The Phoenix Awakens

The 3th 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

 * Spider-Man / Peter Parker (flashback and main story)
 * Phoenix Princess / Mary Jane Watson (flashback and main story) (bonds with Light Phoenix) (first appearance as Phoenix Princess) (joins Phoenix Warriors)

Supporting Characters

 * New Avengers
 * Agent Venom / Flash Thompson
 * Black Cat / Felicia Hardy
 * Firestar / Angelica Jones (joins Phoenix Warriors)
 * Jewel / Jessica Jones
 * Rhino / Alex O'Hirn (depowered) (leaves team)
 * S.H.I.E.L.D.
 * Captain America / Steve Rogers (flashback and main story)
 * Maria Hill
 * Queen Andrea Carter (flashback and main story)
 * Phoenix Warriors
 * Redwing
 * Wanda Maximoff
 * Summer Knight / Bucky Barnes / Winter Soldier (flashback and main story) (last appearance as Winter Soldier) (first appearance as Summer Knight) (leaves HYDRA and joins team)
 * Red She Hulk / Dr. Betty Ross (first appearance as Red She-Hulk) (flashback and main story) (joins team)
 * Light Phoenix (first full appearance) (flashback and main story) (bonds with Mary Jane Watson)
 * Sun-Hawk / Adrian Toomes / Vulture (last appearance as Vulture) (first appearance as Sun-Hawk) (leaves HYDRA and joins team)
 * X-Men (first appearance)
 * Professor X / Professor Charles Xavier (first appearance) (flashback and main story)
 * Wolverine / James "Logan" Howlett (flashback and main story)
 * Jean Grey / Phoenix (first appearance) (flashback and main story) (separates from Phoenix Force in flashback)
 * Cyclops / Scott Summers (first appearance) (flashback and main story)
 * Rogue / Anna Marie (first appearance) (flashback and main story)
 * Storm / Ororo Munroe (first appearance) (flashback and main story)
 * Beast / Dr Hank McCoy (first full appearance) (flashback and main story)
 * American Son / Harry Osborn (first appearance as American Son)
 * Sandman / Flint Marko

Featured Characters

 * HYDRA
 * Carnage Symbiote (destruction)
 * Baron Strucker / Carnage Strucker (first full appearance) (gets Carnage symbiote)
 * Madame Hydra / Viper Empress / Ophelia Sarkissian (first appearance as Viper Empress)
 * Arnim Zola
 * Doctor List (single appearance) (death)
 * Doctor Octopus / Otto Octavius (hologram only)
 * Spider-Slayers (flashback only)
 * Super Adaptoids
 * Sentinels
 * Brotherhood of Evil Mutants
 * Magneto / Erik Lehnsherr (first appearance)
 * Mystique / Raven Darkholme (first full appearance) (impersonates Green Goblin and Abomination)
 * Green Goblin / Norman Osborn (illusion or vision) (impersonated by Raven Darkholme)
 * Abomination / Emil Blonsky (illusion or vision) (impersonated by Raven Darkholme)
 * Pyro / St. John Allerdyce (first appearance)
 * Blob / Frederick Dukes (first appearance)
 * Toad / Mortimer Toynbee (first appearance)
 * Apocalypse / En Sabah Nur (single appearance) (flashback only) (death)
 * Dark Phoenix (first appearance) (flashback only)
 * Loki (cameo) (mind transferred to Mesmero's body)
 * Mesmero (cameo) (mind transferred to Loki's body)

Other Characters

 * Betty Brant (first appearance) (appears in TV, Computer Screen or Hologram)
 * J. Jonah Jameson (mentioned only)
 * Liz Allan (flashback only) (phone call)
 * Ben Parker (mentioned only)
 * Hulk / Bruce Banner (flashback only)

Locations

 * New York City
 * Triskelion
 * Nest of Helios (first full appearance) (named)
 * Monster Island

Plot
Two days after the previous episode, Spider-Man is resuming his heroic duties in New York as his actions are being even more honored by the new head reporter of Daily Bugle Betty Brant, who gently supports his reputation by pointing him as the hero he is meant to be. In the Triskelion, Captain America and Wolverine watch Brant's reports from a monitor and comment about how well he is proving himself while Spider-Man is shown having defeated Loki and Mesmero by electrocuting them with Electromagnetic Webs and causing them to swap minds and bodies with each other (an act of retaliation for what they have done previously). Back in the Triskelion, Spider-Man finds Mary Jane apparently talking to herself until she reveals to have been possessed by a unknown cosmic entity she found in a meteorite which crash landed near the base. Captain America finds a bird-like logo in Mary Jane's hand, which is the same he saw in his own lover's hand during the WWII period, revealing to the other heroes that Mary Jane is the next host of the Phoenix Force.

