The Spider-Phoenix (USM Episode)

The 23th 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

 * Spider-Phoenix / Anna Parker Watson (in Mary Jane Watson’s story only) (origins revealed)

Supporting Characters

 * New Avengers
 * Spider-Man / Peter Parker (appears in TV, Computer Screen or Hologram only) (as Captain America in Mary Jane Watson’s story)
 * Phoenix Princess / Mary Jane Watson (as Black Widow in Mary Jane Watson’s story)
 * Avengers
 * Captain America / Steve Rogers (in Mary Jane Watson’s story only) (cameo)
 * Black Widow / Natasha Romanoff (in Mary Jane Watson’s story only) (cameo)
 * Ant-Man / Scott Lang (appears in TV, Computer Screen or Hologram only)
 * American Son / Gabriel Osborn (first appearance) (in Mary Jane Watson’s story only)
 * Cassie Lang

Villains

 * Madame Octopus / Whitney Frost (first appearance as Madame Octopus) (in Mary Jane Watson’s story only)
 * DemoGoblin / Elaine Frost (first appearance) (in Mary Jane Watson’s story only)
 * Doctor Octopus / Otto Octavius (appears in TV, Computer Screen or Hologram only)
 * Yellowjacket / Darren Cross (appears in TV, Computer Screen or Hologram only)

Other Characters

 * Aunt May
 * Anna Watson
 * Hope Van Dyne
 * Maggie Lang
 * Harry Osborn (mentioned only)
 * Liz Allan (mentioned only)

Plot
It all starts in the Langs’ home, where Maggie Lang is having a friendly encounter with Hope Van Dyne, May Parker and Anna Watson as they watch News of Spider-Man and Ant-Man fighting Doctor Octopus and Yellowjacket in Manhattan. In Cassie’s bedroom, Mary Jane is having Cassie to sleep by telling her a story she has been writing: the story about the Spider-Phoenix. Her story starts with a small prologue of Spider-Man and Phoenix Princess battling countless threats together while also enjoying their romance. Years later, after retiring from their initial superhero mantles and assuming Steve Rogers and Natasha Romanoff’s mantles of Captain America and Black Widow, Peter proposes Mary Jane’s hand in Marriage. They get married and, one year later, the couple have a daughter named Anna Parker Watson.

Fifteen years later, Anna is following her parents’ legacy by balancing her normal life as a an ordinary high school student in Queens while fighting crime as her superhero alter ego of Spider-Phoenix as she battles the villainous Madame Octopus (Madame Masque armed with Doctor Octopus’ Bionic Arms). She also enjoys spending time with her best friend and classmate Gabriel Osborn, the son of Harry Osborn and Liz Allan whom Anna also develops hidden feelings for (Gabriel, in turn, also has feelings for her), and has a strong rivalry with antisocial classmate Elaine Frost, whom Anna is as aware as her parents that she is the daughter of Whitney Frost, formerly known as Madame Masque. As suggested by her parents, Anna also keeps her awareness of Frost’s alter ego of Madam Octopus in secret from Elaine herself and from authorities and journalists to avoid any possibilities of conflicts like Norman Osborn had with Harry and Otto Octavius. Elaine, however, already has an ill relationship with her mother, who greedily wants her to become a woman who is superior to the others and disapproves her daughter’s interest in being a scientist and not being the heir of her company, to which Elaine deeply objects with a secret hatred she feels for her mother and (as Mary Jane narrates) will only get worse.

One day, Spider-Phoenix battles Madame Octopus near an Oscorp facility, where Gabriel joins the fight in his father’s American Son armor. After the two defeat her, they spend a good time together as they gradually realise their hidden feelings for each other. Their moment together is interrupted when they find Elaine Frost using chemicals she stole from one of Doctor Connors’ prodigies and combining them with Captain America’s Super Soldier Serum to create a serum which will make her superior to everyone. But the experiment hideously mutates her into a Red Goblin-like Demonic creature and she dubs herself the DemoGoblin. Spider-Phoenix and American Son do battle the creature until Elaine is reverted back to normal and rendered unconscious. As she is taken to medical attention by S.H.I.E.L.D. agents, however, Madame Octopus, aware of her daughter’s condition, attacks the two young heroes and makes claims that they will not take Elaine away from her. Hearing Octopus’ words, Elaine awakens and, discovering in shock that her mother is Madame Octopus, transforms into the DemoGoblin once again and proceeds to attack both her mother and Spider-Phoenix.

A destructive fight between the three across the Tricarrier issues, to which one of the agents alert Anna’s parents, who jump in action as Captain America and Black Widow and set out to keep the situation under control. Gabriel is knocked out trying to stop the two villainesses and has a few parts of his armor damaged. Anna takes him to a safe room and continues the fight, but not before she and Gabriel confess their deep feelings for each other and share a passionate kiss, giving Anna enough strength to combine her Spider abilities with her Phoenix powers and become a full match for both Madame Octopus and DemoGoblin. Right after defeating Frost and destroying her bionic tentacles, Spider-Phoenix finishes her fight by DemoGoblin by webbing her down and using her Phoenix powers to drain DemoGoblin off her powers, permanently reverting her back to her human form. As Whitney is taken to custody and exposed as Madame Octopus and Elaine is transferred to Ravencroft Institute to be reeducated, Anna has a warm loving moment with her parents, who congratulate her for her success and confess themselves proud of her. Despite pleased with the outcome, Anna still confesses herself worried about Elaine: now that she knows that her mother is a insidious villainess, she might become as miserable as Otto Octavius was, but Peter and Mary Jane convince her to let her go for a moment and assure her that if she ever comes to that far, they will be ready. Mary Jane ends her story with Anna and Gabriel, still happy to have each other despite all the incident, resuming their superhero life time as well as their newly formed romance. Scene shifts back to the reality, where Mary Jane is approached by her Aunt Anna, who tells her that Peter and Scott have taken down Cross, but Octavius has escaped and wonders if she will help about it. Mary Jane says yes and goes on, but not before leaving her Tale Book for Cassie and wishing her good night.

Next Episodes

 * The end of the episode follows the Avengers: New Heroes’ Time episode "Future Shock".

Voice Cast

 * Miranda Cosgrove as Spider-Phoenix / Anna Parker Watson
 * Ashley Johnson as Phoenix Princess / Mary Jane Watson
 * Christopher Daniel Barnes as Captain America II / Peter Parker
 * Jodi Benson as Black Widow II / Mary Jane Watson
 * Sam Riegel as American Son II / Gabriel Osborn
 * Ariel Winter as Cassie Lang
 * Misty Lee as Aunt May
 * Laura Bailey as Anna Watson
 * Kari Wahlgren as Hope Van Dyne
 * Tara Strong as Maggie Lang
 * Nika Futterman as Madame Octopus / Whitney Frost
 * Vanessa Marshall as DemoGoblin / Elaine Frost