Avengers Unleashed

Avengers Unleashed (or Marvel's Avengers Unleashed) is an American animated TV Series based on the comic book Marvel superhero team of the same name. The show shares the same animation of The Avengers: Earth's Mightiest Heroes, but it is a reboot as well.

Summary
See also: List of episodes in "Avengers Unleashed"

The show follows the Avengers (consisting of Captain America, Iron Man, Thor, Captain Marvel, Black Widow, Wasp, Black Panther, Hawkeye and Hulk and joined by Spider-Man and his friends) protecting the Earth against random threats such as the super-villains including Spider-Man’s foes - consisting of the Sinister Six (Doctor Octopus, Electro, Kraven the Hunter, Vulture, Scorpion and Rhino), Green Goblin and Venom - the forces of Hydra led by Captain America’s notorious nemesis the Red Skull and more. The Mad Titan Thanos, who longs to inflict his will in the universe but sees the Avengers as a great threat to his future, is also one of the powerful villains the Avengers must stand against.

Avengers
A group composed of Earth's Mightiest Heroes, who dedicate their lives protecting their world from any threat which comes by.
 * Captain America / Steve Rogers (voiced by Roger Craig Smith), the leader of the Avengers and a World War II veteran, who was enhanced to the peak of human physicality by an experimental serum and frozen in suspended animation before waking up in the modern world.
 * Appearance: The same as in Avengers: EMH!, but wearing a costume based on the one worn by Chris Evans’ character in Avengers: Age of Ultron.
 * Iron Man / Tony Stark (voiced by Mick Wingert), the second-in command and benefactor of the Avengers, who is a self-described genius, billionaire, playboy, and philanthropist with electromechanical suits of armor of his own invention.
 * Appearance: The same as in Avengers: EMH!. His most used armor is detailed after the one worn in Avengers: Infinity War.
 * Spider-Man / Peter Parker (voiced by Scott Porter), a 23-year-old brilliant physics graduate at Columbia University and a prodigy in Pym Industries who developed spider-like abilities from a genetically-modified spider and uses them to take up the persona of a spider-based vigilante protecting New York City from its criminal underworld. He joins the Avengers after, with help from his friends and the Phoenix Corps, bringing them back from the Future world to the Present Day and helping them defeat Kang the Conqueror and the Thunderbolts.
 * Appearance: The same as in Avengers: EMH!, but with blue eyes. His first costume has the same details as in the comics while his Phoenix Corps mark is detailed after the one worn by Tom Holland’s character in Captain America: Civil War and Spider-Man: Homecoming. His Space/Underwater-Suit is based on the Iron Spider armor featured in Avengers: Infinity War.
 * Thor (voiced by Travis Willingham), an Avenger and the crown prince of Asgard, based on the Norse mythological deity of the same name.
 * Appearance: The same as in Avengers: EMH!. His armor is based on the one worn by Chris Hemsworth’s character in the 2012 Avengers film.
 * Hulk / Bruce Banner (voiced by Fred Tatasciore (as Hulk) and Nolan North (as Bruce Banner)), an Avenger and a genius scientist who, because of exposure to gamma radiation, transforms into a monster when enraged or agitated.
 * Appearance: The same as in Avengers: EMH!.
 * Captain Marvel / Carol Danvers (voiced by Jennifer Hale), an Avenger and a U.S. Air Force pilot whose DNA is fused with that of Kree warrior Mar-Vell's during an accident, which imbues her with the powers of superhuman strength, energy projection and flight.
 * Appearance: The same as in Avengers: EMH!, but without her mask.
 * Black Widow / Natasha Romanoff (voiced by Laura Bailey), an Avenger and highly trained spy working for S.H.I.E.L.D..
 * Appearance: The same as in Avengers: EMH!, but with the same costume as in Avengers: Age of Ultron.
 * Wasp / Janet Van Dyne (voiced by Colleen Villard), an Avenger and a college student who works with Hank Pym at Greyburn College in New York City. She became Wasp after she was bitten by an mutated wasp which granted her the abilities of Size-shifting, Flight, Telepathic insect control and the ability to fire Bio-electric energy blasts (or "Stings"). She is roommates with Phoenix Princess and Black Cat.
 * Appearance: The same as in Avengers: EMH!.
 * Black Panther / T’Challa (voiced by James C. Mathis III), an Avenger and the king of the African nation of Wakanda, who gained his enhanced strength by ingesting the Heart-Shaped Herb. He is also armed with his Vibranium Armor, which absorbs kinetic energy and redirects it into a Sonic Wave Pulse.
 * Appearance: The same as in Avengers: EMH!. His suit is based on the one worn by Chadwick Boseman’s character in the 2018 film.
 * Hawkeye / Clint Barton (voiced by Troy Baker), an Avenger and master archer working as an agent for S.H.I.E.L.D.
 * Appearance: Visually the same as in Avengers: EMH!, but with brown hair and wearing the same costume worn by Jeremy Renner in the MCU.
 * Phoenix Princess / Mary Jane Watson (voiced by Ashley Johnson), an Avenger and Peter’s love interest who became the host of Light Phoenix. She joined the team after helping Peter and the rest of their friends bring back the Avengers and defeat Kang and the Thunderbolts.
 * Appearance: The same as in Ultimate Spider-Man and the New Avengers, but animated after the female characters in Avengers: EHM!.
 * White Swan / Gwen Stacy (voiced by Mae Whitman), an Avenger and Peter’s 15-year-old step-cousin (whose widowed father George Stacy is married to Peter’s aunt May). After being struck by a power-laced diamond shard during the Thunderbolts’ battle with Arnim Zola, Gwen was given with the shard’s absorbed powers (including Flight, Telekinesis, Telepathy (from Wanda Maximoff), Electricity (from Max Dillon) and the ability to turn her body and skin into pure indestructible diamond (she can also turn her arms into weapons (similar to the Carnage symbiote hosts) at this state)) and becomes the new heroine White Swan and joins the team after helping end the Thunderbolts’ tyranny, defeat Kang and bring the original Avengers back from the future. She later discovers that within her Telekinetic powers, she also has some of the abilities of the Masters of the Mystic Arts, on which she becomes able to summon Tao Mandalas (which are used as shields, melee weapons and stepping platforms) and protect teleportation portals.
 * Appearance: She is visually a teenage variant of her appearances in the comics. Her White Swan attire is a one piece leotard (with a blue gem in the chest) with pairs of long boots and gloves, a cloak and a tiara mask (all of it colored in White). Her lips’ color is pink (when in her civilian identity) and blue (when in the form of White Swan).
 * Black Cat / Felicia Hardy (voiced by Ashly Burch), Mary Jane's best friend and roommate who became Spider-Man's crime-fighting partner Black Cat after gaining Cat-like abilities from a ancient mystic treasure within the Tomb of Isis and being given by T'Challa a necklace which can protect for her a Black Cat suit of her own. She joins the Avengers after helping defeat the Thunderbolts and bring the team back from the future.
 * Appearance: The same as in The Spectacular Spider-Man, though some white parts of her costume are made to look like a one piece leotard. As in Ultimate Spider-Man and the New Avengers and Avengers: New Heroes’ Time, her civilian identity consists of her being a blond haired green eyed teenager.
 * Falcon / Sam Wilson (voiced by Bumper Robinson), an Avenger and former pararescueman trained by the military in aerial combat using a specially designed wing pack, which is upgraded into a Falcon-themed armor by Peter and Jean, who recruit him as one of the first members of the new Phoenix Corps.
 * Appearance: Visually the same as in Avengers: EMH!. His armor is initially similar to the one worn in MCU until, after being recruited to the Phoenix Corps, it resembles the one worn by him in Avengers: Ultron Revolution.
 * Goliath / Dr. Hank Pym (voiced by Wally Wingert), an Avenger and Peter’s college teacher and mentor as well as the benefactor of the Avengers, entomologist, and physicist who became the original Ant-Man after discovering the subatomic particles which make the transformation of size possible. He currently battles crime as Goliath.
 * Appearance: Visually the same as in Avengers: EMH!. His Goliath suit is based on the one worn by Bill Foster in the comics.
 * Vision (voiced by David Kaye), an Avenger and a android created using the artificial intelligence J.A.R.V.I.S. and the Mind Stone. He was created by Obadiah Stane to destroy Tony Stark and the Avengers, but due to the consciousness of J.A.R.V.I.S. still remaining loyal to Stark Industries and the Avengers, Vision instead joins the Avengers.
 * Appearance: Based on Paul Bettany's character in MCU, but animated after his appearance in Avengers: EMH!.
 * F.R.I.D.A.Y. (voiced by Jennifer Hale), the Avengers’ A.I. System.
 * Appearance: None.
 * Tigra / Greer Grant (voiced by Kimberly Brooks), Falcon's love interest and a half human half Titanian Tiger teenage member of the Titanian Tiger people (a race of Tiger-based alien Werecats who were banished from their home planet of Titan by Thanos decades ago). She wears a Technologic Necklace which she uses to disguise herself into her human form.
 * Appearance: A teenage variant of her classic appearance in the comics. In her human form, she is an Caucasian teenager with a Auburn Hair and Violet Eyes.
 * Ant-Man / Scott Lang (voiced by Crispin Freeman), an Avenger and a redeemed petty thief who reemerged as a hero and prodigy of Pym Industries, becoming the next Ant-Man after Doctor Pym.
 * Appearance: Based on Paul Rudd's character in MCU, but animated after his appearance in Avengers: EMH!.
 * Silk / Cindy Moon (voiced by Alyssa Milano), Peter's old friend and classmate and a young Inhuman woman who developed her own spider powers from the same spider responsible for Peter's powers. Her spider-powers were later enhanced by her Inhuman DNA (which was triggered by the Terrigen Cloud), allowing her to produce organic webbing, summon stingers in her arms and also has Kid Arachnid's abilities of camouflage and Venom Strike. She joins the Avengers after helping stop the Enchantress' plans.
 * Appearance: As in the alternate story of Ultimate Spider-Man Season 4, she wears a one top leotard version of her comic book current suit. Additionally, in her Silk persona, she changes her eyes from human green to demonic red and summons a spider tattoo in her forehead.
 * She-Hulk / Jennifer Walters (voiced by Eliza Dushku), the Hulk's cousin who shares his same powers.
 * Appearance: Based on her looks in Hulk and the Agents of S.M.A.S.H., but animated after the female characters in Avengers: EMH! and wearing her A-Force Costume.
 * Jocasta (voiced by Tara Strong), an A.I. system created by Peter and Mary Jane to help operate their technology.
 * Appearance: The same as in Avengers: New Heroes’ Time.
 * Redwing, a magically enhanced Inhuman peregrine falcon raised by Queen Andrea as a member of the Phoenix Corps. After the Thunderbolts' defeat, he joins the Avengers as Falcon's sidekick and partner.
 * Appearance: The same as in Avengers: New Heroes’ Time.
 * Namor (voiced by Rick D. Wasserman), the King of the underwater nation of Atlantis. He joins the Avengers after helping stop Attuma's attack on Atlantis and the surface world.
 * Appearance: Some of the same as in Fantastic Four: World's Greatest Heroes, but with larger hair and animated after the male characters in Avengers: EMH!.
 * Luna Snow / Seol Hee (voiced by Natalie Lander), a 22-year-old South Korean young woman who developed the abilities of Ice manipulation after being caught on a freak accident in Life Foundations caused by scientists attempting to experiment on a unstable prototype of the Casket of Ancient Winters. Inspired by the Avengers' heroism, Seol took on the alias of Luna Snow and begun a crime-fighting campaign of her own. She becomes an Avenger herself after helping the team stop the rampage of the Frost Giants led by Ymir.
 * Appearance: She has a short light blue hair and cyan eyes. She sports a white blue two piece leotard with long boots and grey arm warmers and a one sleeve brown jacket (on which her right arm is fully visible). She also has a snowflake tattoo around her left eye and an Avengers logo tattoo in her right shoulder.

