List of Ultimate Spider-Man and the New Avengers episodes

01) Swinging for a Friend, Part 1: A Falcon Among Us
 Plot : It all starts with Mary Jane Watson learning that Spider-Man is her childhood friend Peter Parker after seeing him visiting Uncle Ben's grave in a graveyard next to Queens. The next day, Spider-Man resumes to fight crime alongside a magically enhanced peregrine falcon named Redwing, who gently gets along with him, while Mary Jane befriends a new student in Midtown High named Wanda Maximoff, who is looking for a new home in New York after losing her former one in Sokovia, and offers her a place in her own home, unaware of Wanda's own metahuman nature and plot against J. Jonah Jameson. At the same time, Spider-Man’s fellow trainees and the Avengers Captain America and Iron Man prepare to face a new threat hidden within New York City, one of which Mary Jane suspects that Jameson is responsible for.

 Note : In a brief  moment, while in Wanda's mind controlling spell, Mary Jane has disturbing visions of the past and a possible future of what would occur if Jameson remained as reporter, which  involves  heroes led by Captain America and Iron Man fighting each other until Cap's allies,  including  Spider-Man,  perish  one by one. This Nightmarish hallucination is a short, but very dramatic inspiration on the  Civil War  storyline.

02) Swinging for a Friend, Part 2: New Avengers Assemble!
 Plot : After defeating a trio of mercenaries working for J. Jonah Jameson in the Central Park, Peter begins to have a heart to heart with Mary Jane over his duties as Spider-Man and her safety to help her overcome the terrifying visions she had. Later, Jameson is exposed as the true  criminal  of the city when he  inexplicably  begins to  wreak  havoc in the streets with his secret project: the Spider Slayers, a pack of robots and arsenal of weapons created by Doctor Octopus as hired by Jameson to capture and destroy the wall-crawler ( although  it turns out that he is being mind controlled by Wanda Maximoff, who seeks revenge on Jameson after one of his Slayers  committed  human casualties in Sokovia, resulting in the loss of her twin brother Pietro). Now Spider-Man, allied with his superhero allies (consisting of his first partners in justice and adventures Black Cat and Firestar along with their new friend Jessica Jones a.k.a. Jewel, his fellow Avengers and mentors Captain America and Iron Man and his fellow S.H.I.E.L.D. Trainees White Tiger, Nova, Iron Fist, Power Man, Agent Venom and Iron Spider), works to save the city and prevent further destruction while Mary Jane and Redwing tr y  to reason with Wanda over her search for revenge on Jameson.

 Aftermath : By the end of the battle, J. Jonah Jameson is forced away from his role of New York reporter and arrested for his  involvement  with the Slayers and replaced by Betty Brant, one of Spider-Man's greatest fans who sees him as a natural hero, and the S.H.I.E.L.D. Trainees ( joined  by Black Cat, Firestar and Jewel) redub themselves as the New Avengers while the redeemed Wanda is taken by Redwing to the mystic island he came from so that she can find piece in there.

03) The Phoenix Awakens
 Plot : While Spider-Man sides with Captain America, Agent Venom, Black Cat, Firestar, Jewel, Rhino and the X-Men (consisting of Wolverine, Cyclops, Rogue and Storm) to save humans and mutants,  including  Dr. Betty Ross, who was transformed into Red She-Hulk by Arnim Zola, Harry Osborn, and Sandman, who decided to act as a hero like Spider-Man and is refusing to join the Sinister Six, from Magneto's Brotherhood and the forces of HYDRA led by Madame Hydra/Viper and redeem the still brainwashed Winter Soldier and Vulture in a HYDRA base located on Monster Island, Mary Jane Watson, after becoming the new human host of the Light Phoenix Force, ventures in the Nest of Helios ( an  island and kingdom ruled by Andrea Carter, the first human host of Light Phoenix and a World War II veteran allied with Captain America) where she finds a mentor in the entity's former host, Jean Grey, to learn more about her nature.

 *Note: By the end of the episode, a small message before the credits appears saying: "The Phoenix Princess will return in  Avengers Assemble .", confirming her supporting appearance in Avengers: New Heroes’ Time.

 Aftermath :

 *Mary Jane (dressed with a white and gold one piece leotard armor and a red phoenix faced mask with a green  diamond  gold  tiara  and armed with a pair of Adamantium and Vibranium wings) becomes a new superheroine and dubs herself the Phoenix Princess.

