Avengers Unleashed

Avengers Unleashed is an American animated TV Series based on the comic book Marvel superhero team of the same name. The show shares the same animation of The Avengers: Earth's Mightiest Heroes, but it is a reboot as well.

Summary
See also: List of episodes in Avengers Unleashed

The show follows the Avengers (consisting of Captain America, Iron Man, Thor, Captain Marvel, Black Widow, Wasp, Black Panther, Hawkeye and Hulk and joined by Spider-Man and his friends) protecting the Earth against random threat such as the supervillains including Spider-Man’s foes - consisting of the Sinister Six (Doctor Octopus, Electro, Kraven the Hunter, Vulture, Scorpion and Rhino), Green Goblin and Venom - the forces of Hydra led by Captain America’s notorious nemesis the Red Skull and more. The Mad Titan Thanos, who longs to inflict his will in the universe but sees the Avengers as a threat to his future, is also one of the powerful villains the Avengers must stand against.

Avengers
A group composed of Earth's Mightiest Heroes, who dedicate their lives protecting their world from any threat which comes by.
 * Captain America / Steve Rogers (voiced by Roger Craig Smith), the leader of the Avengers and a World War II veteran, who was enhanced to the peak of human physicality by an experimental serum and frozen in suspended animation before waking up in the modern world.
 * Appearance: The same as in Avengers: EMH!, but wearing a costume based on the one worn by Chris Evans’ character in Avengers: Age of Ultron.
 * Iron Man / Tony Stark (voiced by Mick Wingert), the second-in command and benefactor of the Avengers, who is a self-described genius, billionaire, playboy, and philanthropist with electromechanical suits of armor of his own invention.
 * Appearance: The same as in Avengers: EMH!. His most used armor is detailed after the one worn in Avengers: Infinity War.
 * Spider-Man / Peter Parker (voiced by Scott Porter), a 20-year-old brilliant physics graduate at Columbia University and a prodigy in Pym Industries who developed spider-like abilities from a genetically-modified spider and uses them to take up the persona of a spider-based vigilante protecting New York City from its criminal underworld. He joins the Avengers after, with help from his friends and the Phoenix Corps, bringing them back from the Future world to the Present Day and helping them defeat Kang the Conqueror and the Thunderbolts.
 * Appearance: The same as in Avengers: EMH!. His first costume has the same details as in the comics while his Phoenix Corps mark is detailed after the one worn by Tom Holland’s character in Captain America: Civil War and Spider-Man: Homecoming.
 * Thor (voiced by Travis Willingham), an Avenger and the crown prince of Asgard, based on the Norse mythological deity of the same name.
 * Appearance: The same as in Avengers: EMH!. His armor is based on the one worn by Chris Hemsworth’s character in the 2012 Avengers film.
 * Hulk / Bruce Banner (voiced by Fred Tatasciore (as Hulk) and Nolan North (as Bruce Banner)), an Avenger and a genius scientist who, because of exposure to gamma radiation, transforms into a monster when enraged or agitated.
 * Appearance: The same as in Avengers: EMH!.
 * Captain Marvel / Carol Danvers (voiced by Jennifer Hale), an Avenger and a U.S. Air Force pilot whose DNA is fused with that of an alien during an accident, which imbues her with the powers of superhuman strength, energy projection and flight.
 * Appearance: The same as in Avengers: EMH!, but without her mask.
 * Black Widow / Natasha Romanoff (voiced by Laura Bailey), an Avenger and highly trained spy working for S.H.I.E.L.D..
 * Appearance: The same as in Avengers: EMH!, but with the same costume as in Avengers: Age of Ultron.
 * Wasp / Janet Van Dyne (voiced by Colleen Villard), an Avenger and a college student who works with Hank Pym at Greyburn College in New York City. She became Wasp after she was bitten by an mutated wasp.
 * Appearance: The same as in Avengers: EMH!.
 * Black Panther / T’Challa (voiced by James C. Mathis III), an Avenger and the king of the African nation of Wakanda, who gained his enhanced strength by ingesting the Heart-Shaped Herb. He is also armed with his Vibranium Armor, which absorbs kinetic energy and redirects it into a Sonic Wave Pulse.
 * Appearance: The same as in Avengers: EMH!. His suit is based on the one worn by Chadwick Boseman’s character in the 2018 film.
 * Hawkeye / Clint Barton (voiced by Troy Baker), an Avenger and master archer working as an agent for S.H.I.E.L.D.
 * Appearance: Visually the same as in Avengers: EMH!, but wearing the same costume worn by Jeremy Renner in the MCU.
 * Phoenix Princess / Mary Jane Watson (voiced by Ashley Johnson), an Avenger and Peter’s love interest who became the host of Light Phoenix. She joined the team after helping Peter and the rest of their friends bring back the Avengers and defeat Kang and the Thunderbolts.