Avengers Academy Students
A group of young metahumans who are trained by the Avengers to become a new generation of heroes.
 * Reptil / Humberto Lopez (voiced by Antony Del Rio), a student in Avengers Academy and a 13 year-old young Mutant who can turn his body into Dinosaur-like body parts.
 * Appearance: Based on his looks in Marvel Super Hero Adventure: Frost Fight! and animated after the characters in Avengers: EMH!.
 * Mantis (voiced by Jessica DiCicco), a 10-year-old alien girl with the abilities of Empathy, Superhuman Leaping and Plant Manipulation. She is initially a trainee of the Thunderbolts until she leaves after feeling mistreated and hated by the (false) heroes and then, finds comfort with Mary Jane and Felicia and eventually joins the Avengers Academy as one of the two first students (along with her best friend Midgard Enchantress). She is openly noted by the other heroes to be naive, but innocent. She also has a good relationship with Black Cat, who thinks of her as a cute alien and takes positive regard of the smell of Mantis' costume (which smells like ).
 * Appearance: She is a child variant of her classic comic-book counterpart and wears a one piece leotard version of Pom Klementieff's character in Guardians of the Galaxy Vol. 2 and Avengers: Infinity War.
 * Iron Spider / Harley Keener (voiced by Colleen Villard), a 11-year-old boy from Queens who developed a prototype of the Iron Spider suit after discovering a Spider-Robot in his home. Shortly after helping Spider-Man and Iron Man defeat Ronan the Accuser, he and his cousin Ollie (as Steel Spider) join Avengers Academy as two of the Avengers' students.
 * Appearance: Based on Ty Simpkins' character in Iron Man 3. His Iron Spider suit is a child variant of its appearance in the comics.
 * Ms. Marvel / Kamala Khan (voiced by Kathreen Khavari), a 13-year-old young Inhuman girl who developed the abilities of Size/Shape shifting and Healing factor after exposing herself to the Terrigen Mist on Earth and she uses them to take up the persona of her childhood idol Carol Danvers' former alter-ego and to protect her homestead from its criminal underworld. She is close friends with Nova and Kid Arachnid.
 * Appearance: The same as in Avengers: Chronicles of the Infinity.
 * Nova / Sam Alexander (voiced by Scott Menville), a 14-year-old teenager who was chosen to become a new member of the Nova Corps when his father, Jesse Alexander, left behind his Nova helmet. He is close friends with Ms. Marvel and Kid Arachnid.
 * Appearance: Based on his looks in Ultimate Spider-Man and Guardians of the Galaxy animated series, but animated after the characters in Avengers: EMH!.
 * Kid Arachnid / Miles Morales (voiced by Nadji Jeter), a teenager from Queens who became a new younger version of Spider-Man after being bitten by a lab spider which was created by Oscorp executive Spencer Smythe. He is close friends with Ms. Marvel and Nova.
 * Appearance: The same as in the comics and in his previous animated appearances.
 * American Son / Max Olson (voiced by E.G. Daily), a 11-year-old boy who idolizes the Avengers (most closely Captain America) and developed Captain America's strength due to exposure to one of the Super-Adaptoid's batteries. After helping stop the Green Goblin and Venom, Max was given a new home and family with the Avengers Academy trainees (most closely with Midgard Valkyrie, whom he learns to be his long lost twin sister). He is also given an Energy Shield projector and the moniker of American Son.
 * Appearance: He is a Caucasian boy with brown hair and green eyes. His American Son attire is a child variant of Captain America's costume, but without the mask.
 * Midgard Valkyrie / Tarene Olson (voiced by Tara Strong), a 11-year-old girl who happens to be the descendant of one of the Asgardian Valkyries who were wiped out by Hela centuries ago. After discovering her nature as a Asgardian/Human hybrid and her worth of wielding Mjolnir, Tarene is given with Dragonfang (an Asgardian sword with the same power and materials of Mjolnir) and becomes the Midgard Valkyrie. She eventually joins Avengers Academy after helping the Avengers stop Loki. She is also best friends with Mantis and is American Son's twin sister.
 * Appearance: As in the second version of Ultimate Spider-Man and the New Avengers, she is an amalgam of the female characters Thor Girl and Brunnhilde. She is a long blonde haired blue eyed girl with a one piece leotard version of Thor Girl's attire. Her sword resembles Excalibur.
 * Spider-Girl / Anya Corazon (voiced by Kari Wahlgren), a 11-year-old young orphan who is living with Cindy Moon since she lost her parents five years ago during an Oscorp incident involving Curt COnnor's transformation into the Lizard. She developed her spider-powers at the same time Miles Morales did and started to roam around as Spider-Girl. Shortly after helping the Avengers deal with the Enchantress, Anya joins the Avengers Academy.
 * Appearance: A younger version of her appearance in the comics.
 * Adam Warlock (voiced by Cameron Bowen), a teenage member of the golden-skinned Sovereign alien race. He was captured and taken prisoner by Thanos because of his powers until he is freed by Iron Man and Thor. After helping the duo and Mar-Vell stop Thanos' onslaught by destroying the super-weapon Thanos ordered the Chitauri to build, Adam joins the Avengers Academy for his purpose of becoming a new hero and finding his place in the world.
 * Appearance: He is a teenage version of his appearance in Avengers: EMH!.
 * Namorita (voiced by Kate Higgins), Namor's 12-year-old loving daughter and the Princess of Atlantis who enjoys exploring the oceans and the safe places of the surface world. She first meets and befriends the Avengers Academy trainees in a beach near the Atlantis Empire at the same time they were enjoying their summer vacations. Shortly after the Avengers defeat Attuma, she joins the trainees at the same moment Namor joins the Avengers.
 * Appearance: She is a pre-teenage version of her counterpart in the 2006 video game Marvel: Ultimate Alliance.
 * Princess Marvel / Katherine "Kit" Renner (voiced by Michelle Ruff), an 9-year-old fan of Captain Marvel who was orphaned by the loss of her mother during the Thunderbolts' tyranny. After she got her hands on a Super-Adaptoid battery which is charged by a portion of Wiccan's powers, she manifested the abilities to create Teleportation Warp-holes, manipulate Stars and leap high distances. Taking on the persona of Princess Marvel, Kit goes for a crime-fighting spree and one a adventurous travel across several worlds, drawing Captain Marvel's attention in the progress. Shortly after she gives the Avengers a hand in defeating Thanos' pawns, she joins the Avengers Academy group and, as a more valuable retribution, gets raised by Carol Danvers as her own daughter.
 * Appearance: Visually the same as in the comics. Her Princess Marvel attire is a white variant of Danvers' Ms. Marvel costume and has a pink diamond tiara.
 * The Werefox / Rosy Barsi (voiced by Jessica DiCicco), a 9-year-old Inhuman girl whose Inhuman DNA transformed her into a humanoid fox with the abilities to absorb other metahumans' powers or powerful devices with her jaws and claws; the progress also overloads the metahumans' powers and the results are either deadly or just painful. She primarily absorbs the Leader's intelligence, Thundra's strength, Speed Demon's speed, Shriek's sound wave powers, Molten Man's Pyrokinesis and Blizzard's Ice-powered armor to become a fully prepared heroine. She eventually joins the Avengers Academy group after the Avengers help her rescue her mother from the clutches of Madame Hydra.
 * Appearance: She is a child humanoid red fox with a Blond Short Hair and Blue Eyes with a Butterfly Hair binder.
 * Speed / Thomas "Tommy" Kaplan (voiced by Tara Strong (same voice of Ben Tennyson in Ben 10)), Wiccan's 12-year-old younger brother who can move in superhuman speeds. He joins the Avengers Academy group after he helps his sister and the Avengers stop the Kree and Skrull from destroying the city with their war.
 * Appearance: A younger variant of his appearance in the comics.
 * Agent Marvel / Sophie Lang (voiced by Kari Wahlgren), Scott Lang's 12-year-old niece who manifested the abilities of Flight, Light Projection, Phasing and Photon blasts due to exposure to one of the Super-Adaptoid's batteries which duplicated Moonstone's powers. She joined the Academy after helping the "Marvel Corps" (Ms. Marvel and Princess Marvel) defeat Deathbird and Moonstone.
 * Appearance: She is a long auburn haired Caucasian girl with violet eyes. She sports a one piece green leotard with white tights and blue boots and wears golden pilot goggles.
 * Steel Spider / Ollie Osnick (voiced by Colleen Villard), Harley Keener's cousin and surrogate brother who also idolizes Spider-Man. He becomes Steel Spider after he developed a prototype of the Iron Spider suit after discovering a Spider-Robot in his home. Shortly after helping Spider-Man and Iron Man defeat Ronan the Accuser, he and his cousin Harley join Avengers Academy as one of the Avengers' students.
 * Appearance: A younger version of his appearance in Ultimate Spider-Man.