 *Madame Hydra, as a result of her failed attempt to create the perfect army of Oscorp Animal Soldiers, ends up  infecting  herself with a stolen Oscorp super-serum similar to Dr Connors' Lizard formula and transforms herself into a monstrous snake-themed humanoid and redubs herself Viper Empress.

 *Vulture gets his free will back when he regains his memories and remembers his real identity Adrian Toomes and, after being changed into a hawk-themed metahuman, redubs himself as Sun Hawk.

 *Winter Soldier regains his memories and morals and, after his bionic arm is replaced with a molten lava and red  diamond  arm, redubs himself as Summer Knight.

04) The Phoenix's Quest
Plot : Impressed by Mary Jane's heroic duties and achievements as the Phoenix Princess, Spider-Man's teammates decide that she might fit pretty well as one of the New Avengers and want her to join their team. As they go to invite her to join them, they also come to help her on a mission Queen Andrea sent her and the other Phoenix Warriors for: to find a child girl named Rosy  Barsi,  who has a close connection with the Light Phoenix's last human host before her past reunion with Dark Phoenix and their merging with Jean Grey. This quest leads them to a epic battle with with rogue members of  Shi'ar  Empire Deathbird and Warstar and rogue members of the Kree Empire Ronan the Accuser, Nebula and Korath the  Pursuer, who want to capture the child dead or alive. Now the New Avengers, allied with the Phoenix Warriors (consisting of Red She-Hulk, Sun Hawk, Wanda Maximoff (now known as Scarlet Witch), Redwing and Summer Knight) and Harry Osborn (who now fights crime as American Son), work to protect the girl and extinguish the Dark Power Gem which infected her.

05) Six to Six
 The New Avengers ( consisting  of Spider-Man, White Tiger, Nova, Iron Fist and Power Man and now  joined  by the Phoenix Princess) join forces with the Big Hero 6 (consisting of Hiro Hamada, Go Go Tomago, Honey Lemon, Fred, Wasabi and Baymax) to battle Ultron (now armed with Doctor Octopus' bionic tentacles and Professor Callaghan's microbots) and stop him from  extinguishing  humanity. During their mission, the two teams discover that Arsenal, the A.I. robot who was designed to be Tony Stark's robotic friend by his father, has managed to survive his apparent demise much like Ultron did, and is also willing to help the young heroes on defeating the villain.

 *Note: By the end of the episode, a small message before the credits appears saying: "The Big Hero 6 will return in  Avengers Assemble .", confirming their supporting appearance in Avengers: New Heroes' Time.

06) Shadows of HYDRA
 Plot : During a brief battle with HYDRA Agents working for Doctor Octopus, Spider-Man  discovers  that he has a clone called Scarlet Spider, who was originally designed by Doctor Octopus as the perfect weapon just like Venom and the Spider Soldiers until h e was turned  against his creators by a doub le agent working for S.H.I.E.L.D. (who became one of the victims of the Sokovian Spider-Slayer attack) who programmed his  free will to be based on Spider-Man's moral code and personality. While Peter teaches his clone the natural ways of being a hero and keeps him safe from HYDRA agents led by Kraven the Hunter attempting to take him in, Phoenix Princess works with Red She-Hulk to redeem She-Vulture, a female clone of Adrian To o mes created in his days as Vulture by Zola, and keep her safe from Viper Empress' clutches. The  team also works to stop HYDRA from brainwashing teenagers who were mutated with Oscorp Formulas which turned them into Human/Animal hybrids.

 Aftermath : Scarlet Spider joins the New Avengers and adopts the  civilian  identity of Ben Reilly and She-Vulture is reformed as a eagle-themed metahuman and redubbed Sun-Eagle and adopts the  civilian  identity of Audrey To o mes (becoming Adrian's adopted sister and  joining  the Phoenix Warriors).

07) Flight of the Iron Phoenix
Plot : During a visit at the Stark Museum, Peter and Mary Jane are  happily  reunited with their childhood friend Gwen Stacy, who had gotten a job in Stark Industries as Pepper Potts' assistant and prodigy, while Amadeus Cho presents his ideas and suggestions to Tony Stark. Just as everything seems to make a calm and flawless day, trouble still comes when A.I.M. agents led by Aldrich Killian and M.O.D.O.C. have a destructive shootout with the forces of HYDRA under leadership of  Arnim  Zola and Doctor Octopus. Now Spider-Man, Phoenix Princess, American Son and Iron Spider work alongside Iron Man, Rescue, War Machine  and Gwen (armed with a Phoenix-based Stark armor  styling  herself as Iron Phoenix) to repel their invasion and crossfire. They later discover that Iron Man's archenemy, the Mandarin, who is working in a secret Arc Reactor Project of his own and trying to put A.I.M. and H YDRA against each other to destroy Stark Industries, is behind the issuing chaos and must stop him as well.

