Animal Instincts (USM Episode)

The 17th 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
 * Jocasta
 * White Tiger / Ava Ayala
 * Squirrel Girl / Doreen Green
 * Tippy Toes
 * Monkey Joe
 * Black Cat / Felicia Hardy
 * Scarlet Spider / Ben Reilly
 * Sun-Eagle / Audrey Toomes
 * Ka-Zar
 * Zabu

Supporting Characters

 * Avengers
 * Black Panther / King T’Challa
 * Falcon / Sam Alexander
 * Redwing
 * Tigra / Greer Grant
 * Hawkeye / Clint Barton
 * Agents of S.M.A.S.H.
 * Skaar
 * Devil Dinosaur
 * Sun Hawk / Adrian Toomes
 * Mockingbird / Barbara “Bobbi” Morse
 * Wolverine / James “Logan” Howlett
 * Inhuman Royal Family
 * The Werefox / Rosy Barsi
 * Lockjaw

Villains

 * Kraven the Hunter
 * Arkon the Hunter (dies)
 * Grandmaster
 * Viper Empress / Madame Hydra / Ophelia Sarkissian
 * Mecha Rhino / Glenn Talbot
 * Beetle / Abner Jenkins
 * Iron Vulture / Arthur Toomes
 * The Griffin / John Horton
 * Sauron / Karl Lykos
 * Man-Ape / M’Baku
 * Sabretooth / Victor Creed
 * Ultron (mentioned only)

Other Characters

 * Taneleer Tivan, The Collector
 * Justin Hammer

Plot
Spider-Man and Phoenix Princess are watching Squirrel Girl as she plays fetch with Devil Dinosaur and Lockjaw in the Hammer Factory where the team fought Ultron. They are approached by Falcon and Tigra, who admire Squirrel Girl's big compassion with not only squirrels, but other animals as well. The couple also introduces Peter and Mary Jane to the Avengers’ new recruit King T’Challa of Wakanda a.k.a. Black Panther, who voices his impression with Spider-Man's dedication with the team. Suddenly, Devil Dinosaur senses something wrong coming from Savage Land and wants to go back there. Using one of S.H.I.E.L.D.’s Watchover Drones, they find Kraven and alien bounty hunter Arkon, who had captured the alien game master Grandmaster and taken over his Cosmic Staff.

Kraven takes over the drone and uses it to announce the Wild Beast Tournament, a battlefield game similar to the Contest of Champions on which Animal-Themed Superheroes and Supervillains must fight each other until the winner is declared the Ultimate Alpha Predator. Using the Cosmic Staff, Arkon summons several Animal-themed metahumans (consisting of Spider-Man, Squirrel Girl, White Tiger, Scarlet Spider, Sun Hawk, Sun Eagle, Skaar, Black Panther, Devil Dinosaur, Ka-Zar, Zabu, Falcon, Tigra, Wolverine, Hawkeye, Mockingbird, Werefox, Lockjaw, Viper Empress, Mecha Rhino, Beetle, Iron Vulture, The Griffin, Sauron, Man-Ape and Sabretooth). Only Phoenix Princess, Redwing (due to their Phoenix Force bond) and Black Cat (for not being based on a Wild Animal) are not included, but they manage to reach the Savage Land without being noticed by the two hunters as they formulate a plan to free the island from the Tournament, even if it means to destroy the Staff. At the time, Spider-Man and his allies find themselves with no other options but to follow the Contest's rules, saying: “Either we win or lose.”.

The Tournament begins with Spider-Man, White Tiger, Werefox, Hawkeye and Skaar against Beetle and Mecha Rhino in the “Last Man Standing” event, on which each contestant must defeat his/her adversaries until the last of them is removed from the game, Scarlet Spider, Tigra, Squirrel Girl, Sun-Hawk and Falcon against Viper Empress, Griffin and Iron Vulture in the “Predator Hunt” event, on which the contestants must capture the target animals (Devil Dinosaur, Lockjaw and Zabu) to win (the heroes choosing to save the animals and the villains planning to kill them), and Black Panther, Wolverine, Sun-Eagle, Mockingbird and Ka-Zar against Man-Ape, Sabretooth and Sauron in the “Survival of the Fittest” event, on which the contest fight each other and the wild animals of Savage Land to survive. As the game goes on Phoenix Princess, Black Cat and Redwing make their way to the mountaintop, where Grandmaster is being held prisoner as they overcome traps set by Kraven. They reach the Staff, but are discovered by Kraven and Arkon, who summon Venom mutated Fenris Wolves to attack them and the whole Island.

Back in the game, right after he and his teammates win the battle and defeat the villains, Spider-Man notices Phoenix Princess, Black Cat and Redwing fighting Kraven and Arkon's minions in the mountain and, followed by Devil Dinosaur, Black Panther and Falcon, goes on to their aid while the rest of their teammates keep the Wolves occupied. Noticing the failure of his plan, Arkon attempts to escape with the Staff, but he is betrayed by Kraven, who takes over the Staff by himself and transports Arkon into the Sun to his death. Kraven battles the Phoenix with the Staff's power, but is incapacitated and defeated by Spider-Man and Black Panther while Devil Dinosaur crushes the Staff while battling the Fenris Wolves. Grandmaster is freed from his imprisonment, but is furious with the destruction of his Staff. Before he can do anything with the heroes, the Collector appears and stops him, forcing him to leave Earth. Before leaving as well, the Collector assures Spider-Man and his friends that he will make sure that Grandmaster will not invade Earth for any other of his games and that he will be playing normal Earthy games instead. Back on New York, Squirrel Girl continues playing fetch with Devil Dinosaur while Lockjaw returns to Attilan. Black Panther exchanges honorful banters with Spider-Man, voicing his impression with Peter's potential respect and care for animals, to which Peter replies that he did learn many lessons about them during his experiences and adventures. As the heroes continue enjoying themselves, they are confronted by Justin Hammer, who demands them all to leave his facility regardless how wrecked it is, until Devil Dinosaur drops a tree log, which Squirrel Girl was using to play fetch with him, over Hammer, much to his embarrassment and everyone's amusement.

Previous Episodes

 * The heroes compare the Wild Beast Tournament with the game played by The Collector and Grandmaster in the four-parter Contest of Champions.
 * Hammer is shown having been liberated from his imprisonment after his arrest in Six to Six.