Nest of Helios Residents / Phoenix Corps
A cult of warriors who battle random threats in the name of their guardian entity Light Phoenix.
 * Queen Andrea Carter (voiced by Olivia d'Abo), a World War II British veteran allied with Captain America and the first human host of Light Phoenix. Shortly after the entity left her, Andrea was given with the powers of its Greek Mythology namesake (including rising from her ashes after burning herself to death), basically becoming immortal. As the years passed, she assembled all meta humans and mutants who worshiped or were hosts of the Phoenix Force and, with their aid, created an Island-isolated kingdom known as the Nest of Helios, where she rules as their wise, kindhearted and respected queen and master of the Phoenix Corps.
 * Appearance: The same as in Avengers: New Heroes’ Time and Ultimate Spider-Man and the New Avengers.
 * Air-Force / Sharon Carter (voiced by Lacey Chabert), Queen Andrea's daughter, the Princess of the Nest of Helios and Captain America's love interest. She battles alongside him and the Avengers as Air-Force, an Phoenix-powered warrior in a winged armor with the same strength of Captain America who wields a Sun Powered battle-staff.
 * Appearance: She is visually based on Emily VanCamp's performance in Captain America: The Winter Soldier and Captain America: Civil War. Her Air-Force attire is an Phoenix Armor based on the one worn by Sif in Avengers: EMH!.
 * Jean Grey (voiced by Kari Wahlgren), a mutant with Telekinesis and Telepathy who was the former host of the two halves (Light and Dark) of the Phoenix Force. She is the commander of the Phoenix Corps. She is also a member of the X-Men.
 * Appearance: Based on her looks in X-Men: Evolution, but wearing her White Phoenix of the Crown suit.
 * Summer Knight / Bucky Barnes (voiced by Crispin Freeman), An enhanced super-soldier and Rogers' ally and best friend, who reemerged brainwashed after being thought killed in action during World War II. Barnes, who formerly went by Winter Soldier, is given the name Summer Knight by the people of the Nest of Helios who help him remove his Hydra programming.
 * Appearance: The same as in Avengers: EMH!. As Summer Knight, he wears a White Phoenix variant of his Winter Soldier persona.
 * Red She-Hulk / Dr. Betty Ross (voiced by Vicki Lewis), Hulk's love interest who became a Red Skinned Gamma-Radiated metahuman after being experimented by criminal scientists allied with her father General Ross. She is recruited by Peter and Jean as a member of the Phoenix Corps.
 * Appearance: The same as in Avengers: New Heroes’ Time and Ultimate Spider-Man and the New Avengers.
 * Inferno / Dante Pertuz (voiced by Yuri Lowenthal), a teenage Inhuman with Pyrokinetic abilities and a member of the Phoenix Corps.
 * Appearance: The same as in Avengers: Ultron Revolution.
 * Light Phoenix (voiced by Jennifer Hale), the Guardian Entity of the Nest of Helios and the Light Half of the Phoenix Force. After being resurrected by Queen Andrea and the new generation of the Phoenix Corps, Light Phoenix currently lives as Mary Jane's fiery avatar and bonding partner, resulting in Mary Jane becoming the Phoenix Princess.
 * Appearance: The same looks as in Wolverine and the X-Men.

Guardians of the Galaxy
A group of heroes from different planets who came together to protect the universe from any threat they are called to stand against. They are also close allies to the Avengers.
 * Star-Lord / Peter Quill (voiced by Josh Keaton), the half-human, half-Celestial leader of the Guardians of the Galaxy who was abducted from Earth as a child by a group of alien thieves and smugglers before being rescued and raised by Yondu Udonta. He battles threats armed with high-tech gauntlets which allow him to control Earth's elements.
 * Appearance: Visually the same as in Avengers: EMH!, but wearing the same costume worn by Chris Pratt's character in the MCU.
 * Gamora (voiced by Sumalee Montano), a member of the Guardians, an orphan from an alien world who seeks redemption for her past crimes. She is also Star-Lord's romantic partner.
 * Appearance: Visually based on Zoe Saldana's character in the MCU, but with human blue eyes and wearing the same outfit as in Ultimate Spider-Man.
 * Rocket Raccoon (voiced by James Patrick Stuart in a Cockney accent), a member of the Guardians who is a genetically-engineered raccoon-based bounty hunter and mercenary, and is a master of weapons and battle tactics.
 * Appearance: Visually based on Bradley Cooper's character in the MCU, but wearing the same outfit as in Ultimate Spider-Man.
 * Drax the Destroyer (voiced by Kevin Michael Richardson), a member of the Guardians and warrior in search of vengeance against Thanos for killing his family. He is also close partners with Rocket.
 * Appearance: Visually based on Dave Bautista's character in the MCU.
 * Groot (voiced by Travis Willingham), a member of the Guardians who is a tree-like humanoid and is Rocket's primary partner.
 * Appearance: Visually based on Vin Diesel's character in the MCU.

New Warriors
Another group of heroes who battle crime and random threats and are close allies to the Avengers.
 * White Tiger / Ava Ayala (voiced by Caitlyn Taylor Love), a young woman who assumed her hero mantle from her deceased father, the second White Tiger after her grandfather, and the leader of the New Warriors. She is also a close friend of Mary Jane and Felicia Hardy, who were her classmates during college.
 * Appearance: The same as in Ultimate Spider-Man: Web Warriors, since the episode "Cloak and Dagger", but animated after the females in Avengers: EMH!.
 * Iron Patriot / Amadeus Cho (voiced by Eric Bauza), a young scientist who is described as Earth's Seventh Smarted Human Alive and the second-in command of the team. He idolizes Captain America's patriotic acts and fights alongside his teammates in a American Flag-colored version of the Iron Man armor.
 * Appearance: Visually the same as in the comics and animated after the male characters in Avengers: EMH!. His Iron Patriot suit is based on the one worn by James Rhodes in Iron Man 3.
 * Squirrel Girl / Doreen Green (voiced by Misty Lee), a young human mutate with Squirrel DNA who can communicate with other Squirrels who help her fight crime (her most trusted squirrels are Tippy Toes and Monkey Joe). She is the youngest member of the New Warriors and is White Tiger's protegee.
 * Appearance: The same as in Ultimate Spider-Man: Web Warriors, but animated after the females in Avengers: EMH!.
 * Wiccan / Belle Kaplan (voiced by Tara Strong), a teenager who developed her abilities of Magic and Reality manipulation due to exposure of an experiment on her by Hydra agents with the Reality Stone. She is an ally to the Avengers and Hulkling's girlfriend.
 * Appearance: She is a female version of the original character in the comics.
 * Hulkling / Theodore "Teddy" Altman / Dorrek VIII (voiced by David Kaufman), a Skrull/Kree hybrid with the abilities of shape-shifting and flight and also shares the Hulk's powers. He is the son of Mar-Vell and Skrull Princess Anelle and is Wiccan's boyfriend.
 * Appearance: The same as in the comics and animated after the male characters in Avengers: EMH!.
 * Bluebird / Sally Avril (voiced by Kari Wahlgren), one of Mary Jane's friends and former classmates. She is best friends and roommates with Liz Allan. She makes her first appearance as Bluebird in "You're Hired!", on which she develops Bird-like abilities (including enhanced eyesight, camouflage, night vision and mind controlling siren voice), bird telepathy and Captain America's strength after an accident involving a prototype Super Soldier serum combined with Bird DNA. After some training with Mary Jane, Sally dons a blue flight Amazonian armor with an arsenal of weapons and tools (two arm blades, a ribbon-like whip and a duplicate of Mary Jane's Ultimatum Wing projector which also serve as melee weapons and shields) and becomes the Bluebird.
 * Appearance: An older variant of her appearance in The Spectacular Spider-Man. As Bluebird, she sports a blue cyan one piece jump suit with a Blue tiara and blue boots with a White mask (similar to Silk's mask), white tights and cyan wings.
 * Agent Venom / Flash Thompson (voiced by Will Friedle), a S.H.I.E.L.D. agent who provided full control of a prototype of the Venom symbiote which permanently bonded with him and granted him abilities similar to Spider-Man and Iron Man.
 * Appearance: The same as in Ultimate Spider-Man vs. the Sinister 6 and animated after the male characters in Avengers: EMH!. His Ultimate form has the details of his appearance in All-New All-Different Marvel comic series.
 * Iron Fist / Danny Rand (voiced by Greg Cipes), a billionaire Buddhist monk and martial artist proficient in Kung-Fu, with the ability to call upon the mystical power of the Iron Fist. He is best friends with Power Man and is one of Spider-Man's closest partners in crime-fighting and Peter Parker's former college classmates.
 * Appearance: The same as in Avengers: EMH!, but with the same armor as in Ultimate Spider-Man Season 3 and 4.
 * Jewel / Jessica Jones (voiced by Kimberly Brooks), a private investigator who was given with superhuman strength, unbreakable skin and flight ability after being infused by a sample of the Super-Soldier serum combined with Graviton's DNA. She is a close friend and former college classmate of Peter Parker and is romantic partners with Power Man.
 * Appearance: Based on Krysten Ritter's character in the Live-action series, but wearing her Jewel costume from the comics.
 * Power Man / Luke Cage (voiced by Khary Payton), a professional boxer who was given superhuman strength and unbreakable skin by a new version of the Super-Soldier Serum. He is best friends with Iron Fist and is one of Spider-Man's closest partners in crime-fighting and Ava Ayala's former college classmates.
 * Appearance: An older variation of his appearance in Ultimate Spider-Man and animated after the male characters in Avengers: EMH!.

