Spider-Man wants to help people -- that's one of the reasons fans have been flocking to his adventures for decades. It also happens to be one of the big focuses of Disney XD's "Ultimate Spider-Man" as its second season heads towards its finale. The previous episode, "Second Chance Hero," found Spidey and his pals in S.H.I.E.L.D. trying to see if the seemingly reformed Norman Osborn could be trusted as the armored hero Iron Patriot. While that seemed to end on a positive note, Peter Parker's attempt to do something similar in yesterday's "Sandman Returns" didn't work out so well.

While cleaning out the lab of Dr. Curt Connors -- now the Lizard, of course -- Sandman was accidentally set free. At first, Spider-Man was ready to rumble, but was quickly informed by Nick Fury that S.H.I.E.L.D. had been slowly working on reforming the villain. Knowing that his powers drive him nuts, they even designed a suit to help contain him. In an attempt to push Sandman further along the road of mental recovery, Spidey wound up getting in over his head, resulting in a rebellion and switch back to the dark side for Sandy.

The episode also included our latest look at Luke Cage's parents, last seen in "The Parent Trap," the return of Swarm and even the adorable Awesome Andy. To get the inside scoop on the show's new and recurring elements, CBR News spoke with our pal and Supervising Producer Cort Lane as well as Supervising Director Alex Soto for the latest installment of UNMASKING ULTIMATE SPIDER-MAN.

CBR News: Before getting into the details of this episode. Alex, can you tell us a little bit about what your role as Supervising Director entails?

Alex Soto: Overall, it allows me to actually deal with a little bit of design and a little bit of storytelling, which is really important. I came up as a storyboard artist, then as a director and then a showrunner. As a Supervising Director, it allows me to do all of these. It's almost like categorizing each section as "Art Director," "Character Designer," "Storyboard Artist," and then the final step is directing the whole episode and then putting it all together. Each one is different, but it comes with the title. It's something, especially with a Marvel property, where there's a lot of help with that. You get to have your hands on a little bit of everything to help create a fantastic show when it's all said and done.

You talked about starting out as a storyboard artist. How did you get into animation, initially?

Soto: I came out of Art Center College of Design with a fine art degree and then went into illustration. My love for comics has always been there. I started out at the Sony animation division back in the day, Columbia TriStar. To me, it was the equivalent of being a comic book artist. I always thought, "Wow, if I can't be a comic book artist, animation will be the thing for me." It turned out to be a great step in my career. I really enjoyed it. I loved it a lot. They're very similar, I think. Looking at it now, it's interesting how a lot of comic book artists do animation and comics. I started out as a basic, entry level clean-up guy and got a chance to work with a lot of amazing people in this industry who are still around. Through that, I slowly moved up. You never stop learning in this industry. To this day, I still learn new things. From producers to writers to artists who are coming up today, you learn a lot.

What brought you to the Supervising Director job on "Ultimate Spider-Man?"

Soto: I was brought in -- the way it was set up through Marvel was that a team was put together, and then they called me in to be one of the directors of the show. I was not the Supervising Director at the time, because there wasn't a Supervising Director selected yet. Then Marvel readjusted everything and [co-executive producer] Eric Radomski, Cort and Jeph Loeb came in. As I started directing the show, I really started to understand how the show worked. Man of Action was working with me, and Cort was very involved as well. It all came together really well. Towards halfway through season one, they asked me if I could become the Supervising Director of the show and it was an honor. I said, "definitely."

Cort Lane: Why we asked Alex to move to a supervisory position is, we knew we wanted the show to be fast paced, fresh and, tonally, a little bit different than anything on the air at the time or anything that we had done. Pacing and humor were really important to that, and Alex really delivered something special in the way he handled pacing and humor on the show. Certain elements like the Mini Spideys really came from him. We saw that we had somebody who was adding something very specific and unique to the show, and we wanted him to drive the bus a little bit more.

We've talked a lot about how well the show mixes action and comedy, often using the latter to cut the tension in the more action-oriented scenes. This episode features some heavy stuff with Spider-Man trying to rehabilitate Sandman, but also great comedy bits like the super villain rehab reality show gag in the beginning. From a directing standpoint, how do you balance those elements?

