimate Spider-Man" animated series on Disney XD has been chock full of four wall-breaking humor. So it's no surprise that its incoming Sunday episode got its start at the keyboards of two creators who are well versed in busting each others' chops: Joe Quesada and Jimmy Palmiotti.

The duo have served many roles together in comics over the years from their long penciler/inker partnership to their Editorial reign at Marvel Knights in the '90s with various writing gigs in between. But with March 24's episode of "Ultimate Spider-Man," Marvel CCO Quesada and prolific scripter Palmiotti took their friendly humor and zeroed it in on the city of Boston. The final result is an episode titled "Spidah-Man" which was outlined by Quesada and scripted by Palmiotti with a final teleplay by the show runners of Man of Action.

"Hit that Spi-DAH," Quesada said as to how the episode should be pronounced. "You've just got to do your worst JFK impersonation."

"It's not JFK, actually. It's just another Kennedy drunk," laughed Palmiotti.

Quesada related to CBR News how the story pitch and final collaboration came about from his early talks with executive producer Jeph Loeb. "It originally started with me coming to Jeph and saying, 'I'd love to pitch an episode, but I don't think I have time to write a full script. But I'd love to write the outline," the Marvel CCO said. "I pitched Jeph and the group, and they really liked the episode. They came to me and asked who I'd like to have script it, and I said 'It's been a while since Jimmy and I collaborated on anything.' We have a long history of collaborating, and he's probably the partner I've teamed with on the most things in my years in the industry. So I thought, 'Let's put the band back together.'"

"It's funny because when I got the outline, I just heard Joe's voice," Palmiotti added. "It was easy. The animated show has a real sense of humor to it, and especially this episode, I think. It was a pretty good match for the both of us with the other guys looking over our shoulder." The writer laid out the easy to grasp concept of the story, explaining, "In this episode, Spider-Man gets an offer from the mayor of Boston to be Boston's superhero, and it's pretty damn funny."

"This is one of the sillier ones, to say the least," Quesada noted. "We have a lot of straight ahead superheroics in the show, but every once in a while we have a little romp or a farce into the season. This is one of those episodes. Jimmy's so good with humor that I thought he'd be perfect for this. It's a fish out of water story, but it's particularly about a New Yorker who's a fish out of water. Between Jimmy and I, we're pretty New Yorker. So it was easy for us to related to."

"To be honest with you, my favorite line of the entire episode did not make it in because it was going to be too inside baseball for kids. There's a point where Spider-Man, in order to get into Boston's favor, makes fun of the Yankees. And he's cheered by Boston's populace, but we had to get that out of there because most kids wouldn't get that, especially internationally."

But one very unique twist the pair got to add to the show was The Boston Terror-ers - a new superteam based on some of Beantown's most iconic figures. "The key to working on a show like this is that you write what you feel might be the best joke, and then the rest of the crew comes along and says, 'You can't say that!'" laughed Palmiotti. "But that said, Joe gave me the outline for this, and I was laughing out loud. It's all here. It's insane. And it's got new characters because Boston has to have their own superheroes, and Joe came up with great names for them like Slam Adams, Plymouth Rock and Salem's Witch."

New Marvel hero Slam Adams.

"I can't take full credit for all those names. We sat around the room and worked on them together," Quesada recalled. "Harrison Wilcox who is a producer on the show is from Boston, so he took this very, very personally. And he was really instrumental in drumming up a bunch of Boston landmarks and words to put in. Through that we put together this whole superhero team that confronts Spidey. The fun thing is that this is a team we've never seen in the comic books. We created this from whole cloth for the Spider-Man mythos...I gave the animators some written cues as to what they should look like. They're a bit of an analogue to the Avengers, but they came out really great.

"And I should say that the idea of Spider-Man coming to Boston originated in publishing. It came up in one of the original Spider-Man conferences we had back in the day with Mark Waid, Dan Slott, Marc Guggenheim and Bob Gale. It was maybe at the second summit for Brand New Day. That's where the grain of this idea came out, and we never got to fulfill it in publishing. So I went to [Senior Editor] Steve Wacker and said, 'Hey, do you mind if I borrow that idea for the show,' and he was cool with it."

