Carnage Vengeance

The 10th 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

 * New Avengers
 * Spider-Man / Peter Parker
 * Web Warriors
 * Kid Arachnid / Miles Morales
 * Iron Spider / Amadeus Cho
 * Agent Venom / Flash Thompson
 * Scarlet Spider / Ben Reilly
 * Phoenix Princess / Mary Jane Watson
 * Light Phoenix
 * Phoenix Five
 * Firestar / Angelica Jones
 * Iron Phoenix / Gwen Stacy
 * Scarlet Witch / Wanda Maximoff
 * Sun-Eagle / Audrey Toomes
 * American Son / Harry Osborn
 * Black Cat / Felicia Hardy
 * Jocasta

Supporting Characters

 * Avengers
 * Iron Man / Tony Stark
 * F.R.I.D.A.Y.
 * Black Widow / Natasha Romanoff
 * Hawkeye / Clint Barton
 * Red She-Hulk / Dr Betty Ross
 * Iron Patriot / Norman Osborn
 * S.H.I.E.L.D.
 * Maria Hill
 * Dr. Curt Connors (mentioned only)
 * Stark Industries
 * Rescue / Pepper Potts
 * War Machine / James “Jim” Rhodes
 * Dr. Anna Maria Marconi / Carnage Queen (first appearance) (gets and loses symbiote)

Villains

 * HYDRA
 * Viper Empress / Madame Hydra / Ophelia Sarkissian
 * Carnage Symbiote (destruction)
 * Carnage Strucker / Baron Wolfgang Von Strucker
 * Sinister Six (get and lose symbiote)
 * Doctor Octopus / Monster Ock / Otto Octavius (single appearance as Monster Ock)
 * Mecha Rhino / Glenn Talbot (joins team) (first appearance as Mecha Rhino)
 * Kraven the Hunter
 * Electro / Max Dillon
 * Mysterio / Quentin Beck (joins team)
 * Hydro-Man / Red Shark / Morris Bench (joins team) (single appearance as Red Shark)

Others Characters

 * Aunt May
 * Anna Watson
 * Betty Brant (appears in Computer, TV Screen or Hologram)
 * J. Jonah Jameson (mentioned only)
 * Justin Hammer
 * Super Adaptoids (destruction)
 * Truman Marsh

Plot
Mary Jane is having a phone conversation with her Midtown High teacher Doctor Anna Maria Marconi, who has been feeling lonely after hearing of Otto Octavius’ survival in Oscorp and previous actions for HYDRA. Mary Jane also invites Marconi for a visit in her home for better comfort. The two individually resume their issues (Mary Jane and her fellow Phoenixes having a warm friendly reunion while Dr. Marconi secretly works on a Roxxon formula which may be a cure for Octavius’ deformity) until they both watch News Reports about Spider-Man and his newly formed Web Warriors (Agent Venom, Kid Arachnid, Iron Spider and Scarlet Spider) working alongside American Son, Iron Man, Hawkeye, War Machine and Norman Osborn (as the Iron Patriot) to battle Doctor Octopus’ new Sinister Six (Kraven the Hunter, Electro and the new members Hydro-Man, Mysterio and Glenn Talbot (now operating as Mecha-Rhino)) and Carnage Strucker in Roxxon. On the middle of the fight, Strucker unleashes an enhanced duplicate of his symbiote and sends it to attack the heroes, on which Norman pins the organism in the factory’s rooftop and blasts it with countless missiles, inadvertently causing the symbiote to explode in several pieces which spread across the factory to everyone’s horror.

The symbiote fragments begin to roam free across Roxxon, possessing every employee and S.H.I.E.L.D. agent in their way. Doctor Octopus’ group ends up possessed as well and they all go for rampage across the factory. The heroes end up joined in the fight by Phoenix Princess and her team, the Phoenix Five (consisting of herself, Firestar, Scarlet Witch, Iron Phoenix and Sun-Eagle) as well as Black Cat, Black Widow, Rescue and Red She-Hulk, who claim to have detected Viper Empress’ presence in Roxxon, revealing that the Sinister Six and Carnage were only distracting the heroes while Viper made her way in. They split in small teams to venture across the factory and find a way to core, where they can implant an Anti-Symbiote bomb which will effectively wipe out all mutated victims (safe for Agent Venom, whose symbiote is being protected by Phoenix magic). While the others contain the infected victims, however, Phoenix Princess is ambushed and attacked by the strongest symbiote monster, the Carnage Queen. And Mary Jane senses the worse about this one: its host is Dr. Marconi.

