Captain Peter Parker at Your Service

The 12th 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 / Captain America / Peter Parker (First appearance as Captain America)
 * Phoenix Princess / Mary Jane Watson
 * Light Phoenix
 * American Son / Harry Osborn
 * Jocasta
 * Jewel / Jessica Jones
 * Iron Fist / Danny Rand
 * Power Man / Luke Cage

Supporting Characters

 * Captain America / Steve Rogers (Flashback and Main Story)
 * Queen Andrea Carter
 * Jean Grey
 * Summer Knight / Bucky Barnes
 * S.H.I.E.L.D.
 * Nick Fury
 * Maria Hill
 * Dr. Helen Cho
 * Dr. Curt Connors
 * Whizzer / Robert Frank
 * Winter Guard
 * Red Guardian / Nikolai Krylenko
 * Darkstar / Laynia Petrovna
 * Ursa Major / Mikhail Ursus
 * Crimson Dynamo / Ivan Vanko
 * Radioactive Man / Igor Stancheck
 * Ultimate Spider-Woman / Gwen Stacy (first appearance)
 * Post Civil War Thor / Jane Foster (first appearance)
 * Logan (first appearance)
 * 2099 Spider-Man / Miguel O’Hara
 * Korg (first appearance)
 * Joe Fixit / Noir Hulk / Bruce Banner (first appearance)
 * Post Civil War Phoenix / Jean Grey (first appearance) (Flashback and Main Story)

Villains

 * HYDRA
 * Red Skull / Red Goblin / Johann Schmidt (First Appearance as Red Goblin) (Mind Transferred to Ultimate Norman Osborn's body)
 * Dr. Michael Morbius (first appearance)
 * Ultimate Green Goblin / Norman Osborn (Mind Transferred to Johann Schmidt's Body) (Death)
 * Unnamed Dark Elves
 * Man-Wolf / John Jameson (first appearance)
 * Hammerhead / Joseph Lorenzini (first appearance)
 * Unnamed Venom Monsters
 * Baron Henrich Zemo (first appearance) (flashback only)

Other Characters

 * Secretary Alexander Pierce
 * Avengers
 * Iron Man / Tony Stark (mentioned only)
 * Thor (mentioned only)
 * Hawkeye / Clint Barton (mentioned only)
 * New Avengers
 * White Tiger / Ava Ayala
 * Nova / Sam Alexander
 * Ultimate Spider-Man / Miles Morales (mentioned only)
 * The Thing / Ben Grimm (mentioned only)
 * Uncle Ben (mentioned only)

Plot
In the Nest of Helios, Peter, Mary Jane, Harry and Queen Andrea hear sad news from Whizzer when he informs them of Steve Rogers’ disappearance in a mission he was having with S.H.I.E.L.D. in Russia. As they head to the Tricarrier to ask Director Fury if they found any clue, they find out that C.I.A. Secretary Alexander Pierce has chosen a group of candidates for temporarily assuming Rogers’ mantle of Captain America. The disgusted Andrea sees all of the four candidates as unworthy volunteers when they demonstrate big lack of strength, discipline and nobility, on which Peter enters the test field and demonstrates his own abilities. To everyone’s amazement, Peter proves himself perfect and worthy to assume the Captain America Mantle.

Impressed with Peter’s performance, Fury, Hill, Whizzer and Andrea vote him as the next Captain America. Pierce initially disapproves their suggestion due to Peter having not been enlisted in the Army and Military Services like Rogers has been, but he reluctantly agrees when Hill and Whizzer show him files of Peter’s services and accomplishments with S.H.I.E.L.D. and Doctors Cho and Connors inform them that the genetic spider responsible for his arachnid powers was created with the same Super Soldier Formula responsible for Captain America’s strength. Peter agrees to use the mantle until he and his team are successful to find Steve. He and the New Avengers (consisting of Iron Fist, American Son, Jewel and Power Man), allied with Summer Knight, travel to Russia and defeat countless waves of HYDRA troops who stand in their way. They also get help from the country's own team of superheroes: the Winter Guard (Red Guardian, Darkstar, Crimson Dynamo, Ursa Major and Radioactive Man), who are also working to find Captain Rogers and stop a terrorist attack on their country by his archenemy: The Red Skull. Among the HYDRA forces they defeat, the heroes battle and defeat a mercenary with traits and looks similar to Bucky when he was the Winter Soldier, leading them to discover that Skull is planning to form an army of Winter Soldiers to help him conquer the world.

With a help from Jewel’s detective abilities, the teams are able to locate Skull’s Winter Soldier Base. There, they discover that one of Skull’s mercenaries had stolen the Siege Perilous, the ancient artifact Green Goblin once used to collect DNA from other Spider-Men from other dimensions, and used it to abduce heroes and villains from other realities and brainwash them as Winter Soldiers. They manage to free the hostage heroes: Ultimate Universe’s Gwen Stacy (who is Spider-Woman and Miles Morales’ partner and a friend of her world’s Peter Parker before his demise), Pos Civil War Jane Foster (who has become Thor after becoming worthy of wielding Mjolnir), Logan (Wolverine from a Post-Apocalypse themed reality ruled by Venom Symbiotes), Joe Fixit (the Hulk’s counterpart in the Noir universe), the Miguel O’Hara Spider-Man and Korg (from a dimension where Hulk was banned to the despotic planet of Sakaar). Red Skull, aware of the two teams’ presence, sends in the summoned villains (Man-Wolf from Korg’s dimension, Venom-Monsters from Logan’s home world, Dark Elves from Jane Foster’s reality and even worse, the Ultimate Universe’s Green Goblin) to attack them. With his friends occupied with the other villains, Peter is left to fight the Goblin, who eventually recognizes him as the Spider-Man who fought alongside Miles, alone.

