Soul Burn (USM Episode)

The 20th episode of the alternate fourth season of Ultimate Spider-Man TV Show, originally entitled Ultimate Spider-Man vs. the Sinister 6, here entitled Ultimate Spider-Man and the New Avengers.

Featured Characters

 * Spider-Man / Peter Parker
 * Phoenix Princess / Mary Jane Watson
 * Light Phoenix

Supporting Characters

 * S.H.I.E.L.D.
 * Maria Hill
 * Doctor Curt Connors (possessed by Nightmare) (gets and loses Dark Phoenix Gem)
 * New Avengers
 * American Son / Harry Osborn
 * Jocasta
 * Cyberstar / Liz Allan
 * Agent Venom / Flash Thompson
 * Black Cat / Felicia Hardy
 * Iron Phoenix / Gwen Stacy
 * Kid Arachnid / Miles Morales
 * Bill
 * Ghost Rider / Johnny Blaze
 * Black Rose / Roxanne Simpson (first appearance)
 * Avengers
 * Captain America / Steve Rogers
 * Black Widow / Natasha Romanoff
 * Iron Man / Tony Stark
 * F.R.I.D.A.Y.
 * Thor
 * Hawkeye / Clint Barton
 * Falcon / Sam Wilson
 * Redwing
 * Hulk / Bruce Banner
 * Spitfire / Jacqueline Falsworth

Villains

 * Nightmare
 * Dark Phoenix Illusions
 * Doctor Octopus / Otto Octavius (as an illusion or vision only)
 * Iron Patriot / Norman Osborn
 * Iron Monger / Obadiah Stane
 * Loki

Other Characters

 * Betty Brant (appears in TV, Computer Screen or Hologram)
 * Frigga (appears as an illusion or vision only)
 * Howard Stark (appears as an illusion or vision only)
 * Doctor Spectrum (mentioned only)

Plot
In the Triskelion, Peter is watching in a monitor as the Avengers battle the Thunderbolts in Oscorp and expresses regret on not being there until Hill states that Captain America did ask him to keep the New Avengers together to avoid involvement more conflicts. Suddenly, they hear an explosion in the laboratory and find Doctor Connors floating in the air and taking off to the distance. Through her Phoenix powers, Mary Jane senses that Connors has the sixth and last Dark Phoenix Gem.

With the rest of their team busy trying to keep Osborn from accessing Public Communication Systems and defending the Tricarrier from an attack by Oscorp’s Guardsmen, Mary Jane accepts that she and Peter are on their own, which Hill declines because she knows someone who can help. The young couple take the Spider-Bike and head to a small town where they encounter Motorcycle Stuntman Star Johnny Blaze and his fiancee and journalist Roxanne Simpson, whom they claim that Hill “needs the Soul Hunters”, to which Blaze and Simpson respond by changing to their respective forms of Ghost Rider and Black Rose and agree to help the young couple with Connors’ condition. They follow Connors’ trail, which leads them to an desert close to Boston where Connors is struggling to fight the Gem’s influence. Just as Spider-Man and Phoenix Princess offer him help, they are approached by Iron Man, who was looking to reach them before Norman does. The situation, however, gets worse when the heroes are confronted by Iron Monger and Loki (both wanting the Gem’s power) as well as Norman Osborn, who is seeking revenge on the young couple for “corrupting his son Harry against him”.

A battle starts between the five heroes against Loki, Stane and Osborn: while Ghost Rider and Black Rose hold down against Loki and Iron Man battles Iron Monger, Spider-Man and Phoenix Princess battle Iron Patriot. The fight is interrupted when Connors reveals that he is possessed not only by the Dark Phoenix Gem, but also by the demon Nightmare, who is planning to use the Gem’s to destroy the world with the mortal beings’ fears and using Connors as a host. Loki and Stane attempt to obliterate Connors, but Nightmare forces him to cast a dark spell which forces the two villains to experience nightmarish visions of Thor’s mother Frigga (who haunts Loki for disrespecting their family’s name in Asgard) and Tony’s father Howard Stark (who haunts Stane for betraying him and his son Tony over the use of Stark Industries). Against Spider-Man’s words, Norman also attempts to subdue Connors, but is caught by the same dark spell which forces him to experience a nightmarish vision of Doctor Octopus (who haunts him for making him an abomination to the world and a slave). Strengthened by the three villians’ fears, Nightmare opens numerous portals which unleash hordes of minions which will set out to feed on mortals’ nightmares.

Just as they seem outnumbered, the heroes are joined by their fellow New Avengers (consisting of American Son, Agent Venom, Black Cat, Cyberstar, Iron Phoenix and Kid Arachnid) and Avengers (Captain America, Black Widow, Thor, Falcon, Redwing, Hawkeye and Hulk) as well as the new member of the Phoenix Warriors, the Inhuman speedster Spitfire. While Falcon and Iron Phoenix project Sun Powered Force-Field the Nightmarish Demons from getting out, the rest of their allies work to stop Nightmare. Spider-Man manages to cut off Connors’ bionic arm to separate him from the Gem while Phoenix Princess and Hulk destroy the Gem, whipping Nightmare’s minions out of existence. However, the Nightmarish Images of Frigga, Howard Stark and Doctor Octopus are still active because of Loki, Stane and Osborn being unable to fight them back. Spider-Man, Thor and Iron Man eventually convince them to use their minds and hearts to overcome their fears, which the three do so by emotionally making peace with their fears and admitting their mistakes, causing the illusions to vanquish out of existence and expose Nightmare to the real world. Ghost Rider and Black Rose take the powerless demon hostage and depart to unknown distances. As Loki is taken back to Asgard to answer for his crimes and Stane is taken to prison again, Osborn is taken to S.H.I.E.L.D. custody until he is pardoned, but not before he claims that he will no longer be wearing the Iron Patriot armor ever again. As the heroes work to repair the damage done in the Tricarrier and the Triskelion, Connors is taken to S.H.I.E.L.D. for recovery and Peter and Mary Jane rejoice. Liz also asks if Harry will be reconciling with his father, to which he responds: “Maybe later.”.

Previous Episodes

 * The story begins in the third half of the Avengers: New Heroes’ Time episode War of the Patriots, on which the Avengers were still battling the Thunderbolts before Osborn retreated to go after Peter and Mary Jane.
 * Loki is still traumatized by his shame since he had swapped bodies with Doctor Octopus in Superior Loki.
 * Events of the Avengers Assemble episode Spectrums are mentioned in the episode:
 * The battle between Loki, Stane and Osborn against Nightmare is noted by Iron Man to be just like the one he, Captain America and Thor had with Doctor Spectrum.
 * Bill, the original host of the Doctor Spectrum Power Prism, is still working with S.H.I.E.L.D. since the Avengers freed him from the Prism's influence.