Superior Loki

The 11th 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
 * Phoenix Princess / Mary Jane Watson
 * Light Phoenix
 * American Son / Harry Osborn
 * Jocasta

Supporting Characters

 * Thor Odinson
 * Midgard Enchantress / Dr Jane Foster
 * S.H.I.E.L.D.
 * Agent 7 / Phil Coulson
 * Maria Hill
 * Commissioner George Stacy

Villains

 * Dr Octopus / Otto Octavius / "Loki" (Mind transferred to and from Loki Laufeyson's body)
 * Venom Symbiote (destruction)
 * Dark Elves
 * Malekith the Accursed
 * Unnamed Dark Elves (get and lose Venom symbiote)
 * Fenris Wolves (get and lose Venom symbiote)
 * Loki Laufeyson (Mind transferred to and from Otto Octavius' body)

Other Characters

 * Odin
 * Betty Brant (appears in Computer Screen, TV or Hologram)
 * Frigga
 * Heimdall
 * Avengers
 * Iron Man / Tony Stark (mentioned only)
 * Janitor Stan (mentioned only)
 * Surtur (mentioned only)
 * Lady Sif

Locations

 * Earth / Midgard
 * United States of America
 * New York
 * New York City
 * Manhattan
 * Queens
 * Midtown High
 * Asgard
 * City of Asgard
 * Realm Below
 * Kingdom of the Trolls
 * Jotunheim
 * Svartalfheim (mentioned only)
 * Valhalla (mentioned only)

Plot
In Midtown High, Peter's classmates are having a History Lesson from scientist and astrophysicist Dr. Jane Foster (the first human Thor ever met in his first coming to Midgard as Mary Jane heard from Tony Stark), who is presenting to them knowledge about the Nine Realms, including Asgard and their planet Earth (known also as Midgard). She teaches them about the history of the Dark Elves, a vicious warrior race ruled by Malekith the Accursed which has been and still is an enemy to Asgard since the destruction of their home realm in Svartalfheim during a war against the other realms with a powerful weapon known as the Aether. Sometime later, a Symbiote-infected Fenris Wolf bursts in the school, wrecking uncontrollable havoc. Peter, Mary Jane and Harry hide in a room to take on their superhero suits, though they are caught on their uniforms by the eyes of Dr Foster right before they put their masks.

As the three struggle to explain everything, Dr. Foster calmly replies that she already knew Peter was Spider-Man, Mary Jane was the Phoenix Princess and Harry was American Son and surprises them when she reveals her own meta human nature as the Midgard Enchantress, a powerful Asgardian sorceress whose duty is to protect her namesake realm. The four then work to defeat the Wolf and destroy the Symbiote. After reading the unconscious wolf's mind, Phoenix Princess discovers that Loki is planning to take over Manhattan with another army of Venom-mutated Asgardian monsters like he and Doctor Octopus once tried before. Spider-Man deduces that it is unlikely that Loki and Octavius might be working together due to the two having formed a grudge after Loki was beginning to treat Octavius as a slave and American Son deduces that Loki might have either mind-controlled Octavius or simply stolen the Symbiotes from him. However, when the heroes and Jane confront Loki himself (armed with Bionic tentacles), they discover the worse: Doctor Octopus has managed to capture Loki and swap bodies with him.

As the Avengers and Jane battle him, Octavius reveals that he managed to swap bodies with Loki with an assistance from the Dark Elf Malekith the Accursed, who is planning to gather together the broken pieces of the Aether and rebuild his war weapon. Just then, after a short but destructive fight, the heroes are aided by Thor, who was working to repair the damage caused on Asgard by Malekith's Venom-mutated Dark Elves. After the villains retreat, Thor takes Jane and the young heroes to Asgard, where they are instructed by his mother Frigga to destroy the remaining pieces of the Aether to stop Malekith from rebuilding his weapon. While American Son and Thor destroy the pieces located on the Kingdom of the Rock Trolls, Spider-Man, Phoenix Princess and Jane are teleported by Heimdall into Jotunheim, where Loki (on Doctor Octopus' frozen body) has been imprisoned. They battle several Venom-infected Frost Giants and rescue him. The heroes reassemble back to New York in time to battle Octopus and Malekith's army as they also need to destroy their unfinished weapon.

While Thor battles Malekith, Spider-Man and American Son battle Octavius as Phoenix Princess and Jane combine their powers to separate the Asgardian creatures from the Symbiotes and teleport them back to Asgard. Spider-Man and American Son manage to destroy Octavius' helmet and expose his mind to Phoenix Princess' telepathic powers and Jane's magic abilities as they successfully cast a spell which returns Octavius and Loki back to their respective minds. Thor is likewise able to defeat Malekith and destroy his belt with the remaining pieces of the Aether in it and throws him into the portal where his army came from while Spider-Man and American Son destroy the last piece of the weapon, closing the portal. The powerless and weakened Malekith is teleported to the Rock Trolls' Kingdom, where he is vengefully attacked by the Asgardian Elves. Back on Earth, Loki attempts to exact revenge on Octavius for leaving him to perish in his weakened body, but he is stopped by Spider-Man and Thor, who convince him to let him face justice by the hands of Earth's authorities, not by his own. However, outraged by Octavius’ taunts, Loki refuses to listen and impales Octavius with his bionic arms, inadvertently injecting him with another HYDRA serum, which not only gives him a new look, but also cures his deformity and paralysis, giving him strength to escape capture. Loki, taking credit of Octavius' crimes, is sent to prison at Asgard as he prepares to face Frigga's serious lecture. Peter and Thor share thanks for helping each other as they hope for a next team up. Jane gives him, Mary Jane and Harry Asgardian amulets which will allow them to visit the Nine Realms whenever they want and need to before leaving with Thor back to Asgard. Coulson watches Thor and Jane leave before claiming he will, once again, leave his job as Principal for Janitor Stan while he goes off for another classified S.H.I.E.L.D. mission, to which Peter only comments: “Every man with his issues.”.

Previous Episodes

 * Mary Jane mentions having heard of Doctor Foster during a conversation with Tony Stark about Thor, which was during an interview she had with him in Swinging for a Friend, Part 1: Homecoming.
 * Phoenix Princess smacks Loki’s head for the trouble he put Spider-Man in with the “Barbarians of Midtown” and the Avengers, referencing the episodes “Run, Pig! Run!”, on which Loki turned Spider-Man into a pig based on Spider-Ham, leading him to be chased all over Midtown by Skurge and his pack of Executioners, and Season 3 two parter The Avenging Spider-Man, where Loki swaps bodies with him to be an backstabber in the Avengers.
 * Dr. Foster briefly retaliates at Loki by turning his head into a pig head for turning Thor into a frog in Field Trip.
 * The events of the Season 3 two parter The Avenging Spider-Man are mentioned in this episode.
 * Loki was shown having returned to his original body sometime after Spider-Man swapped his and Mesmero's minds in "The Phoenix Awakens" before Malekith swapped his mind with Doctor Octopus'.