Peter Parker grown a lot during the second season of Disney XD's "Ultimate Spider-Man," and is now a far cry from the amateur vigilante we met in the show's first episode. He's not only learning more about himself, but also how to deal with other heroes thanks to being part of a team with fellow superpowered S.H.I.E.L.D. trainees. One of his biggest lessons he's learned so far, however, is to trust his instincts, a lesson which has worked pretty well out for him and which was put to the test in the latest episode, "Second Chance Hero."

Since Norman Osborn was cured of his Green Goblin personality in "Venom Bomb," viewers haven't seen much of him. Now, however, the one-time villain is running around New York City in a crazy get-up once again, but this time, he's playing the hero -- specifically, the flag-clad, armored Iron Patriot. As you would expect, Spidey's torn between assuming the worst from the man who was one of his biggest villains and giving Norman and his family a second chance.

In "Second Chance Hero," Spider-Man and Iron Patriot found themselves joining forces to take on the Frightful Four, and then Doctor Octopus and his army of Venom-infused foot soldiers. The episode featured the series' signature mix of action and comedy, this time written by Chris "Doc" Wyatt and Kevin Burke who, along with Supervising Producer Cort Lane, joined CBR for a new UNMASKING ULTIMATE SPIDER-MAN to discuss this important episode, the difference between writing Norman both as a hero and a villain, and what goes into achieving the cartoon's signature comedy-action balance.

CBR News: Before getting into the specifics of this episode, Doc and Kevin -- can you explain how you started writing together and found your way to working on Marvel cartoons like "Iron Man: Armored Adventures," "The Avengers: Earth's Mightiest Heroes" and "Ultimate Spider-Man?"

Doc Wyatt: We met casually as grad students at USC, but we started working together professionally [later]. I come from a producing background. I produced a script that Kevin wrote for MTV called "Beneath." We started working together in that capacity -- producer and writer.

Kevin Burke: We were clearly, obviously, extremely comic book knowledgable and genre knowledgeable, so while he was producing, and we were hammering out stories and I was writing, it was clear we had this shared background. That led us into another mutual friend, Chris Yost, who was running, at the time, "Iron Man: Armored Adventures." Even though we hadn't been screenwriting together, we'd been pitch-writing together, we'd been developing some things. So, we wrote one of those years ago, and it sort of snowballed from there, leading into "Earth's Mightiest Heroes" which then led to "Ultimate Spider-Man" and now "Avengers Assemble." We've been working together for a long time and have been writing partners for a while on top of that.

How does "Ultimate Spider-Man" differ from the other Marvel cartoons you've worked on?

Wyatt: We're working with Man of Action. We share credit on this episode with Man of Action, because they initially start with a very detailed outline that we use for the basis of our script. They are phenomenal. They have such great ideas and it's always so exciting to get these outlines. That's a little bit different from other shows we've worked on for Marvel.

Burke: Depending on the show, they're all different. The shows that Man of Action does, they spend more time sculpting the story before even giving it to us. For us, it's a lot of fun. We're not putting so much thought into problems, sometimes, as much as just trying to make the episode as entertaining as possible. Other times, for different episodes, we've run into different plot issues or story issues.

This particular one, it's a very personal story. A lot comes out of Spider-Man and Norman Osborn through their characters and their histories. From that angle, it was a lot of fun to write, and really kind of easy. Doc and I know the Marvel characters so well, in some ways we've been preparing for these jobs our whole lives. To sit down and write them is just a breeze. With non-Marvel shows, the characters are relatively new, so people are trying to figure out the characters. At Marvel, it's great, because you get to sit down and play with characters you know in new adventures with new angles on them.

Wyatt: When Kevin says we've been preparing our whole lives for Marvel, what he means is we've wasted so much of our lives reading comic books. Now we're able justify it.

Burke: Right. What was previously considered wasteful is now considered job research. So it worked out.

One of the characters, or rather a version of a character, who made his first big appearance yesterday was Iron Patriot. Cort, was this somewhere you wanted to go with Norman from the beginning of the series?