But as two New Yorkers at heart, could the pair really write an episode that gave Boston a fair shake? "It's definitely not a slam on Boston," Quesada promised. "We make some fun of the city, but we also show what's at the heart of it. They do love Spider-Man there. And at the end of the day, Boston is very much like New York but with a different accent. It's got a lot of heart."

"The rivalries are there because they're so much alike," Palmotti said. "It's silly. The cities share so much in common. We're both obsessed with food and sports and how great our cities are and their histories. Both cities have pride, so while we poke fun at Boston, we poke fun at everything including Spider-Man. He gets it pretty good here."

Overall, though he's been scripting cartoon shows for a number of years, Palmiotti explained that he had to adapt unique challenge of "Ultimate Spider-Man's" humor style. "What was great was that there are scenes where Spider-Man breaks the fourth wall. It left a lot of opportunities to put humor on the page but also bring in a lot of visual humor. There's something he says or talks about, and then we get to cut to a real visual gag. That's something that's not really done in a lot of other animated shows. Joe and I grew up with Spider-Man. We hear Peter Parker's voice in our heads, so we know what he'd do or say. When something completely ridiculous happens in the show, it's like we're looking at each other and saying, 'This is ridiculous. How can we make it more visual and fun for the audience?'"

Quesada also spoke briefly on the larger plans for the next phase of the Marvel Universe block on Disney XD which will soon include new series "Marvel's Avengers Assemble" and "Hulk: Agents of S.M.A.S.H." The latter show will put a classic Saturday morning twist on the Green Goliath. "It's not unlike 'Spider-Man And His Amazing Friends' and other times these stories have been adapted to get kids interested in these characters," the CCO said. "We asked, 'What can we do with the Hulk where we can revolve a full season of a cartoon show around that character? How can we prop him up as a character kids will want to come back to week in, week out?' The Avengers is very easy on that score. That formula for success has been laid out in the comic and in the movies. But for Hulk, we thought it would be great to surround him with this great new pantheon of Hulks we created in the comic books recently.

"I think there's a really successful new format you'll find in all these new shows. You've got 'Ultimate Spider-Man' with Peter Parker in the world of SHIELD, which is relatively new for the comics as well. Then you've got Hulk with this pantheon of heroes around him who have added a lot of depth to that world in the comic books. And the roadmap to 'Avengers Assemble' was an easy one which was to continue what Joss Whedon had done in taking the comics and putting them in a motion picture. Our sweet spot is going to be right between the comics and the movie."

Palmiotti added, "I think they're all fantastic. I have a rule that if Joe's involved, I'll watch it. The thing about having a writer/artist/art director like Joe involved in these shows, they take on a higher level of quality than we've seen in the past. These shows go a step further and bring a classic Marvel feel to everything. The stuff Joe's been working on with all the guys is pretty damn amazing."

"I'm going to flash back since this is not unlike what Jimmy and I did when we came to Marvel with Marvel Knights," Quesada said. "Because we were so in love with what Marvel was when we were kids, we kind of intuitively understood the Marvel DNA and what works. But to be successful with Marvel Knights, we also needed to bring in the best creators that we could afford to bring on to the books and let them do what they do best. That's really a philosophy Marvel has used ever since Marvel Knights. If you look at Marvel Animation, it's not an accident that Jeph Loeb was brought in to run the animation and television division. Here's a guy who understands television and who also is fully ingrained in the world of Marvel. And Jeph in turn brought in guys who got Marvel. You've got Man of Action running the show and Paul Dini and Brian Bendis helping out as well. No one know what better makes a Marvel comic book than these guys.

"Letting them do their thing is exactly the formula that's needed to get a new generation of kids into the Marvel Universe. We're not the audience for these shows. These shows are designed for our kids to become enthralled with the Marvel Universe. We want to tap into the stuff that Jack [Kirby] and Stan [Lee] and Steve [Ditko] and all these guys created back in 1961, 62 and 63. We want to put that on the screen, and if we follow that formula, kids will fall in love with these characters just like we did when we were little."

Finally, asked whether he would want to host his own "How To" segment during Marvel Universe as Quesada did - of which the CCO said, "That's a dangerous question" - Palmiotti joked, "I would just do a segment that tells kids to pay attention to what Joe's teaching them. 'What are you staring out the window for?!'"

"Ultimate Spider-Man's" new "Spidah-Man" episode debuts Sunday on Disney XD.