X-Men
A group of heroic Mutants who seek to protect the world from random threats while fighting to preserve peace between humanity and the Mutant race.
 * Professor X / Charle Xaver (voiced by Peter Jessop), a mutant pacifist and the world's most powerful telepath. He is also a founder of Xavier's School for Gifted Youngsters, and leader of the X-Men.
 * Appearance: Same in Patrick Stewart's performance in the X-Men film series.
 * Wolverine / Logan (voiced by Steven Blum), a member of the X-Men and a Canadian mutant born with hyper-acute, animal-like senses, claws on his hands, and an accelerated healing factor which made it possible to implant a coating of the indestructible metal alloy Adamantium on his skeleton.
 * Appearance: The same as in Wolverine and the X-Men.
 * Storm / Ororo Munroe (voiced by Danielle Nicolet), a mutant teacher at Xavier's school who can control the weather. He is also in a relationship with T'Challa.
 * Appearance: The same as in Wolverine and the X-Men.
 * Rogue / Anna Marie (voiced by Ali Hillis), Wolverine’s prodigy and a mutant with the ability to drain and absorb other beings’ minds and abilities through physical contact.
 * Appearance: Based on Anna Paquin’s looks in the Live-in Action Trilogy.
 * Cyclops / Scott Summers (voiced by Roger Craig Smith), a mutant who is the field leader of the X-Men and a teacher at Xavier's Institute, he shoots uncontrollable beams of concussive force from his eyes and wears a visor to control them.
 * Appearance: The same as in X-Men: Evolution, but animated after the male characters in Avengers: EMH!.
 * Beast / Dr. Hank McCoy (voiced by Travis Willingham), a mutant with leonine attributes, prehensile feet and superhuman physical abilities. Hank acts as a teacher in Xavier's school and he builds inventions for troubled students and is the builder of the X-Jet. He was also one of Peter Parker's college teachers.
 * Appearance: The same as in Wolverine and the X-Men.
 * Kitty Pryde (voiced by Hynden Walch), a young mutant with the ability to phase through matter and walk through solid objects. He has a good relationship with Peter Parker and his friends as well as a soft spot on the Avengers Academy students.
 * Appearance: Based on Elle Page’s looks in the Live-in Action Trilogy.
 * Iceman / Bobby Drake (voiced by Yuri Lowenthal), a young mutant, Iceman can create constructs of ice or blasts of cold.
 * Appearance: Based on Shawn Ashmore’s looks in the Live-in Action Trilogy.

Fantastic Four
Another of the World's greatest superhero teams. Along with battling supervillain threats, the Fantastic Four are also astronauts and outer space explorers.
 * Mister Fantastic / Reed Richards (voiced by Dee Bradley Baker), the leader of the Fantastic Four and a super genius, who has the ability to stretch his body into different forms and lengths. He was also one of Peter Parker's college teachers.
 * Appearance: The same as in Avengers: EMH!.
 * Invisible Woman / Susan Storm (voiced by Kari Wahlgren), a member of the Fantastic Four and Richard's wife, who has the ability to create and manipulate light, allowing her to create force-fields and turn herself invisible.
 * Appearance: The same as in Avengers: EMH!, but with a one piece leotard version of her costume.
 * Human Torch / Johnny Storm (voiced by Roger Craig Smith), the youngest member of the Fantastic Four and Susan's 21 year-old brother, who has the ability to mentally create and manipulate fire and fly.
 * Appearance: The same as in Avengers: EMH!.
 * The Thing / Ben Grimm (voiced by Dave Boat), a member of the Fantastic Four and Richard's best friend, whose body became stone while granting him super strength and durability.
 * Appearance: The same as in Avengers: EMH!.

S.H.I.E.L.D. (Strategic Homeland Intervention, Enforcement and Logistics Division)
A espionage, special law-enforcement, and counter-terrorism agency allied to the Avengers which often deals with paranormal and superhuman threats.
 * Nick Fury (voiced by Keith David) the director of S.H.I.E.L.D. who originally recruited the Avengers and continues to be a mentor and benefactor for the team.
 * Appearance: Based on Samuel L. Jackson's character in the MCU.
 * Maria Hill (voiced by Susan Eisenberg), a high-ranking agent with S.H.I.E.L.D. who works closely with Nick Fury. She is also the Avengers' closest adviser and supporter.
 * Appearance: Based on ' character in the MCU.
 * War Wachine / James "Rhodey" Rhodes (voiced by Ogie Banks), an officer in S.H.I.E.L.D. and the U.S. Air Force and Tony Stark's close personal friend who later operates the War Machine armor.
 * Appearance: The same as in Avengers: EMH!.
 * Commissioner George Stacy (voiced by Alan Tudyk), Gwen's father and Peter's step-uncle married to Aunt May. He is the head of the head of the New York City Police Department who is working for S.H.I.E.L.D..
 * Appearance: Based on Denis Leary's character in Marc Webb's The Amazing Spider-Man film.
 * Mockingbird / Barbara "Bobbi" Morse (voiced by Kath Soucie), a young S.H.I.E.L.D. trainee and spy who operates in a fight suit and is equipped with a pair of battle staves and night vision glasses. She is also a great admirer of the Avengers and idolizes Black Widow. She is also sometimes annoyed by people who call her "Flying Squirrel" and not Mockingbird.
 * Appearance: A younger version of her appearance in Avengers: EMH!.
 * Phil Coulson (voiced by Clark Gregg), an agent with S.H.I.E.L.D. who oversees many of the division's field operations.
 * Appearance: Based on Clark Gregg's performance in Marvel's Agents of S.H.I.E.L.D..
 * Dr. Helen Cho (voiced by Tara Strong), a world-renowned geneticist who works for S.H.I.E.L.D. and helps the Avengers from her office in Seoul. She is also one of Mary Jane's former college teachers.
 * Appearance: Based on Claudia Kim's character in Avengers: Age of Ultron.
 * Dr. Vanessa Barsi (voiced by Kath Soucie), Rosy Barsi / Werefox's mother and a S.H.I.E.L.D. scientist who holds potential knowledge about the Inhumans. She has a supporting role in "I'm Only Inhuman", on which she grants Peter Parker information about Kamala Khan's abilities as a Inhuman, and a more potential role in "Werefox on the Run", on which she is kidnapped by Madame Hydra, who was planning to force her into helping build a weapon which would brainwash Inhumans for the will of Hydra, leading her daughter Rosy (whose Inhuman powers manifested) for a long journey to rescue her. Just then, it is revealed that Vanessa is a Inhuman herself once the Terrigen Fog (which is released from a salvaged ship carrying the Alpha Primitives) transforms her into a Werefox just like her daughter (plus, sharing Rosy's ability to absorb metahuman abilities). Vanessa consequently absorbs Hyperion's strength, stamina and optic blast firing, Electro's electrokinesis and Klaw's sonic disruptor arm-cannon before wreaking havoc on Madame Hydra's base until she is reunited with Rosy. As she resumes her duties as a SHIELD scientist, Vanessa also allows Rosy to join the Avengers Academy.
 * Appearance: In her human form, she is a Caucasian woman with a long brown hair and green eyes. Her Inhuman form is added with that of a female humanoid fox. She currently wears a two-piece blue leotard underneath her S.H.I.E.L.D. coat.