08) The Kid Arachnid is Alright
Plot : Miles Morales is bitten by the same spider which gave Peter Parker his powers and, one day later, is trying to control his habits and powers. He finds mentorship from Peter, who trains him to be Kid Arachnid as well as they take on Silver Sable and her Wild Pack, who w ere  hired by Norman Osborn to exterminate all metahumans with powers originated from Oscorp,  including  Spider-Man and Morales, and Hydro-Man, who has escaped prison and is seeking to flood the home streets of the  criminals  who cheated on him. The  New Avengers end up getting more help from J. Jonah Jameson’s son John, who had fully managed to control his Man-Wolf persona with help from the Phoenix Princess and is now serving S.H.I.E.L.D. to redeem himself from his father’s crimes and overcome the loss of his wife (who was also another victim of the Sokovian Spider-Slayer rampage).

09) Circus of Illusions
 Plot : The students of Midtown High have been invited for a day of wonders at the circus. Most of the students enjoy themselves while Peter and his friends, who are only there because Harry Osborn's sweetheart Liz Allan is celebrating her birthday by going to the circus, are significantly bored, until it all turns into a day of horrors when the psychopathic  sorcerer  and Master of Illusions Mysterio (enhanced by a Dark Power Gem which gives him Dormammu's powers) turns the entire circus into a hall of illusions and zombifies most of the students. Now, Spider-Man and his team must work alongside Doctor Strange to defeat him.

<p style="font-size:12pt;margin-top:0px;margin-bottom:0px;font-family:Calibri;line-height:1;text-align:justify;"> * Notes :

<p style="font-size:12pt;margin-top:0px;margin-bottom:0px;font-family:Calibri;line-height:1;text-align:justify;"> -The title of the episode is a  reference  of the Disney video game  Castle of Illusions  featuring Mickey Mouse.

<p style="font-size:12pt;margin-top:0px;margin-bottom:0px;font-family:Calibri;line-height:1;text-align:justify;"> -During their adventure, the New Avengers cross through several  dimensions  similar to the ones Spider-Man saw in the Season 1 episode " Flight of the Iron Spider ". This results in their animation changing to several other toons,  including  the  Super Hero Squad Show, the  LEGO  series, the  Disney Infinity  video game and even the 90's TV Shows.

10) Carnage Vengeance
Plot : After a genetically evolved duplicate   of Baron Strucker's Carnage symbiote explodes, its fragments spread across Roxxon infecting several S.H.I.E.L.D. and HYDRA agents as well as Doctor Octopus' Sinister Six. While Spider-Man and his new Web Warriors (consisting of himself, Kid Arachnid, Scarlet Spider, Iron Spider and Agent Venom) work with Iron Man, Haw keye  and American Son to defeat the Six, Phoenix Princess and her Phoenix Five (consisting of herself, Firestar, Sun-Eagle, Iron Phoenix and Scarlet Witch) side with Black Widow, Rescue and Red She-Hulk to battle the   Viper Empress and  save Anna Maria Marconi (a scientist and former colleague of Octavius’ and Mary Jane’s most appreciated teacher) who was transformed into the Carnage Queen during the symbiote ’s outbreak.

11) Superior Loki
<p style="font-size:12pt;margin-top:0px;margin-bottom:0px;font-family:Calibri;line-height:1;text-align:justify;"> Plot : Following a History class lesson about ancient Asgard with Dr. Jane Foster, Spider-Man, Phoenix Princess and American Son discover that Doctor Octopus had captured and swapped  bodies with Loki with the aid of Dark Elf Malekith the Accursed and is plotting to summon the Venom-mutated Dark Elves to take over Manhattan. The young trio must team up with Thor and Dr. Foster (on her mantle of the Midgard Enchantress) to stop the villains' plans and revert the damage caused by Octopus on Loki.

<p style="font-size:12pt;margin-top:0px;margin-bottom:0px;font-family:Calibri;line-height:1;text-align:justify;"> Note : The episode's title is a  reference  to the "Superior Spider-Man" comic book saga in which Doctor Octopus had switched minds with Spider-Man, eventually taking over Peter Parker's life.

