Unmasking "Ultimate Spider-Man" - Enter the Ultimate Spider-Hulk

What do Batroc the Leaper, Mesmero, Thing, Hulk and Stan Lee all have in common? The lot of them appeared in the latest all-new episode of Disney XD's "Ultimate Spider-Man." Sunday's "The Incredible Spider-Hulk" not only featured all of the above characters, as well as Spidey's usual crew, but also sported a script written by none other than Marvel Comics guru Brian Michael Bendis.

In the episode, Nick Fury and S.H.I.E.L.D. attempt to calm Hulk down and help him become a bit more productive with the help of villainous mutant telepath Mesmero. After tangling with Batroc the Leaper in the opening, Spider-Man was in in attendance as the experiment took place. When things went sideways, ol' Web Head jumped in to help and wound up switching minds with the Jade Giant. From there, hilarity and various cases of mistaken identity ensued, as the displaced characters tried to deal with their new bodies.

Featuring guest voice actors like Stan Lee, Rob Paulson ("Teenage Mutant Ninja Turtles") as Batroc, David Boat ("The Super Hero Squad Show") as Thing, Fred Tatasciore ("Avengers: Earth's Mightiest Heroes") as Hulk and Dwight Schultz ("The A-Team," "Star Trek: The Next Generation") as Mesmero, "The Incredible Spider-Hulk" had no shortage of talent and Marvel characters. In our latest UNMASKING "ULTIMATE SPIDER-MAN," CBR News talked with Lane about working with such a large cast of guest stars, how the mental swap worked from a voice acting perspective, using the Hulk's appearance here to lead into the upcoming "Hulk and the Agents of S.M.A.S.H.," the message at the heart of the episode and an exclusive clip of the big Spider-Hulk/Thing battle!

CBR News: This episode includes appearances by everyone, from Batroc to Stan Lee in addition to the other recurring characters. How did this particular group come together as a function of the story?

Cort Lane: I love this episode just for that reason, because it's a little bit of a Marvel Universe episode. Some episodes are more focused on Spidey and his world, but the great thing about Marvel feature films and what we do is that the universe is so inter-connected. This episode just ended up being one of those, and I think it's really Brian Michael Bendis' vision as the writer on this one to have fun with all those links to the Marvel Universe.

Even more than you mentioned, there's characters in the cutaways like Juggernaut, Doctor Doom and Wolverine. And Stan makes an appearance literally on Stan's Soap Box which is just the cherry on top of the Marvel Universe-ness of this episode. Some episodes are more of a romp, and this is definitely one of those.

When it comes to films, the Marvel characters are partially split between different studios, with Fox controlling the big screen rights to the X-Men, for example. Do you guys have any similar restrictions when it comes to characters you can and can't use?

There are some legal restrictions, but we also don't want to go too far afield and lose sight of Peter's story through this series. Then there are characters, frankly, that we want to hold onto because they're planned in "Avenger's Assemble" or "Hulk and the Agents of S.M.A.S.H." Fortunately, we're all on the same team and can say, "We should really save that character for that." That's often where we'll hold off on a character.

Mesmero first appeared in the Season One episode "Freaky," which was also written by Bendis. Why the desire to return to that somewhat obscure villain?

That's our companion body-switch episode, which was itself an adaptation of a story from the "Ultimate Spider-Man" comics, so there is a history. Dwight Schultz from "The A-Team" has had quite a career. He came in and nailed it with Mesmero. We also like our Hulk and Spidey stories. There's something very simpatico about those two characters and it's nice to see them as friends. They're such outsiders in different ways, but that's something that's common to them. They've learned to develop this great relationship that seems kind of unlikely. We wanted to play with that again, and the pieces just all came together. Brian has a lot of fun with Spider-Man in fish-out-of-water situations, so this was an extreme version of that.

We've talked about how the different writers often offer joke and story suggestions, and this episode was packed with humor, from J. Jonah Jameson's pajamas rant in the beginning to the Hulk/Spidey body switch moments. Bendis is no stranger to humor, but did the others get in on the action too?

Everybody weighs in on the pitch, but I have to say, the dialog humor is all Brian. He goes to town. What's great is, for instance, Batroc is not a character who you think of as being that interesting from a publishing perspective although they're starting to do some cool things with him now. But Rob Paulson is a very funny actor, and we let him improv a little bit with the character. In the past, that's turned out really funny, so Brian wrote to that. We've always loved David Boat's version of The Thing -- he's done it in other shows, so that's fun to write as well. Dwight Schultz is just a very funny actor. We had a very humorous cast in this episode, so Brian wrote to that and also the actors plussed it up.

It's also got maybe my favorite mini-character sequence of the season which is the Mini Hulk with Juggernaut and Doctor Doom.