S.W.O.R.D. (Sentient World Observation and Response Department)
A branch of S.H.I.E.L.D. which deals with anything related to extraterrestrial threats and encounters.
 * Henry Gyrich (voiced by Lex Lang), a liaison with the United States Government and director of S.W.O.R.D..
 * Appearance: The same as in Avengers: EMH!.
 * Abigail Brand (voiced by Mary Elizabeth McGlynn), the second-in-command agent of S.W.O.R.D. She is also a half-alien half-mutant hybrid with pyrokinetic superpowers.
 * Appearance: The same as in Avengers: EMH!.
 * Sydren (voiced by Robin Atkin Downes), an alien tech-head, from an alien race conquered by the Kree.
 * Appearance: The same as in Avengers: EMH!.
 * Mar-Vell (voiced by Christopher Daniel Barnes), a Kree warrior who was exiled after being framed by Ronan of being one of Thanos' enforcers. He is a ally of the Avengers.
 * Appearance: The same as in Avengers: EMH!.

Inhuman Royal Family
A group composed of Inhumans who are the main residents and leaders of the people of Attilan. They are close allies to the Avengers against common threats in the galaxy.
 * Black Bolt (voiced by Nolan North), the Head of the Inhuman Royal Family and King of Attilan, whose voice can cause destruction with the slightest whisper. While he cannot speak with his mouth, he can still speak with the others with his Telepathic abilities.
 * Appearance: The same as in Avengers: Ultron Revolution, but animated after the male characters in Avengers: EMH!.
 * Medusa (voiced by Catherine Taber), the wife of Black Bolt and Queen of Attilan, who has the ability to control and move her hair.
 * Appearance: The same as in Avengers: Ultron Revolution, but animated after the female characters in Avengers: EMH!.
 * Karnak (voiced by Robin Atkin Downes), Black Bolt's cousin and closest adviser, who can "see the fault in all things", avoiding errors, and acts as the Royal Family's strategist and philosopher.
 * Appearance: The same as in Avengers: Ultron Revolution, but animated after the male characters in Avengers: EMH!.
 * Crystal (voiced by Tara Strong), Medusa's sister, the Princess of Attilan and the youngest member of the Royal Family, who has the ability to control the elements of Earth, Wind, Fire and Water.
 * Appearance: Visually the same as in the comics and animated after the female characters in Avengers: EMH!. She wears a one piece leotard version of her comic book costume.
 * Triton (voiced by Yuri Lowenthal), Black Bolt's cousin and Karnak's brother, who has the ability to live underwater and is a skilled fighter. He is also Crystal's fiancee.
 * Appearance: The same as in Ultimate Spider-Man: Web Warriors and Ultimate Spider-Man vs. the Sinister 6, but animated after the male characters in Avengers: EMH!.
 * Gorgon (voiced by Fred Tatasciore), Black Bolt's cousin and leader of Attilan's Royal Guard, who can generate seismic waves with his cattle-like hooves.
 * Appearance: The same as in Avengers: Ultron Revolution, but animated after the male characters in Avengers: EMH!.
 * Lockjaw, Crystal's 2,000-pound (910 kg) canine companion and an Inhuman dog with the teleportation power (as well as other abilities) who serves the Inhuman Royal Family as their escort and as a loyal protector.
 * Appearance: The same as in Avengers: Ultron Revolution, but animated after the male characters in Avengers: EMH!.

Asgardians

 * Odin (voiced by Corey Burton), the King of Asgard and Thor's father, based on the Norse mythological deity of the same name.
 * Appearance: Based on Anthony Hopkins' character in Thor and Thor: The Dark World and animated after the male characters in Avengers: EMH!.
 * Frigga (voiced by Misty Lee), the Queen of Asgard and Thor's mother, based on the Norse mythological deity of the same name.
 * Appearance: Based on Rene Russo's character in Thor and Thor: The Dark World and animated after the female characters in Avengers: EMH!.
 * Heimdall (voiced by Kevin Michael Richardson), the all-seeing, all-hearing Asgardian sentry of the Bifröst Bridge, based on the Norse mythological deity of the same name.
 * Appearance: Based on Idris Elba's character in the Marvel Cinematic Universe.
 * Sif (voiced by Sumalee Montano), an Asgardian warrior and Thor's childhood friend, based on the deity of the same name.
 * Appearance: The same as in Avengers: EMH!, but with green eyes.
 * Volstagg (voiced by Fred Tatasciore), a member of the Warriors Three; a group of three Asgardian warriors and adventurers who are among Thor's closest comrades, known for both his hearty appetite and dedication with allies and new trainees.
 * Appearance: The same as in Avengers: EMH!.
 * Fandral (voiced by James Arnold Taylor), a member of the Warriors Three, characterized as an irrepressible swashbuckler and romantic.
 * Appearance: The same as in Avengers: EMH!.
 * Hogun (voiced by Troy Baker), a member of the Warriors Three, a native of Vanaheim, primarily identified by his grim demeanor.
 * Appearance: The same as in Avengers: EMH!.

Runaways
A group of super-powered teenagers who banded together to form their own surrogate family and right the wrongs of their parents (who are members of a secret criminal cabal known as The Pride) and others like their parents.
 * Alex Wilder (voiced by Ogie Banks), the leader of the Runaways who is the son of mafia crime bosses, and a master strategist and genius scientist and inventor.
 * Appearance: The same as in the comics.
 * Sister Grimm / Nico Minoru (voiced by Tara Strong), the daughter of dark wizards, armed with the mystical Staff of One.
 * Appearance: The same as in the comics.
 * Lucy in the Sky / Karolina Dean (voiced by Kari Wahlgren), the daughter of alien invaders with solar energy-based powers.
 * Appearance: The same as in the comics.
 * Princess Powerful / Molly Hayes (voiced by Hynden Walch), the daughter of telepathic mutants, and possesses the mutant powers of superhuman strength and invulnerability. She is the youngest of the team.
 * Appearance: The same as in the comics.
 * Talkback / Chase Stein (voiced by Scott Menville), the son of mad scientists, armed with his father's Fistigons and a naturally skilled pilot.
 * Appearance: The same as in the comics.
 * Arsenic / Gertrude "Gert" Yorkes (voiced by Jennifer Hale), the daughter of time-traveling criminals who possesses a telepathic link with her genetically-engineered dinosaur from the 87th century.
 * Appearance: The same as in the comics.
 * Old Lace, Gert's dinosaur.
 * Appearance: The same as in the comics.

Individuals

 * Doctor Stephen Strange (voiced by Liam O'Brien), a former neurosurgeon who, after a horrific car accident which led him to a journey of healing, discovered the hidden world of magic and alternate dimensions, and became a Master of the Mystic Arts. He is a close ally to the Avengers.
 * Appearance: Based on Benedict Cumberbatch's character in the Marvel Cinematic Universe.
 * Jane Foster (voiced by Catherine Taber), an astrophysicist and Thor's love interest allied with the Avengers.
 * Appearance: Based on Natalie Portman's character in MCU, but with blue eyes and animated after her appearance in Avengers: EMH!. She also wears her Asgardian dress from Thor: The Dark World.
 * Rescue / Pepper Potts (voiced by Kate Higgins), Stark's fiancee and executive of Stark Industries. She is also the super-heroine Rescue who operates with her own Stark armor.
 * Appearance: Visually the same as in Avengers: EMH!. Her Rescue armor is same as in the comics.
 * Aunt May (voiced by Misty Lee), Peter's aunt and Gwen's stepmother married to Commissioner George Stacy. She is supportive to Peter's role as the superhero Spider-Man as well as his role as an Avenger. She also has a good relationship with her nephew's teammates.
 * Appearance: Based on Marisa Tomei's character in Captain America: Civil War and Spider-Man: Homecoming.
 * Cassie Lang (voiced by Tara Strong), Scott's 5-year-old daughter who has a good relationship with the Avengers.
 * Appearance: A younger variant of her appearance in Avengers: EMH! and with cyan eyes.
 * Liz Allan (voiced by Natalie Lander), one of Mary Jane's friends and former classmates. She is best friends and roommates with Sally Avril.
 * Appearance: An older variant of her appearance in the 2017 Spider-Man TV series.


 * Madame Web / Cassandra Webb (voiced by Erica Luttrell), one of the Masters of the Mystic Arts, tasked with watching over parallel universes and dimensions through a mystic wall known as the Web of Reality. She is a close ally to Spider-Man.
 * Appearance: An older variant of her appearance in Ultimate Spider-Man vs. the Sinister 6.
 * Punisher / Frank Castle (voiced by Steven Blum), a vengeful vigilante who aims to fight the criminal underworld by any means necessary, no matter how lethal the results are. He is (as described by Black Cat) a complicated uneasy ally of Spider-Man's due to Punisher's violent nature colliding with Spider-Man's no-killing rules.
 * Appearance: Visually the same as the 1990s Spider-Man: The Animated Series, but animated after the males in Avengers: EMH!. He also sports his combat exosuit from Marvel Legacy.
 * Hercules (voiced by Lex Lang), a Olympian superhero and the protector of Greece. He is also both Thor's ally and rival who usually causes more problems than he can solve while sporting a big ego.
 * Appearance: The same as in the comics.

Dimensional Counterparts

 * Spider-Woman / Gwen Stacy (voiced by Mae Whitman), Gwen's counterpart from the Ultimate Universe who developed her Spider-powers at the same time her Earth's Miles Morales did and became Spider-Woman after her Earth's Peter Parker died.
 * Appearance: The same as in Ultimate Spider-Man vs. the Sinister 6 and animated after the characters in Avengers: EMH!.
 * Ultimate Black Widow / Mary Jane Watson (voiced by Ashley Johnson), who battles crime as the Black Widow, in memory of her deceased boyfriend Peter Parker, after being bitten by the same spider responsible for Peter’s arachnid powers and some experienced training in Hand-to-Hand combat arts by Captain America.
 * Appearance: The same of her mainstream counterpart. Her Black Widow attire is the same worn by the Jessica Drew version of the Black Widow, but with Red Glasses similar to Madame Web’s and a Red mask similar to Silk's.