 * Appearance: The same as in Ultimate Spider-Man and the New Avengers, but animated after the female characters in Avengers: EHM!.
 * White Swan / Gwen Stacy (voiced by Mae Whitman), an Avenger and Peter’s 15-year-old step-cousin (whose widowed father George Stacy is married to Peter’s aunt May). After being struck by a power-laced diamond shard during the Thunderbolts’ battle with Arnim Zola, Gwen was given with the shard’s absorbed powers (including Flight, Telekinesis, Telepathy (from Wanda Maximoff), Electricity (from Max Dillon) and the ability to turn her body and skin into pure indestructible diamond (she can also turn her arms into weapons (similar to the Carnage symbiote hosts) at this state)) and becomes the new heroine White Swan and joins the Avengers after helping end the Thunderbolts’ tyranny, defeat Kang and bring back the Avengers.
 * Appearance: She is visually a teenage variant of her appearances in the comics. Her White Swan attire is a one piece leotard (with a blue gem in the chest) with pairs of long boots and gloves, a cloak and a tiara mask (all of it colored in White). Her lips’ color is pink (when in her civilian identity) and blue (when in the form of White Swan).
 * Black Cat / Felicia Hardy (voiced by Ashly Burch), Mary Jane's best friend and roommate who became Spider-Man's crime-fighting partner Black Cat after gaining Cat-like abilities from a ancient mystic treasure within the Tomb of Isis and being given by T'Challa a necklace which can protect for her a Black Cat suit of her own. She joins the Avengers after helping defeat the Thunderbolts and bring back the Avengers.
 * Appearance: The same as in The Spectacular Spider-Man, though some white parts of her costume are made to look like a one piece leotard. As in Ultimate Spider-Man and the New Avengers and Avengers: New Heroes’ Time, her civilian identity consists of her being a blond haired green eyed teenager.
 * Falcon / Sam Wilson (voiced by Bumper Robinson), an Avenger and former pararescueman trained by the military in aerial combat using a specially designed wing pack, which is upgraded into a Falcon-themed armor by Peter and Jean, who recruit him as one of the first members of the new Phoenix Corps.
 * Appearance: Visually the same as in Avengers: EMH!. His armor is initially similar to the one worn in MCU until, after being recruited to the Phoenix Corps, it resembles the one worn by him in Avengers: Ultron Revolution.
 * Goliath / Dr. Hank Pym (voiced by Wally Wingert), an Avenger and Peter’s college teacher and mentor as well as the benefactor of the Avengers, entomologist, and physicist who became the original Ant-Man after discovering the subatomic particles which make the transformation of size possible.
 * Appearance: Visually the same as in Avengers: EMH!. His Goliath suit is based on the one worn by Bill Foster in the comics.
 * Vision (voiced by David Kaye), an Avenger and a android created using the artificial intelligence J.A.R.V.I.S. and the Mind Stone. He was created by A.I.M. to destroy the Avengers, but due to the consciousness of J.A.R.V.I.S. still remaining loyal to Stark Industries and the Avengers, Vision instead joins the Avengers.
 * Appearance: Based on Paul Bettany's character in MCU, but animated after his appearance in Avengers: EMH!.
 * F.R.I.D.A.Y. (voiced by Jennifer Hale), the Avengers’ A.I. System.
 * Appearance: None.
 * Tigra / Greer Grant (voiced by Kimberly Brooks), Falcon's love interest and a teenager who was ingested with stolen Oscorp Serum by HYDRA agents and turned into a Tiger-themed Werecat. She has a Technologic Necklace which she uses to disguise herself into her human form.
 * Appearance: A teenage variant of her classic appearance in the comics. In her human form, she is an Caucasian teenager with a Red Hair and Violet Eyes.
 * Ant-Man / Scott Lang (voiced by Josh Keaton), an Avenger and a redeemed petty thief who reemerged as a hero and prodigy of Pym Industries, becoming the next Ant-Man after Doctor Pym.
 * Appearance: Based on Paul Rudd's character in MCU, but animated after his appearance in Avengers: EMH!.
 * She-Hulk / Jennifer Walters (voiced by Eliza Dushku), the Hulk's cousin who shares his same powers.
 * Appearance: Based on her looks in Hulk and the Agents of S.M.A.S.H., but animated after the female characters in Avengers: EMH! and wearing the A-Force Costume.
 * Jocasta (voiced by Tara Strong), an A.I. system created by Peter and Mary Jane to help operate their technology.
 * Appearance: The same as in Avengers: New Heroes’ Time.
 * Redwing, a magically enhanced Inhuman peregrine falcon raised by Queen Andrea as a member of the Phoenix Corps. After the Thunderbolts' defeat, he joins the Avengers as Redwing's sidekick.
 * Appearance: The same as in Avengers: New Heroes’ Time.

