What happens when the world's most secure and dangerous floating facility is overtaken by symbiotes? The latest episode of Disney XD's "Ultimate Spider-Man," "Venom Bomb," answered that question, throwing some of Spidey's most dastardly foes into the mix just to make things a little more interesting.

After throwing a fight with Spider-Man and his fellow teen heroes, the Green Goblin was gladly taken aboard the S.H.I.E.L.D. Tricarrier where he unleashed the Venom symbiote to take over everyone aboard, including Nick Fury and Agent Coulson. Thanks to some quick thinking, Spidey avoided contamination and turned to Venom's creator and current S.H.I.E.L.D. prisoner Doctor Octopus for help. He even got to use the Iron Spider armor Tony Stark gave him again!

The continuity-heavy episode ended with Doc Ock escaping S.H.I.E.L.D. free to cause more trouble down the line, but not until he cured Norman Osborn of his pesky Green Goblin problem, something Peter's been working on since the end of the first season. It might seem like your typical "all in a days work" scenario for a superhero, but this was a major win for Spidey, one that will help build his confidence as the season progresses.

In this week's UNMASKING "ULTIMATE SPIDER-MAN," Supervising Producer Cort Lane explains the importance of this episode in the grand scheme of things for the series, the impending debut of Iron Patriot and the cartoon's unique takes on the web-head's rogues.

CBR News: "Venom Bomb" features the return of some pretty important villains we haven't had the chance to talk about yet. What was the development process like for these new versions of Green Goblin, Dr. Octopus and Venom?

Cort Lane: I think it's fair to say on all three we were inspired both by classic publishing versions and also the Ultimate Comics versions, then we crafted new stories using those creative elements. To be honest, those three characters are the basis of the story of both seasons. This episode in particular is pivotal for all three of those characters and spins the rest of the season in a different direction that involves Ock and Goblin, or I should say Norman, as we see at the end of the episode.

All of this, as it relates to those three characters, started in the pilot of the series and you can see all that come into play. We have an arc developed for both Norman and Octavius across both seasons, and you're beginning to see great twists and turns as their relationship changes and as they change as characters. Ock has become much more aggressive and assertive, but you see how reverts to this really fearful, submissive relationship when he's with Norman. Norman's ambitions have taken him over and he's turned into this monster and that's been really interesting to watch, but all that changes at the end of this episode.

It's almost like a dysfunctional family relationship between them because Doc Ock and Green Goblin had hands in turning one another into supervillains and then Venom was created by Otto but used by Norman in this episode.

We wanted to make sure in this series that everything, as it related to the villains, has a very personal connection to Peter. The things that Ock and Norman have done to Spider-Man have affected his life profoundly. Peter takes on tremendous responsibility, because of his friendship with Harry, to cure Norman. It's been weighing on him since the end of Season One. He actually finally achieves that at the end of this episode, but unfortunately that sets other horrible things in motion for the rest of the season.

This episode, while very important to the over-arching story, also seemed very accessible even if you hadn't seen every previous episode. Is it difficult keeping more casual viewers on top of things while not alienating regular fans?

Yeah, it is. It's something we always keep in the back of our minds in the writer's room as we break the stories. In this particular one, there's a lot of continuity that leads up to it, but we briefly explain that, particularly through the Mini Spidey sequences so we can catch viewers up very quickly so you're not lost. We never want to have a "Previously On" sequence. At the end of this episode, things sort of start fresh with Norman and Ock, so it's very easy after this episode to catch up on the series. We want kids to feel [like they can watch any episode]. We can't assume that they've watched every episode and want them to know what's going on.

This episode was written by Man of Action and Scott Mosier who's known for producing and editing. What does he bring to the table for the series?

I don't work very directly with Scott, but I work very directly with Man of Action and they work with him. Scott has been great at giving us really intense, action-filled, but also emotionally grounded, episodes. Man of Action works very closely with him to write those stories.

"Venom Bomb" also had plenty of action scenes to go along with the important character and over-arching story elements.

I really want to give props to our director Phil Pignotti. This episode is full-out, edge of your seat fun with escalating action that tops itself from scene to scene. That, especially, is his contribution. I think his directing on this was thrilling. There's so much of a personal story, yet it touches on all of our season arcs and is action from beginning to end.

In this episode, and "The Incredible Spider-Hulk," it seems like Nick Fury might be slipping a little. Mesmero took control of his mind in that episode and also didn't catch Norman's Venom bomb in this one. Is that an overarching theme of the season, or am I just being hard on him?