With her friends occupied with the other Carnage monsters, Phoenix Princess battles alone against the Carnage Queen, though she also works to avoid hurting Marconi. The fight gets harder when Viper Empress comes in and attempts to kill her, only until Red She Hulk and Black Cat burst in and hold Viper back while Black Widow and Rescue help Phoenix. The infected members of the Sinister Six are defeated one by one by the heroes and separated from their symbiotes while Iron Spider and Iron Phoenix prepare the bomb. Spider-Man and Iron Man successfully defeat Doctor Octopus and manage to separate him from the symbiote. The progress also reverts Otto back to his original form, though he is still deformed and paralytic. The Anti-Venom bomb explodes, freeing every infected victim from the organism and blasting Carnage Strucker away into the nearby ocean. Unfortunately, the progress is unsuccessful with Carnage Queen, who is rendered stronger by an unknown serum Viper inflicted on her and Viper claims that the only way to destroy the symbiote is to destroy its host with it.

As Viper Empress mocks Phoenix Princess over her hesitation with the symbiote, Mary Jane is informed by her avatar Light Phoenix that there is another way they can free Marconi from her symbiote: she must tell her the truth. Phoenix Princess unleashes a massive wave of flames around herself, blasting Viper away and progressively weakening the Carnage Queen. Right before the creature can fight back, Mary Jane makes numerous speeches about what she knows about Marconi, which reawaken her and begin to give her strength to overcome the symbiote. Just as Light Phoenix tells her that Marconi needs to hear a deeper truth to help her overcome the symbiote, Mary Jane finally reveals her identity to Marconi, successfully freeing her from her possession. The symbiote attempts to possess Mary Jane, who proves to be too strong due to her Phoenix powers and destroys it. Viper Empress recovers and attempts to kill her unmasked nemesis, but is stopped by Black Widow, who neutralizes her, and stripped off her memories by Scarlet Witch. A few hours later, Mary Jane speaks with Marconi, who is fully cured from her symbiote possession and is not angry at Mary Jane for keeping her secret from her. As she confesses herself proud of her favorite student and hopeful for the many wonderful things she will be doing in near future, Marconi leaves the room to visit a unconscious Doctor Octopus in his cell. Meanwhile, Strucker is drowning unconscious into the seas until he is revived by the surviving fragments of his symbiote and swings away. Back in Roxxon, the Phoenix Five leave to Nest of Helios with Black Widow, Rescue and Red She-Hulk while Black Cat leaves to the Triskelion and Spider-Man and his fellow Web Warriors stay with Iron Man, American Son, War Machine, Hawkeye and Iron Patriot to get the factory back together.

Previous Episodes

 * While mentioning his knowledge about Carnage, Norman comments that he (as the Green Goblin) once tried to make the ‘perfect son’ by kidnapping Peter and fusing him with the Venom symbiote in the Season 2 episode Carnage.
 * Right after Doctor Octopus is separated from the Carnage Symbiote, which caused him to be reverted to his original form, Spider-Man mentions that this once happened to Goblin after he merged with Venom, referencing the Season 2 episode Venom Bomb, on which Norman was cured of his Goblin mutation after being separated from his Venom infection.
 * Following his retreat in the end of the previous episode Circus of Illusions, Mysterio is reported to have helped Doctor Octopus break the villains out of prison and recruit them to form the Sinister Six.

Next Episodes

 * Carnage Strucker returns in the Avengers: New Heroes’ Time episode World War Venom.
 * Marconi’s emotional conversation with the unconscious Doctor Octopus is shown and heard in a video footage Spider-Man reveals to have recorded in Ultimate Alliance, Part 1: The Wolf Spider of Midtown Street.

Voice Actors

 * Drake Bell as Spider-Man / Peter Parker
 * Ashley Johnson as Phoenix Phoenix / Mary Jane Watson
 * Matt Lanter as American Son / Harry Osborn, Agent Venom / Flash Thompson
 * E.G. Daily as Black Cat / Felicia Hardy
 * Ogie Banks as Kid Arachnid / Miles Morales