Avengers Academy Students
A group of young metahumans who are trained by the Avengers to become a new generation of heroes.
 * Reptil / Humberto Lopez (voiced by Antony Del Rio), a student in Avengers Academy who can turn his body into Dinosaur-like body parts.
 * Appearance: Based on his looks in Marvel Super Hero Adventure: Frost Fight!.
 * Mantis (voiced by Jessica DiCicco), a 10-year-old alien girl with the abilities of Empathy, Superhuman Leaping and Plant Manipulation. She is initially a trainee of the Thunderbolts until she leaves after feeling mistreated and hated by the (false) heroes and then, finds comfort with Mary Jane and Felicia and eventually joins the Avengers Academy.
 * Appearance: She is a child variant of her original comic-book counterpart and wears a one piece leotard version of Pom Klementieff's character in Guardians of the Galaxy Vol. 2 and Avengers: Infinity War.
 * Ms. Marvel / Kamala Khan (voiced by Kathreen Khavari), a young Inhuman girl who developed the abilities of Size/Shape shifting and Healing factor after exposing herself to the Terrigen Mist on Earth and she uses them to take up the persona of her childhood idol Carol Danvers' former alter-ego and to protect her homestead from its criminal underworld.
 * Appearance: Based on her looks in the original comics.
 * Nova / Sam Alexander (voiced by Scott Menville), a teenager who was chosen to become a member of the Nova Corps when his father, Jesse Alexander, left behind his Nova helmet.
 * Appearance: Based on his looks in Ultimate Spider-Man and Guardians of the Galaxy animated series, but animated after the characters in Avengers: EMH!.
 * Kid Arachnid / Miles Morales (voiced by Ogie Banks), a teenager from Queens who became a new younger version of Spider-Man after being bitten by a lab spider which was created by Oscorp.
 * Appearance: The same as in the comics and in his previous animated appearances.
 * Midgard Valkyrie / Tarene Olson (voiced by Tara Strong), a 11-year-old girl who happens to be the descendant of one of the Asgardian Valkyries who were wiped out by Hela centuries ago. After discovering her nature as a Asgardian/Human hybrid and her worth of wielding Mjolnir, Tarene is given with Dragon Fang (a sword with the same power of Mjolnir) and becomes the Midgard Valkyrie. She eventually joins Avengers Academy.
 * Appearance: As in the second version of Ultimate Spider-Man and the New Avengers, she is an amalgam of the female characters Thor Girl and Brunnhilde. She is a long blonde haired blue eyed girl with a one piece leotard version of Thor Girl. Her sword resembles Excalibur.
 * Adam Warlock (voiced by Cameron Bowen), a teenage member of the golden-skinned Sovereign alien race. He was captured and taken prisoner by Thanos because of his powers until he is freed by Iron Man and Thor. After helping the duo and Mar-Vell stop Thanos' onslaught by destroying the super-weapon Thanos ordered the Chitauri to build, Adam joins the Avengers Academy for his purpose of becoming a new hero and finding his place in the world.
 * Appearance: He is a teenage version of his appearance in Avengers: EMH!.