Individuals

 * Beyonder (voiced by Clancy Brown), an interdimensional God-like being serving as one of the third season’s core antagonists who longs to destroy all Earths.
 * Appearance: Some of the same as in Spider-Man: The Animated Series, but with the animation of Avengers: EMH!.
 * Terminatrix / Ravonna Renslayer (voiced by Tricia Helfer), a Time-Travelling alien conqueror from 41st century and Kang's deceased lover serving as one of the third season’s core antagonists.
 * Appearance: Based on her appearance in Avengers: EMH!.
 * Thanos (voiced by Isaac C. Singleton Jr.), an intergalactic tyrant from Titan who longs to inflict his will on all of reality. He is a major antagonist to the Avengers.
 * Appearance: Based on Josh Brolin's performance in the MCU.
 * Green Goblin / Norman Osborn (voiced by Mark Hamill), a scientist, engineer, billionaire, founder and owner of Oscorp, who tested an unstable strength enhancer on himself and became the insane and powerful villain known as the Green Goblin. He is Spider-Man's arch-nemesis.
 * Appearance: He is visually a human-sized variant of his appearance in Ultimate Spider-Man. He wears a grey variant of the Iron Patriot armor (without the gauntlets and boots) with the Oscorp Logo in his chest. His human form (shown only in a flashback of his origins) is based on 's character in Sam Raimi's Spider-Man trilogy.
 * Venom / Eddie Brock (voiced by Crispin Freeman as Eddie Brock and Kevin Michael Richardson as Venom), a former journalist in Daily Bugle who became the host of a alien symbiote which grants him with powers similar to Spider-Man's. While he is a foe to Spider-Man and the Avengers, Brock (who has full control of his symbiote) also has a grudge with other men who wronged him, including the Green Goblin (who made him suffer from post traumatic stress for one day by injuring his fiancee Anne Weying and tormenting him for a “really bad day”) and J. Jonah Jameson, who used to relentlessly torment him with his overbearing complains.
 * Appearance: Based on his looks in The Spectacular Spider-Man, but with the animation of Avengers: EMH!.
 * Doctor Doom / Victor von Doom (voiced by Maurice LaMarche), the tyrannical ruler of Latveria and a major foe of the Avengers.
 * Appearance: Based on his appearance in Avengers: EMH!.
 * Attuma (voiced by Dwight Schultz), an Atlantean nomadic warlord who is an enemy of Namor. He believes himself as the prophesied conqueror of the Atlantean Empire.
 * Appearance: The same as in Avengers Assemble and Ultimate Spider-Man, but with the animation of Avengers: EMH!.
 * Ultron  (voiced by Jim Meskimen), a A.I. robot created by Arnim Zola originally as an ally to Hydra in the World War II until he proved to be too uncontrollable and was forcibly shut down. He returns after being unintentionally reactivated by William Stryker in Present Day seeking revenge against humanity and all organic lifeforms in progress.
 * Appearance: Based on James Spader's character in Avengers: Age of Ultron.
 * Dark Phoenix / Ashley Kafka (voiced by Jennifer Hale as Dark Phoenix and Candi Milo as Ashley Kafka), an astrophysicist who has been Mary Jane's rival since college. Her rivalry with Mary Jane eventually leads her to her fate as the host of Dark Phoenix (Light Phoenix's dark twin), who seeks to bond with Light Phoenix and their former host Jean Grey once more.
 * Appearance: She is a Caucasian young woman with a short brown hair and green eyes. As Dark Phoenix, she has long black hair, demonic red yellow eyes and a dead white skin with facial scars. She also sports a one piece dress version of Jean Grey's Dark Phoenix costume.
 * Justin Hammer (voiced by Neil Patrick Harris), Stark's long time business rival and the CEO of Hammer Industries.
 * Appearance: Based on Sam Rockwell's performance in Iron Man 2.
 * Maximus the Mad (voiced by Troy Baker), Black Bolt's treacherous brother, who has a strong devotion to the people of Attilan and a desire to be king himself. Maximus lost the Inhuman gene when going through the Terrigenesis process, which led to the character being looked down on by other Inhumans.
 * Appearance: The same as in Avengers Assemble and Ultimate Spider-Man, but with the animation of Avengers: EMH!.
 * Kang the Conqueror (voiced by Jonathan Adams), a Time-Travelling alien conqueror from 41st century who opposes the Avengers. He is the primary antagonist of the series' three-part premiere “Thunder War”, on which J. Jonah Jameson allows him to abduct the Avengers and imprison them in his world in the Future while Jameson's Thunderbolts take over the city. His plans are foiled by Spider-Man and his friends, who manage to expose Jameson, defeat the Thunderbolts and bring the Avengers back to the Present. Kang himself is defeated by Spider-Man and Phoenix Princess, who sabotage his Time-Travelling devices and entrap him into a Post-Apocalyptic dimension as well as in a endless Time-Loop beginning with his arrival in the dimension and ending with his demise in that dimension or his attempt to escape.
 * Appearance: Based on his appearance in Avengers: EMH!.
 * Iron Monger / Obadiah Stane (voiced by Fred Tatasciore), Stark's former business second-in-command, mentor and friend who turned on him to overtake the company, eventually building a giant exosuit to fight Stark.
 * Appearance: Based on Jeff Bridges' character in the 2008 Iron Man film.
 * Loki (voiced by Troy Baker), Thor's treacherous adoptive brother and nemesis, based on the Norse mythological deity of the same name.
 * Appearance: Based on Tom Hiddleston's character in MCU, but with the animation of the male characters in Avengers: EMH!.
 * Amora the Enchantress (voiced by April Stewart), a seductive powerful sorceress and a Asgardian exile who is a close enemy to the female Avengers. She has a neutral relationship with Loki, acting as a ally and rival, and is Thanos' loyal supporter and henchwoman, also acting as his double agent within the Masters of Evil.
 * Appearance: The same as in Avengers: EMH!, but wearing her first costume in Avengers: Secret Wars.
 * Skurge the Executioner (voiced by J. B. Blanc), the Enchantress' faithful servant and bodyguard and a hulking Asgardian viking armed with his large, enchanted, double-bladed battle axe (which allows him a number of abilities including cutting rifts into other dimensions and control over fire and ice which he can project at his enemies) and a pair of large guns. As he is loyal to the Enchantress, he is also a servant of Thanos, also acting as his double agent within the Masters of Evil.
 * Appearance: The same as in Avengers: EMH!.
 * Ulik (voiced by J. B. Blanc), the King of the Rock Trolls of Nornheim.
 * Appearance: The same as in Avengers Assemble and Ultimate Spider-Man, but with the animation of Avengers: EMH!.
 * Ymir (voiced by Clancy Brown), the King of the Frost Giants (replacing Loki's deceased biological father Laufey), based on the mythological being of the same name.
 * Appearance: Based on his looks in Marvel Super Hero Adventure: Frost Fight! and animated after the characters in Avengers: EMH!.
 * The Leader / Dr. Samuel Sterns (voiced by Jeffrey Combs), one of the Hulk's main adversaries and a Gamma Mutant with superhuman intellect. He first appears in the three-part premiere "Thunder War", on which he and Mandarin are defeated by the Thunderbolts and banished from Earth in Nighthawk's rocket, which is then intercepted by the Sanctuary II, on which the Leader and Mandarin become servants of Thanos until the episode "Madness in Space". Later in "Werefox on the Run", the Leader is among the villains who have their powers absorbed by Rosy Barsi (in her Werefox form). Rosy absorbs Leader's intelligence by biting his head, causing the Leader's head and brain to expand until he loses consciousness as his head returns to normal.
 * Appearance: Based on his appearance in Avengers: EMH!.
 * Typhoid Mary / Mary Walker (voiced by Kat Cressida), a crazed mutant supervillainess and the Green Goblin's love-obsessed accomplice.
 * Appearance: The same as in Avengers: Secret Wars, but animated after the females in Avengers: EMH!.
 * J. Jonah Jameson (voiced by Clancy Brown), the former editor of Daily Bugle who was (briefly) elected Mayor of New York City. He was, however, an arrogant and overbearing business men who despised superheroes (mostly Spider-Man) and used to see them all (even Captain America) as menaces. He appears as the secondary antagonist on the series' three-part premiere Thunder War, on which he takes advantage of the Avengers' disappearance to bring on the Thunderbolts, who (instead of protecting the New York citizens like the Avengers do) work to establish a new order, forbidding the vigilance of other heroes, much to the citizens’ secret displeasure. His plans are then foiled when Spider-Man and his friends manage to bring back the original Avengers, defeat the Thunderbolts and expose Jameson for allowing Kang the Conqueror to abduct the Avengers. Jameson was then taken to jail and stripped of his role of New York Mayor, which is passed to Happy Hogan. He was last shown sharing a prison cell with his former employees (whom he fired after accusing them for "working with Spider-Man") and panicking as his cellmates proceeded to vengefully beat him to death.
 * Appearance: Based on his appearance in Avengers: EMH!.