Ten minutes ago, Mary Jane was practicing Gym Exercises at the Triskelion Gym Center while having a phone conversation with Liz Allan until she heard a voice coming from the meteorite. Right after touching it, the stone sprung to life as it hatched like an egg and revealed to contain the fiery form of Light Phoenix, who ended up merging with Mary Jane. Back in the present, as they fly a S.H.I.E.L.D. Quinjet, Spider-Man and his teammates hear from Captain America and Wolverine more about the Phoenix Force, which is an ancient cosmic entity which is thorn between Light and Dark side and spent a long time bonding with mutant hosts until the day when Light Phoenix decided that she must bond with humans to prevent damage in the world and, during the period of World War II, bonded with her first human host: Andrea Carter, a british woman who fought in the war using a Sword and Arrows along with Fire. Cap was the only one who was aware of her bond with the entity, but for her sake, he kept that in secret from everyone. After she retired from the War, she went to an uninhabited island where she forged a paradise kingdom known as the Nest of Helios where she recently rules as queen (she was also given with the powers of the Greek Mythology namesake bird, including rising from her ashes after her death, becoming immortal). The team arrives in the island, where they leave Mary Jane under the mentorship of Wolverine's fellow member of the X-Men Jean Grey, the Phoenix's latest host, who separated the two sides of the Phoenix from each other after the Apocalypse was destroyed. As they leave, Spider-Man and his team (consisting of Agent Venom, Black Cat, Firestar, Jewel and Rhino), Captain America and Wolverine head to Monster Island, where HYDRA agents led by Baron Strucker and Madame Hydra plan to use metahumans as weapons of mass destruction and world conquest. There, they get help from Logan's teammates: the X-Men (consisting of Cyclops, Rogue, Storm and Beast) as they battle an army of symbiote mutated agents led by a Carnage mutated Baron Strucker.

In the Nest of Helios, under Jean's instructions, Mary Jane learns that she must socialize and relate with the Phoenix to control her powers. She does so by sympathizing with the entity and acting like a better sister than Dark Phoenix ever was. In the conclusion of her training, she learns that the Phoenix had also absorbed Vibranium and Adamantium to prevent Dark Phoenix from reabsorbing her and destroying her host like she did before bonding with Jean years ago. Mary Jane uses her Phoenix powers to create for herself a One Piece Leotard based on Jean's White Phoenix attire and wears a Red Mask with the face of a phoenix and a Green Diamond Gold Tiara. The Vibranium and Adamantium also enables her to summon a pair of Phoenix wings which can be used for both transportation and self-defense. She and Jean then go to Monster Island to aid the New Avengers. The heroes eventually defeat countless waves of HYDRA agents, including Carnage Strucker and rescue Sandman, Harry Osborn (who, in turn, joins the fight as American Son after Spider-Man uses his nanotech to craft the armor Harry was planning to build) and Dr Betty Ross, who had been turned into a red version of She-Hulk with her father's DNA by Dr. Zola and is later converted to the Phoenix Force by Mary Jane and Jean. Madame Hydra sends in the brainwashed Winter Soldier and Vulture to attack Spider-Man and Captain America, but both are defeated and converted to the Phoenix Force by Mary Jane, who also restores their memories and gets them to the heroes' side (they latter redub themselves as Summer Knight and Sun-Hawk). Rhino rushes him to Madame Hydra's tower and brings it down, knocking it into the nearby factory, destroying it, but not before Madame Hydra injects herself with a stolen Oscorp Serum which turns her into a monstrous snake-themed humanoid, dubbing herself the Viper Empress.