Nest of Helios Residents / Phoenix Corps
A cult of warriors who battle random threats in the name of their guardian entity Light Phoenix.
 * Queen Andrea Carter (voiced by Olivia d'Abo), a World War II British veteran allied with Captain America and the first human host of Light Phoenix. Shortly after the entity left her, Andrea was given with the powers of its Greek Mythology namesake (including rising from her ashes after burning herself to death), basically becoming immortal. As the years passed, she assembled all meta humans and mutants who worshiped or were hosts of the Phoenix Force and, with their aid, created an Island-isolated kingdom known as the Nest of Helios, where she rules as their wise, kindhearted and respected queen and master of the Phoenix Corps.
 * Appearance: The same as in Avengers: New Heroes’ Time and Ultimate Spider-Man and the New Avengers.
 * Air-Force / Sharon Carter (voiced by Lacey Chabert), Queen Andrea's daughter, the Princess of the Nest of Helios and Captain America's love interest. She battles alongside him and the Avengers as Air-Force, an Phoenix-powered warrior in a winged armor with the same strength of Captain America who wields a Sun Powered battle-staff.
 * Appearance: She is visually based on Emily VanCamp's performance in Captain America: The Winter Soldier and Captain America: Civil War. Her Air-Force attire is an Phoenix Armor based on the one worn by Sif in Avengers: EMH!.
 * Jean Grey (voiced by Kari Wahlgren), a mutant with Telekinesis and Telepathy who was the former host of the two halves (Light and Dark) of the Phoenix Force. She is the commander of the Phoenix Corps. She is also a member of the X-Men.
 * Appearance: Based on her looks in X-Men: Evolution, but wearing her White Phoenix of the Crown suit.
 * Summer Knight / Bucky Barnes (voiced by Crispin Freeman), An enhanced super-soldier and Rogers' ally and best friend, who reemerged brainwashed after being thought killed in action during World War II. Barnes, who formerly went by Winter Soldier, is given the name Summer Knight by the people of the Nest of Helios who helped remove his Hydra programming.
 * Appearance: The same as in Avengers: EMH!. As Summer Knight, he wears a White Phoenix variant of his Winter Soldier persona.
 * Red She-Hulk / Dr. Betty Ross (voiced by Vicki Lewis), Hulk's love interest who became a Red Skinned Gamma-Radiated metahuman after being experimented by criminal scientists allied with her father General Ross. She is recruited by Peter and Jean as a member of the Phoenix Corps.
 * Appearance: The same as in Avengers: New Heroes’ Time and Ultimate Spider-Man and the New Avengers.
 * Inferno / Dante Pertuz (voiced by Yuri Lowenthal), a teenage Inhuman with Pyrokinetic abilities and a member of the Phoenix Corps.
 * Appearance: The same as in Avengers: Ultron Revolution.
 * Light Phoenix (voiced by Jennifer Hale), the Guardian Entity of the Nest of Helios and the Light Half of the Phoenix Force. After being resurrected by Queen Andrea and the new generation of the Phoenix Corps, Light Phoenix currently lives as Mary Jane's fiery avatar and bonding partner, resulting in Mary Jane becoming the Phoenix Princess.
 * Appearance: The same looks as in Wolverine and the X-Men.

X-Men
A group of heroic Mutants who seek to protect the world from random threats while fighting to preserve peace between humanity and the mutant race.
 * Professor X / Charle Xaver (voiced by Peter Jessop), a mutant pacifist and the world's most powerful telepath. He is also a founder of Xavier's School for Gifted Youngsters, and leader of the X-Men.
 * Appearance: Same in Patrick Stewart's performance in the X-Men film series.
 * Wolverine / Logan (voiced by Steven Blum), a member of the X-Men and a Canadian mutant born with hyper-acute, animal-like senses, claws on his hands, and an accelerated healing factor which made it possible to implant a coating of the indestructible metal alloy adamantium on his skeleton.
 * Appearance: The same as in Wolverine and the X-Men.
 * Storm / Ororo Munroe (voiced by Danielle Nicolet), a mutant teacher at Xavier's school who can control the weather.
 * Appearance: The same as in Wolverine and the X-Men.
 * Cyclops / Scott Summers (voiced by Roger Craig Smith), a mutant who is the field leader of the X-Men and a teacher at Xavier's Institute, he shoots uncontrollable beams of concussive force from his eyes and wears a visor to control them.
 * Appearance: The same as in X-Men: Evolution, but animated after the male characters in Avengers: EMH!.
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Individuals

 * Mar-Vell (voiced by Christopher Daniel Barnes), a Kree warrior who was exiled after being framed by Ronan of being one of Thanos' enforcers. He is a ally of the Avengers.
 * Appearance: The same as in Avengers: EMH!.

