The Phoenix's Quest

The 4th 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

 * New Avengers
 * Spider-Man / Peter Parker
 * Phoenix Princess / Mary Jane Watson (joins team)
 * Light Phoenix
 * American Son / Harry Osborn (joins team)
 * White Tiger / Ava Ayala
 * Iron Fist / Danny Rand
 * Nova / Sam Alexander
 * Power Man / Luke Cage
 * Agent Venom / Flash Thompson
 * Firestar / Angelica Jones
 * Scarlet Witch / Wanda Maximoff (first appearance as Scarlet Witch) (joins team)

Supporting Characters

 * Queen Andrea Carter
 * Phoenix Warriors
 * Jean Grey
 * Redwing
 * Summer Knight / Bucky Barnes
 * Red She Hulk / Dr. Betty Ross
 * Sun-Hawk / Adrian Toomes
 * S.H.I.E.L.D.
 * Nick Fury
 * Agent 7 / Agent Phil Coulson
 * Maria Hill
 * Commissioner George Stacy
 * Rosy Barsi (first appearance) (gets and loses Dark Gem)

Villains

 * Dark Gem Entity
 * Dark Gem Shades
 * Man-Spider Shade
 * Dark Phoenix Shade
 * Savage Kraven Shade
 * Titus Shade
 * Rhino Shade
 * Dragon Man Shade
 * Green Goblin Shade
 * Shi'ar Rogues / Imperial Guard
 * Deathbird / Cal'syee Neramani (first appearance)
 * Warstar (single appearance) (death)
 * Starbolt (single appearance) (death)
 * Kree
 * Ronan the Accuser
 * Nebula (death)
 * Korath the Pursuer (death)
 * HYDRA
 * Arnim Zola
 * Hulkbusters (disbanded)
 * Glenn Talbot (first appearance)
 * Spider-Slayers (mentioned only)
 * Batroc the Leaper
 * Galactus (mentioned only)
 * Arcade
 * Sentinel
 * Dracula (appears in TV, Computer or Hologram)

Other Characters

 * New Avengers
 * Squirrel Girl / Doreen Green (cameo)
 * Cloak / Tyrone Johnson (cameo)
 * Dagger / Tandy Bowen (cameo)
 * Kazar (cameo)
 * Zabu (cameo)
 * Iron Spider / Amadeus Cho
 * Black Cat / Felicia Hardy
 * Jewel / Jessica Jones
 * Triton (cameo)
 * Norman Osborn
 * Liz Allan
 * Avengers (mentioned only)
 * Captain America / Steve Rogers (mentioned only)
 * Iron Man / Tony Stark (mentioned only)
 * Hulk / Bruce Banner (mentioned only)
 * Betty Brant (appears in TV, Computer Screen or Hologram)
 * General Thunderbolt Ross (mentioned only)

Locations

 * New York City
 * Triskelion
 * Roxxon
 * Nest of Helios
 * Italy
 * Pompeii

Plot
In New York, Spider-Man and Harry Osborn (now operating in the American Son armor, a flight exo-suit designed by S.H.I.E.L.D. Agents in Stark Industries) oversee a crowd of citizens protesting against Major Glenn Talbot, General Ross' former right hand and successor as leader of the Hulkbusters, over his attempts to capture the Hulk, whom he still sees as a threat. Just as Talbot attempts brute force to get them out of his way Spider-Man and American Son intercept his squadron and apprehend him. Later, they chase Batroc the Leaper, who had stolen an Arc Reactor from Roxxon. The villain is caught off-guard by Phoenix Princess, who knocks him out of the air with a single blow of her wings. Spider-Man admits how wonderful she was and the two share another kiss, much to Batroc's dismay and horror as he loudly screams in panic until he faints. From the Nest of Helios, Queen Andrea telepathically informs the Phoenix Warriors of a mission she has for them.

