Marvel's Spider-Man: Webbed Champion/Brainstorm

Brainstorm is the 10th episode of Marvel's Spider-Man: Webbed Champion.

Featured Characters

 * Spider-Man / Peter Parker (Flashback and main story)

Supporting Characters

 * Tigra / Mary Jane Watson (flashback and main story)
 * Ghost-Spider / Gwen Stacy
 * Kid Arachnid / Miles Morales
 * Spider-Girl / Anya Corazon
 * American Knight / Kevin Walker
 * Nova / Sam Alexander (first appearance)
 * Brawn / Amadeus Cho
 * Captain America / Steve Rogers
 * Iron Man / Tony Stark
 * S.H.I.E.L.D.
 * Yuri Watanabe
 * Max Modell
 * Alpha Owl / Carlie Cooper (first appearance) (flashback and main story) (joins Horizon High)
 * Edith (first appearance)

Antagonists

 * Living Brain / Master Planner / Doctor Octopus / Otto Octavius (single appearance as Living Brain) (flashback and main story)
 * Mysterio / Quentin Beck

Other Characters

 * Inhumans
 * Ms. Marvel / Kamala Khan (cameo)
 * Inferno / Dante Pertuz (cameo)
 * Lion King / Marcus Thompson (cameo)
 * Lin Lie the Sword Master (cameo)
 * Firestar / Liz Allan (cameo)
 * Aunt May (cameo) (flashback and main story)
 * Lady Octopus / Carolyn Trainer (flashback only)
 * Black Panther / T'Challa (mentioned only)
 * Richard Parker (first appearance) (flashback only; deceased)
 * Mary Parker (first appearance) (flashback only; deceased)
 * Ben Parker (flashback only)
 * J. Jonah Jameson (cameo)

Plot
In Horizon High School, Peter Parker is with his friends working on scientific projects for the new science fair at Stark Expo, though he also expresses concern after finding out that Otto Octavius has been orchestrating the recent criminal activities as the Master Planner while Mary Jane Watson assures him that Octavius will be stopped by any means. Just then, they are alerted of numerous fights between rival gangs taking place in individual places in New York. Through his devices, Peter finds anomalies among the riots, all powered by Neuro-Cortex radiation.

Putting on their superhero outfits, Spider-Man and his friends set out to stop the riots to ensure the safety of the endangered citizens. They are also joined by Captain America and Iron Man and young Nova Corps scout Sam Alexander. In the middle of the chase, Spider-Man is contacted by Yuri Watanabe, who informs him that the source of the Neuro-Cortex radiation is coming from the Supervillain Holding Facility. Suspecting that Octavius is setting his plans there, Spider-Man reaches the facility, which is shown to be running out of control. Fighting past against both guards and inmates; all having gone berserk due to Octavius's use of the Neuro-Cortex, Spider-Man is soon joined by Watanabe and Edith, a robotic owl controlled by Carlie Cooper, a genius girl whom Peter befriended during his internship at Stark Industries. Carlie informs them that Octavius is orchestrating the recent chaos through the Living Brain, a robot made from the Neuro-Cortex technology in the facility, and using the energy-focal device he made at Oscorp to begin making his enemies suffer. Through a holographic image of himself, Octavius announces his plan to destroy New York by using the new A.I.M. Helicarrier which he possessed thanks to Chameleon. Under Octavius's command, the Helicarrier approaches New York and sends numerous robots to initiate assault.

As Spider-Man's friends, Captain America and Iron Man work to keep the Helicarrier away from the city, Spider-Man, Edith and Watanabe continue battling their way against Octavius's robots (including Oscorp's Vulture Force) as well as illusions crafted by him with energies of Mysterio. Edith reaches Octavius's cell and finds his yet-inactive body, with Carlie noticing that his consciousness is missing. Meanwhile, Captain America, Tigra and the rest of the team are able to destroy the robots while Iron Man, Nova and Firestar destroy the Helicarrier. Later on, Spider-Man confronts the Living Brain, which (as Spider-Man previously sensed) has become the host of Octavius's consciousness; following his defeat by the hands of Spider-Man and Lady Octopus, Octavius's consciousness had been transferred out of his body and ended up in cyberspace to remain alive before relocating himself into the Living Brain. Acknowledging that Octavius was also planning to swap his mind into his body, Spider-Man manages to hack the facility's security systems and lock himself and Octavius into the room, disabling Octavius's control over the robots and stopping the riots outside. Octavius is more than just confident that his plan is about to succeed, as a determined Spider-Man just replies: "Do your worst.".

With his strongest blast, Octavius attempts to swap his mind into Spider-Man's body. To his confusion and shock, however, his Neuro-Cortex beams have no effect on Spider-Man due to the Vibranium provided for him by Black Panther shielding his armor; a reason why Chameleon and Taskmaster could not mimic Spider-Man's attributes before. Overcoming the beams, Spider-Man manages to disable the Living Brain and, using a Neuro-Cortex container he and Carlie were working on at Stark Industries, absorbs Octavius's consciousness. The now sentient, but still motionless Living Brain begins to overload and enter self-destruct mode, threatening to erupt a explosion which could level the city. Nova arrives in time to drag the robot into space and throw it away from Earth before in explodes, saving the city. With the battle over, Spider-Man returns Octavius's consciousness back to his body and entrusts the contained Neuro-Cortex to Carlie, who is accepted into Horizon High by Max Modell. As his friends enjoy their victory, Peter (through his near experience with the Neuro-Cortex) begins experiencing brief visions of his past, including one with his late parents Richard and Mary Parker, on which he decides that his true work has just begun, and swings away.

Voice Cast

 * Robbie Daymond as Spider-Man / Peter Parker
 * Ashley Johnson as Tigra / Mary Jane Watson
 * Laura Bailey as Ghost-Spider / Gwen Stacy, Mary Parker
 * Nadji Jeter as Kid Arachnid / Miles Morales
 * Melanie Minichino as Spider-Girl / Anya Corazon
 * Tara Strong as Alpha Owl / Carlie Cooper
 * Cameron Bowen as American Knight / Kevin Walker
 * Jack DeSena as Nova / Sam Alexander
 * Eric Bauza as Brawn / Amadeus Cho
 * Roger Craig Smith as Captain America / Steve Rogers, Richard Parker
 * Mick Wingert as Iron Man / Tony Stark
 * Sumalee Montano as Yuri Watanabe
 * Fred Tatasciore as Max Modell, Living Brain A.I.
 * Scott Menville as Living Brain / Master Planner / Doctor Octopus / Otto Octavius
 * Crispin Freeman as Mysterio / Quentin Beck

Trivia

 * The ending of this episode serves as an alternate outcome from the canon version's episode "Living Brain", revealing what would happen if Doctor Octopus's plan to swap bodies with Spider-Man failed.