12) Captain Peter Parker at Your Service
<p style="font-size:12pt;margin-top:0px;margin-bottom:0px;font-family:Calibri;line-height:1;text-align:justify;"> Plot : When Steve Rogers is reported missing in action, Peter assumes the mantle of Captain America and, allied with Summer Knight, American Son ,  Jewel, Iron Fist and Power  Man, goes on a journey to find him and foil a deadly plot from Red Skull, who is  planning to create a new army of Winter Soldiers and convert the world to the image of HYDRA. Peter and his team end up encountering several heroes who also help them in their mission,  including  the members of the Winter Guard (consisting of Red Guardian, Darkstar, Crimson Dynamo, Ursa Major, and Radioactive Man), who are willing to stop Skull's plans which threaten Russia, and several heroes from other dimen s ions,  including  the Spider-Woman version of Gwen Stacy and  the Jane Foster version of Thor, when they discover that Skull is also using the Siege Perilous for his plan to create new Winter Soldiers.

<p style="font-size:12pt;margin-top:0px;margin-bottom:0px;font-family:Calibri;line-height:1;text-align:justify;"> Note : In the beginning of the episode, it is revealed by Dr Connors that the radioactive spider  responsible  for Peter's arachnid powers was created by Oscorp with a sample of the Super Soldier Formula responsable for Captain America's  strength.

<p style="font-size:12pt;margin-top:0px;margin-bottom:0px;font-family:Calibri;line-height:1;text-align:justify;"> Aftermath : Following the failure of his plan, Red Skull,  imprisoned  in the Negative Zone with the Ultimate Universe's Green Goblin,  successfully  swaps bodies with him using Loki's scepter. The progress causes Green Goblin's skin to turn dark red, Schmidt eventually redubs himself the Red Goblin. The real Green Goblin basically dies in Red Skull's ill body.

13) Phoenix Lake
<p style="font-size:12pt;margin-top:0px;margin-bottom:0px;font-family:Calibri;line-height:1;text-align:justify;"> Plot : Following a fight with former Daily Bugle photographer Eddie Brock, who was bonded with the Anti-Venom symbiote (which Doctor Octopus created to destroy and replace the original Venom symbiote), Peter and Mary Jane  enjoy a night with their friends i n Midtown High's Prom Party. Everything seems well for the young couple and the rest of their classmates, except for Ashley Kafka, whose Prom date companion (turns out to be Brock) is absent and late. However, when one of the students mentions to have seen Brock fighting Spider-Man and Phoenix Princess as Anti-Venom and being apprehended by Commissioner Stacy's men, leaving Ashley deeply  disillusioned  and even more enraged, things get worse when her rage  inadvertently  reawakens Dark Phoenix and breaks her out of the Infinity Vortex. Mary Jane as the Phoenix Princess must now work to keep her friends away from harm as she battles the evil entity and her new host.

<p style="font-size:12pt;margin-top:0px;margin-bottom:0px;font-family:Calibri;line-height:1;text-align:justify;"> Note : The title of the episode is a  reference  to Tchaikovsky's theatrical masterpiece  Swan Lake.

14) The Living Shadow of the Night
Plot : Set before the main events of the series, Black Cat's origin stor y  is revealed.

15) Nightmares in Red
Plot : Despite proving to have mastered the powers of the Phoenix Force, Mary Jane must still complete the last phase of her training: the Trial of Heart, on which she must overcome the fear and hatred of becoming her inner demons (hallucinations of herself as DemoGoblin, Carnage Queen and Red Viper), the monsters which would turn her against everything and everyone she loves. Meanwhile, Ashley Kafka, still bonded with the Dark Phoenix and guilty over the previous incident, has casted herself in exile at the Negative Zone and is trying to keep herself and the evil entity inside her from returning to her dimension so that she cannot harm anyone, which will prove to be even more difficult when she is forced to fight the other inhabitants of the Negative Zone and the Red Goblin, who, intolerant with the cowardice of the other HYDRA agents, arrives there to battle and destroy Dark Phoenix by himself.

16) The Big Hero 7
Plot : While they enjoy themselves with their friends in the Stark Summer Resort, Peter Parker and Hiro Hamada recall the day they met for the first time, which was also the first day they worked together against crime. The episode is set in a flashback about the day Spider-Man met the Big Hero 6 for the first time and when they teamed up to defeat Doctor Octopus and Yokai and stop them from bringing down the companies they believed to be corrupt, including Krei Tech, Stark Industries and, most personally for Octavius, Oscorp.

