Deep Secrets (USM Episode)

The 20th / 21th 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

 * New Avengers
 * Spider-Man / Peter Parker (flashback and main story)
 * Phoenix Princess / Mary Jane Watson
 * Light Phoenix Entity
 * American Son / Harry Osborn
 * Scarlet Spider / Ben Reilly
 * Cyberstar / Liz Allan
 * White Tiger / Ava Ayala
 * Power-Man / Luke Cage
 * Iron Fist / Danny Rand
 * Nova / Sam Alexander
 * Jewel / Jessica Jones
 * Kid Arachnid / Miles Morales
 * Silk / Cindy Moon (first appearance) (flashback and main story) (joins team)
 * Jocasta (first appearance) (birth)
 * Ms. Marvel / Kamala Khan
 * Inferno / Dante Pertuz
 * Agent Venom / Flash Thompson
 * Black Cat / Felicia Hardy
 * Iron Phoenix / Gwen Stacy

Supporting Characters

 * Avengers
 * Captain America / Steve Rogers (flashback and main story)
 * Black Widow / Natasha Romanoff (flashback and main story)
 * Iron Man / Tony Stark (flashback and main story)
 * F.R.I.D.A.Y.
 * Thor (flashback only)
 * Hulk / Bruce Banner (flashback only)

Villains

 * Hydra
 * Viper / Madame Hydra
 * Crossbones / Brock Rumlow
 * Arnim Zola
 * Spider-Slayers
 * Kaine (single appearance) (death)
 * Bone Spider (single appearance) (death)
 * Goliath Spider (single appearance) (death)
 * Ghost Spider (single appearance) (death)
 * Doctor Octopus / Otto Octavius
 * Attuma
 * Rogue Atlanteans
 * Ultron (flashback only)

Other Characters

 * Betty Brant (appears in TV, Computer Screen or Hologram only)
 * Oscorp Lab Spider (flashback only) (death)
 * Inhuman Royal Family
 * Black Bolt (flashback and main story)
 * Medusa Amaquelin (flashback and main story)
 * Lockjaw (flashback and main story)
 * Arsenal
 * S.H.I.E.L.D.
 * Nick Fury
 * Maria Hill
 * Dr. Curt Connors
 * Dr. Jane Foster

Part 1
In Midtown High at night, Peter and Mary Jane are wondering around the school and checking on a classroom which is restricted for staff and students only (and accessed by S.H.I.E.L.D. personnel only). There, they find a Terrigen Mist Cocoon (which hatched shortly after the Avengers’ battle with Ultron in Attilan), indicating that there was another Inhuman descendant among the Midtown Students, not just Kamala Khan as they supposed. But before they can learn of the descendant’s identity, they overhear Captain America battling Viper and Crossbones alone and, as the two help him battle the two villains, a mysterious young woman observes them in the shadows. Her green eyes burn blood red and a green Spider-tattoo appears in her forehead as she rushes towards them.

As the fight continues, the trio are joined in the fight by the new young vigilante, who reveals herself as a Spider-powered new heroine and introduces herself as Silk. Right after Silk helps them repel Viper and Crossbones, Peter and Mary Jane recognize her as Cindy Moon, one of their classmates in Midtown who attended to the same field trip in where Peter was bitten by the Oscorp Lab Spider; shortly after biting Peter, the same spider followed Cindy and bit her before it died. As she spent months trying to test her new abilities and keep them in secret, Cindy became among the humans on Earth who were affected by the Terrigen Mist Cloud, revealing, to Captain America’s surprise, that she is also an Inhuman descendant whose Inhuman DNA enhanced her Spider powers (enabling her to produce organic webs and granting her with the abilities to use stingers (just like Scarlet Spider) and also camouflage and use Venom Strike (similar to Miles Morales)). Cindy also tells the trio that she was looking for them as she spotted Scarlet Spider breaking through Doctor Octopus’ laboratory, where he intends to know more answers about his past.