Thunderbolts
A group of metahumans (and false heroes) led by Baron Zemo (in the alias of Citizen V) who were assigned to become Earth's new "protectors" after the Avengers are transported to the future. They were defeated and exposed by Spider-Man and his friends as well as the Phoenix Corps, who then exposed Jameson's crimes, brought the Avengers back to the Present and defeated Kang. This version of the Thunderbolts is based on the Squadron Supreme.
 * Hyperion / J. John Jameson Jr. (voiced by Wil Wheaton), Jameson's son and the second-in-command of the Thunderbolts with Superhuman Strength, Speed, Stamina, Flight and the ability to shoot Optic Blasts. In "Werefox on the Run", he is one of the three villains (along with Electro and Klaw) who are assigned by Viper to watch over Vanessa Barsi (although it is shown that Hyperion is a reluctant member; as he is shown having an obedience collar designed by Dr. Zola) until her Inhuman powers (and Werefox form) manifests when Rosy Barsi breaks through the facility and releases the Terrigen Fog. He is demanded by Viper to take Vanessa back to her cell without harming her, but only for Vanessa (who is completely transformed into a Werefox like her daughter) to bite his neck, absorbing his strength, stamina and optic blast firing and causing his muscle to expand beyond its limit and his overloaded optic blasts to disintegrate him into ashes.
 * Appearance: Based on Hyperion's looks in Avengers Assemble, but with the animation of Avengers: EMH!.
 * Power Princess / Thundra / Zarda (voiced by Adrienne Wilkinson), Kang's daughter and the Thunderbolts' third-in-command with Superhuman Strength, Speed, Stamina and armed with a elemental sword. She also appears to be in a relationship with Hyperion, though they loudly argue and bicker over their disagreements in most of their time. After the Thunderbolts are disbanded, she appears in recurring episodes on the moniker of Thundra. In "Werefox on the Run", Thundra is among the villains who have their powers absorbed by Rosy Barsi (in her Werefox form). Rosy absorbs Thundra's strength by bitting her shoulder and arm, causing Thundra's muscles to expand beyond their limit (making them too big for Thundra's boots and costume) until she is rendered unconscious and her muscles return to normal. She is later found unconscious (and naked (offscreen)) by Wasp and Tigra.
 * Appearance: She is a Redheaded woman with hazel eyes. As Power Princess, she wears the same outfit worn by Zarda in Accusation Most Foul. As Thundra, she wears a one piece leotard version of her costume from the Ultimate Spider-Man TV Show.
 * Mysterio / Doctor Spectrum / Quentin Beck (voiced by Fred Tatasciore), one of Spider-Man's old foes and a special effects expert who commits crimes by using his talents to create elaborate illusions. As one of the Thunderbolts, he goes by the guise of Doctor Spectrum.
 * Appearance: As Mysterio, his looks are based on his appearance in The Spectacular Spider-Man, but with the animation of Avengers: EMH!. As Doctor Spectrum, he wears the same costume worn by the character in Avengers Assemble.
 * Speed Demon / James Sanders (voiced by Jason Spisak), a professional thief and member of the Thunderbolts who developed Superhuman Speed running powers from a Speed Belt of Kang's technology. In "Werefox on the Run", Speed Demon is among the villains who have their powers absorbed by Rosy Barsi (in her Werefox form). Rosy ambushes Speed Demon and absorbs his speed by biting his legs and Speed Belt, causing his belt to speed him up and vibrate his molecules beyond his control and age him to near death.
 * Appearance: Based on his looks in Avengers Assemble, but with the animation of Avengers: EMH!.

Hydra
A terrorist Nazi group formed by the Red Skull to rule over humanity by any means.
 * Red Skull / Johann Schmidt (voiced by Liam O'Brien), the head of Hydra and Captain America's arch-nemesis.
 * Appearance: Based on his appearance in Avengers: EMH!.
 * Arnim Zola (voiced by Armin Shiverman), a Nazi biochemist during World War II who survived into the modern age by transferring his conscious mind into the body of a sophisticated robot which protected it by storing it in its chest and displaying a digital image of Zola's face on its chest plate.
 * Appearance: Based on his appearance in Avengers: EMH!. His human looks (seen in flashbacks set during World War II) are based on Toby Jones' character in Captain America: The First Avenger.
 * Madame Hydra / Viper / Ophelia Sarkissian (voiced by Claudia Black), a top agent and the second in command of Hydra. After her plan to create the "perfect living weapons" of Hydra is foiled by the efforts of Spider-Man and his allies, she injects herself with a stolen Oscorp Animal Themed Serum (similar to Dr Connors’ Lizard formula) which permanently turns her into a monstrous Half Human Half Snake Humanoid with the same strengths of Connors' Lizard form, but also able spit acid, infect her victims with Viper Venom and communicate with other Ophidian species. She is also the Phoenix Princess' own archenemy.
 * Appearance: In her human form, she uses her classic green costume in the comics. As the Viper Empress, she is a Green Anaconda-skinned Yellow eyed Snake themed humanoid with the same size of Dr Connors' Lizard persona. She also has a large Rattlesnake Tail, a line up of Spikes in her spine and back and razor sharp claws.
 * Baron Wolfgang Von Strucker (voiced by Corey Burton), one of the Hydra leaders who specialize in human experimentation, advanced robotics, and artificial intelligence.
 * Appearance: Based on Thomas Kretschmann's performance in Captain America: The Winter Soldier and Avengers: Age of Ultron.
 * Carnage / Cletus Kasady (voiced by Graham McTavish), one of Red Skull's mercenaries. He is a sadistic psychopath who was broken out of prison by Skull's associate Dell Rusk. He eventually becomes Carnage after a fragment of Eddie Brock's Venom Symbiote (which is infected with a Red Skull virus) bonds with him.
 * Appearance: Visually the same as in the comics. His Carnage form is similar to the humanoid Carnage seen in the Ultimate Spider-Man vs. the Sinister 6 episode "The Symbiote Saga, Part 1".
 * Shriek / Carnage Queen / Frances Louise Barrison (voiced by Rachael MacFarlane in French Accent), Kasady's romantic partner and a dangerous and criminally insane villainess with the ability to manipulate sound. In "Maximum Carnage", she is among the Hydra agents who are turned into hosts of the Carnage symbiote (on which she goes by the alias of Carnage Queen) until she is defeated by Phoenix Princess and White Swan and separated from her symbiote form by a sonic wave trigger by Quake through the Vibranium-powered core. In "Werefox on the Run", Shriek was among the villains who have their powers absorbed by Rosy Barsi (in her Werefox form). Shriek was trying to kill a innocent woman and her children in a alley until Rosy (having absorbed Thundra and Speed Demon's powers) came by and attacked her before biting her neck, absorbing Shriek's sound powers, and dragging her to a nearby Hammer Industries facility, where Shriek's overloaded powers caused her to scream uncontrollably and fall unconscious as her powers destroyed the facility. And because she worked for Hydra, Rosy also took from Shriek a tracker which would lead her to her mother.
 * Appearance: The same as in The Amazing Spider-Man #392 and animated after the female characters in Avengers: EMH!. Her Carnage Queen form is based on that of Mary Jane's in the Ultimate Spider-Man vs. the Sinister 6 episode "The Symbiote Saga, Part 3".

Kree
A scientifically and technologically advanced militaristic race of blue-skinned humanoids from the planet Hala.
 * Ronan the Accuser (voiced by Keith Szarabajka), a Kree radical who agrees to ally himself with tyrants like (reluctantly) Thanos in exchange for eradicating his mortal enemies, including the Xandarians. He is a very close adversary to the Avengers and the Guardians of the Galaxy.
 * Appearance: The same as in Avengers: EMH!, but with the colors of Lee Pace's character in the Marvel Cinematic Universe.
 * Korath the Pursuer (voiced by Dave Fennoy), a Kree ally of Ronan who is a feared intergalactic hunter.
 * Appearance: Based on Djimon Hounsou's character in the Marvel Cinematic Universe.
 * Supreme Intelligence (voiced by David Kaye), the collective minds of the greatest Kree of Hala who is the supreme ruler of the Kree.
 * Appearance: The same as in Avengers: EMH!.

Master of Evil
A group of supervillains consisting of some of the Avengers' sworn enemies who are bent to destroy them and rule the Earth.
 * Baron Helmut Zemo / Citizen V (voiced by Robin Atkin Downes), the founder and leader of the Masters of Evil and the descendant of Heinrich Zemo, one of Captain America's old adversaries and founders of Hydra. He was also the core leader of J. Jonah Jameson's Thunderbolts under the alias of Citizen V.
 * Appearance: The same as in Avengers: EMH!. His appearance as Citizen V is the same as in Avengers: Ultron Revolution.
 * Yellowjacket / Darren Cross (voiced by Liam O'Brien), the owner of Cross Technological Enterprises and Pym's sworn business rival, he militarizes a similar version of the Ant-Man technology to create the Yellowjacket suit.
 * Apperance: Based on Corey Stoll's character in the 2015 film Ant-Man.
 * Whiplash / Anton Vanko (voiced by Fred Tatasciore), A Russian physicist and super-criminal who wields a pair of arc reactor-based electric whips.
 * Appearance: Based on Mickey Rourke's character (in his Whiplash armor Mark II) in Iron Man 2.
 * Scorcher / Steven Hudak (voiced by David Kaye) one of Spider-Man's old foes who commits crimes with a Pyrokinetic insulated battlesuit.
 * Appearance: The same as in Marvel; Ultimate Alliance 2, but with the animation of Avengers: EMH!.
 * Malekith the Accursed (voiced by Quinton Flynn), one of Thor's old foes and the ruler of the Dark Elves of Svartalfheim.
 * Appearance: Based on Christopher Eccleston's character in Thor: The Dark World.
 * Blizard / Donnie Gill (voiced by Dee Bradley Baker), one of Iron Man's foes and a super criminal who wears a special costume which allows him to generate ice. In "Fox on the Run", he is among the villains who have their powers absorbed by Rosy Barsi (in her Werefox form). Rosy attacks him as he was trying to defend Madame Hydra's headquarters and bites the batteries of his suit, draining their Ice energies and causing the overloaded batteries to explode and leave Blizzard helplessly frozen in ice.
 * Appearance: The same as in Avengers: EMH!.
 * Klaw / Ulysse Klaue (voiced by David Shaughnessy), a South African black-market arms dealer, smuggler and gangster, who uses a piece of advanced Wakandan mining equipment as a sonic disruption arm-cannon, replacing his left arm, which he lost after an attack on him by the Jabari Tribe of Wakanda. In "Fox on the Run", he is one of the three villains (along with Hyperion and Electro) who are assigned by Viper to watch over Vanessa Barsi until her Inhuman powers (and Werefox form) manifests when Rosy Barsi breaks through the facility and releases the Terrigen Fog. After Hyperion and Electro are absorbed and killed, Klaw attempt to flee until Vanessa (in her Werefox form) attacks him and bites his sonic disruption cannon, absorbing its Sound Wave manipulating functions and causing Klaw's overloaded arm to explode. With his own luck, he was the only one who survived the progress.
 * Appearance: Based on Andy Serkis' character in Avengers: Age of Ultron and Black Panther.
 * Abomination / Emil Blonsky (voiced by Steven Blum), a former officer loaned to General Ross who, lusting for the Hulk's power, was injected with various serums which transformed him into a near-skeletal humanoid monster as powerful as the Hulk himself, but also drove him insane.
 * Appearance: The same as in Avengers: EMH!.

