Captain Spider

The 10th episode of the second version 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 / Captain America / Peter Parker (flashback and main story) (first appearance as Captain America) (as Captain America in Illusion or Vision only)
 * Agent Venom / Flash Thompson
 * Iron Spider / Amadeus Cho
 * Kid Arachnid / Miles Morales
 * Scarlet Spider / Ben Reilly
 * Black Cat / Felicia Hardy
 * American Knight / Harry Osborn
 * White Tiger / Ava Ayala
 * Nova / Sam Alexander
 * Ms. Marvel / Kamala Khan
 * Inferno / Dante Pertuz
 * Iron Fist / Danny Rand
 * Power Man / Luke Cage
 * Jewel / Jessica Jones (first appearance) (joins team)
 * Cloak / Tyrone Johnson
 * Dagger / Tandy Bowen (cameo)
 * Squirrel Girl / Doreen Green
 * Ka-Zar (cameo)
 * Zabu (cameo)
 * Triton (cameo)

Supporting Characters

 * Jean Grey
 * Captain America / Steve Rogers (flashback and main story)
 * Mary Jane Watson
 * Light Phoenix
 * Liz Allan
 * Maria Hill

Villains

 * Hydra
 * Baron Helmut Zemo
 * Baron Heinrich Zemo (as an Illusion or Vision only)
 * Alistair Smythe (first appearance)
 * Dr. Michael Morbius
 * Unnamed Agents

Other Characters

 * Norman Osborn

Plot
Spider-Man and his team are battling a Hydra Patrol led by Baron Zemo, who is planning to take over technology from Stark Industries and use it for more unknown but hostile purposes. As the others keep the agents occupied, Spider-Man duels with Zemo himself, who, to his disadvantage, ends up experiencing visions of the Wall Crawler as Captain America, which distract him enough for Spider-Man to defeat him. As Zemo and his agents are taken to custody, Spider-Man has a small look at a nearby mirror and has the same vision Zemo had and is stunned with what he might become in the future.

Back in the Triskelion, Peter consults Jean Grey, who informs him that since he enhanced himself with the Phoenix Badge, he had also unlocked a small, but very powerful connection between him and Captain America. The other young heroes believe that Peter might be a distant relative or descendant of Steve Rogers. Just then, Hill approaches them and informs them that another answer might be with the Lab Spider which has bitten him and given him his powers. While American Knight, Agent Venom, White Tiger, Nova, Ms. Marvel, Kid Arachnid and Power Man, followed by Captain America, exact to infiltrate one of Oscorp’s Civil Facilities to search for answers, Peter is put by Jean into a Dream Realm which will get him to learn how it feels to be Captain America. His journey begins with visions of Steve Rogers’ past life, which continuously remind Peter of his own: both were once ordinary citizens who used to be bully victims until they ended up enhanced by experiments which gave them strength (Rogers being enhanced by Super Soldier Serums just like Peter was enhanced by a radioactive spider).

In the Oscorp Facility, the New Avengers end up meeting with Captain America’s prodigy Jessica Jones (also called Jewel), who had also agreed to solve the secrets of the Radioactive Spider responsible for Spider-Man’s powers. She also warns them that Zemo had contacted Hydra and sent a small squad led by their new super soldier Alistair Smythe to steal the Facility’s experiments for Doctor Octopus’ lab assistant Doctor Morbius and then destroy it. Back in his Dream Realm, Peter begins his experience as Captain America by experiencing a vision on which he (with Captain America’s uniform and equipment) is leading Super Soldiers resembling the Invaders in an assault on Heinrich Zemo’s laboratory. He and the Invaders battle countless waves of Hydra Soldiers as he ventures across the Castle and Peter confronts Zemo himself. Back in the real world, the New Avengers continue exploring the Facility until they are confronted by Smythe, Morbius (armed with a battle flight suit) and their Hydra Agents. As the others keep the villains occupied, Jessica reaches the Laboratory where she can find the data. As she checks the files, she discovers and informs Captain America and the team of the truth: the Lab Spider was created with the same Super Soldier Formula responsible for Captain America’s strength.

Back in the Dream Realm, Peter continues his fight with Zemo, who infamously taunts that it is the fate of every Super Soldier to “destroy everything built over the idea of Freedom and rule over Humanity”, to which Peter dismisses as he claims to choose his own fate and accept the ones which come with what he really wants. And what he really wants is to see a world without too much conflict on which Heroism, Honor, Freedom, Responsibility and Justice are the idea. Peter then finishes the fight before causing the debris to collapse over the factory, destroying all of Zemo’s experiments. He then awakens back to the Real World with Jean and Mary Jane next to him. The fight in Oscorp continues as the New Avengers continue working to keep the Hydra agents from reaching the Laboratory. Spider-Man eventually joins the fight and helps them defeat Morbius before Smythe challenges him. To Smythe’s bigger disadvantage, Spider-Man uses not only his fighting skills, but also Captain America’s fighting skills, leaving Rogers himself greatly impressed as the Wall Crawler defeats Smythe, who is left behind by the retreating agents and taken to custody. As Hill argues with Norman Osborn about the use of the Super Soldier Serum in Oscorp Formulas, Captain America voices his noble compliments to Peter, to whom he also apologies for leading him to a possible future on which Peter may share his same fate in war. Peter, however, gently compliments that he is okay with his future and will accept it as long as it is part of what he swore to his Uncle to be. As the team (now joined by Jessica) relaxes in the Triskelion beach with Sandman, Peter’s friends ask him about how it felt to be Captain America, to which he comments that it was just like his experience of being Spider-Man: to be a citizen who believes in what really is right for the good of all and worth fighting for.