Project Ultimate

Project Ultimate is the 10th episode of the Season 1 in Avengers Unleashed.

Featured Characters

 * Avengers
 * Captain America / Steve Rogers
 * Iron Man / Tony Stark
 * F.R.I.D.A.Y.
 * Spider-Man / Peter Parker (flashback and main story)
 * Thor
 * Hulk / Bruce Banner
 * Black Widow / Natasha Romanoff
 * Hawkeye / Clint Barton
 * Captain Marvel / Carol Danvers
 * Black Panther / T'Challa
 * Phoenix Princess / Mary Jane Watson
 * Black Cat / Felicia Hardy
 * White Swan / Gwen Stacy
 * Wasp / Janet Van Dyne
 * Falcon / Sam Wilson
 * Redwing
 * Ant-Man / Scott Lang
 * Kid Arachnid / Miles Morales (first appearance) (joins Avengers Academy)

Supporting Characters

 * Hank Pym
 * Avengers Academy
 * Adam Warlock (cameo)
 * American Son / Max Olson (cameo)
 * Iron Spider / Harley Keener (cameo)
 * Ms. Marvel / Kamala Khan
 * Mantis (cameo)
 * Midgard Valkyrie / Tarene Olson (cameo)
 * Nova / Sam Alexander
 * Reptil / Humberto Lopez (cameo)
 * Steel Spider / Ollie Osnick (cameo)
 * S.H.I.E.L.D.
 * Director Nick Fury
 * Maria Hill
 * Commissioner George Stacy
 * F.E.A.S.T.
 * Aunt May
 * Cindy Moon (flashback and main story)
 * Anya Corazon (first appearance) (flashback and main story)
 * Curt Connors (first appearance) (flashback and main story; as Lizard in flashback only)

Villains

 * Ultron
 * Ultimates (single appearance)
 * Golden Dynamo (Destroyed)
 * Kluh (Destroyed)
 * Captain Hydra (Destroyed)
 * Crimson Widow (Destroyed)
 * Ragnarok (Destroyed)
 * Bullseye (Destroyed)
 * Iron Vulture (Destroyed)
 * Spencer Smythe (first appearance)
 * Hydra
 * Red Skull
 * Arnim Zola
 * Humanoid Animals
 * Lizards
 * Rhinos
 * Vultures

Other Characters

 * Joseph Davis (flashback only)
 * Rio Morales (mentioned only)
 * Mr. Corazon (single appearance; flashback only; deceased)
 * Mrs. Corazon (single appearance; flashback only; deceased)

Premise
After taking over experiments and products from Oscorp, Red Skull and Arnim Zola kidnap Dr. Curt Connors and force him into helping with the creation of their own version of the Avengers for Hydra. Things go wrong when Ultron takes over their project to begin the creation of the Ultimates, leading the Avengers to jump to action and stop him at any costs. Meanwhile, Peter discovers that Miles Morales, a young boy from his neighborhood, has been bitten by a second (and more advanced) lab spider which was created by Spencer Smythe and given his own spider powers and trains him to become a new hero.

Plot
Miles Morales and Anya Corazon are attending to a class science lesson with Dr. Curt Connors until they all watch as the Avengers are battling a pack of Humanoid animal monsters unleashed on streets by a unknown fugitive scientist working for Hydra. Just as they run to watch the event closer, Miles and Anya bump with Spencer Smythe, accidentally causing him to drop his tools. Just as Miles and Anya help pick up his tools, Smythe leaves without warning as Miles and Anya are bitten by a spider which suddenly comes from one of Smythe's containers (which Smythe salvaged from Oscorp Science Researches years ago). As Miles leaves back to school after the Avengers defeat the monsters and hand them over to S.H.I.E.L.D., Smythe is shown contacting his mysterious benefactor, who happens to have personal grudges with both the Avengers and Hydra.

Sometime later, Peter Parker is having an conversation with his old college Cindy Moon about the past events they witnessed, including the Oscorp incident which once turned Doctor Connors into the Lizard and resulted in the deaths of Anya's parents. Cindy, who is currently taking care of Anya as her own adoptive sister, expresses her support for Peter by claiming that the incident was not his fault and only Norman Osborn is to blame. As Cindy leaves with Anya, Peter witnesses Miles sticking on the buildings and finds out he developed spider powers, prompting Peter to reveal to Miles that he is Spider-Man and offer to train him as a new hero. Meanwhile, the Avengers are alerted by Maria Hill of the Red Skull's next scheme: he and Arnim Zola had kidnapped Dr. Curt Connors and are forcing him into helping creating their own version of the Avengers for Hydra with genetically modified synthezoids. As the Avengers spring to action, Smythe, also overhearing of Red Skull's plans, informs his benefactor about it.