Sinister Six
A group of Spider-Man's most hated adversaries led by Doctor Octopus to destroy the Wall-Crawler.
 * OctoGoblin / Doctor Octopus / Doc Ock / Otto Octavius (voiced by Corey Burton as Doctor Octopus and Mark Hamill as OctoGoblin), one of Spider-Man's major adversaries. A scientist who went insane after a lab accident rendered him bonded with his handling equipment, four mechanical tentacles which respond to his mind. He is the leader of the Sinister Six, a group of supervillains (consisting of Electro, Kraven the Hunter, Vulture, Scorpion and Rhino) who banded together to destroy Spider-Man. He is also a foe of Iron Man. He later becomes OctoGoblin in Superior Goblin, where he swaps bodies with Green Goblin to save himself from dying in this deformed motionless body and a terminal disease.
 * Appearance: Based on Alfred Molina's character in Sam Raimi's Spider-Man 2. As OctoGoblin he has a colorless variant of Green Goblin's appearance combined with his bionic tentacles.
 * Electro / Max Dillon (voiced by Jesse Burch), one of Spider-Man's foes and a former electrical engineer of Oscorp Industries who transformed into a powerful, electrical creature following an freak accident involving electric eels. In "Werefox on the Run", he is one of the three villains (along with Hyperion and Klaw) who are assigned by Viper to watch over Vanessa Barsi until her Inhuman powers (and Werefox form) manifests when Rosy Barsi breaks through the facility and releases the Terrigen Fog. He is the only one who acknowledges Rosy as Vanessa's daughter and (against Viper's orders) threatens to kill Vanessa, but he only meets his own demise when Vanessa (after draining Hyperion's powers) attacks him and bites his shoulders, absorbing Electro's electricity powers and causing Electro to be overloaded with his own electricity, exploding his body in the progress.
 * Appearance: He is a bald headed Caucasian man with a large facial scar resembling a lightning bolt. He wears a Black Bodysuit with a blue lightning bolt in his chest.
 * Kraven the Hunter (voiced by Kevin Michael Richardson), a maniacal big game hunter who seeks to defeat New York's superheroes to prove that he is the greatest hunter in the world.
 * Appearance: The same as in The Spectacular Spider-Man.
 * Vulture / Nighthawk / Adrian Toomes (voiced by Jeffrey Combs), a salvager-turned-criminal-vigilante after his company is forced out of business. He uses a suit with mechanical wings forged from Chitauri technology. He was also a member of J. Jonah Jameson's Thunderbolts (under the alias of Nighthawk).
 * Appearance: Based on Michael Keaton's character in Spider-Man: Homecoming. As Nighthawk, he wears the same costume as the original character in the comics.
 * Scorpion / Mac Gargan (voiced by Fred Tatasciore), J. Jonah Jameson's former bodyguard who became a sadistic super-criminal armed with a Scorpion-based armor.
 * Appearance: The same as in the comics.
 * Rhino / Aleksei Sytsevich (voiced by John DiMaggio), one of General Ross' henchmen and a former member of the Hulkbusters who became Rhino after injecting himself with a incomplete DNA sample of the Hulk combined with Rhinoceros DNA, resulting in him becoming a humanoid rhinoceros.
 * Appearance: A older variant of his appearance in Ultimate Spider-Man, but wearing long soldier pants.

Horsemen of the Apocalypse
A group of evil mutants loyal to their namesake master who seek to resurrect him and help him rid the world from humanity's existence.
 * Archangel / Warren Worthington III (voiced by Benjamin Diskin), a mutant with bird-like feathered wings who was recruited and enhanced by Apocalypse, gaining metallic wings which can also be used as razor sharp projectiles as a result.
 * Appearance: Based on Ben Hardy's character in X-Men: Apocalypse.
 * Psylocke / Elizabeth Braddock (voiced by April Stewart) a mutant with telepathic, telekinetic and psionic abilities. Her abilities also include projecting purple psychic energy, usually into the form of an energy blade which can burn through metal.
 * Appearance: Based on Olivia Munn's character in X-Men: Apocalypse
 * Victor Creed / Sabretooth (voiced by John DiMaggio) a mutant with a ferocious, feline-like nature, enhanced animal-like senses, fangs and healing abilities similar to Wolverine's.
 * Appearance: Based on Liev Schreiber's character in X-Men Origins: Wolverine.
 * Molten Man / John Allerdyce (voiced by Trevor Devall), a mutant with Pyrokinetic abilities. He is an amalgam of Molten Man and Pyro. He was once a mutant who lacked the ability to generate his own fire (being dependent of a flame-generating device on his right wrist) until he was recruited and enhanced by Apocalypse, gaining the ability to psionically generate, control, and manipulate fire at will. However, he can easily lose control over his powers if he gets angered or agitated. In "Werefox on the Run", he is among the villains who have their powers absorbed by Rosy Barsi (in her Werefox form). Molten Man was answering the Leader's distress call along with Thundra and Speed Demon until they were ambushed by Rosy. Molten Man was later subdued by Rosy (with Thundra's duplicated strength and Speed Demon's absorbed speed) and then bitten in his legs and arms as Rosy duplicated his Pyrokinetic powers and caused the overloaded Molten Man to uncontrollably shoot flames all over the place and subsequently explode his body into ashes in the progress.
 * Appearance: He is an older variant of his appearance in The Spectacular Spider-Man.

Wrecking Crew
A group of supervillains who were given with their powers by Loki and enjoy destroying everything in their path to get what they desire. They are close foes of Thor.
 * Wrecker / Dirk Garthwaite (voiced by J. B. Blanc), the leader of the crew who wields an magic enhanced crowbar.
 * Appearance: The same as in Avengers: EMH!.
 * Thunderball / Eliot Franklin (voiced by Kevin Michael Richardson, a member of the crew who wields a virtually indestructible wrecking ball attached to a 4-foot-long (1.2 m) chain.
 * Appearance: The same as in Avengers: EMH!.
 * Piledriver / Brian Philip Calusky (voiced by Crispin Freeman), a member of the crew with over-sized fists.
 * Appearance: The same as in Avengers: EMH!.
 * Bulldozer / Henry Camp (voiced by Fred Tatasciore), a member of the crew with a virtually indestructible body armor.
 * Appearance: The same as in Avengers: EMH!.

Soundtrack
The soundtrack consists of theme songs from the Avengers films in the Marvel Cinematic Universe and The Avengers: Earth's Mightiest Heroes!. The opening title song is a short reprise from the theme song played in the track "Assemble" in the 2012 film.

Event Details in the Series
While this series is a reboot to The Avengers: Earth's Mightiest Heroes! and Avengers Assemble, the show also features an original story on which the episodes, unlike most of the ones in Avengers: EMH!, are not adaptations to comic book arcs published for Marvel, although some elements in both Marvel and DC Comics are used.


 * Aunt May is married to Gwen's father George Stacy, making Peter and Gwen step-cousins.
 * Ultron is created by Arnim Zola during World War II era instead of Hank Pym or Tony Stark in modern era. The villain becomes depicted as a Dark Lord who was sealed away for decades waiting for revenge on humanity.
 * Eddie Brock's grudge with Green Goblin happens after Goblin torments him for one “really bad day”. This moment is a homage to the DC Comics' Batman graphic novels A Death in the Family  and The Killing Joke.
 * As in Ultimate Spider-Man and the New Avengers and its second alternate story, Felicia Hardy / Black Cat is introduced as a fully heroic character rather than antagonist or anti-hero.
 * Also as in Ultimate Spider-Man and the New Avengers and its second alternate story, the Phoenix Force is an entity which is split between its two halves: Light and Dark.
 * Typhoid Mary being the Green Goblin's love-obsessed accomplice mirrors Harley Quinn for the Joker in DC Comics.
 * Doctor Octopus swapping bodies with Green Goblin is a homage to the Superior Spider-Man saga, on which Doctor Octopus swaps bodies with Spider-Man and takes over Peter Parker's life.