Being a hero is all about taking the good with the bad. That's something important for Spider-Man to learn throughout the course of Disney XD's Ultimate Spider-Man." One of his main focuses since the early days of the show has been curing the villains he feels some responsibility for including Norman Osborn's Green Goblin and Dr. Curt Connors' The Lizard. Earlier this season he actually helped turn Norman back into a regular guy, but failed to save both Lizard and Sandman.

That all changed with "Return of the Sinister Six," the penultimate episode of the animated series' second season. An early fight with the Lizard not only revealed that he'd been armored up by Doctor Octopus, but also left a formula behind for Spidey to create an antidote. But, before he could take care of that, Spider-Man, his S.H.I.E.L.D. team and Osborn in his new Iron Patriot gear went out to stop the Doc Ock-lead Sinister Six consisting of newly armored versions of Ock, Kraven, Electro, Rhino, Lizard and Scorpion.

The ensuing battle left Power Man, White Tiger, Iron Fist and Nova defeated, but gave Spider-Man the opportunity to show his fighting skills off by defeating everyone but Dr. Octopus. Meanwhile, he attempted to cure Lizard while Doc Ock threatened to reinfect Osborn with the Goblin serum. As Peter saved his friend, Osborn lost his battle and was turned back into his evil alter ego. The episode ended with the Goblin kidnapping Spidey's teammates and escaping in a S.H.I.E.L.D. ship leading into this week's season finale.

With so much going on, CBR's UNMASKING ULTIMATE SPIDER-MAN was anxious to speak with supervising producer Cort Lane about redesigning some of Spidey's biggest villains, the hero's trials and tribulations and what viewers can expect from the finale.

CBR News: As soon as the episode kicked off we saw that the Lizard has a new armored look. Where did the idea to give Doctor Octopus' new Sinister Six armor come from?

Cort Lane: Well, Ock has put them before and it hadn't worked out as well as he hoped. So, we put ourselves in Ock's mind and he would tech them up in the way that he has himself in hopes that that would make them more of a threat. And it does. It worked a bit. But with Iron Patriot, and a team [of heroes] that's even more gelled and closer-knit than they were at the beginning of the season, they are still pretty evenly matched.

Each of the Sinister Six members has a suit of armor that also has some cool extra functionality. Did you figure out what those special abilities would be in the room?

Yeah, but when we do that, we hand over the script to production and they will ask if they can do little tweaks. I don't remember what exactly, but they had some specific ideas on not just the look, but the function of the gear for these villains, so we get to collaborate with them on that. They might have ideas that work better in terms of staging action or might be a better visual. It's all about making it as cool as we can.

One of the main mysteries of this season has been whether Peter can save the Lizard or if he even wants to be saved. We got hints throughout the episode that a good part of Dr. Connors still existed. Was is always part of the plan that Lizard wanted to be cured?

Yes, but less so than the Lizard wanting to get better, it's that Connors' psyche is still buried in there somewhere. That's what's pushing him to cure himself and not hurt his friend Spider-Man. That's where that came from for us. In his last appearance ["Stan By Me"] we get the impression that his mind is gone, but it's still in there.

After Norman was cured of the Goblin serum in "Venom Bomb" and then appeared as Iron Patriot in "Second Chance Heroes," questions still swirled about whether he was really going to be a hero or not. Before turning back into Green Goblin in this episode it seemed like he might have been too crazy to actually do any good.

It leads to his doom, so to speak, in the episode. Even though we were playing with rehabilitating Norman, we understood that this is a character who, at his core, is a megalomaniac. He's trying to be the good guy, but it goes against his basic nature. He tries really hard. He tries because he wants to be a good father to his son. He tries because he does feel guilty about the awful things he has caused in his quest for power and fortune. But the good stuff doesn't come naturally to him and his methods show that. He's just a really compelling character and has been.

Ock believes that Goblin is the monster and wants to bring him out. Ock has seen the worst in Norman, many things that in fact Spider-Man is not aware of so his perspective on Norman is different than Peter's.

Back when we talked about the "Legend of Iron Fist" episode that debuted this version of Scorpion, you teased that he'd be getting a new look. Did you know from the beginning that Scorpion would get his more familiar look from Dr. Octopus?

Absolutely. We had a path for Scorpion. First it was introducing him through the K'un L'un story. We set him up as this person with these really cool abilities, not just a guy in a scorpion suit with a big tail. We wanted to Ultimize him like we do many of our villains. By making him a real serious mystical mojo badass ninja in K'Un L'un up front, when you later on give him armor and the big tail as we did from the beginning -- and we knew it would come from Ock, by the way -- then you get something that looks closer to what you'd expect from the classic character, but underneath is a really threatening villain.

This episode seemed to really focus on mixing Spider-Man's victories with his failures. On one hand he's beating the Sinister Six and saving Dr. Connors while on the other Norman is back as the Goblin and kidnapped his teammates. Is this one of his many important lessons for the season?

Absolutely. The ups and downs are particular to Spider-Man. It's just so very Spider-Man that he wins and loses somehow. It differentiates him from a lot of other iconic superheroes. Strong jawed, caped superheroes, he's not one of those guys. That's important, but also the reasons for these defeats in this episode is that it sets up the biggest challenge of his career in the next episode.

But we were able to wrap up some storylines. The Lizard is finally cured. We've been seeing Norman go back and forth and we finally end up with him as the Goblin. It's very tragic because Spider-Man worked so hard to help him be a good guy. In the end, he's the villain we thought him to be. And really because of his own machinations, through his own crony and the technology he set out to create. He's undone by himself ultimately.

In the beginning it was nicely laid out that Dr. Octopus was using Norman's own technology to upgrade the villains, so even if Norman was truly a good guy, he was ultimately responsible for more evil out in the world.

Exactly. Norman is responsible for so much that happens in both seasons. Here the villains are basically put together by Norman's right hand guy using his own tech.

Would you say that this version of the Goblin is different, crazier and/or more dangerous than he was before?

He's pretty much the same, but there is an edge and intelligence to him in this last episode of the season that is more intense. The Goblin part of Norman is glad to be back and he's not going to screw it up again this time. He's going to make sure he gets everything he wants.

At the end of the episode the newly transformed Green Goblin takes Doc Ock apart and escapes with Spider-Man's teammates. What can you tell us about this week's episode? There's a looming threat of him using the Goblin serum on Spidey's teammates or other people. It's pretty crazy.

Yes to all the things you just mentioned. Without going into too much detail it really is Spider-Man's worst nightmare in terms of what Norman is willing to do as the Goblin, using the Goblin serum and using all the tools at his disposal. Some of them are tools that we have not seen in a long time.

"Ultimate," the "Ultimate Spider-Man" season two finale, debuts this Sunday on Disney XD at 11:00 AM.

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