Soto: It's a team effort. The writers on the show always give me the first drafts to look at. We collaborate, all of us and notes are given. New York always puts in their notes. Between me and the writers, it's great. We're all working more in conjunction. Once that happens, once my notes are addressed, there are all these little things I have to make work. I'm at the point now where Marvel has given me more freedom. That's something that's been really great for me, because they understand that the whole point is that I want to make it work.

The story has to come through, first of all, and that's what I concentrate on. When it comes to dialogue and things like that, I do find myself in situations where, if the footage is too long in the show, I have the freedom to go in there and find out the best way to edit it, to present to the Marvel executives. Even when we get to animatics, we all sit down to watch the show, they'll still put in their two cents and actually suggest more edits to help me with the show. In many cases, they actually help me out in situations where, if the dialog isn't working, they'll try to adjust dialog to make the action work. It's a really nice system that we have and, for me, it makes a lot of things easier. My directors provide a lot of that. Directors will sometimes catch things that I missed, we'll discuss it and if it's big enough I'll discuss with guys like Cort or the other writers on the show and they'll give their advice. It's really nice how it all comes together.

A big part of this episode was whether Sandman can redeem himself, a theme we also saw in the previous episode with Norman Osborn as Iron Patriot -- but this one ends very differently. Were these episodes designed as counterpoints for one another to show that Peter can't save everybody?

Lane: There is actually a very specific reason why this one's in the middle because we deal with the Lizard question in the next episode. Throughout the season, [Spider-Man] has this grave sense of responsibility to fix the situations with Goblin and Lizard. Sandman feels like an easy win for him because he hasn't been able to help the Lizard yet and he bites off more than he can chew. Things go horribly wrong and he has to take responsibility for that as well. Fury gives him enough rope to hang himself here and in the end he feels very bad for the way things have gone, but Fury's learning more respect for Spider-Man through each of these adventures. He's trying so hard to do the right thing. He just can't help certain people and Spider-Man needs to learn that lesson because some things are going to go very well and very wrong in the next two episodes at the end of the season.

The episode also saw a redesign for Sandman. He started off in the classic green striped shirt just about everyone's familiar with, and then got a more superhero-styled containment suit. What was the design process for that like?

Lane: We were very much inspired by the Frightful Four version of Sandman [from "Fantastic Four" #36]. The T-shirt look just isn't that exciting from a superhero perspective. We're sort of teasing the audience here that Sandman can be a superhero.

Soto: That's exactly right. The influence of Jack Kirby, who designed that costume, was another thing. We stayed really close to that design. We thought, "There's no point in changing this. It works as its." We just brought it in and it worked great. It's a great a design.

Lane: More than that, Sandman, traditionally, is a really hard character to animate. It can look just awful and muddy.

Soto: [Laughs]

Lane: It has to be really organic, fluid, flowing sand movement. Sandman throughout this piece is so beautifully animated, I've never seen him like this before. I think it's better than anything I've seen in regard to Sandman, even in the comics. I was impressed when the first rough cuts came back because it's the Sandman I've always wanted to see. I don't even know how you got Korea [where the show is animated] to let the movement be so fluid and organic, because that just doesn't come naturally.

The process did look very technically different, something that was reflected in the presence of Swarm, who is also a character made up of tiny things. What were the challenges in animating those two characters? Do you pass reference along to the animators so they get an idea of what you're looking for?

Soto: Oh, definitely. For Swarm, because he's composed of these very small Spider-Bots that we established the first time we saw him, I had my background supervisor Don Cameron create the Spider-Bots in CG. We actually created an animation cycle showing how we wanted Korea to handle these things. Sometimes we create CG assets for our shows and send them oversees, since the majority of the shows have gone digital with backgrounds or props, which makes things a lot easier for animators now because they can superimpose CG elements into 2D now. You've probably seen that a lot on shows.

That was a huge help. We did play with it. There were times when it was so chunky and just didn't look right, it almost felt like a pile of junk coming together. We kept messing with it to find sections where we would reduce the size of the Spider-Bots so it would feel like this thing has some organic form to it.

For Sandman, I did the same thing. I did a lot of digging. I always refer to movie references, to see how the sand moves, and also Japanese animation, which has done a lot of beautiful things when it comes to effects and how to simplify things.

