Ride of the Last Valkyrie

The 22th 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 / Peter Parker
 * Phoenix Princess / Mary Jane Watson
 * Light Phoenix Entity
 * American Son / Harry Osborn
 * Scarlet Spider / Ben Reilly
 * Cyberstar / Liz Allan
 * White Tiger / Ava Ayala
 * Power-Man / Luke Cage
 * Iron Fist / Danny Rand
 * Nova / Sam Alexander
 * Jewel / Jessica Jones
 * Kid Arachnid / Miles Morales
 * Silk / Cindy Moon
 * Jocasta
 * Ms. Marvel / Kamala Khan
 * Inferno / Dante Pertuz
 * Agent Venom / Flash Thompson

Supporting Characters

 * Midgard Valkyrie / Tarene Olson (first appearance)
 * Avengers
 * Captain America / Steve Rogers
 * Black Widow / Natasha Romanoff
 * Iron Man / Tony Stark
 * F.R.I.D.A.Y.
 * Thor
 * Hulk / Bruce Banner (mentioned only)
 * Hercules
 * Odin
 * Sif
 * Heimdall

Villains

 * Grandmaster
 * Amora the Enchantress (first appearance)
 * Rock Trolls
 * Dark Elves
 * Ares
 * Minotaurs
 * Harpies
 * Abomination / Emil Blonsky
 * Hela (flashback only)

Other Characters

 * Betty Brant (appears in TV, Computer Screen or Hologram only)
 * Valkyries (Only appearance; death) (Only in flashback)

Plot
Mary Jane and Kamala watch as Liz is teaching Tarene Olson, an 12 year-old orphan who used to be treated by other ‘popular’ girls as a ‘nobody’ due to what her unloving stepmother (who was previously exposed for past crimes and apprehended by Silk) forced her to wear, Cheerleader lessons at the same time they all witness Spider-Man and Thor battle Abomination. They also end up having a partner (but also competitor) in the Olympian Demigod Hercules, who arrogantly muses Spider-Man and his fellow Web Warriors as ‘lesser bugs’, prompting Spider-Man to fight Abomination without his gadgets to prove his worth and own strength. Thor does the same by fighting without his hammer. And just as Hercules struggles against Abomination, Tarene, feeling the need of defeating a super-villain to win some recognition, rushes in to help and, to the amazed eyes of everyone (and to Hercules and Abomination's shock), she singlehandedly lifts Thor’s hammer Mjolnir.

Abomination attempts to harm Tarene, but only to be knocked unconscious in very fellow seconds with a single blow of Mjolnir in the girl's hand. Even Tarene herself is stunned with the fact that she could wield Mjolnir as she is as aware as most people that no one can wield its power unless the wielder proves himself/herself worthy of lifting the hammer. As Tarene is given S.H.I.E.L.D. check-up, the Avengers are visited by Odin, who confirms that Tarene is pure of heart, which makes her worthy of lifting Mjolnir. Odin also reveals that Tarene is “the Last Valkyrie”, revealing that she is the descendant of one of the Valkyrior, a legendary force of female warriors who were destroyed defending Asgard from Hela long ago. Black Widow and female members of the New Avengers agree to look after and train Tarene while Spider-Man and the others, followed by Captain America and Iron Man, follow Thor on defeating Asgardian and Olympian monsters which invaded Earth. Under Heimdall’s warnings, the monsters are being manipulated into fighting each other by the Grandmaster.

