Sometimes, the only way to get an adult to listen to your teenaged input is to stow away on his S.H.I.E.L.D. sanctioned transport, force him into a team-up and help him defeat a mutant with the power to talk to machines. That's the play Spidey made in yesterday's "Ultimate Spider-Man," a Captain America guest-starring episode titled "Game Over."

After an LMD attack on the Tricarrier, Spidey snuck away to join Cap on a mission to Madripoor to confront Arcade, the menace behind the tech takeover. Along the way, they met up with Wolverine and were thrown into a world where video game logic ruled the roost. The silver lining in all of this is that it presented Spider-Man with the opportunity to actually teach the older heroes a thing or two and show how he's been developing as a hero.

Along the way, the audience was treated to a good deal of reference both to comics and video games ,like the ubiquitous post-apocalyptic setting for one of Arcade's fight levels, the doppleganger battles and even an attack from an army of space bugs.

To get the low-down on the episode, as well as the new version of Arcade -- who is both younger than his Marvel U counterpart, and a mutant -- CBR News turned to "Ultimate Spider-Man" Supervising Producer Cort Lane for a new edition of UNMASKING ULTIMATE SPIDER-MAN. Lane spoke with us about finding the perfect voices for the show's cast, Spider-Man's interactions with two historically significant heroes and Lane's involvement in the Disney Channel special "Phineas and Ferb: Mission Marvel" which teamed the title characters from the long-running hit cartoon with Iron Man, Thor, Hulk and Spider-Man in order to stop a group of villains from achieving their goal of world domination.

CBR News: Since the last time we talked, "Phineas and Ferb: Mission Marvel" aired. What was your involvement with that special?

Cort Lane: I was brought in as a consultant for Dan [Povenmire] and [Jeff] Swampy [Marsh], the "Phineas and Ferb" creators, to help them with all the Marvel stuff because they had lots of wonderful ideas, but some of them didn't work. Some weren't quite right for our characters, so I helped them through the process of featuring the Marvel characters in a way that was appropriate for them so they were heroic and cool. Also, this is Phineas and Ferb's world, so there was a lot of humor. We wanted to do some funny things with the characters that we haven't done before. I worked with the Marvel execs as a conduit for all that, just to make sure the Marvel stuff was great and very Marvel-icious, but that it also worked for "Phineas and Ferb" on a comedy level.

The villains in the special include M.O.D.O.K., Venom, Whiplash and Red Skull. Was that a line-up you developed or one they came up with?

They did suggest a number of Marvel villains, and I made recommendations on what would and would not work. For example, they mentioned M.O.D.O.K. and I said that he could be funny in this show, the scale and weirdness of him, so I said, "Yes, please. M.O.D.O.K. That's a great idea." That's the kind of interaction we had when selecting characters.

I should also mentioned that Jeph Loeb and Joe Quesada were very involved in the early stages as well. I think it came out very well. It's done very well for them in terms of ratings, and it's nice for me to see the characters in something so hilarious.

The special also gives younger viewers who might not watch Disney XD or the existing animated series' an opportunity to meet these characters. Was that part of the plan?

Exactly. We always strive, with the Marvel characters, not to play them too dark and serious to demonstrate that Marvel content is always fun. This is sort of to the Nth degree of that. I think it's a great introduction for kids to some of those key characters because it is a very fun rendition.

Is there any chance we'll see a "Mission Marvel 2?"

Oh, we haven't talked about it, but you never know. They were so satisfied with this that they decided to do a Star Wars crossover for next summer, but there are no plans that have been discussed beyond that.

Getting more current, yesterday's episode of "Ultimate Spider-Man" featured an updated version of the villain Arcade. What was behind the evolution of the character from his comic book roots to the younger mutant who can talk to machines seen in the episode?

We actually knew that we wanted to use Arcade, but understood from the very beginning when his name came up that we'd have to Ultimize him, make him very relatable for the audience today. I love classic Arcade, but the '70s sort of clown outfit he has on wouldn't play very well today, and the concept of an arcade from the '70s versus what an arcade might mean to a kid today might be different things, also. With some of our villains, we've had the opportunity to Ultimize them, to make them really cool for kids today. Arcade was a great opportunity to do that, making him more ethnic, making him younger, making him a video game and tech genius. All of those were elements we thought would make him more interesting.

