Ultimate Spider-Man with the Hulk Ultimate Spider-Man with the Hulk

It's an encounter so monumental it could only happen in Times Square. The May 6 episode of the new Disney XD series Ultimate Spider-Man boasts the first-ever meeting of Marvel Comics icons Spider-Man and the Incredible Hulk in a plot that has the Hulk on a rampage in midtown Manhattan. A riff on such "found footage" movies as Cloverfield and Chronicle, the entire episode will appear to be shot on a cell phone camera — an idea that came directly from Marvel's chief creative officer Joe Quesada.

"There's never been anything in animation quite like this episode — narratively or visually," says Duncan Rouleau of Man of Action, the revered-by-fanboys company that produces the series with Marvel. (MOA also created the Cartoon Network smash Ben 10 franchise). Adds Quesada: "Not only will you get a first-hand look at what it feels like to swing across the city with Spidey, you'll get close enough to the Hulk to have him fog up your lens and smell his breath."

Ultimate Spider-Man teams the title character — a restless teen only a year into his superpowers — with such Marvel mentors as Iron Man, Captain America, Wolverine and Thor. "What we have here is a Spider-Man who's still on a learning curve," says Rouleau. "He's all wide-eyed innocence and cocksureness, a kid caught in that place between rebellion and respect for authority.  He's still trying to discover himself, not only as a superhero but as a human being."

The Hulk plot kicks off with Peter Parker's girlfriend Mary Jane (seen in this series as an aspiring reporter, rather than an actress) scoring an exclusive phone cam interview with Spider-Man. "Fortunately for her this happens on the very same day Spidey runs into someone big and green and smash-oriented," says MOA's Steven T. Seagle. "Mary Jane gets a much bigger story than she ever imagined."

The MOA guys haven't had to worry about breaking any Spidey rules because, well, there aren't any. "So often in Hollywood, creative people are hired and then handcuffed but Marvel didn't want us tied in any way to Spider-Man's history," says Seagle. "They said, 'What if he'd never been created for the comics? What if he was created today specifically for animation? Let's start over!' And that's what we did. It's been very liberating."

Ultimate Spider-Man airs Sundays at 11am/10c on Disney XD's Marvel Universe programming block. Check out this clip from this week's episode, "Exclusive."