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A universe where Spider-Man decided to work for Nick Fury in order to surpass himself and become the "Ultimate" Spider-Man, and also where the previously-disbanded Avengers reformed to fight the threats to the world again. The former is regularly teamed up with other young heroes to form a special superhero Task Force used to complete various missions assigned by S.H.I.E.L.D. in order to train them for their adulthood, and Hulk formed a team called "Agents of S.M.A.S.H." to deal with "Hulk-sized" threats, and prove to the world that they're not monsters, but a family.

Earth-12041 is the reality designation for:

The characters are mostly based on characters from Earth-616, but use elements and story lines from Earth-1610 and Earth-199999.

Main Characters

Supporting Characters


Other Characters

Charles (Earth-12041)

Charles (Earth-12041) from Ultimate Spider-Man (Animated Series) Season 2 7 0001

Charles the Butler

Charles was the butler of the Mayor of Boston.[1]

Moleskin (Earth-12041)

Moleskin (Earth-12041) from Ultimate Spider-Man (Animated Series) Season 1 6 0001

Coach Moleskin

Coach Moleskin was the gym teacher at Midtown High School.[2]


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