I noticed his youth right away. Many of the villains on "Ultimate Spider-Man" are adults, but Arcade looks to be a teenager. Is there a different dynamic there for Spidey?

Yes, he has a lot of adult villains, a lot of guys who are Norman Osborn's age. It is fun on occasion, as we're finding out with Scorpion and now Arcade, to make them younger, not only to make him a sort of peer of Spider-Man's, but also to make him a little more interesting for the audience.

In the episode, Spider-Man teams with Captain America and Wolverine. In the past, we've talked about how Peter looks up to Iron Man, but what's his take on Cap and Wolverine?

The story works on a lot of levels because his feelings about those two characters are diametrically opposed. While he wants to be Iron Man, he worships Cap. He's in awe of Cap. Cap is everything and anything you can be as a hero. He's on this path to become a better hero, to become the Ultimate Spider-Man and Captain America represents where he wants to get to.

Wolverine, his style, persona and just the way he smells -- Spider-Man just doesn't get how he's a hero and reacts with so much frustration to Wolverine. He just can't stand Wolverine, and Wolverine can't stand him. We're pretty much playing up Brian Michael Bendis' relationship between the characters in "Ultimate Spider-Man." That's where we started from.

Having this hero that he worships and this hero he can't stand, but both are living legends who have been at this a long time and have a lot to teach him, was an interesting dynamic. Then, of course, the twist in the episode is that Spider-Man has a lot to teach them. There was a real purpose in terms of his arc as a much greater hero throughout the course of these two seasons. There's a reason this is towards the end of the second season. These guys, who are the best in the game, see that Spider-Man has a lot of value. He feels that he has a perspective and ideas that they don't. In the third act, he knows the key to defeating Arcade, saving millions of lives. We used those characters to put Spider-Man in that context.

What were the sessions with Drake Bell as Spider-Man, Roger Craig Smith as Captain America and Steve Blum as Wolverine like? What's their dynamic like in the booth?

It's been a long time. Certainly, Drake has recorded with those guys before. I believe they were [together this time]. Roger and Steve are real pros in the voice acting business and know each other well. They enjoy working with Drake. All three of them are really willing to juice it up with improvisation, adding different types of performances.

Drake really is like Peter Parker in a lot of ways. He's fun loving and likes a good joke. Are Roger and Steve at all like Captain America and Wolverine?

Off mic, no. All three of them are just kind of goofy guys being very self-deprecating, and making fun of everybody in the room, as well. They have a lot of fun.

One of the scenes that really showcased the humor of the series is when Cap is giving several different hand signals and Spidey staring back at him blankly. Was that also a way to show that Spider-Man still has some things to learn?

A lot of that has to do more with style, actually. Spider-Man's style is a little more improvisational and instinctual. As they come to discover by the end of the episode, that's okay -- it works, too.

Thinking about it, Captain America and Wolverine create a style spectrum between incredibly strict and wildly instinctual, with Spider-Man appearing someone between the two.

Yeah, he wants to be more like Cap, but a lot of what makes him a great hero is more like Wolverine. That's a very conscious choice on our parts, to include those two Marvel heroes out of any two we could have used. The personalities are just so different, and Spider-Man's just the funny guy in the middle.

Just a minute about Roger. Captain America is such a hard character to make likable, but still have that gravitas and that boy scout perspective that Captain America has. We first cast Roger for "Ultimate Spider-Man," and he worked out so well he now plays Captain America in pretty much everything. With Roger, his interaction with Drake is kind of sweet, but you still feel he's a living legend. We're very lucky to have Roger, and now he's playing Captain America for us on a weekly basis on all kinds of things. It's been perfect because, honestly, that's the hardest thing to get right: making him likable but also believable as the living legend.

When he auditioned, did he come in with the voice right away, or did it develop in the process of bringing him on board?

It was an audition process, and he nailed the audition. But, of course, once you get someone in the room, you've got to make sure they can deliver all the emotional nuances in the entire script, and he absolutely nailed that. There was no question he was our Captain America.

