Nightmares in Red (USM Episode)

The 13th 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

 * Phoenix Force
 * Phoenix Princess / Mary Jane Watson (flashback and main story)
 * Light Phoenix
 * Dark Phoenix / Ashley Kafka (flashback and main story)
 * Dark Phoenix Entity

Supporting Characters

 * New Avengers
 * Spider-Man / Peter Parker (flashback and main story)
 * American Son / Harry Osborn
 * Jocasta
 * Kid Arachnid / Miles Morales
 * White Tiger / Ava Ayala
 * Iron Fist / Danny Rand
 * Nova / Sam Alexander
 * Power Man / Luke Cage
 * Scarlet Witch / Wanda Maximoff
 * Queen Andrea Carter
 * Phoenix Warriors
 * Jean Grey
 * Summer Knight / Bucky Barnes
 * Red She Hulk / Dr. Betty Ross
 * Sun-Hawk / Adrian Toomes
 * Emma Frost
 * Dr. Anna Maria Marconi (flashback and main story) (as Carnage Queen in flashback only)

Villains

 * Red Goblin / Red Skull / Johann Schmidt
 * Mary Jane’s Demons (in illusions or visions)
 * DemoGoblin
 * Carnage Queen
 * Red Viper
 * Viper Empress / Madame Hydra / Ophelia Sarkissian (flashback only)
 * Green Goblin (flashback only)

Other Characters

 * Aunt May (mentioned only)
 * Betty Brant (appears in TV, Computer Screen or Hologram)
 * Avengers
 * Captain America (appears in TV, Computer Screen or Hologram)
 * Thor (mentioned only)
 * Frigga (flashback only)

Plot
In the Triskelion, while the New Avengers train their prodigies in S.H.I.E.L.D., Mary Jane speaks with Peter before leaving to the Nest of Helios: she has proven to have mastered all the powers of the Phoenix Force, but most still complete one last phase of her Phoenix Training, the Trial of Heart, on which she must meditate to enter her Dream Realm to overcome her Inner Demons (representations of Mary Jane as the monsters she hates or fears to become by herself). Peter kindly wishes her luck before she leaves. Meanwhile, in the Negative Zone, Ashley Kafka, still bonded with Dark Phoenix, tearfully resides alone in there and regretful over the previous incident. She vows to never be close to anyone until she can truly control Dark Phoenix while she is observed by mysterious shadowed figures hidden within the Zone. One of them is shown smiling diabolically and whispering: “At last.”

Under Jean Grey’s instructions, Mary Jane meditates beneath the sunlight as she successfully enters her Dream Realm to confront her Inner Demons. In the first part of her mind, Mary Jane enters a world based on a Post-Apocalyptic version of New York, where the humans have been mutated into mindless and violent beasts. In this realm, she faces a monstrous Red Goblin-Like version of herself called DemoGoblin (which reminds Mary Jane of the monster Norman Osborn had become as the Green Goblin). Back in the Negative Zone, Kafka walks alone until she is chased by Insect-like creatures which reside in there. Though she initially wants to runaway, Dark Phoenix eventually stops her and convinces her to fight back.

Back in her Dream Realm, Mary Jane manages to defeat DemoGoblin, accessing the second part of her mind, where she enters a reality resembling a ravaged Midtown High, which had become Carnage Symbiote Hive. She comes face to face with a illusion of herself as Carnage Queen (reminding Mary Jane of the monster Dr Marconi was turned into in Roxxon). In the Negative Zone, with no other choice left, Kafka fights back against the insects, violently letting out her Phoenix Powers and exterminating them all one by one. Just as she wipes out the last of them, she is suddenly attacked by the figure which was observing her: the Red Goblin. In her dream realm, right after defeating Carnage Queen, Mary Jane enters the third and final part of her mind, a reality based on Prehistoric New York where humans have been mutated into animal-like creatures. She is challenged in there by her third and final Inner Demon: Red Viper (representation of herself becoming her one nemesis Viper Empress (the creature also speaks with a combination of both Mary Jane’s and Viper’s voice)).

As Mary Jane continues in meditating state fighting her demons, Jean and Andrea sense Kafka fighting the Goblin and telepathically grant her support by sharing her feelings and emotions with her avatar. Just as a nearly victorious Goblin is about to finish her, Kafka, following Andrea and Jean’s advices, completely embraces her Phoenix Powers and gains the upperhand, severely crippling Goblin and forcing him to retreat. Back in her Dream reality, Mary jane successfully overcomes her inner doubts and her Demon’s taunts, ultimately destroying it, fulfilling the Trial of Heart. She wakes up from her Dream Realm congratulated by Andrea and Jean, who also inform her that Dark Phoenix will no longer become a threat now that its host Ashley has complete control over it, even though she will still choose solitude until she overcomes her guilt. Mary Jane returns to New York as the Phoenix Princess and she is reunited with Peter, who fills her with massive love when he gives her a Bouquet of Asgardian Flowers (which Frigga allowed him to have) as a Valentine’s Day gift.

Previous Episodes

 * Wanda mentions having given Mary Jane her vision of the heroes’ Civil War in Swinging for a Friend, Part 1: Homecoming, which she still feels guilty for.
 * Peter, Mary Jane and Harry still have their Asgardian Amulets which Jane Foster gave them in Superior Loki.
 * Flashbacks of The Phoenix Awakens, Carnage Vengeance and Phoenix Lake featuring Viper Empress, Doctor Marconi as Carnage Queen and Ashley Kafka as Dark Phoenix play.