Back in Triskelion, Spider-Man's teammates, aware of Mary Jane and Harry's activities as the Phoenix Princess and American Son and impressed with their performance, decide that they could join their team. Spider-Man claims they will need to talk to them first. The team meets the two new heroes after they defeat Arcade in his remote controlled Sentinel and offer them a place with the New Avengers. They both accept, although Mary Jane also claims she needs to accomplish a mission Queen Andrea sent her and the other Phoenix Warriors for: to find a 10 year old girl named Rosy Barsi, who has a close connection with the Light Phoenix's last human host before her past reunion with Dark Phoenix and their merging with Jean Grey, on which they agree to help her. The team meets with the other members of the clan, consisting of Wanda Maximoff (now known as Scarlet Witch), Summer Knight, Sun-Hawk, Red She-Hulk, Redwing, Firestar and their leader Jean Grey, in the Nest of Helios, where Queen Andrea reveals that Rosy had been abducted by one of the six Dark Power Gems created by Dark Phoenix to hasten her return from the Infinity Vortex and forced to be its host. Andrea also advises them that they must destroy the Gem before it is taken by other corrupt warrior races who desire its power, including the rogue members of Shi'ar Empire and its rival race, the Kree.

The New Avengers and Phoenix Warriors split in teams of two (each Avenger with a Phoenix) to find Rosy: Spider-Man with Phoenix Princess, Agent Venom with Scarlet Witch, American Son with Redwing, Iron Fist with Firestar, White Tiger with Summer Knight, Nova with Sun-Hawk and Power-Man with Red She-Hulk. Using a duplicate of the Cerebro (a mutant device which Telepaths use to track living beings by reading their minds at limitless distances) designed by Harry, Jean is able to locate Rosy, who is somewhere in the ruins of Pompeii, in Italy. There, they clear the ruined city from HYDRA agents who had detected the Dark Gem's energies with Dr. Zola's devices and sent there to extract it. They outsmart the mercenaries and successfully find Rosy, who is apparently freed from the Dark Gem, though the Phoenixes sense the entity is only asleep and will wake up with something scares its host. They escort her to safety and avoid the HYDRA agents, but are suddenly confronted by the rogue members of Shi’ar Empire, consisting of Warstar and Starbolt and led by Deathbird, and Kree rogues Ronan the Accuser, Nebula and Korath the Pursuer. The aliens' presence inadvertently alerts the HYDRA agents and scares Rosy, awakening the entity, which forces her to create monstrous images of the monsters the young heroes would hate to face (and become).

The Avengers and Phoenixes combine their efforts to stay alive in the chaotic battle between the aliens and Zola's patrol. After the Dark Gem shades are subdued and destroyed, Phoenix Princess is able to free Rosy from the Gem's influence by telepathically placing her in a dream realm where the girl is comforted by her long lost mother (who was another victim of the Spider-Slayer attack in Sokovia). Using Spider-Man's Adamantium Webs to contain the Dark Gem's radiation, Mary Jane takes the gem to the depths of Mount Vesuvius where she plans to use her Phoenix powers to reawaken its magma activity, resulting in a volcanic eruption which will destroy the gem and drive-off the invaders. Deathbird attempts to stop her, but the young heroine defeats her while Spider-Man works to keep Ronan away from her and defeats him. With a single shot of her flames, Mary Jane successfully triggers the volcanic eruption as she and Spider-Man evacuate with their allies in time before the eruption destroys the gem and engulfs Warstar, Starbolt, Nebula, Korath and the remaining HYDRA agents and Kree soldiers, revealing only Zola, Ronan and a badly bruised Deathbird alive. The New Avengers (now joined by Phoenix Princess, American Son and Scarlet Witch) come back to the Triskelion as the Phoenix Warriors leave back to Nest of Helios with Rosy, deciding to watch over her until they can find a new home for her. Peter watches with a smile as his two best friends and Wanda are greeted by the rest of their teammates and comments to himself that his and his allies' reputation are really progressing endlessly.

Previous Episodes

 * Mary Jane and Wanda are with the Phoenix Warriors since the previous episode until they join the New Avengers as Phoenix Princess and Scarlet Witch.
 * Wanda mentions that Rosy’s parents and older sister are some of the Spider-Slayer’s victims in Sokovia, as she oversaw in the flashbacks of “Swinging for a Friend, Part 1: The Falcon Among Us” and Stark confirmed in Part 2.

Next Episodes

 * It is revealed in the Avengers: New Heroes’ Time episode Fantastic Inhumans and Where to Find Them that Rosy is a Inhuman descendant when the Terrigen Cloud transforms her into a Fox-themed Werewolf-like Humanoid, on which she is named the Werefox.