With the others occupied with Magneto's Brotherhood, Spider-Man, Agent Venom and Captain America battle Viper, who proves herself a very powerful adversary and subdues them. Rhino pins her down and attempts to squash her, but exposes himself to her venomous fangs. Before she can finish him off, a angered Agent Venom attacks and fights her. Rhino faces near death as the snake venom spreads in him until Mary Jane saves his life by fusing one of her wing's feathers in his wounds and heals him, although the progress also permanently reverts him back to his human form of Alex O'Hirn. Just after Viper gains the upper hand on Agent Venom and prepares to finish him off, Mary Jane, dubbing herself the Phoenix Princess, bursts in and, with Spider-Man on her side, defeats her and pins her into the sea, forcing the remaining HYDRA agents and Magneto's Brotherhood to retreat and Arnim Zola is contacted by Doctor Octopus, who urges him to come back with Strucker and Madame Hydra. Back in the Nest of Helios, Mary Jane is congratulated by Queen Andrea for her performance and dedication with the heroes, Red She-Hulk, Firestar, Summer Knight and Sun-Hawk officially join the Phoenix Warriors and Alex is taken back home by Redwing. As his teammates prepare to leave, Peter has a short but gentle conversation with Mary Jane, who assures him that she will be carrying on the lessons he and the other heroes learned. Peter also offers her a place in the New Avengers, to which she claims she will accept if their friends want her in and when she is ready. They share a passionate farewell kiss before Peter leaves with his teammates. As they head back home, Felicia cheerfully comments that know that Mary Jane is starting a superhero lifetime like Peter did, they will be living a romance movie, to which Peter replies that it will have a sequel and Captain America comments with a smile that it will be a good one because "like an old man said: 'every chapter is better than the one before'".

"The Phoenix Princess will return in "Avengers Assemble"."

Previous Episodes

 * Spider-Man's victory over Loki and Mesmero (which resulted in both having swapped bodies with each other) was also an act of retaliation for the mind incidents they put Spider-Man on. Mesmero having swapped Spider-Man's mind with Wolverine and Hulk in "Freaky" and "The Incredible Spider-Hulk" and Loki having swapped bodies with Spider-Man to infiltrate the Avengers in "The Avenging Spider-Man, Part 1".
 * Betty Brant replaces J. Jonah Jameson after his arrest in "Swinging for a Friend, Part 2: New Avengers Assemble!".
 * During the moment Mary Jane converts Vulture and Red She-Hulk, flashbacks from the Season 3 episodes The Vulture and New Warriors and the Hulk and The Agents of S.M.A.S.H. episode Banner Day are played.
 * At the point Betty gains control over her Gamma Mutation, Mary Jane mentions she was there when Spider-Man and Hulk fought together for the first time, referencing their team up against Zzzax in the Season 1 episode Exclusive.

Next Episodes

 * Harry (in his American Son mantle), Mary Jane (now known as the Phoenix Princess) and Wanda Maximoff (under the identity of Scarlet Witch) reappear in the next episode joining the New Avengers.
 * The episode ends with a message saying: "The Phoenix Princess will return in "Avengers Assemble".", confirming the character's appearance in Avengers: New Heroes’ Time, starting with episode "Space Soldiers and Angels".

Voice Actors

 * Drake Bell as Spider-Man / Peter Parker
 * Ashley Johnson as Phoenix Princess / Mary Jane Watson
 * Matt Lanter as American Son / Harry Osborn, Agent Venom / Flash Thompson
 * Roger Craig Smith as Captain America / Steve Rogers
 * Jennifer Hale as Jean Grey, Light Phoenix
 * E.G. Daily as Black Cat / Felicia Hardy
 * Kath Soucie as Firestar / Angelica Jones
 * Kimberly Brooks as Jewel / Jessica Jones
 * Steve Blum as Wolverine, Green Goblin (credited)
 * Max Mittelman as Rhino
 * Daryl Sabara as Alex O'Hirn
 * Susan Eisenberg as Agent Maria Hill
 * Olivia d'Abo as Queen Andrea Carter
 * Jason Marsden as Summer Knight / Winter Soldier
 * Maria Canals-Barrera as Red She-Hulk / Dr. Betty Ross
 * Tom Kane as Professor X
 * Melissa Disney as Rogue
 * Troy Baker as Cyclops / Scott Summers
 * Yuri Lowenthal as Sun-Hawk / Vulture
 * Danielle Nicolet as Storm
 * Travis Willingham as Beast
 * Hynden Walch as Liz Allan
 * Grey DeLisle as Betty Brant
 * Dee Bradley Baker as Sandman, Carnage Symbiotes
 * Claudia Black as Viper Empress / Madame Hydra
 * Mark Hamill as Dr. Arnim Zola
 * Corey Burton as Carnage Strucker / Baron Wolfgang Von Strucker
 * Tom Kenny as Doctor Octopus
 * Robin Atkin Downes as Doctor List, Abomination (uncredited)