Phoenix Lake

The 13th 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
 * Iron Phoenix / Gwen Stacy
 * Jocasta
 * Firestar / Angelica Jones
 * Jewel / Jessica Jones
 * Iron Fist / Danny Rand
 * Power Man / Luke Cage
 * Scarlet Witch / Wanda Maximoff (flashback and main story)

Supporting Characters

 * S.H.I.E.L.D.
 * Nick Fury
 * Maria Hill
 * Commissioner George Stacy
 * Liz Allan
 * Jean Grey
 * Captain America / Steve Rogers
 * Kamala Khan (cameo appearance)
 * Dante Pertuz (cameo appearance)

Villains

 * Dark Phoenix (first full appearance)
 * Ashley Kafka (first appearance) (Merges with Dark Phoenix)
 * Anti-Venom (first full appearance) (flashback and main story) (name revealed) (apparent death)
 * Eddie Brock (first appearance) (flashback and main story) (gets and loses symbiote)

Other Characters

 * Redwing (flashback only)
 * J. Jonah Jameson (flashback only) (deceased)

Plot
Commissioner George Stacy is informed by his policemen of J. Jonah Jameson’s (off-screen) death by the hands of fellow inmates who lost their homes and jobs because of him as he spends some time with his daughter Gwen and her friend Wanda Maximoff in the Stark Museum. Though he enjoys his time with her, Stacy is unaware that he is being watched by a mysterious unknown figure hidden in the shadows. Just as he leaves, he is ambushed and attacked by a white symbiote monster calling itself Anti-Venom. And Wanda senses the worst, about the creature: its host is the criminal responsible for attacking Sokovia with the Spider-Slayer.

Just as the monster corners Stacy and prepares to kill him, Anti-Venom is held back by Scarlet Witch and Iron Phoenix until their fellow New Avengers arrive and join the fight. Spider-Man and Phoenix Princess manage to defeat the creature and separate it from its host before destroying it. Mary Jane recognises the symbiote’s host as Eddie Brock, a former photographer who used to work for Daily Bugle until he was fired by Jameson for taking pictures of a falcon (flashback reveals it is Redwing) and not of Spider-Man as he was supposed to. Enraged, Brock exacted revenge on Jameson by stealing one of the Spider-Slayers hidden in Daily Bugle’s underground and use it to attack Sokovia and discredit Jameson, though he ended up bonding with the Anti-Venom symbiote (which was designed by Doctor Octopus to destroy and replace the original symbiote and its offsprings). Brock reacts outraged with Spider-Man and his team for destroying his symbiote, which he wanted to use to finish Jameson off in his prison, implying that he had full control of the symbiote. Hearing this, Commissioner Stacy orders his men to arrest Eddie in the Ravencroft Institute. As she leaves with her team, Mary Jane and her friends are telepathically warned by Light Phoenix that Dark Phoenix is coming.

As the Avengers react stunned with Light Phoenix’s warnings, they approached by Jean Grey and Captain America, who inform them that Dark Phoenix is returning not only because there is still a few Dark Gems left to be destroyed, but also because she is sensing that there is an dark hearted host with a soul opposite to Mary Jane’s. They vow to be prepared to when they face off against the entity. Peter and his classmates decide to enjoy a Prom Party Night at Midtown High, on which they end up meeting with their antisocial classmate Ashley Kafka, who is the only one in the party without her Prom Date. Mary Jane sees in her mind that her Prom Date is Brock and senses that she is the dark hearted soul Dark Phoenix is looking for, on which she decides not to mention what happened to Brock and continue to enjoy the party with her friends. However, after the party ends, Kafka begins to lose her temper and wonder what happened to Brock. Ava and Liz try to calm her down, but when she overhears other teens mentioning Brock as Anti-Venom, Kafka grows even more violently angry, inadvertently giving Dark Phoenix strength to escape her prison and bond with Kafka, much to Mary Jane’s horror.

In possession of Kafka’s soul, Dark Phoenix begins to wreak havoc across the streets and threaten innocent citizens. The New Avengers (aided by Captain America) arrive in the scene in order to stop the entity’s rampage, but are overpowered one by one, leaving Phoenix Princess to fight her alone. The two Phoenixes engage into a deadly fight across the city. Just as Dark Phoenix gains the upperhand and prepares to finish Mary Jane off, Spider-Man saves her life and holds Kafka off, though Dark Phoenix zaps him and badly injures him. Enraged, Mary Jane takes full form of her fiery avatar and overpowers Dark Phoenix. The entity claims Mary Jane cannot separate her from her host, or she will drain her life force and kill her. In response, Mary Jane and Light Phoenix empale a small feather in Kafka which gives her full control over her avatar. Back to her senses, but ashamed of the disaster she caused as Dark Phoenix, Kafka pleads for Mary Jane to find somewhere she can live in peace. Because the Nest of Helios is forbidden for Dark Phoenix, Jean appears and uses the Siege Perilous to transport her into the Negative Zone, where she can live without harming anyone else. Spider-Man, healed and revived by Jocasta, recovers and reunites with Mary Jane as they attend to their friends in S.H.I.E.L.D. Medical Center. Meanwhile, in Ravencroft Institute, as he watches News about citizens cheering on Phoenix Princess’ victory over Dark Phoenix, Brock is shown sit in his cell vowing revenge on Spider-Man and his allies. A close-up in his eyes reveals that some parts of the Anti-Venom symbiote are still alive in his body.

Previous Episodes

 * Eddie Brock is revealed to be the Spider-Slayer pilot who attacked the Sokovian HYDRA Base to discredit Jameson in the two parter Swinging for a Friend.

Next Episodes

 * Eddie Brock’s Anti-Venom (which is hinted in the end of the episode to have survived in him) returns in the Avengers: New Heroes’ Time episode Flaming Thunder.
 * Eddie Brock/Anti-Venom and Ashley Kafka/Dark Phoenix return in the two parter series finale Ultimate Alliance to join the heroes’ battle with the Red Goblin’s army of Symbiote-mutated Chitauri.

Voice Cast

 * Drake Bell as Spider-Man / Peter Parker
 * Ashley Johnson as Phoenix Princess / Mary Jane Watson