Note :

* At the beginning of the episode, Peter mentions they met each other after the day Jameson was arrested and before the day Mary Jane bonded with Light Phoenix, indicating the episode is set between the events of the two-parter Swinging for a Friend and The Phoenix Awakens.

* The title references to Peter's friendship with Hiro's team as he is considered to be a honorary and seventh member of the Six.

17) Animal Insticts
Plot : Kraven and Arkon have manipulated Savage Land and turned it into a Wild Beast Tournament battlefield (on which animal-themed superheroes and supervillains must fight each other to determine who is the Ultimate Alpha Predator) after capturing Grandmaster and taking over his Cosmic Staff. Spider-Man, Phoenix Princess, Wolverine, Black Panther, Falcon, Tigra, Redwing, White Tiger, Hawkeye, Black Cat, Sun-Eagle, Squirrel Girl, Ka-Zar, Zabu, Sun-Hawk, Skaar, and Devil Dinosaur team up to free Grandmaster and bring the two vile hunters to justice.

18) Monsters vs. Machines
Plot : After a grudge between two rival student groups in Midtown High over which type of science (either advanced formulas like Oscorp's serums, or technologic projects like Stark Mechs) can help mankind better, Dr Sterns (a.k.a. the Leader) manipulates a pack of Venom-mutated HYDRA agents and Latverian forces led by Lucia Von Bardas into fighting each other in Manhattan, threatening to wreak hideous havoc. The New Avengers side with the Agents of S.M.A.S.H. (Hulk, She-Hulk, A-Bomb, Red-Hulk and Skaar) and Red She-Hulk  to stop the Leader's plot. Things get even more serious when Liz Allan is captured along with other citizens to be infected by a cybernetic virus created by Sterns using a combination of Ultron's components and a sample of the symbiotes and the young heroes must save her as well, and Hulk assures them that they have another ally awaiting to catch the Leader by surprise.

Aftermath : After the Ultron symbiote is converted to her will by Vision (who is revealed to have impersonated one of the Leader's henchmen), Liz Allan joins the New Avengers as Cyberstar.

19) Symbiotes of Doom
Plot : As they prepare for their families' first Thanksgiving Day, Spider-Man, Phoenix Princess, White Tiger and Nova, allied with Captain America, team up with the Inhumans Miss Marvel and Inferno and the Fantastic Four when Doctor Doom manages to duplicate a small sample of the Venom symbiote to create the perfect army of Super Soldiers, which ends up threatening both America and Latveria when the parasite gains free will, dubbing itself the Venom King, and possesses Doom himself and plans to control the Super Soldiers to destroy all humans. As they work to prevent disaster, the heroes also end up exploring the real origins of Venom.

* Note : It is revealed that the first Venom symbiote Spider-Man fought in his first year in S.H.I.E.L.D. was actually cloned, not created, by Doctor Octopus with Spider-Man's blood sample, and the original symbiote was actually created by rogue scientists of the Kree Empire to be the ultimate weapon.

20) Big Bang Buddies
Plot : Squirrel Girl befriends Mekkan gladiator Torgo, who is looking to explore more about Earth and understand better meanings of friendship. At the time, Spider-Man’s team, allied with the Guardians of the Galaxy, Captain Marvel, Hulkling, Wiccan and S.H.I.E.L.D. agent Richard Rider (the first human Nova), work to defeat Titus and Deathbird, who have hijacked a HYDRA Space Destroyer, taking over Doctor Octopus’ experiments and creations (including the Delta-9 Synthezoids, synthetic clones of Spider-Man designed to hunt down and destroy the Wall Crawler) and are leading the Chitauri to another attack on Earth and Xandar, the home planet of the Nova Corps.

* Note : It was once said that all Nova Corps had been destroyed by rogue member Titus and Sam was the only survivor. This fact is proven false by Richard Rider, who reveals that some of them, including Nova Prime, had survived and begun to reform the Corps.

21) Green v. Red: Madness Returns
Plot : Allied with Captain America, Iron Man, Black Widow and Iron Patriot, Spider-Man, Phoenix Princess and American Son lead the New Avengers into an assault at HYDRA to rescue innocent citizens who Doctor Octopus plans to use as subjects to his army of Goblin-themed HYDRA Soldiers. Things get worse when Red Goblin reveals himself and retakes control over HYDRA, causing Norman to be slowly transformed once again into the Green Goblin.