The heroes arrive in the battlefield evacuating the innocent civilians and defeating the monsters. Hercules also arrives to help, although he is willing to battle the creatures himself to “regain his worthiness”. Spider-Man and Thor acknowledge that Hercules is feeling humiliated and demoralized by Tarene after she saved him from Abomination, although it is clear that he does not want to believe that it was just Tarene being worthy of wielding Mjolnir. After giving Tarene some part of her training, Mary Jane is given by Light Phoenix a vision of what is going on: Amora the Enchantress and Ares are aiding the Grandmaster in destroying Earth by manipulating the monsters into destroying each other. As Mary Jane suggests to find a way to stop the villains, Sif informs her for an alternative: to create a weapon with the same power and functions of Mjolnir. Overhearing their plan, Spider-Man and Thor rush into the Triskelion to help Mary Jane and Sif by taking a sword and exact to combine it with Uru metal and energy from Mjolnir. As she oversees the forging of the sword, Tarene still feels doubtful of herself despite having proved worthy of wielding Mjolnir until Sif comforts her, telling that it is not her past which makes her who is she is, only what she chooses to be and what her heart decides for her. Encouraged by Sif’s words, Tarene accepts the newly forged sword, which she names Dragon Fang, and dresses an Valkyrior armor, dubbing herself the Midgard Valkyrie.

As their teammates join the battle helping repel the monsters and send them back to their respective realms, Spider-Man, Phoenix Princess, Thor, Sif and Tarene confront the Grandmaster, Amora and Ares in their sanctuary and a battle issues. Thor takes his fight against Ares in the battlefield, where Hercules, understanding that teamwork is the only way to regain his honor, cooperates with Thor, Agent Venom and American Knight in defeating the God of War. Spider-Man and Phoenix Princess duel with Grandmaster and defeat him before destroying his staff and leaving him to be taken by Heimdall to face Asgardian justice. Rejecting every single doubt about herself, Tarene defeats Amora in combat at the eyes of Sif and the citizens, who cheer on Tarene as a new heroine. As she takes the Enchantress to face Asgardian justice, Sif grants Amora with “girly humiliation” by cutting Amora’s hair to a rather horrifying style. Tarene wins more of Spider-man and Phoenix Princess’ sympathy before she leaves with Thor to Asgard until she is ready to join S.H.I.E.L.D. Academy. Spider-Man and his fellow Web Warriors gain a new respect from Hercules, who reconsiders everything he previously thought about them… except for the fact that “they are still not stronger than him”, to which Scarlet Spider and Kid Arachnid retaliate by delivering a resounding and comedic trashing in him and tossing him out of the Triskelion, much to Hercules’ embarrassment and the other heroes’ amusement and with Spider-Man commenting: “Typical Olympian.”.

Previous Episodes

 * Some moments relating to Hercules' team-up with the Hulk and his fellow Agents of S.M.A.S.H. in the Hulk and the Agents of S.M.A.S.H. episode The Tale of Hercules are mentioned and referenced in this episode.

Voice Cast

 * Drake Bell as Spider-Man / Peter Parker
 * Ashley Johnson as Phoenix Princess / Mary Jane Watson
 * Matt Lanter as American Son / Harry Osborn, Agent Venom / Flash Thompson
 * Eric Bauza as Iron Spider / Amadeus Cho
 * Ogie Banks as Power-Man / Luke Cage, Kid Arachnid / Miles Morales
 * Greg Cipes as Iron Fist / Danny Rand
 * E.G. Daily as Black Cat / Felicia Hardy
 * Jennifer Hale as Light Phoenix, F.R.I.D.A.Y.
 * Caitlyn Taylor Love as White Tiger / Ava Ayala
 * Logan Miller as Nova / Sam Alexander
 * Kathreen Khavari as Ms. Marvel / Kamala Khan
 * Hynden Walch as Cyberstar / Liz Allan
 * Roger Craig Smith as Captain America / Steve Rogers
 * Tara Strong as Midgard Valkyrie / Tarene Olson, Jocasta
 * Adrian Pasdar as Iron Man / Tony Stark
 * Laura Bailey as Black Widow / Natasha Romanoff
 * Travis Willingham as Thor
 * Yuri Lowenthal as Inferno / Dante Pertuz
 * Dave Boat - Hercules
 * Kimberly Brooks as Jewel / Jessica Jones
 * Ashly Burch as Silk / Cindy Moon
 * Sumalee Montano as Sif
 * Kevin Michael Richardson as Heimdall
 * Fred Tatasciore as Odin
 * Grey DeLisle as Betty Brant
 * J. B. Blanc as Ares
 * April Stewart as Amora the Enchantress
 * Jason Spisak as Grandmaster