Spider-Man: The Animated Series Season 5 Episode 6

A couple of scenes are shown out of order. During the S.H.I.E.L.D. attack, Captain America and Spider-Man are being held at gunpoint by the Chameleon while the Red Skull works. They manage to get loose and start fighting. The scene then goes back to Electro's battle with S.H.I.E.L.D., and he destroys their headquarters. Our point of view then returns to the doomsday machine, where Spidey and Captain America arrive and are ambushed by the Skull and Chameleon.