Flight of the Iron Phoenix

The 7th 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
 * Iron Phoenix / Gwen Stacy (first full appearance) (first appearance as Iron Phoenix) (joins team)
 * American Son / Harry Osborn
 * Jocasta
 * Iron Spider / Amadeus Cho

Supporting Characters

 * Stark Industries
 * Iron Man / Tony Stark
 * F.R.I.D.A.Y.
 * Rescue / Pepper Potts
 * War Machine / James “Jim” Rhodes (first appearance)
 * S.H.I.E.L.D.
 * Nick Fury
 * Maria Hill
 * Commissioner George Stacy
 * New York Police Dept
 * Detective Ray Cooper
 * Phil Coulson
 * Helen Stacy (first appearance)

Villains

 * Mandarin / Trevor Slattery (first appearance)
 * Ultimo
 * A.I.M.
 * M.O.D.O.C.
 * Aldrich Killian
 * HYDRA
 * Doctor Octopus / Dr. Otto Octavius
 * Arnim Zola

Other Characters

 * J.A.R.V.I.S. (mentioned only)
 * Carly Cooper (single appearance) (photo image) (deceased)
 * J. Jonah Jameson (mentioned only)

Plot
HYDRA agents led by Arnim Zola are battling A.I.M. troops led by M.O.D.O.C. for the same prize: a new high tech device of Stark Industries sold properly for S.H.I.E.L.D.. The two sides are eventually defeated by Spider-Man, Phoenix Princess and American Son and eventually taken into custody by S.H.I.E.L.D. and with Jocasta hijacking the two villains’ components to insure they will not cause damage in the prison. As they check in the warehouse the two terrorist groups were fighting for, the team discovers that there is no Stark Tech device and they find a unknown nano-tech device which somehow tricked Zola and M.O.D.O.C. into brawling across the streets for no reason. A mysterious shadowy villain watches Spider-Man and his friends from his monitors claiming that is only the beginning of his master plan.

Next day, Peter, Mary Jane and Harry accompany Amadeus Cho to a special event being held at Stark Museum, where Cho is willing to introduce his new ideas and inventions for Stark. There, they meet up with their friend Gwen Stacy, who had gotten a job at Stark Industries as Pepper Potts’ assistant and prodigy, and her mother Helen. They also meet her boss Pepper and Stark's business partner and also Harry’s trainer Colonel James Rhodes. Just as they enjoy themselves with the event, the museum ends up invaded by another squad of A.I.M. and HYDRA agents fighting each other for Stark Technology, this time led by Aldrich Killian and Doctor Octopus.

Peter and Mary Jane escort Pepper and Gwen to a safer place while Harry, Cho, Stark and Rhodes fend off the attack as American Son, Iron Spider, Iron Man and War Machine. Peter quickly dons the Spider-Man mantle and Mary Jane quickly morphs to Phoenix Princess as the two join the fight. Pepper and Gwen end up joining the fight as well on the mantles of Rescue and Iron Phoenix. After defeating the two villains, Spider-Man discovers another disc like the one he and his team found after defeating Zola and M.O.D.O.C., deducing that someone is really manipulating A.I.M. and HYDRA to fight each other until they destroy Stark Industries. Stark checks the disc and finds a Dragon image in it, leading him to know that the manipulator is the most lethal of his enemies and the Master of the Ten Rings, Trevor Slattery a.k.a. The Mandarin.

Gwen and Jocasta use their tech to track down the Mandarin’s location and the heroes manage to confront the Mandarin in his palace, the Valley of Spirits. There, they battle hordes of minions and robots under the Mandarin’s control, including the android Ultimo. Spider-Man and Iron Man manage to confront the Mandarin in his room as he reveals his plans to take advantage of the reckless conflicts between A.I.M. and HYDRA so that he can take over Stark’s technology for himself. The villain proves himself a powerful adversary who makes full use of his element bending rings. As Spider-Man and Iron Man battle the Mandarin, Gwen manages to defeat Ultimo and connect Jocasta with its central components, allowing the A.I. to find the Arc Reactor Slattery is working on and disable it. Spider-Man and Iron Man are likewise able to defeat the Mandarin by destroying his Ten Rings one by one and eventually exposing his existence to the world. The teams head back to Stark Industries with the apprehended Mandarin taken into custody by S.H.I.E.L.D., and Gwen, congratulated for her part in the mission, is offered a place in the New Avengers as Iron Phoenix, a role she happily accepts. As his teammates rejoice with Gwen, Peter, with a smile on his face, comments to himself: “A little voice in my head just told me one thing: we’re becoming more than just a team. We’re becoming a big happy family.”.

Previous Episodes

 * Spider-Man mentions Zola having tried to convert S.H.I.E.L.D. to the image of HYDRA in Season 3 Web Warriors episodes S.H.I.E.L.D. Academy, Attack of the Synthezoids and The Revenge of Arnim Zola.
 * It is mentioned by Gwen that, sometime after he was taken of prison, Jameson was badly beaten in his cell by Detective Cooper, who lost his daughter Carlie during the sokovian Spider-Slayer rampage, confirming Carlie as one of the incident’s victims as confirmed by Stark in Swinging for a Friend.

Voice Actors

 * Drake Bell as Spider-Man / Peter Parker
 * Ashley Johnson as Phoenix Princess / Mary Jane Watson
 * Matt Lanter as American Son / Harry Osborn
 * Mae Whitman as Iron Phoenix / Gwen Stacy
 * Eric Bauza as Iron Spider / Amadeus Cho
 * Adrian Pasdar as Iron Man / Tony Stark
 * Jodi Benson as Rescue / Pepper Potts
 * Phil LaMarr as War Machine / James "Rhodey" Rhodes
 * Jennifer Hale as Light Phoenix, F.R.I.D.A.Y.
 * Ron Perlman as The Mandarin
 * Tom Kenny as Doctor Octopus