Individuals

 * Thanos (voiced by Isaac C. Singleton Jr.), an intergalactic tyrant who longs to inflict his will on all of reality. He is a major antagonist to the Avengers
 * Appearance: Based on Josh Brolin's performance in MCU.
 * Green Goblin / Norman Osborn (voiced by Mark Hamill), a scientist, engineer, billionaire, founder and owner of Oscorp, who tests an unstable strength enhancer on himself and becomes the insane and powerful villain. He is Spider-Man's arch-nemesis.
 * Appearance: He is visually a human-sized variant of his appearance in Ultimate Spider-Man. He wears a grey variant of the Iron Patriot armor (without the gauntlets and boots) with the Oscorp Logo in his chest.
 * Venom / Eddie Brock (voiced by Crispin Freeman as Eddie Brock and Kevin Michael Richardson as Venom), a former journalist in Daily Bugle who became the host of a alien symbiote which grants him with powers similar to Spider-Man's. While he is a foe to Spider-Man and the Avengers, Brock (who has full control of his symbiote) also has a grudge with other men who wronged him, including the Green Goblin, who made him suffer from post traumatic stress for one day by injuring his fiancee Anne Weying and tormenting him for a “really bad day”.
 * Appearance: Based on his looks in The Spectacular Spider-Man, but with the animation of Avengers: EMH!.
 * Doctor Doom / Victor von Doom (voiced by Maurice LaMarche), the tyrannical ruler of Latveria and a major foe of the Avengers.
 * Appearance: Based on his appearance in Avengers: EMH!.
 * Ultron  (voiced by Jim Meskimen), a A.I. robot created by Arnim Zola originally as an ally to Hydra in the World War II until he proved to be too uncontrollable and was forcibly shut down. He returns after being unintentionally reactivated by Doctor Octopus in Present Day seeking revenge against humanity.
 * Appearance: Based on James Spader's character in Avengers: Age of Ultron.
 * Dark Phoenix / Ashley Kafka (voiced by Jennifer Hale as Dark Phoenix and Alyssa Milano as Ashley Kafka), an astrophysicist who has been Mary Jane's rival since college. Her rivalry with Mary Jane eventually leads her to her fate as the host of Dark Phoenix (Light Phoenix's dark twin), who seeks to bond with Light Phoenix and their former host Jean Grey once more.
 * Appearance: She is a Caucasian young woman with a short brown hair and green eyes. As Dark Phoenix, she has long black hair, demonic red yellow eyes and a dead white skin with facial scars. She also sports a one piece dress version of Jean Grey's Dark Phoenix costume.
 * Justin Hammer (voiced by Neil Patrick Harris), Stark's business rival and the CEO of Hammer Industries.
 * Appearance: Based on Sam Rockwell's performance in Iron Man 2.
 * Maximus the Mad (voiced by Troy Baker), Black Bolt's brother, who has a strong devotion to the people of Attilan and a desire to be king himself. Maximus lost the Inhuman gene when going through the Terrigenesis process, which led to the character being looked down on by other Inhumans.
 * Kang the Conqueror (voiced by Jonathan Adams), a Time-Travelling alien conqueror from 41st century who opposes the Avengers. He is the primary antagonist of the series' three-part premiere “Thunder War”, on which J. Jonah Jameson allows him to abduct the Avengers and imprison them in his world in the Future while Jameson's Thunderbolts take over the city. His plans are foiled by Spider-Man and his friends, who manage to expose Jameson, defeat the Thunderbolts and bring the Avengers back to the Present. Kang himself is defeated by Spider-Man and Phoenix Princess, who sabotage his Time-Travelling devices and entrap him into a Post-Apocalyptic dimension as well as in a endless Time-Loop beginning with his arrival in the dimension and ending with his demise in that dimension or his attempt to escape.
 * Appearance: Based on his appearance in Avengers: EMH!.
 * Iron Monger / Obadiah Stane (voiced by Fred Tatasciore), Stark's former business second-in-command, mentor and friend who turned on him to overtake the company, eventually building a giant exosuit to fight Stark.
 * Appearance: Based on Jeff Bridges' character in the 2008 Iron Man film.

Hydra
A terrorist group formed by the Red Skull to rule over humanity by any means.
 * Red Skull / Johann Schmidt (voiced by Liam O'Brien), the head of Hydra and Captain America's arch-nemesis.
 * Appearance: Based on his appearance in Avengers: EMH!.
 * Arnim Zola (voiced by Armin Shiverman), a Nazi biochemist during World War II and survived into the modern age by transferring his conscious mind into the body of a sophisticated robot which protected it by storing it in its chest and displaying a digital image of Zola's face on its chest plate.
 * Appearance: Based on his appearance in Avengers: EMH!. His human looks (seen in flashbacks set during World War II) are based on Toby Jones' character in Captain America: The First Avenger.