Cort Lane: We actually did. We had discussed that we eventually wanted Iron Patriot Norman, but we also knew that we were going to reveal the Green Goblin at the end of Season One, so we wouldn't get to Iron Patriot for quite awhile. Then it became a question of, "Are we going to do a heroic Iron Patriot or a villainous Iron Patriot? Or at least a villain who masquerades as a hero?"

You had asked back when we talked about episode 217, "Venom Bomb," what happens to Norman now that he's human again? We'd asked ourselves that same question early in Season Two, and we [decided we] did want him to be rehabilitated, because the relationships between him and Harry and Norman and Spider-Man -- and also the relationship that Norman has with Doc Ock -- are so complex, but also very much established in the pilot. There's a continuation of stories we've been telling since the pilot.

Between the scripted dialogue and Steven Weber's delivery as Norman, there seemed to be a real walking-the-line mentality when it came to whether or not he's really, truly a good guy now.

Lane: Clearly, Spidey and Fury don't trust Norman as a hero. I think Spidey comes to believe [that he's good] at the end of the episode, but is still wary. The important moment that we wanted to have was the reconciliation between Norman and Harry, which we definitely got. This is not the end of Norman's story. There's some big events in his life coming up in the rest of the season.

From a script-writing standpoint, did you guys approach this version of Norman differently than you did him as the Green Goblin?

Burke: Yeah, but you've got to remember that the perspective of this episode is, like Cort was saying, whether he's a good guy or bad guy, the perspective is Spider-Man's. So while we know that through the course of this episode [Norman's] going to be doing the right thing and trying hard for his second chance, from Spider-Man's perspective, he's not sure how to take it. We definitely changed the way we wrote him, but at the same time there is some ambiguity that Spider-Man plays on. That's the question that runs through the whole episode: Is he or isn't he? Is he bad? You've got to see it through Spider-Man's eyes.

Wyatt: We wanted very much to reflect this character transition in the dialogue. We worked hard to blend the dialogue between the evil Norman Osborn dialogue you might expect from the character with a softer edge, or lack of edge, in order to give that same confusion of hero/villain into the dialogue itself.

Lane: There are lines that sound like villainous Norman -- or is he putting that on? The ambiguity is there for the viewers for much of the episode.

Burke: The opening scene really plays on the ambiguity, and also the scene in the limo with Peter [riding with Norman and Harry], where you kind of don't know. You bring what you feel to Osborn. You're not sure how to take it, so it's walking a balancing act, to make that dialogue play in each direction.

There's a scene where Norman, in the Iron Patriot armor, freaks out kind of intensely about Spider-Man calling him Goblin. Would you say he's not quite over his past villainy?

Burke: Within the context of this episode, second chances are hard. It's not like turning on a switch that all of a sudden, you're good. It's a process that we're trying to capture. And there are parallels that Peter feels, with his relationships and how they misunderstand him.

One of the ways we've seen Spider-Man grow throughout the season is by learning to trust his instincts. How does this episode fit into that growth?

Lane: That's part of his larger arc in terms of becoming the best hero that he can be, the ultimate Spider-Man. We try and touch on that in every episode, that he's learning how to be better by trusting himself, his leadership skills, intuition and his sense of right and wrong. Every episode has that element.

This episode had two big fight scenes with Spider-Man and Iron Patriot fighting side-by-side. There's the one in the beginning with the Frightful Four, and then the one towards the end with the Venom soldiers. How do you approach writing those scenes?

Burke: We write pretty tightly. There's always a translation between what we write and it getting animated. You write enough animation, and you get what's going to play and what's not going to play, how long a scene's going to work out. Part of what we try to do is keep it from being a bunch of people bashing on each other. There's individual moments within each fight sequence. At the end, there's Doc Ock and the elevator sequence ,with Harry up there and Norman's taking out his chest plate. There are different events within this giant battle, and that's one of the ways to carry on a big fight scene. It's not like you have this bird's eye view on this giant battle. It's these moments within each battle that play out.

