Marvel: All New, All Different Chronicles/Living Brainstorm

Living Brainstorm is the second episode of Spider-Man's arc in Marvel: All New, All Different Chronicles.

Featured Characters

 * Spider-Man / Peter Parker

Supporting Characters

 * Sally Avril
 * Baxter Institute
 * Staff
 * Mister Fantastic / Reed Richards
 * Invisible Woman / Susan Storm
 * Students
 * Mary Jane Watson
 * Michelle Jones
 * Ned Leeds
 * Randy Robertson
 * Carlie Cooper
 * Nathan “Nate” Quil
 * Zoe “Zoey” Gillan
 * Sam Wilson
 * Aunt May
 * Edith (first appearance)

Antagonists

 * Oscorp
 * Norman Osborn (mind transferred to Living Brain's body) (flashback and main story) (dies)
 * Trapster / Clayton Cole (first appearance)
 * Scorpion / Mac Gargan (first appearance)
 * Living Brain / The Goblin / “Norman Osborn” (first appearance) (flashback and main story) (mind transferred to Norman Osborn's body)
 * J. Jonah Jameson (single appearance) (mind transferred to and from Flash Thompson's body)
 * A.I.M. (first appearance)
 * Unnamed Agents

Other Characters

 * Human Torch / Johnny Storm (mentioned only)
 * The Thing / Ben Grimm (mentioned only)
 * Midtown High School
 * Staff
 * Principal Warren
 * Students
 * Harry Osborn
 * Annabelle "Anna" Brady (first appearance)
 * Flash Thompson (mind transferred to and from J. Jonah Jameson's body) (removed)
 * Otto Octavius (flashback only)

Plot
Two years ago, Oscorp was attacked by a deformed Dark Elf referred to as the Goblin, who was teleported to Earth by a malfunction on a Space Stone-powered machine, until he was stopped by Otto Octavius, who vaporized the Goblin's body using the Living Brain. However, the Living Brain is revealed to have become the host of the Goblin's consciousness, and Octavius (who had learned of this) had forcibly shut the Living Brain down and seal it away in one of Oscorp's warehouses. In Present day, two A.I.M. agents arrive to steal tech stored on one of Oscorp's warehouses, until they accidentally reactivate the Living Brain, which is now under Goblin's control. The Goblin absorbs the agents' life forces and sets out to get revenge on the Oscorp employees.

One month after dropping out of Midtown High School, Peter Parker is with his friends enjoying their new enrollment at Baxter Institute as Reed Richards welcomes more new students. In one of their class lessons, Peter and his friends learn from their top teacher and Richards' wife Susan Storm more about Artificial Intelligence life. Later on, while interning at Roxxon to oversee the A.I. systems stored in there (including prototype A.I. Edith, who takes a liking to him), Peter is met with Midtown High's school reporter Annabelle "Anna" Brady, who interviews him over the students' experiences in Baxter Institute. The interview, however, is interrupted when Flash Thompson comes by to mock Peter again and when Daily Bugle editor J. Jonah Jameson comes by greedily demanding Peter's answers about Spider-Man's identity following his help in defeating the Master Planner, causing Peter to dismiss everyone. After a angered Anna accuses the two for ruining her interview and declares that she will no longer host any more football matches in school, Thompson is forbidden from participating the football championship while Jameson is given a restraining order to keep him away from Peter and any Baxter Institute student. While still analyzing Edith, Peter watches Thompson and Jameson bickering and blaming each other for their conditions before he suits up as Spider-Man when the Living Brain emerges to wreak havoc. Spider-Man manages to stop the robot, although the Living Brain accidentally fires two beams at Thompson and Jameson.

As the Living Brain retreats, Spider-Man checks on Thompson and Jameson, who are luckily unharmed, although they continue bickering with each other when Jameson ungratefully berates at Spider-Man for the situation before Jameson forcibly retreats to Daily Bugle when the LMD disguised as Peter arrives. As Spider-Man rushes to the situation and the LMD resumes to oversee Edith alongside Richards, Thompson resumes training in gym while Jameson continues his work until both feel the growing effects of the Living Brain's laser beam, which simultaneously swaps their minds and bodies. Later on, Spider-Man overhears Richards alerting him that Scorpion and Trapster are after Edith and rushes there to stop them. After defeating the two villains, Spider-Man and Mr. Fantastic find a communication device revealing that someone hired them to take Edith in, and through the records, they believe it is Norman Osborn and rush into Oscorp to confront him. Scorpion and Trapster recover and ambush the duo so they can get their reward for Edith. Just then, they discover that it was not Osborn who hired them, but rather the Goblin through the Living Brain, who is eager to get his revenge on Osborn and Octavius.

Meanwhile, Thompson and Jameson begin damaging each other's reputation in Midtown High and Daily Bugle respectively while in each other's body. Thompson trashes Jameson's workplace while beating up and insulting the employees present until Mary Jane Watson (who infiltrated the Bugle for evidence of the Living Brain's existence) knocks him unconscious. And Jameson gets into a fight with the jocks dressed as Spider-Man and insults the teachers and cheerleaders before Sally Avril knocks him out. Back in the Oscorp building, Spider-Man and Mister Fantastic are struggling on their own against the Living Brain, who subdues the pair and prepares to kill Osborn, who has a disturbing vision of the Goblin in it. But before it can finish, Edith (taking control of the robotic owl she was stored in) attacks him, disabling his Neuro-beam guns and allowing Spider-Man and Mister Fantastic to finish the robot off, undoing the body swap on Jameson and Thompson in the progress. As Scorpion and Trapster are taken back to prison, Peter and Richards encounter Thompson and Jameson having been sentenced to do community service and clean up garbage after Thompson was expelled from Midtown High and Jameson was arrested for the incidents they both caused as a result of their mind swap. Peter is entrusted by Roxxon's executives to look after Edith under her wishes to be with him, as he is unsure if he and Richards had seen the last of the Goblin. Later at night, Osborn is shown at his office relieved that "the nightmare is over", but unknown to him, the Goblin's essence (having survived being erased in the Living Brain's destroyed body) has secretly possessed some small bits of Osborn's brain as he mutters: "I'm out... Or should I say... In." and laughs diabolically.

Voice Cast

 * Haley Joel Osment as Spider-Man / Peter Parker
 * Ashley Johnson as Mary Jane Watson
 * Lacey Chabert as Sally Avril
 * Alan Tudyk as Mister Fantastic / Reed Richards
 * Catherine Taber as Invisible Woman / Susan Storm
 * Scott Menville as Nathan Quill
 * Laura Bailey as Zoe Gillan
 * Bumper Robinson as Sam Wilson
 * Alanna Ubach as Michelle Jones
 * Zeno Robinson as Randy Robertson
 * Tara Strong as Carlie Cooper, Edith
 * Eric Bauza as Ned Leeds
 * Jennifer Hale as Aunt May, Annabelle Brady
 * Terrence C. Carson as Nick Fury
 * Sam Riegel as Harry Osborn
 * John DiMaggio as Principal Warren, J. Jonah Jameson
 * Jeffrey Combs as Norman Osborn, Living Brain / The Goblin
 * Will Friedle as Flash Thompson
 * C. Thomas Howell as Otto Octavius

Trivia

 * The ending of this episode is similar to the Transformers: Prime episode "Nightmare Fuel", on which Megatron had also managed to transfer his consciousness from his inactive body to Bumblebee's mind.