One of the coolest things that my director did is the way [Sandman] runs or walks through the park. I remember Cort and a lot of the guys really liked that. It's cool how his hands and arms just spread out and he's moving along the animation. That's something my director started doing. He actually drew really detailed panels for that and then the rest was just giving Korea direction. The studio will send me tests first and we use those tests to find out if this is too much, then we give them the notes and finally get the right balance we want. Then that is what you see on these how.

We saw Swarm earlier this season, and it was good to see him again. What made him the right character to bring back this time? Was it a matter of them just looking so cool fighting each other?

Lane: That's part of it. Also, we came up with the idea early on that Sandman, his emotional outbursts, his troubled psyche, could be controlled somewhat through the suit, and, of course, Swarm feeds on tech. That was a very instinctual choice, it was just pretty easy. We also thought, "The two animated together would be really cool." Although I'm sure when production saw that, they freaked out. One of them is hard enough, so putting two of them together was kind of mean.

Soto: [Laughs] But it looked cool, though, in the end.

In addition to Swarm, we also came back around to characters we've seen before in Luke Cage's parents and Awesome Andy. Were those appearances a way to tie up some loose ends from the season going into the finale?

Lane: It was an opportunity to see some characters. We wanted to establish that the Cages are doing well, that they're part Luke's life and that they're working for S.H.I.E.L.D. again, because their introduction was so compelling. We love Awesome Andy, and this was a way to show that he's doing well with S.H.I.E.L.D., also. And, since we left the Sandman story unresolved, it was a chance to deal with that. Just to see those characters again before we deal with the heavier issues of the season, which revolve around Lizard, Ock and Green Goblin for the next two episodes, finally answering the question, "Is Spider-Man the ultimate hero that he can be and the strong leader to these other heroes he's been training with?"

The end of this episode saw Sandman growing into a huge sand-monster, which was fun, but instead of using Nova to turn him into glass again, Awesome Andy uses his impressive eating abilities to stop the rampage. How did that idea come about?

Lane: Ever since we featured Awesome Andy, we thought he was really fun. Kevin Michael Richardson, who plays him, is just one of our favorite actors. You'll notice we cast him in a lot of parts between the shows because we like him so much and he's so versatile. I don't remember how we broke that in the room. The problem with Sandman is, how do you solve the problem? How do you stop Sandman, because he's kind of unstoppable. Andy just provided us that opportunity and allowed us to give a quick callback to the fact that he ate all of Coulson's clothes [in the first season episode "Awesome"]. It was just a sentimental ride through the last two season before we got to some heavy business.

Speaking of looking forward and the upcoming season finale, what can you tell us about the next episode, "Return of the Sinister Six?" It sounds like things are getting pretty crazy.

Lane: Yeah, pretty crazy from a production standpoint, too. We have a lot of big action set pieces -- not just big: epic. And new character designs on existing characters which I won't give away. A lot of villains and heroes are transformed in this two part finale, some of them willingly, some of them unwillingly.

We get the Sinister Six again, which is always really exciting. One member is traded out; Beetle is not interested in working for Ock again after what happened last time. [Doctor Octopus is] able to recruit the Scorpion. The story is really driven by our desire to wrap up the Doc Ock versus Green Goblin story. Ock has unfinished business with Norman, who's still running around as the Iron Patriot. Then we have Spider-Man's relationship to both of those characters. Spider-Man's desperate to cure his friend Curt Connors, so he's no longer the Lizard. We answer a lot of those questions in 223, but those answers aren't exactly what Peter hoped for and he has to deal with the consequences which are extraordinarily dangerous in episode 224.

Soto: You're going to love the look of this.

Alex, it sounds like you guys were busy with all the new design elements.

Soto: The design elements are so cool. They're beautiful, I think. What my designers did in-house, and the kind of things we brought in to some of these characters, some of these changes are very unique. In fact, some of them actually stuck around. It's very different. There's one in particular, I don't want to say which one, but in the studio we kept saying, "That would make such a cool toy. We've got to have that as a toy." They are very cool.

To see Spidey and his crew face off against a team of his most dangerous foes, tune in to Disney XD on Sunday at 11:00 AM for "Ultimate Spider-Man - Return of the Sinister Six."

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