Ultimate Alliance (USM Episode)

The two-parter series finale episode of the alternate fourth season of the 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 Entity
 * American Son / Harry Osborn
 * Cyberstar / Liz Allan
 * Jocasta
 * White Tiger / Ava Ayala
 * Nova / Sam Alexander
 * Black Cat / Felicia Hardy
 * Agent Venom / Flash Thompson
 * Kid Arachnid / Miles Morales
 * Iron Spider / Amadeus Cho
 * Scarlet Spider / Ben Reilly
 * Firestar / Angelica Jones
 * Scarlet Witch / Wanda Maximoff
 * Iron Phoenix / Gwen Stacy
 * Sun-Eagle / Audrey Toomes
 * Jewel / Jessica Jones
 * Miss Marvel / Kamala Khan
 * Inferno / Dante Pertuz
 * Ka-Zar
 * Zabu
 * Triton
 * Cloak / Tyrone Johnson
 * Dagger / Tandy Bowen
 * Squirrel Girl / Doreen Green
 * Tippy Toes
 * Monkey Joe
 * Torgo
 * Typhon the Elemental Beast

Supporting Characters

 * Avengers
 * Captain America / Steve Rogers
 * Iron Man / Tony Stark
 * F.R.I.D.A.Y.
 * Thor
 * Hulk / Dr. Bruce Banner
 * Black Widow / Natasha Romanoff
 * Hawkeye / Clint Barton
 * Falcon / Sam Wilson
 * Redwing
 * Tigra / Greer Grant
 * Black Panther / T’Challa
 * Captain Marvel / Major Carol Danvers
 * Ant-Man / Scott Lang
 * Wasp / Hope Van Dyne
 * Agents of S.M.A.S.H.
 * She-Hulk / Jennifer “Jen” Walters
 * A-Bomb / Ricky Jones
 * Skaar
 * Red-Hulk / General Thunderbolt Ross
 * Queen Andrea Carter
 * Phoenix Warriors
 * Summer Knight / Bucky Barnes
 * Red She Hulk / Dr. Betty Ross
 * Sun-Hawk / Adrian Toomes
 * Spitfire / Jacqueline Falsworth
 * Stark Industries
 * Rescue / Pepper Potts
 * War Machine / James Rhodes
 * S.H.I.E.L.D.
 * Nick Fury
 * Maria Hill
 * Phil Coulson
 * Commissioner George Stacy
 * Dr. Curt Connors
 * Dr. Helen Cho
 * Midgard Enchantress / Jane Foster
 * Man-Wolf / John Jameson
 * Nova 1 / Richard Rider
 * Mockingbird / Bobbi Morse
 * Sinister Six (disbanded)
 * Doctor Octopus / Otto Octavius (Death)
 * Kraven the Hunter (Death)
 * Electro / Max Dillon (Death)
 * Mysterio / Quentin Beck (loses Power Helmet)
 * Hydro-Man / Morris Bench (death)
 * Mecha Rhino / Glenn Talbot (death)
 * Big Hero 6
 * Hiro Hamada
 * Go Go Tomago
 * Honey Lemon
 * Fred
 * Wasabi
 * Baymax
 * X-Men
 * Professor X / Professor Charles Xavier
 * Wolverine / James “Logan” Howlett
 * Jean Grey
 * Cyclops / Scott Summers
 * Emma Frost
 * Rogue / Anna Marie
 * Storm / Ororo Munroe
 * Beast / Dr Hank McCoy
 * Fantastic Four
 * Mister Fantastic / Dr. Reed Richards
 * Invisible Woman / Susan “Sue” Storm
 * Human Torch / Johnny Storm
 * The Thing / Ben Grimm
 * Inhuman Royal Family
 * Black Bolt
 * Medusa Amaquelin
 * The Werefox / Rosy Barsi
 * Lockjaw
 * Gorgon
 * Guardians of the Galaxy
 * Star-Lord / Peter Quill
 * Gamora
 * Drax the Destroyer
 * Rocket Raccoon
 * Groot
 * Doctor Strange / Dr. Stephen Strange
 * Hulkling / Theodore Altman
 * Wiccan / Belle Kaplan
 * Devil Dinosaur
 * Sandman / Flint Marko
 * Anti-Venom / Eddie Brock
 * Dark Phoenix / Ashley Kafka
 * Dark Phoenix Entity
 * Taneleer Tivan, The Collector