Aftermath : As a consequence of returning to be the Goblin again, Norman regains his memories about Spider-Man's true identity. However, even after he returns back to normal, he does not lose his memories.

Note : By the end of the episode, a small message says: “It all continues in Avengers Assemble.”, marking continuity to the Avengers: New Heroes' Time episode War of the Patriots.

22) Soul Burn
Plot : Following the other five gems' previous destruction, Spider-Man and Phoenix Princess work with Ghost Rider and Black Rose to destroy the sixth and last Dark Power Gem, which had corrupted Dr. Connors while he was studying it (also turns out he is being possessed by Nightmare), and protect him from Loki and Obadiah Stane (both wanting to use the gem for their own ruthless purposes) as well as Iron Patriot, who is seeking revenge on the young couple for "poisoning his son against him". Things get beyond their control when Connors (under the gems' influence) forces Loki, Stane and Osborn to fight nightmarish hallucinations of Frigga, Howard Stark and Doctor Octopus as a punishment for their own mistakes. So far, the only help the young couple can get comes from Agent Venom, Black Cat, Iron Phoenix, American Son and the Avengers, who work to prevent the Gem's shadow monsters from reaching innocent citizens in a nearby city.

23) The Spider-Phoenix
Plot : While Spider-Man and Ant-Man square off with Doctor Octopus and Yellowjacket in Manhattan, Mary Jane tells Scott's young daughter Cassie Lang a bed night tale about an alternate future when Peter and MJ, having reached adulthood, get married and have a daughter named Anna Parker Watson, who grows up developing incredible powers from her parents (who are now Captain America and Black Widow) and uses them to fight against crime and villains of New York as the Spider-Phoenix, assuming their legacy as heroes. The story also sees her battling against Madame Octopus (Whitney Frost equipped with Doctor Octopus' bionic tentacles) and DemoGoblin (Anna’s rival classmate and Frost’s daughter infected with a mix of the Goblin formula with a sample of the Hulk's DNA).

24) The Spider-Man Trilogy Showcase
Plot : Spider-Ham presents the audience a trilogy of short untold adventures of Spider-Man:

* "Fanboy Contest": Spider-Man and She-Hulk compete against Deadpool and Impossible Man in a Racing Grand Prix hosted by Grandmaster.

* "My First Partners": Set six months before the events of the series' first episode, Spider-Man teams up with Black Cat and Firestar to take down Mysterio and free the zombified citizens from his control. Mysterio's disappearance and encounter with Dormammu is also explained.

* "Watchers of Champions": Spider-Man’s relationship with Phoenix Princess draws the attention of the Collector, who is watching and observing the events of Earth alongside Uatu the Watcher.

25) Ultimate Alliance, Part 1: One More Day
Plot: Peter and his friends are getting one month closer to Graduation Day and are planning for the best way to celebrate their final year. But their plans are terribly threatened by Red Goblin, now empowered by a reformed Tesseract, who plans to destroy the U.S.A. with a army Venom-powered Chitauri and a brainwashed Titus, as well as the aid of Viper Empress, Arnim Zola and the Wolf Spider (a villainous version of Spider-Man). The New Avengers end up in need of the Sinister Six's aid to prevent their country's end.

26) Ultimate Alliance, Part 2: The Final Showdown
Plot : The battle for America continues as Spider-Man stands alone against the Red Goblin in the Negative Zone while the rest of the New Avengers and the Sinister Six continue working together to defeat the Symbiote Chitauri. So far, the only back-up Peter has left against his empowered foe remains to be Mary Jane, Captain America, Queen Andrea and a redeemed Doctor Octopus while his teammates are joined in battle by the original Avengers (Iron Man, Hulk, Thor, Black Widow, Daredevil, Hawkeye, Falcon, Tigra, Redwing, Black Panther, Captain Marvel, Ant-Man, Wasp, She-Hulk and Vision), the Phoenix Warriors, the Agents of S.M.A.S.H., the X-Men, the Big Hero 6, the Fantastic Four, the Guardians of the Galaxy, the Inhumans, Doctor Strange, Hulkling, Wiccan, Sandman, Devil Dinosaur and, most unexpectedly, the Collector, Dark Phoenix and Anti-Venom, to end the Red Goblin's threat once and for all.