Menace No More, Part 3: The Sinister Revolution

The 11th episode of the second version of the alternate fourth season of Ultimate Spider-Man TV Show, originally entitled Ultimate Spider-Man vs. the Sinister 6, here entitled Ultimate Spider-Man and the New Avengers.

Featured Characters

 * S.H.I.E.L.D. Academy / New Avengers (first appearance as the New Avengers)
 * Spider-Man / Peter Parker
 * Agent Venom / Flash Thompson
 * Iron Spider / Amadeus Cho
 * Kid Arachnid / Miles Morales
 * Scarlet Spider / Ben Reilly
 * Black Cat / Felicia Hardy
 * American Knight / Harry Osborn
 * White Tiger / Ava Ayala
 * Nova / Sam Alexander
 * Ms. Marvel / Kamala Khan (joins team)
 * Inferno / Dante Pertuz (joins team) (also a member of the Phoenix Corps)
 * Iron Fist / Danny Rand
 * Firestar / Angelica Jones (joins team) (also a member of the Phoenix Corps)
 * Power Man / Luke Cage
 * Cloak / Tyrone Johnson
 * Dagger / Tandy Bowen
 * Squirrel Girl / Doreen Green
 * Ka-Zar
 * Zabu
 * Reptil / Humberto Lopez (joins team)
 * Triton

Supporting Characters

 * Mary Jane Watson (merges with Light Phoenix)
 * Liz Allan (gets Ultron Nanite Symbiote)
 * Aunt May
 * S.H.I.E.L.D.
 * Nick Fury
 * Phil Coulson
 * Maria Hill
 * Dr. Henry “Hank” Pym (first appearance)
 * Commissioner George Stacy
 * Jim Paxton
 * Avengers
 * Captain America / Steve Rogers
 * Iron Man / Tony Stark
 * F.R.I.D.A.Y.
 * Black Widow / Natasha Romanoff
 * Hawkeye / Clint Barton
 * Thor
 * Hulk / Bruce Banner
 * Ant-Man / Scott Lang
 * Falcon / Sam Wilson
 * Captain Marvel / Carol Danvers
 * She-Hulk / Jennifer Walters
 * Red Hulk / General Thunderbolt Ross
 * Phoenix Corps
 * Jean Grey
 * Summer Knight / Winter Soldier / Bucky Barnes
 * Sun-Hawk / Vulture / Adrian Toomes
 * Red She-Hulk / Dr. Betty Ross
 * Light Phoenix (merges with Mary Jane Watson)
 * Iron Patriot / Norman Osborn

Villains

 * Ultron (apparent death)
 * Ultron Nanites
 * Sinister Seven (lose Ultron Nanites)
 * Doctor Octopus / Otto Octavius
 * Kraven the Hunter
 * Electro / Max Dillon
 * Iron Vulture / Arthur Toomes
 * Rhino / Alex O’Hirn (leaves team)
 * Scorpion
 * Ultimate Green Goblin / Norman Osborn
 * Hydra
 * Unnamed Agents (lose Ultron Nanites)
 * Anti-Venom Symbiote (apparent death)
 * Anti-Venom / Eddie Brock (gets and loses symbiote)

Other Characters

 * Anne Weying
 * Beth the Waitress (first appearance)
 * Arsenal (revival)

Plot
Following the previous episode, Spider-Man and his allies battle against Ultron and the Nanite Possessed Sinister Seven and Hydra Agents as they work to stop them from reaching the city. Peter also intends to slow Ultron down until it is midday in the Inhuman Temple (for this is the time when Light Phoenix will awaken and search for her new host). The heroes are also joined in the fight by the Phoenix Corps. The event is being broadcasted live from New York Sun by Betty Brant as Mary Jane and Liz, in Aunt May’s restaurant watch concerned about Peter and Harry and Eddie struggles not to pay attention to the News with Anne trying to comfort him. The situation gets worse, however, when Iron Patriot is fought against numerous Nanite Agents sent by Doctor Octopus (who has a small degree of his Nanite under his control). The fight ends up taking place near Aunt May’s restaurant, where Eddie loses control and lets out the Anti-Venom inside him to Anne’s horror.

