Shadows of HYDRA

The 6th 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
 * Light Phoenix
 * American Son / Harry Osborn
 * Jocasta
 * Scarlet Spider / Ben Reilly (first appearance) (flashback and main story) (joins team)
 * Sun-Eagle / Audrey Toomes / She-Vulture (first appearance) (flashback and main story) (joins team)
 * White Tiger / Ava Ayala
 * Black Cat / Felicia Hardy
 * Iron Fist / Danny Rand
 * Firestar / Angelica Jones
 * Nova / Sam Alexander
 * Power Man / Luke Cage

Supporting Characters

 * Aunt May
 * Queen Andrea Carter
 * Phoenix Warriors
 * Sun-Hawk / Adrian Toomes
 * Red She-Hulk / Dr. Betty Ross

Villains

 * HYDRA
 * The Tinkerer / Phineas Mason (single appearance) (Death)
 * Viper Empress / Madame Hydra / Ophelia Sarkissian
 * Arnim Zola
 * Kraven the Hunter
 * Doctor Octopus / Dr. Otto Octavius (cameo) (appears in Computer, TV screen or Hologram)

Other Characters

 * Spencer Smythe (single appearance) (Flashback only) (Death)
 * S.H.I.E.L.D. Agent Sebastian Derik (single appearance) (flashback only) (Death)
 * Unnamed HYDRA subjects (first Appearance)
 * Tigra / Greer Grant (first appearance) (cameo)

Locations:


 * U.S.A.
 * New York City
 * Queens
 * Triskelion
 * Eastern Europe
 * Sokovia
 * HYDRA Research Base

Plot
Spider-Man and his team are in Sokovia, where they fight their way through the HYDRA Research where Wanda and Pietro were given their powers. Spider-Man, American Son and Agent Venom battle Dr. Zola while Phoenix Princess, Black Cat and White Tiger deal with Viper Empress. Right in the middle of their battle, Spider-Man and Phoenix Princess’ patrols are unexpectedly aided by two more unknown metahumans: a Spider-powered vigilante only known as Scarlet Spider and female Bird-themed hermit based on Sun-Hawk’s former looks as Vulture calling herself She-Vulture.

Jocasta, on both Spider-Man and Phoenix Princess’ armors, analyses the metahumans and confirms that Scarlet Spider shares the same blood sample of Spider-Man and She-Vulture shares the same DNA of Sun-Hawk’s Vulture persona, indicating that they are clones created by HYDRA as their most anticipated weapons. Before they can learn more, Scarlet and She-Vulture vanish while Harry downloads data from Zola’s computers containing reports about previous events. Back in the Triskelion, the team discovers that Zola and Viper Empress had collaborated with Doctor Octopus to create their first living weapons using research data from Doctor Spencer Smythe, a scientist and former colleague of J. Jonah Jameson’s who was kidnapped by HYDRA agents. They also discover had there was a Double Agent working for S.H.I.E.L.D. who used nanotech files to convert Scarlet and She-Vulture’s minds, making them think and act like their original templates and turning them against their creators, and attempted to rescue Smythe until they were killed by the Spider-Slayer which attacked Sokovia. Meanwhile, in the main headquarters of HYDRA, Viper, enraged with one of her creations’ acts of rebellion against her, decides to personally capture She-Vulture dead or alive while she also hires Kraven the Hunter to capture or exterminate Scarlet Spider.

Spider-Man searches for Scarlet Spider while Phoenix Princess, aided by Red She-Hulk, goes after She-Vulture. From Peter, Scarlet progressively learns of the importance of being a hero like the deceased S.H.I.E.L.D. Agent was and follows Peter’s ways to fight crime. Phoenix Princess and Red She-Hulk, using a small Eagle feather, use their Phoenix powers to convert She-Vulture to the Phoenix Force and change her appearance to a Eagle-themed metahuman, redubbing her as Sun-Eagle and clearing her mind out of her connection with HYDRA. The two groups are suddenly ambushed by Kraven and Viper and, after defeating them, they learn that there is an mad scientist working for HYDRA only known as The Tinkerer, who is using his knowledge of the Winter Soldier Project to create an army of Animal-themed metahumans to attack New York. They watch in the skies as the Tinkerer prepares to send in the enslaved metahumans from a HYDRA Flagship.

The team, allied with Red She-Hulk and Sun-Hawk, infiltrates the ship and manage to free all metahumans from their brainwashing and stop the invasion in the city, though some of these metahumans manage to escape the ship in their own. The Tinkerer, alerted of their presence, sends in Zola’s synthezoids to attack them. While the others fight the robots, Scarlet Spider and Sun-Eagle confront Tinkerer in a Spider-Slayer mech suit similar to the one which attacked Sokovia and, after a long fight, the two defeat him and, knowing that he is not the pilot of the mech they saw, leave him. Jocasta hijacks the ship, sending it to Death Valley before she and the team escapes. Viper Empress and Kraven, incorrectly deducing that the Tinkerer was the one responsible for attacking their Research Base in Sokovia with the Spider-Slayer, proceed to revengefully kill him (off-screen). Back in the Triskelion, Scarlet Spider and Sun-Eagle, congratulated for their brave efforts, are given a place in the New Avengers as well as a place with Peter and Aunt May (who names Scarlet Ben) and Adrian Toomes (whom Sun-Eagle lives with as his adoptive twin sister naming herself Audrey). The two are last shown visiting the grave of the S.H.I.E.L.D. Agent (his name revealed to be Sebastian Derik) who saved their lives in Sokovia.

Previous Episodes

 * Dr. Smythe and the Double Agent Derik are revealed to be two of the twelve victims of the Spider-Slayer’s rampage in Sokovia as reported in Swinging for a Friend.

Next Episodes

 * Tigra, who makes a cameo appearance in this episode, returns in Avengers: New Heroes’ Time episode Of Birds and Cats.