[Laughs] I think you're being a little hard on him, because the Hulk thing was all Mesmero's mind control. Here, in a way, Fury is justified. He wants to put Norman [in prison] on the moon because he believes he's too dangerous a threat to have anywhere. Frankly, Nick is right, because just having him in the Helicarrier turned out to be a horrible disaster. Peter is the one who goes out on a limb and believes he can cure Norman and Nick thinks that's too risky.

What that illustrates is the conflict between Fury and Peter in a lot of episodes, which really comes to a head in this one. Peter is really rebellious right in front of Nick because he feels so strongly about his personal obligation to cure Norman for his friend Harry. They argue about it. Later on, Peter has an extended fight sequence where he has to fight Nick Fury who's been Venom-ized, which is sort of a more abstract version of that conflict.

We end the episode with this really wonderful conversation where Nick admits that Peter was right to take that risk to cure Norman because he is a loyal friend and it was the right thing to do. Peter always thinks he's screwing up, so the difference of opinion is really what the episode is about.

Going back to "Incredible Spider-Hulk" again, we started to see Spidey get a better idea of how the public appreciates him, and now he's feeling more confident after saving Norman. Is that building of confidence one of the season's over-arching themes?

We developed the season with the idea that we really see Peter becoming an A-level, big time Marvel hero. He's a long way from the rookie he was in the first episode of Season One; now he's getting real skills. This episode is a big win for him. He saves all of S.H.I.E.L.D. and, frankly, the planet from a Venom-ized army of S.H.I.E.L.D. agents and the Green Goblin. Not only is it a big win, but Fury admits this to him. This is sort of a turning point for him. The rest of the season we'll see -- if he's really at that level -- what that means for his career as a superhero. We actually answer that at the end of the season.

You've mentioned figuring out season-long arcs a few times. When you plan, do you go beyond the season you're currently working on?

I have to be very careful how I answer this. We always have an idea of where we would go in the future, but we very much just focus on planning out the season ahead of us. We literally put up little cards on the wall and build the season out.

That's interesting. I've seen some writer's rooms where they use cards, and others where they have everything written out on huge wipe boards.

We break out individual episodes on wipe boards, but on the other side of the room, we break out the season on little cards. We can think about characters we want to feature, what characters have been featured where and what story arcs we're touching on at which point in the season, so we can map it out visually. It just allows us to keep track of it at all times, because we will do probably five or six story-break sessions per season.

Getting back to "Venom Bomb," what was the kernel that the story grew from? Did it start from the idea of Venom on the Tricarrier or was it the idea of getting Spider-Man more confidence?

Pretty much every episode has three elements. What is the big idea that would be cool to watch in the episode? In this case it's, "What if everybody -- all of S.H.I.E.L.D. -- was Venom-ized and Peter was stuck on the Tricarrier with an army of S.H.I.E.L.D.-Venom agents including Nick Fury-Venom and Green Goblin and Doctor Octopus?" It's the big idea of escalating action where you just don't know how Spider-Man's going to get out of it.

The second thing is, you always have to have is some sort of emotional undercurrent, something that has a personal connection to Peter or somebody else. In this episode, it's that he feels an obligation to his best friend to save his father.

The third elements is how it locks into the story of the season. In the case of the Deadpool episode, that was a very subtle thing in terms of him becoming a better hero over the course of a season, but in this particular episode, it's a very specific part of the Norman-Doctor Octopus story that has a big payoff at the end of the season.

The end of the episode saw Spider-Man showing Harry that his dad was okay. Will this news and their relationship come into play as the season progresses?

Like I mentioned, this is a big win for Peter, which is great. He celebrates, but there's a lot of consequences for this victory. One of them is that Norman's cured. What happens now? Well, he takes on a very different role that complicates Peter's life even further and Harry's involved with that. I'm going to spoil a little bit and say, wait till you see the Iron Patriot.

Then, on the other side, Doc Ock is free and he's free to get vengeance on both Spider-Man and Norman. He will do so with the Sinister Six in tow.

The next episode is called "Guardians of the Galaxy." Does that one spin directly out of "Venom Bomb," or is it something of a detour for Spider-Man?

We're not going to see the results of Peter's win right away. While Ock and Norman are figuring out their next steps we get this wonderful episode that's part of our season storyline that shows how Peter's becoming a better leader to these other heroes.

We've taken the time to have special episodes with Iron Fist, Power Man and White Tiger and now it's Nova's turn. The Guardians of the Galaxy have a history with Nova, so that's why we decided to explore that at this point. Throughout the season we have these episodes where Spidey's connection to his teammates grows stronger and he learns how to lead them better, which is all part of him becoming a better hero.

Disney XD's "Ultimate Spider-Man" airs at 11:00 AM on Sundays.

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