Villains

 * HYDRA
 * Red Goblin / Red Skull / Johann Schmidt (death)
 * Wolf Spider / Peter Parker (first appearance) (joins team) (death)
 * Viper Empress / Madame Hydra / Ophelia Sarkissian (death)
 * Arnim Zola (death)
 * Carnage (destruction)
 * Carnage Strucker / Baron Wolfgang Von Strucker (death)
 * Titus (death)
 * Chitauri Warriors (get and lose Symbiotes) (death)

Other Characters

 * Aunt May
 * Anna Watson
 * Helen Stacy
 * Rio Morales
 * Norman Osborn
 * Anna Maria Marconi
 * Alex O’Hirn
 * Arsenal

Part 1, The Wolf Spider of Midtown Street
Spider-Man is swinging around New York until he is attacked by a Dark-hooded mysterious vigilante who shares some of his same powers. After a short fight, the vigilante introduces himself as Wolf Spider and, to the Wall Crawler's shock, claims that he is aware of his identity of Peter Parker. Just as Peter’s comrades arrive, however, Wolf Spider disappears. Meanwhile, Red Goblin is watching Earth from the Negative Zone whispering: “Our time is coming to an end, Americans.”.

Back in Midtown High, Principal Phil Coulson announces to his students that they have one month left before Graduation Day. Peter and his classmates have been busy with crime fighting, but they also had worked their way well with their lessons and are ready to graduate. As their friends discuss about how they will celebrate their Graduation Party, Peter and Mary Jane have another peaceful moment alone as both are almost unsure if everything they have ever accomplished previously will be remembered even after they retire from their superhero duties. They are approached by Captain America, who consolidates them, claiming that, as long as all everyone remembers the lessons they learned, they will be remembered. Mary Jane also notices Peter’s concern about being unable to know of his new enemy as much as he knows him. And by noticing a proud but saddened Anna Maria Marconi, Spider-Man visits Doctor Octopus in his cell at the Raft and this time, revealing his identity to him. Octavius angrily reprimands Peter for presumably having forgotten about how it feels to be hated as an abomination and for having everything while Otto has nothing left. But Peter replies that he does still know how it feels and tells Otto that despite everything he did and made others do, there is still one person who loves Otto and shows him a holographic footage of Anna Maria having a moment with Otto (while he was unconscious after the Carnage outbreak) in his cell, and Otto reacts tearfully after hearing Marconi’s heart feeling speech. Peter’s moment with Octavius is interrupted when S.H.I.E.L.D. agents spot a portal to the Negative Zone opening in the skies.

From the Negative Zone, numerous Venom-mutated Chitauri emerge and go for a rampage which starts in the Raft, indirectly resulting in a small breakout which releases the members of the Sinister Six, including Doctor Octopus out of his cell. While Spider-Man and Captain America assemble the New Avengers to help S.H.I.E.L.D. battle the infestation, the other members of the Six exact to take advantage of the situation and run away, but Octavius, regarding Peter’s conversation with him, convinces them that despite everything they have done and all the battles they had with Spider-Man’s friends, they can still redeem themselves, to which the Six end up agreeing to help the heroes stop the Chitauri invasion. While the others work to keep the city safe, Spider-Man, Phoenix Princess, Captain America and Doctor Octopus head into the Negative Zone portal and battle their way towards the Chitauri Main Flagship. There, they are confronted by Wolf Spider, who is revealed to be, not only HYDRA’s newest agent, but also a dark parallel counterpart of Spider-Man’s.