Spider-Man, Phoenix Princess and Captain America follow Silk into the laboratory, which is located into the undergrounds of the currently demolished Daily Bugle. There, they discover that, while working for Hydra, Doctor Octopus was working on Project Kaine, the science program associated to the creation of the Spider-Slayers, which Peter discovered during his mission in the Inhuman Temple the Phoenix awoke from. Before they can learn more, they are attacked by Kaine, a deformed synthezoid clone of Spider-Man which needs to feed on organic beings’ energies to grow stronger. Kaine creates multiple replicas of himself to attack the heroes, who defeat most of them before the original Kaine is attacked and destroyed by Scarlet Spider, who reluctantly accepts the heroes’ help to search for more answers about his past. As they further investigate the area, they also discover that Hydra Island, which appeared to have been destroyed after the battle against Ultron, still lives and so does Arnim Zola, whose consciousness was deactivated in there and left drowning. Before they can take the submarine to make it there, however, they are still attacked by Kaine, who has managed to adapt to the group's looks and physical strengths.

As they fight the clones, Spider-Man deduces that if they cannot destroy Kaine by destroying his bodies, they can maybe destroy his consciousness. Phoenix Princess manages to read Kaine’s mind and discovers that his consciousness is in the core of the laboratory. Although he knows he might not be able to know of his past if the core is destroyed, Scarlet allows the heroes to destroy it, ending Kaine’s existence permanently. Scarlet apologizes for bringing his teammates on his mission, on which Peter and Mary Jane forgive him because they understand he could not trust his own mind. Just then, they hide and discover Doctor Octopus reactivating the laboratory determined to recover his research, which was stolen by Zola, in Hydra Island. Silk volunteers to round up the Avengers and New Avengers while Spider-Man, Phoenix Princess, Captain America and Scarlet sneak into Doctor Octopus’ submarine right before it submerges. As they remain hidden, Spider-Man assures them that if Doctor Octopus tries anything which will put everyone else at risk, they will be there.

“To Be Continued…”

Part 2
Doctor Octopus is exploring the depths of the ocean in search of Hydra Island still hoping to retrieve his stolen research, unaware, however, that Spider-Man, Phoenix Princess, Scarlet Spider and Captain America have sneaked into his submarine still determined to stop Octavius and Zola as well as to search for more answers about Scarlet’s past. Just as Octavius locates the Island, the heroes dive out of the submarine and successfully break through the Island without being noted. Just as Octavius’ submarine enters the Island, Attuma and his rogue Atlantean forces spot the Island determined to turn it into his new empire.

As they sneak further around the Island, Spider-Man and his group are alerted of Attuma and his incoming forces, who inadvertently awaken the Island’s security defense, the Delta-9 Synthezoids, a Spider-Slayer team of Spider-Man/Synthezoid hybrids consisting of Bone Spider, Goliath Spider and Ghost Spider; The Delta-Nine Synthezoids are part of Arnim Zola's Weapon S program which Scarlet Spider was created as part of. Meanwhile, Iron Man and Black Widow are in the Triskelion training the New Avengers until they are approached by Silk, who informs them of the peril Spider-Man and Captain America are in, getting the heroes to take off for action. As they battle their way across the Island still avoiding being noticed by any of the villains present, including Zola, who is about to reawaken in the computers, Spider-Man and his group manage to hide in a secret laboratory he built in case the Tricarrier was ever compromised and taken over. Using a M'Kraan Crystal shard which was scavenged during the mission in the Inhuman Temple, a supercomputer in the laboratory and their blood samples with their DNA and minds, Peter and Mary Jane manage to finish the project they announced to the Avengers before: their team’s own A.I. Jocasta, much to Captain America's amazement.

As she begins to hack and analyse some portions of the Island, Jocasta confirms the others that the Delta-9 Synthezoids’ awareness of the intruders is slowly awakening Zola’s consciousness inside the computers and that the researches Doctor Octopus is looking involves Chitauri Technology which, despite greatly advanced, is still unstable for human tech due to recent malfunctions. Knowing without doubt that Doctor Octopus’ research will truly put every innocent life at risk, Spider-Man and his comrades exact to seek and destroy it before it is too late. Meanwhile, Iron Man, Black Widow and the New Avengers are in their Quinjet still tracing the location of Hydra Island and with Iron Man attempting to contact Captain America to follow his signal. As he fights back against Attuma’s spawns and the Spider-Slayers, Doctor Octopus manages to break through the laboratory where his researches are, but only to Spider-Man make it there first and destroy the researches and have Jocasta delete every copy of them which was saved in the computers. Enraged, Doctor Octopus vengefully retaliates by reactivating the computer Zola was trapped in and retreats through one of the escape pods as Zola reactivates Hydra Island, which rises back from the Oceans.