Just as the Ultron Nanite agents attempt to attack the restaurant, they are attacked by Anti-Venom, who consumes and destroys their Nanites due to the organisms being Synthezoid and Symbiote hybrids. Sensing more Synthezoid/Symbiotes in Roxxon, Anti-Venom rushes there to attack them with Anne, worried about Brock’s possible peril, following him. While she and Liz follow her to stop her, Mary Jane calls for Peter and warns him of Anti-Venom, although Peter is also occupied with Ultron. Anti-Venom arrives in the battlefield attacking both sides on which he gets on a fight with American Knight, Cloak, Dagger, Iron Fist, Red Hulk and the Nanite Possessed Rhino. Anne arrives and pleads for the heroes not to hurt Brock, although she is removed from the field for her safety. Anti-Venom avoids the group and continues consuming the other symbiotes. Ultron gains the upperhand on his fight with Spider-Man, but before he can finish him, Spider-Man advises the villain that he is too late and that the Sun has risen over the Inhuman Temple. Just then, Light Phoenix, in the form of a temporarily independent life form, emerges and joins the fight.

As the battle continues, Light Phoenix briefly restraints Ultron and helps Spider-Man’s allies by entering the humans’ minds and make sure they are not too scared of the issuing chaos (she also works to find out who is her current suitable host) as Anti-Venom resumes to finish off the symbiotes. On the middle of the chaos, Doctor Octopus, having gained full control over his symbiotic possession, decides to destroy Osborn by turning his son Harry against him. And, noticing Liz with Anne, he does so by infecting her with a small fragment of his symbiote to motivate Harry that defending his father’s honor will lead him to lose everything and everyone he loves the most. Following the Phoenix’s advice that Love will always find a way, however, Harry, with help from Ant-Man uses his armor’s nanotech to give Liz control over her symbiote. Just as Octavius attempts to harm Harry and Liz in revenge of his defeat, he is neutralized by Anti-Venom, who drains him off his symbiote possession (the progress also reverts Octavius back to his old form), rendering him unconscious. He also tries to attack the young heroes, but is defeated. Seeing purity of light in Mary Jane’s heart, Light Phoenix suddenly accepts Mary Jane as the suitable host she was looking for.

Just as Mary Jane accepts her fate, Peter approaches her and reminds her that he promised she would not be in danger. To which she replies that he already fulfilled his promise by giving her the courage she needed to really help people. The two share a passionate kiss before the Phoenix completely bonds with Mary Jane. Just as the others rejoice, however, Ultron recovers and continues his fight with Spider-Man. Near defeat, Ultron attempts to possess Peter himself, but he fails when Peter’s Phoenix enhancement made him immune to mind control and body possession and Peter fights back after he also separates Ultron from his own host Arsenal. Just as Ultron attempts to fight back, Anti-Venom recovers and starts consuming him. Though successful to destroy the rogue A.I., however, Ultron’s symbiotic levels prove to be too much for even Anti-Venom to handle, causing the symbiote to be destroyed and rendering Brock unconscious. With Ultron destroyed, Hydra Island sinks into the ocean and the Synthezoid Symbiotes are vaporized, although Peter and Stark are not too confident that Ultron is truly gone for good. As the citizens cheer on the heroes’ victory, Brock is taken to S.H.I.E.L.D. medical attention (although it is shown that some fragments of his symbiote are still alive in him) while Liz is taken for check-up as she exacts to learn how to control her symbiote and also sympathizes with Harry (who had dissociated from his father after what Doctor Octopus said to him). Peter shares another peaceful romantic moment with Mary Jane before she is approached by Jean Grey, who exacts to teach her how to master the Phoenix’s powers. Spider-Man and American Knight regroup with their teammates, now joined by Ms. Marvel, Reptil and Inferno and officially renamed the New Avengers, who are congratulated by their allies for their dedication in the fight. The group watches as the Triskelion is redesigned at the image of the Avengers as Spider-Man and his teammates shout: “New Avengers Assemble!”.

Previous Episodes

 * The story continues directly after Part 2: Freedom For All Meta Humankind.

Next Episodes

 * Mary Jane Watson and Liz Allan appear as Phoenix Princess and Cyberstar respectively in Burning Love.