Extreme Matter (USM Episode)

The 14th episode of the the second version 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 (flashback and main story)
 * Phoenix Princess / Mary Jane Watson
 * Light Phoenix Entity
 * American Son / Harry Osborn
 * Cyberstar / Liz Allan
 * White Tiger / Ava Ayala
 * Nova / Sam Alexander
 * Kid Arachnid / Miles Morales
 * Ms. Marvel / Kamala Khan
 * Agent Venom / Flash Thompson
 * Black Cat / Felicia Hardy
 * Firestar / Angelica Jones (first appearance) (flashback and main story) (joins team)

Supporting Characters

 * Avengers
 * Captain America / Steve Rogers
 * Iron Man / Tony Stark
 * Black Widow / Natasha Romanoff
 * Falcon / Sam Wilson
 * Thor
 * Hulk / Bruce Banner
 * Redwing
 * Stark Industries
 * Pepper Potts
 * F.R.I.D.A.Y.
 * Gwen Stacy
 * S.H.I.E.L.D.
 * Nick Fury
 * Maria Hill
 * Dr. Jane Foster
 * Dr. Curt Connors
 * Oscorp
 * Norman Osborn
 * Silver Sable / Silver Sablinova

Villains

 * Hydra
 * Viper / Madame Hydra / Ophelia Sarkissian (flashback and main story)
 * Arnim Zola (flashback and main story)
 * Unnamed Oscorp Mutates
 * Ultimate Green Goblin / Norman Osborn (dies)
 * Doctor Octopus / Dr. Otto Octavius
 * Unnamed Dark Elves (die)
 * Ultron (mentioned only)

Other Characters

 * Aunt May (cameo)

Plot
Peter is having a walk in the streets with his old friend and Jessica Jones’ adoptive sister Angelica, who is working on studying and controlling her Matter Manipulating abilities (which she developed after an Hydra experiment by Viper with Squadron Supreme member Nuke before she was rescued by Spider-Man), before swinging with her towards the Triskelion. But they are suddenly ambushed by Ultimate Green Goblin (who had been transported by Hydra Agents out of the Negative Zone with Chitauri tech-made Portals), who was sent by Madame Hydra to capture Angelica.

Peter dons his Spider-Man costume and battles the Goblin and, with some help from Angelica’s short but helpful use of her Matter abilities, he defeats him, forcing him to retreat. They arrive in the Triskelion, where she is reunited with her sister Jessica and Black Cat. There, Spider-Man also encounters Dr. Jane Foster, who is at the same condition as Angelica since the Avengers’ latest battle with Ultron. Meanwhile, Norman Osborn (armed in the Iron Patriot suit) and Silver Sable battle numerous Hydra facilities where his company’s experiments are being used and duplicated and gets on a fight against Doctor Octopus, who has no memories of either Norman’s son Harry or Spider-Man. Angelica and Jane are both given check-up by Doctor Connors, who confirms that they are both empowered by Nuclear Matter, to which Peter wonders what kind of power they could possibly unleash if their energies came together. Just then, the Triskelion is attacked by Viper and her Hydra Forces, who are determined to steal Doctor Connors’ new experiment and capture Harry and his father Norman.

A battle issues in the Triskelion as Spider-Man and Phoenix Princess also escort Angelica and Dr. Foster, whom Viper is also after. The young heroes are joined in the fight by the Avengers (Captain America, Iron Man, Black Widow, Falcon, Redwing, Thor and Hulk), who had discovered that Hydra is also using Dark Elves’ technology to perfect their weapons. Iron Patriot also joins the fight, but inadvertently lures Doctor Octopus in there (to Harry’s displeasure). Things get worse when Octavius retains his Nanotech devices from Viper’s agents and ingests it to himself. The device not only changes his appearance, but also heals his paralysis and deformity, making him a more dangerous foe. Viper eventually gains the upperhand on Spider-Man and Phoenix Princess, but before she finish them off, Angelica and Dr. Foster get close to each other and, discovering what they can do when they are together, use their powers to merge together. The progress transforms them into an Pyrokinetic Nuclear Matter-bending entity on which Angelica is the main body while Jane is the mind consciousness. They eventually dub themselves Firestar.

Firestar eventually boosts through the Triskelion, overpowering Viper and every Hydra spawn in their way. Green Goblin chases her and attempts to kill her, but Firestar uses her Matter-bending abilities to jam Goblin’s internal particles, causing him to lose control over his powers, and Iron Fist and Thor push him towards a Bifrost Gate which transports him to an incoming Dark Elf Ship, where his overridden particles cause him to explode and obliterate the ship. Doctor Octopus is likewise defeated by Spider-Man, American Knight and Iron Man, who force him to retreat. Seeing the failure of her plan, Viper also retreats as she vows revenge on the heroes. Impressed with her performance, Angelica is given a place in the New Avengers as Doctor Foster volunteers to be her partner, much to Peter’s pleasure as Norman leaves too ashamed to face more of the heroes’ ire for his recklessness which almost cost his son’s life again. Angelica and Jane exchange very friendly banters over their successful team up as they hope to do it again sometime.

Previous Episodes

 * Doctor Foster is infected by Nuclear Matter since the Avengers’ battle with Ultron in Menace No More, Part 3: The Sinister Revolution.