As the battle continues, Iron Man manages to locate the Island and the team arrives in time to help Spider-Man, Captain America, Phoenix Princess and Scarlet Spider. As the others keep the Spider-Slayers and Attuma’s forces occupied, Spider-Man reaches the core of the Island, where Jocasta demands him to link her with the Core Computer. Right after Spider-Man does so, Jocasta manages to convert Hydra Island piece by piece into a more American-looking fortress and, right after she entraps Zola back into his previously damaged robot body, converts the fortress as Avengers Island. Spider-Man rejoins the fight and the Avengers manage to defeat the rogue Atlanteans, the Spider-Slayers (who are in progress burned down and destroyed) and Zola. As S.H.I.E.L.D. Units arrive to apprehend Zola and Attuma, the Avengers are approached by Black Bolt, Medusa and Lockjaw, who congratulate them for their great success. The New Avengers (now officially joined by their new teammate Silk and their A.I. Jocasta) leave the Avengers Island to be controlled by Arsenal as Captain America, Black Widow and Iron Man are confident that, thanks to the young heroes, the Avengers expansion program will remain intact and go on without any setbacks.

Previous Episodes

 * Flashbacks in this episode recalling the rise of new Inhumans on Earth are set after the events of the Avengers: Ultron Revolution episode “The Inhuman Condition”.

Next Episodes

 * This episode is continued by two stories which are part of the franchise.
 * The direct-to-video crossover film Marvel's Star Wars: Avengers of the Force, on which the Avengers (old and new) join forces with the Resistance to stop the catastrophic threat of Darth Venom and the destructive war between the Avengers' villains (Doctor Octopus, Hydra and Kree) and the First Order.
 * The Avengers: Ultron Revolution episodes Triple Date, Minds Over Mech and World War Goblins.

Voice Cast

 * Drake Bell as Spider-Man / Peter Parker
 * Ashley Johnson as Phoenix Princess / Mary Jane Watson
 * Ashly Burch as Silk / Cindy Moon
 * Scott Porter as Scarlet Spider / Ben Reilly
 * Roger Craig Smith as Captain America / Steve Rogers, Ghost Spider
 * Matt Lanter as American Son / Harry Osborn, Agent Venom / Flash Thompson
 * Mae Whitman as Iron Phoenix / Gwen Stacy
 * Laura Bailey as Black Widow / Natasha Romanoff
 * Adrian Pasdar as Iron Man / Tony Stark
 * Hynden Walch as Cyberstar / Liz Allan
 * Caitlyn Taylor Love as White Tiger / Ava Ayala
 * Ogie Banks as Power-Man / Luke Cage, Kid Arachnid / Miles Morales
 * Greg Cipes as Iron Fist / Danny Rand
 * Logan Miller as Nova / Sam Alexander
 * Kimberly Brooks as Jewel / Jessica Jones
 * Tara Strong as Jocasta
 * Kathreen Khavari as Ms. Marvel / Kamala Khan
 * Yuri Lowenthal as Inferno / Dante Pertuz
 * E.G. Daily as Black Cat / Felicia Hardy
 * Chi McBride as Nick Fury
 * Susan Eisenberg as Maria Hill
 * Catherine Taber as Dr. Jane Foster, Medusa
 * Grey DeLisle as Betty Brant
 * Jennifer Hale as Light Phoenix, F.R.I.D.A.Y.
 * Dee Bradley Baker as Dr. Curt Connors, Lockjaw
 * Mark Hamill as Arnim Zola
 * Claudia Black as Viper / Madame Hydra
 * Fred Tatasciore - Crossbones, Goliath Spider, Kaine
 * Tom Kenny as Doctor Octopus
 * Dwight Schultz as Attuma
 * Steven Blum as Bone Spider