I will say, we have recast on roles over time. I won't say which ones, but sometimes you just know. The audition is right, but when you get in the room, there might be something missing. There have been some major parts in our shows over the years that we've had to recast early on. But some people just nail it that first time.

People don't always understand how much of an ensemble effort animation can be, especially the way you do it, with everyone recording in the same room at the same time whenever possible.

Yeah. We do that on most of our shows, more than most folks in the business. It's not easy, and it is time consuming, but it's always worth it.

What was the casting process like for Arcade? Did you have a specific kind of voice you were looking for when auditions started?

We had a voice for the character in the script. It was more youthful. It had some of the attitude that classic Arcade had. We did an auditioning process for him as well. In this particular case, because we were setting it in Madripoor, we figured, "Let's make this an Asian character." We cast an Asian actor to play him. We only change ethnicities of characters if it's important from a story perspective. It adds an element of diversity that reflects our audience as well. Since we were adjusting Arcade so much for audiences today, it felt like a small jump from there. The actor who plays Arcade, Eric Bauza, is an actor that, since we had him for this role, we've cast him as other characters as well.

Will we be seeing anymore Arcade this season or in future ones?

We have some thoughts, but nothing solidified yet.

There were a lot of video game elements and references in the episode. Were there specific games the team was looking to hit on or more general types of games?

More genres of games. We knew we wanted to end with a big war game and we knew it would be based on the Captain America game that was at the very beginning.

It seemed like the robot bugs might have been a call out to games like "Galaga."

Well, I didn't say that, but that's the kind of twist we wanted to add to it. There's a lot of very specific video game references, homages to all kinds of games throughout the episode. That's really just Jake Semahn, the writer who worked with Man of Action on this. He's a really clever young writer who's done a lot of work on "Ultimate Spider-Man." Then Phil Pignotti is a younger, interesting director as well and added a lot of spin to all of the video game elements.

In addition to the video game nods, you also worked in a nice "Days of Future Past" reference when Wolverine gets blasted by the Sentinel.

[Laughs] Yeah, we got that in there. Everyone once in a while we have a really Marvel Universe episode, and I count this as one of them. I love Madripoor, and then Wolverine, Cap, Hulk and Red Hulk. Then there's the Sentinel. I love the twist that it's real and not fake. All that stuff I love. We have the Marvel fanboy stuff in there to make us happy. We get to have a lot of fun.

The next episode celebrates Halloween, with Blade and the Howling Commandoes guest-starring in an episode which actually premieres on Disney Channel before Disney XD.

I love all of those '70s monster characters. Joe Quesada and I have been wanting to do something with them for the longest time, I can't even tell you. This has been kind of a dream for us. The casting on this two-parter is just remarkable. We have Terry Crews as Blade, who nails it. We have Oded Fehr from "The Mummy" who plays, well, the Living Mummy. We got this young actor, who's the biggest star on Disney Channel, Ross Lynch, to play a more youthful version of Werewolf By Night. And of course we have Man-Thing and, I'll be honest, that was a character I was most excited about. Man-Thing animated, the way he attacks and the way he just moves, looks amazing. It's like a dream come true. On the page, he has such a strange look, but animated, it's so much more appealing.

This two-parter is so incredible. We're very proud. The animation is exceptional. We're really treating it like a big Halloween event, and the Disney Channel is giving it a lot of promotion, so it's very exciting. It's a very unique landmark in Spider-Man television history. Disney Channel is the number one kids' channel right now, so we're going to reach a very broad audience with this special. That's exciting for us as creators, to expose this to kids who may not really see the series or may not even be fans of Spider-Man, yet.

As you said, Ross Lynch is huge right now with Disney, between his show "Austin & Ally," starring in "Teen Beach Movie" and his band R5. How was he during recording?

The reality is that he's their biggest star. He came into the booth -- he'd never done anything like this before, and he was just so nice and so eager to get it right. There were some family members he brought with him. He couldn't have been nicer. I didn't know what to expect, but he was just the sweetest kid.

The two-part "Ultimate Spider-Man" episode "Blade and the Howling Commandoes" premieres on The Disney Channel at 9:00 PM on Oct. 5 and then plays again on Disney XD at 11:00 AM on Oct. 13. To get inside the head of Roger Craig Smith, the voice of Captain America, check back in with CBR later this week!

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