Circus of Illusions

The 9th episode of the alternate fourth season of Ultimate Spider-Man TV Show, originally entitled Ultimate Spider-Man vs. the Sinister 6, here entitled Ultimate Spider-Man and the New Avengers.

Featured Characters

 * New Avengers
 * Spider-Man / Peter Parker
 * Phoenix Princess / Mary Jane Watson
 * Light Phoenix
 * American Son / Harry Osborn
 * Agent Venom / Flash Thompson
 * Jocasta
 * White Tiger / Ava Ayala
 * Iron Fist / Danny Rand
 * Nova / Sam Alexander
 * Power Man / Luke Cage

Supporting Characters

 * Doctor Strange / Dr. Stephen Strange
 * Liz Allan
 * Aunt May

Villains

 * Mysterio / Quentin Beck (first appearance) (gets and loses Dark Gem)
 * Mindless Ones
 * Beetle / Abner Jenkins

Other Characters

 * Ancient One (mentioned only)
 * Thor (mentioned only)

Plot
Harry Osborn (in his American Son Armor) is battling against Beetle at the same time he struggles to protect a box which contains what he bought for a very special and ‘classified’ occasiation. Right after Spider-Man and Phoenix Princess arrive and help defeat the villain, Harry reveals to his friends that the box contains a well decorated cake he bought for Liz Allan’s birthday. After they leave the cake with Aunt May to prepare Liz’s party in the Triskelion, Peter and the rest of his friends join Liz to watch a show in Circus along with the rest of Midtown High’s students. After a few hours, Peter ends up hearing voices from a mysterious crystal he found in the streets. The crystals ignites an astral light and reveals to contain Doctor Strange, who had been imprisoned in the Crystal’s dimension by one of Spider-Man’s oldest and most dangerous enemies. The magician hosting the show suddenly reveals himself to be the Master of Illusions, Mysterio.

Empowered by one of Dark Phoenix’s gems which gave him Dormammu’s powers, Mysterio manages to zombify most of Midtown High’s students, except some who Peter (quickly dressed as Spider-Man) manages to get out of the circus as he buys his teammates time to suit up and join the fight. Spider-Man and Phoenix Princess end up stripping Mysterio off the Eye of Agamotto and fuse it with the Doctor Strange’s crystal, successfully setting him free. The team is, however, kept occupied by the Mindless Ones, who distract them long enough for Mysterio to retreat. After defeating the Mindless Ones, the team hears from Doctor Strange that Mysterio is travelling across dimensions looking for the Infinity Stones, which had been tossed into unknown distortions of Time and Space after the previous destruction of the Infinity Gauntlet. And they know that if Mysterio gets his hands on them, he will become even more dangerous than he used to be.

Strange reveals that so far, he managed to recover the Reality Stone and contain its radiation in small mystic jars created by the Ancient One thousands of years ago. Spider-Man and the team travel across the dimensions to gather the stones as well as they repeatedly cross paths with Mysterio and overcome his traps. Just as they finally collect the fifth stone, the team arrives too late to get the Power stone, which Mysterio uses to create a portal to the Dark Dimension which threatens to unleash the Mindless Ones across the entire city. Things get even worse when Liz gets caught by the portal and transported into the Dark Dimension, to Harry’s horror.

While Spider-Man and Doctor Strange work to hold down against Mysterio, American Son escorts Liz to safety while the rest of the New Avengers work to separate the Power Stone from the Dark Gem. As Harry keeps her away from the Mindless Ones, Liz manages to grab an axe from one of the Dark Dimension’s Goblins and passes it to Phoenix Princess, who uses it to slash and destroy the Dark Gem, separating it from the Power Stone and weakening Mysterio, allowing Spider-Man and Doctor Strange to double-team to defeat him. The team returns back to Earth and use the Power Stone to close the portal right before the Mindless Ones can pass through. Nearly powerless and defeated, Mysterio manages to retreat as he vows revenge on Spider-Man and his team. The New Avengers head back to the Triskelion where they enjoy Liz’s birthday party. Doctor Strange states that he and Thor (along with the other Asgardians and Masters of the Mystic Arts) will be watching over the Stones until they figure out a way to keep them safe and leaves back to the Sanctum Sanctorum, but not before he leaves a small, but very noble Birthday Gift for Liz. The gift is revealed to be, for everyone’s amazement (and Nova’s panic, however), a Blue Eyed White Rabbit.