Were the guest voice actors in the booth with the rest of the cast for recording?

I think, because it's a big episode with a lot of folks, they came in and out a little bit, but most of them played against [Spider-Man voice actor] Drake [Bell]. They were all, or mostly all, within the same session as I recall. This is an episode where a lot of characters come in and out so it's important that they play against Drake whenever possible, but so few of them are on together. Batroc's not in a scene with The Thing for example. As always, we try to get everybody in the booth in the same session.

Drake wound up doing Hulk's words through Peter while Fred did Peter's dialogue as Hulk. Did they work together to figure out how the other approaches the characters' speech patterns?

Yes. Yeah, that's a fun story. Collette Sunderman, who we have to mention, is our amazing voice director and casting director on the show. She had Drake speak a Spider-Man line so Fred could mimic his cadence and character sound, so when Fred is Hulk with Spider-Man in his head, he sounds like Drake talks as Spider-Man. Conversely, we did the same thing with Drake, where Fred would say it the way Hulk would say it so that Drake could mimic that. It worked out great. We did the same thing on "Freaky" with Steve Blum, who plays Wolverine. Collette's really great about trying things like that and making sure that, in their bodies, they actually sounded like the other character.

The voice work really added to the humor of the episode, where we saw Hulk-in-Peter trying to take a test and also disliking Peter's clothes.

Did you notice he dressed all in purple? [Laughs]

The most important thing about this story is that it works great in terms of character development for Peter. He spends so much of both seasons feeling massively under-appreciated by New Yorkers and J. Jonah Jameson always calling him a menace. There's a bit of a "poor me" thing that he can slide into if he's not careful. In this episode, he sees that life is much worse as the Hulk. Although he gets to see, in Hulk's body, people cheering for Spider-Man, he's not even in his own body to enjoy it. There's a wonderful message of, "Walk a mile in another man's moccasins." We always try and have that strong theme and character story there.

Seeing as he's gaining so much experience as a superhero, will we see Spidey move on a little bit from that "poor me" feeling as the season progresses?

Yeah, you'll definitely see in Season Two he becomes more confident as a hero and as a leader. He doesn't let that stuff get to him as much. He evolves. He evolved in Season One, and he continues to evolve in Season Two. The secret of this episode is that Hulk evolves as well. If you're paying close attention at the end, even Spider-Man notices that Hulk's speech changes, which is a signal that Hulk is evolving into sort of a new mode which is the Hulk you will see in "Avengers Assemble" and "Hulk and the Agents of S.M.A.S.H."

So is "Ultimate Spider-Man" directly connected to those other Disney XD series' similarly to the way the movies and comics work together?

We want them to work on their own, but you will see crossover between the shows. Beyond that, I can't say because we'll want to heavily promote that stuff when it happens.

The second half of this episode has a lot of fighting between Hulk, Spider-Man and Thing in various combinations. How do you embrace the superhero action inherent in the show without getting too violent for younger viewers?

We keep an eye on it, but also the network helps us out with that. They have people at the network, and it'ss their job to keep an eye on that and say, "This pushes just a little too far." It's tough to walk that line because it's superhero action and it needs to be exciting and visceral. If it isn't, it's not Marvel. But we need to make sure that parents are comfortable with kids watching out shows. The network helps us, we police ourselves and I'm often the one in the room to pipe up because I know it needs to work on the network.

On this particular episode, yes, there's a lot of punching. It helps, FYI, in this case that they're big characters like Hulk and Thing. If two really human looking characters were punching each other that hard, that's a different feeling and that's something we'd have to be careful of.

Stan Lee returns in this episode, once again. What's it like to work with him? Is it a different experience recording with Stan than with other guest stars or recurring actors?

I get giddy every time Stan comes in to record, I have to tell you. Depending on his schedule -- he is unsurprisingly a very busy man -- it's remarkable that he accomplishes all that he does. I'm trying to remember -- he has worked with Drake, [but] because it was just one line, he might have come in separately.

It is fun to have him in the booth. The only downside is everyone wants to talk to him and have their picture taken with him, so it takes a little longer than we may have. Sometimes we need to usher him out the door, because we have to get the whole episode recorded in a set amount of time.

It must be a great thrill to have him involved with the show, not only from your POV as a comic fan, but also as someone creating stories with the characters he created.

Just recently, we had Stan in for something, and Chi McBride went nuts a little bit. Chi McBride is Nick Fury, and in person, he's just the coolest guy. He's so tall and imposing and just so mellow and cool. He was like, "Oh Stan, can I get your picture?" It was so cute.

"Ultimate Spider-Man" airs at 11:00AM Sundays on Disney XD.

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