Having been provided by Peter with a Spider-Man suit of his own and two Web-shooters, Miles begins to practice his spider abilities under Peter's tutelage. During of which, Miles discovers that he also manifested some of his own abilities (which Peter does not have): including camouflage and a ability called "Venom Strike", a type of directed energy which can be conducted through Miles' hands and gloves and paralyze almost anyone (and also neutralize technologic devices) with just one touch. Peter continues training Miles as Cindy watches with a smile before Ms. Marvel and Nova arrive to join the training. Meanwhile, the Avengers break through the Hydra facility and confront Skull and Zola before they can activate the incomplete synthezoids. Right in the middle of the battle, the base is broken through by Ultron, who comes to collect Connor's tech for his new protect and takes over the synthezoids, converting them as the Ultimates. As the Avengers battle the robots, Ultron discovers that the Ultimatum, the metal he was looking for, is not in Hydra's possession as his agent said he was and flies towards New York to confront him. Meanwhile, Miles continues training with Ms. Marvel and Nova under the supervisions of Spider-Man and Phoenix Princess until they sense danger incoming. Just then, they find Ultron breaking through Midtown High and confronting Smythe, who was working with Ultron for his personal purposes.

As Smythe explains to Ultron he needed some time to take care of personal business before he could fulfill his part of their deal, Ultron however presumes that Smythe deceived him to obtain the Ultimatum for himself and attempts to attack him. Spider-Man comes by and intervenes. As Spider-Man battles Ultron, Smythe tries to escape, but Cindy (having heard his negotiations with Ultron) stops him before exposing his involvement with Ultron's schemes to the incoming police. Ultron calls the Ultimates to attack Spider-Man, but the Avengers also arrive and destroy the robots. As the Avengers hold Ultron off, Miles webs down the remnants of the Ultimates and, combining his webs with his Venom Strike, shoots a web at Ultron himself, causing the Ultimates to fuse with and overload Ultron's body, causing it to explode, though Ultron's consciousness escapes via one of Smythe's small drones. After winning the Avengers' approval, Miles (dubbing himself Kid Arachnid) is given a place in the Avengers Academy program as he continues training with his colleagues as Peter, remarking what Smythe deduced earlier (about the 'existence of five Spider-People' ), wonders who else was bitten by the spiders which bit him and Miles. Meanwhile, Anya approaches Cindy to reveal that she has gained spider-like powers, to which Cindy reveals that the same happened to her.

Voice Cast

 * Scott Porter as Spider-Man / Peter Parker
 * Ashley Johnson as Phoenix Princess / Mary Jane Watson
 * Nadji Jeter as Kid Arachnid / Miles Morales
 * Roger Craig Smith as Captain America / Steve Rogers
 * Mick Wingert as Iron Man / Tony Stark
 * Laura Bailey as Black Widow / Natasha Romanoff
 * Jennifer Hale as Captain Marvel / Carol Danvers, F.R.I.D.A.Y.
 * Travis Willingham as Thor
 * Fred Tatasciore as Hulk
 * Nolan North as Bruce Banner
 * Troy Baker as Hawkeye / Clint Barton
 * Colleen Villard as Wasp / Janet Van Dyne
 * James C. Mathis III as Black Panther / T'Challa, Joseph Davis
 * Mae Whitman as White Swan / Gwen Stacy
 * Ashly Burch as Black Cat / Felicia Hardy
 * Bumper Robinson as Falcon / Sam Wilson
 * Crispin Freeman as Ant-Man / Scott Lang
 * Kathreen Khavari as Ms. Marvel / Kamala Khan
 * Scott Menville as Nova / Sam Alexander
 * Alyssa Milano as Cindy Moon
 * Kari Wahlgren as Anya Corazon
 * Wally Wingert as Hank Pym
 * Keith David as Nick Fury
 * Alan Tudyk as Commissioner George Stacy
 * Misty Lee as Aunt May
 * Benjamin Diskin as Doctor Curt Connors, Spencer Smythe
 * Jim Meskimen as Ultron
 * Liam O'Brien as Red Skull
 * Armin Shimerman as Dr. Arnim Zola

Quotes

 * (Cindy is in her home doing her work until she hears a few noises from Anya's bedroom)
 * Cindy Moon: Anya? (she inspects Anya's door) Anya, are you there? What's going on? (she enters Anya's room and finds her wearing a Captain Marvel costume and sticking in a wall) Whoa. (Anya is startled with Cindy's presence and acts speechless) Aren't you gonna tell me how you got stuck in this wall?
 * Anya Corazon: If I ever told you... you wouldn't believe me.
 * Cindy Moon: (with a gentle smile, she surprises Anya by leaping into and sticking in the ceiling) Try me.
 * (they share a smile with each other as episode ends)