Sinister Six
A group of Spider-Man's most hated adversaries led by Doctor Octopus to destroy the Wall-Crawler
 * Doctor Octopus / Otto Octavius (voiced by Corey Burton), one of Spider-Man's major adversaries. A scientist who went insane after a lab accident rendered him bonded with his handling equipment, four mechanical tentacles which respond to his mind. He is the leader of the Sinister Six, a group of supervillains (consisting of Electro, Kraven the Hunter, Vulture, Scorpion and Rhino) who banded together to destroy Spider-Man.
 * Appearance: Based on Alfred Molina's character in Sam Raimi's Spider-Man 2.
 * Electro / Max Dillon (voiced by Trevor Devall), one of Spider-Man's foes and a member of the Six who can manipulate Electricity.
 * Appearance: He is a bald headed Caucasian man with a large facial scar resembling a lightning bolt. He wears a Black Bodysuit with a blue lightning bolt in his chest.
 * Kraven the Hunter (voiced by Kevin Michael Richardson), a maniacal big game hunter who seeks to defeat New York's superheroes to prove that he is the greatest hunter in the world.
 * Appearance: The same as in The Spectacular Spider-Man.
 * Vulture / Adrian Toomes (voiced by Jeffrey Combs), a salvager-turned-criminal-vigilante after his company is forced out of business. He uses a suit with mechanical wings forged from Chitauri technology.
 * Appearance: Based on Michael Keaton's character in Spider-Man: Homecoming.
 * Scorpion / Mac Gargan (voiced by Fred Tatasciore), J. Jonah Jameson's former bodyguard who became a super-criminal armed with a Scorpion-based armor.
 * Appearance: The same as in the comics.
 * Rhino / Aleksei Sytsevich (voiced by John DiMaggio), one of General Ross' henchmen and a member of the Hulkbusters who became Rhino after injecting himself with a incomplete DNA sample of the Hulk combined with Rhinoceros DNA, resulting in him becoming a humanoid rhinoceros.
 * Appearance: A older variant of his appearance in Ultimate Spider-Man, but wearing long soldier pants.

Horsemen of the Apocalypse
A group of evil mutants loyal to their namesake master who seek to resurrect him and help him rid the world from humanity's existence.
 * Archangel / Warren Worthington III (voiced by Benjamin Diskin), a mutant with bird-like feathered wings who was recruited and enhanced by Apocalypse, gaining metallic wings which can also be used as razor sharp projectiles as a result.
 * Appearance: Based on Ben Hardy's character in X-Men: Apocalypse.
 * Psylocke / Elizabeth Braddock (voiced by April Stewart) a mutant with telepathic, telekinetic and psionic abilities. Her abilities also include projecting purple psychic energy, usually into the form of an energy blade that can burn through metal.
 * Appearance: Based on Olivia Munn's character in X-Men: Apocalypse
 * Victor Creed / Sabretooth (voiced by John DiMaggio) a mutant with a ferocious, feline-like nature, enhanced animal-like senses, fangs and healing abilities similar to Wolverine's.
 * Appearance: Based on Liev Schreiber's character in X-Men Origins: Wolverine.

Event Details in the Series
While this series is a reboot to The Avengers: Earth's Mightiest Heroes! and Avengers Assemble, the show also features an original story which the episodes, unlike most of the ones in Avengers: EMH!, are not adaptations to comic book arcs published for Marvel, although some elements in both Marvel and DC Comics are used.


 * Aunt May is married to Gwen's father George Stacy, making Peter and Gwen step-cousins.
 * Ultron is created by Arnim Zola during World War II era instead of Hank Pym or Tony Stark in modern era. The villain becomes depicted as a Dark Lord who was sealed away for decades waiting for revenge on humanity.
 * Eddie Brock's grudge with Green Goblin happens after Goblin torments him for one “really bad day”. This moment is a homage to the DC Comics' Batman graphic novels A Death in the Family  and The Killing Joke.
 * As in Ultimate Spider-Man and the New Avengers and its second alternate story, Felicia Hardy / Black Cat is introduced as a fully heroic character rather than antagonist or anti-hero.
 * Also as in Ultimate Spider-Man and the New Avengers and its second alternate story, the Phoenix Force is an entity which is split between its two halves: Light and Dark.