Lane: I think what Doc and Kevin deliver when they work with us -- which is why we like them so much -- is that the action is very clever and thrilling and the dramatic beats totally work, but on top of that, the lines are snappy and funny. That keeps it light and moving along. I really appreciate that. You need that bit of levity amongst all this stuff, or it's just too dark. They create that balance so well.

There were two recurring jokes throughout the episode, between Spidey realizing the things he was saying were inappropriate and him being left speechless. Those really helped keep things light. Did those come along while scripting the episode, or do you keep a stockpile of Spidey jokes on hand?

Burke: I feel like we're always coming up with jokes. All these jokes come out of the story. One great thing about "Spider-Man" that's different from the other shows is that Spider-Man, when he's speechless, can tell us he's speechless and you can do a gag based on that, rather than other types of shows where it's a group mentality [and] you can't have one person give his perspective.

Even before Cort winds up seeing all this, we wind up having a ton of gags so we can pick our favorites. It's very fun and easy, especially with the nature of this show, to put in those funny bits. The funny bits are also always from the character's perspective. They're not just trying to cram in a joke here -- they're all about Spider-Man's perspective on something. Those are the jokes that wind up staying.

Wyatt: Once you get his voice down, they just sort of appear. You just feel like, "What he would say in that situation?" Usually, Peter will give you two or three different options.

Burke: We amuse ourselves while doing this, there's no question about that. It's a lot of fun. With this, it goes to some serious and dark places, so keeping it light is how Peter deals with it. It fits in the nature of the story.

Wyatt: It's fun that we -- and this is part of Man of Action's construction of the story -- got to do some of the heavy and serious character stuff during combat. We have both the action of the combat and the deep character stuff happening simultaneously, which is fun. You don't always get to do that.

Burke: And it makes all the fight scenes more than just a fight scene. There's story going on in the middle there.

The second battle heavily featured the Venom soldiers. When working with a new element like that, do you have any kind of sketches or imagery to work off of while writing?

Wyatt: We didn't see them before, but we were told what they were going after and then we got to explore it a little bit.

Burke: We got to come up with what we thought would be the most fun ways to go about something along those lines. It's an ever-evolving process with these shows. We had an idea of what this concept was going to be, and it turned out well.

There was a great slow burn to the reveal of what they really were. They were crawling over the building, got beaten down and only then revealed their Venom-like nature.

Burke: That's what we're saying about moments within battles. If it came out from the start, and you knew exactly what you were dealing with, then there's no real way to escalate it or twist it around. It would get dull very quick. Increasing the stakes and increasing the scenarios keeps the action much more exciting. There's this big story issue, and Harry's there thinking Spider-Man's the bad guy, and Norman's trying to change that while they're fighting Doc Ock's army. There's a lot going on.

Wyatt: Production did amazing work on the whole episode. They were amazing.

This is a very important episode as far as the overarching plot of the season. When you two are working on an episode like this, are you given an idea of what's coming up next so you can lead into that a bit in addition to what you need to know for the actual episode you're writing?

Burke: The nature of these shows is that they do work on an overall season arch, but it's got to work as individual episodes. So, we have an idea [about what's coming up], and if we have questions, we can always hit up Man of Action or Cort. It's a bit of both. It's a matter of making the episode itself work, but also making sure every element works in where we came from and where we're going.

Lane: When we broke these stories with Man of Action, Jeph Loeb and Joe Quesada, we also broke the season finale. So, it was all mapped out at the time.

Speaking of moving forward and the season finale, Cort, what can you tell us about the next episode, "Sandman Returns?"

Lane: Peter is fresh off of feeling great and successful at rehabilitating and curing Norman and turning him into a good guy. He's had some sense of responsibility to Harry since the beginning of this season, so that's a great accomplishment. But he also feels like he has the same responsibility to help Curt Connors. He transfers that desire to heal somebody to Sandman. He wants it too bad, and that creates some complications. That episode is about him trying to do the same thing with Sandman and we'll get to see whether Sandman is ready or not.

To see what fate awaits Sandman, check out "Ultimate Spider-Man: Sandman Returns" next Sunday on Disney XD at 11 AM.

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