Peter and Goblin duke it out at full force while the other heroes work to keep the Perilous away from Skull’s troopers. Just as Goblin gains the upper hand on Peter and prepares to finish him off, Captain Rogers (who had been previously saved from freezing to death by Jean Grey’s parallel counterpart from the Post Civil War reality) suddenly reemerges and incapacitates him. The two Captains America successfully defeat him and throw him into an interdimensional portal activated by Gwen with the Perilous which imprisons the Goblin in the Negative Zone (due to her decision that Goblin had already destroyed one Spider-Man and will not destroy another). After he tells the heroes how he survived, Rogers tells them that Skull is using stolen Oscorp Formulas to create the Winter Goblins, to which Harry deduces they can change the formulas’ effects with a Nuclear Bomb infused with a Anti-Goblin similar to the one his father used to prevent more mutations. As American Son and Radioactive Man prepare the bomb and set it to explode in the core of the base, the others work to keep the awakened monsters occupied. Peter (back in his mantle of Spider-Man) and Captain America confront Skull in the Missile Launcher, where Skull is preparing to launch the Winter Goblin serum through a missile which is set to hit New York City and turn the citizens into hideous monsters. After a long serious fight, Spider-Man and Captain America, aided by the displaced Jean Grey (who was convinced by her counterpart to find the strength to forgive herself), manage to defeat Skull and use the Perilous to teleport him into the Negative Zone while Jean uses her Phoenix powers to stop the weapon. Radioactive Man and American Son detonate the bomb, depowering the Winter Goblins and damaging the core of the Base. The heroes manage to escape just in time before the Base explodes in ashes. Meanwhile, in the Negative Zone, Skull is confronted by Goblin, who is about to exact revenge on him for his abduction having foiled his attempt to destroy Spider-Man. Before he can finish him, however, Skull impales him with Loki’s Mind control Scepter which causes the two to swap bodies. Goblin’s skin is turned Red and Skull (now on Goblin’s body) redubs himself as the Red Goblin and takes off around the Negative Zone, leaving Goblin to die in his ill and deformed body. In the Nest of Helios, Peter and Steve are reunited with Mary Jane and Andrea as Harry uses the Perilous to return the displaced heroes back to their dimensions, but not before Gwen shares a peaceful farewell embrace with Peter, telling him she is happy to see him alive again. After the alternate heroes leave, Peter decides that the Perilous is safer with the Phoenix Warriors, since the Nest of Helios is composed of magic which prevents Dark-hearted beings from trespassing it, and he and his friends watch the fireworks blowing up in the sky as their country celebrates Independence Day.

Previous Episodes

 * While admiring Peter’s performance as Captain America, Steve mentions when Tony once had him join the Avengers in the Avengers Assemble episode “Avengers Disassembled” after he left in “Crack in the System”. He mentions Hawkeye deducing Tony had Spider-Man as a ‘replacement’ for Cap, to which he says that if Tony really did, he would have made the right choice.
 * While demonstrating his knowledge about the Winter Guard, Peter mentions Fury believing they were threats like HYDRA, which occurred in the Avengers Assemble episode “Secret Avengers”.
 * Several events of the “Spider-Verse” saga are mentioned in the episode.
 * Miguel O’Hara is mentioned as one of the first Spider-Men he met in his adventure, which was in Part 1.
 * Goblin recognizes Peter as the Spider-Man he fought against in Part 3.

Next Episodes

 * The story continues in the Avengers: New Heroes’ Time episode Hearts and Minds.
 * The homeworlds of the dimension displaced heroes present in this episode become the main focus of the Avengers: New Heroes’ Time three part finale The Infinity Saga.
 * It is revealed in the Avengers: New Heroes’ Time episode The Infinity Saga, Part 2: Soul of a Ultimate Hero" that the files Jocasta gives to Gwen contain data about Peter Parker’s noble speech about the truths he discovered and lessons he learned and the corrupt and infamous actions of men who worked against Spider-Man, including J. Jonah Jameson (the Ultimate Universe version of the character ends up exposed for his crucial role with the Ultimate Goblin’s Sinister Six and the death of his world’s Peter Parker, leading him to be arrested and executed). This also leads the Ultimates (the Ultimate Universe version of the Avengers) to relentlessly pursue and exterminate the remaining members of the Six.
 * Electro being overloaded and destroyed by Thor.
 * Kraven being subdued and killed by Wolverine.
 * Vulture being shot out of the sky by Falcon and left to fall for his death.
 * Rhino being overpowered and killed by Hulk with his own broken horn.
 * Doctor Octopus being defeated by Captain America and Iron Man and executed by Nick Fury.