While Spider-Man holds Wolf Spider off, Captain America, Phoenix Princess and Doctor Octopus battle their way towards the portal project and implants numerous bombs and set them to destroy the ship. Just as he overpowers his evil counterpart, Spider-Man exacts to follow the group as they are about to evacuate the ship, but not before their pod is damaged by Wolf Spider with a Chitauri gun. Spider-Man eventually exits the pod and moves it towards the portal, though he is also knocked off by a debris as he is left behind in the Zone. Peter is suddenly confronted by Red Goblin, who is using a duplicate of the Tesseract to keep the mutated aliens on his control. Goblin diabolically mocks that Peter has no one else left and is alone now. Peter still stands up, on position to fight him, saying: “It doesn’t matter. You’re still not gonna win.”.

Part 2: One More Day
Still trapped in the Negative Zone, Spider-Man continues battling the Tesseract-empowered Red Goblin while his fellow New Avengers and the Sinister Six continue battling the Venom-Chitauri. Just as Red Goblin gains the upperhand and is about to finish him off, Peter is unexpectedly aided by Anti-Venom and Dark Phoenix, who decided that they can still redeem themselves despite losing everything on Earth. Peter is likewise reunited with Mary Jane, Captain America, Queen Andrea and the still redeemed Doctor Octopus, who are all ready to stop the Goblin once and for all.

Though pleased to see his allies with him again, Peter initially believes that his teammates are still outnumbered even with the Mothership destroyed, but Captain America also reveals that he had Jocasta trigger the “Ultimate Alliance Program”, which is used to summon all heroes the young heroes had worked alongside with to help stop HYDRA’s threat, including the original Avengers (Iron Man, Hulk, Thor, Black Widow, Daredevil, Hawkeye, Falcon, Tigra, Redwing, Black Panther, Captain Marvel, Ant-Man, Wasp, She-Hulk and Vision), the Phoenix Warriors, the Agents of S.M.A.S.H., the X-Men, the Big Hero 6, the Guardians of the Galaxy, the Fantastic Four, the Inhuman Royal Family, Doctor Strange, Hulkling, Wiccan, Sandman, Devil Dinosaur and the Collector, all together to save Earth.

The battle continues on Earth, where the heroes defeat countless waves of aliens and work to destroy the gunships, even though the members of the Sinister Six end up killed in battle one by one (with exception of Mysterio, who is saved by Scarlet Witch and Vision and separated from his Illusion Helmet). In the Negative Zone, while his comrades and Doctor Octopus hold down against Red Goblin, Viper Empress, Carnage Strucker and a brainwashed Titus, Spider-Man continues battling Wolf Spider, rejecting his evil self’s claims of the use of Great Power to rule over humanity and deciding to carry on the promise he made to Uncle Ben. Peter eventually webs down one of Wolf Spider’s spider legs and links it into Red Goblin’s chest, causing the Tesseract to absorb and disintegrate Wolf Spider. When the progress begins to weaken Goblin, Spider-Man uses the same technique on Viper, Strucker and Titus, which also results in the three villains’ demise. Though gravely weakened, Red Goblin is still strong enough to fight and Doctor Octopus decides that “the Ultimate Sacrifice must be made”.

Back on Earth, the Chitauri are ultimately wiped out when American Son, Iron Man and Nova successfully direct a nuclear missile towards the Chitauri Mothership and destroy it. Back on the Negative Zone, just as Red Goblin attacks the heroes again, Doctor Octopus impales his chest with one of his tentacles (his Nanotech had enough power to convert technology as well as cripple the Tesseract’s power). As his life force is being slowly drained, Otto bids Peter farewell and urges him to tell Anna Maria he loves her. Both Otto and the Tesseract are ultimately destroyed and Red Goblin is rendered weak and nearly powerless. Mary Jane and Kafka, both having a heard a prophecy saying that “Light Phoenix and Dark Phoenix would come together when an common evil threatens their both dimensions”, combine their Phoenix powers to finally incinerate and destroy the Red Goblin, ending the Red Skull’s existence once and for all. Anti-Venom and Dark Phoenix leave to unknown parts of the Negative Zone while Peter, Mary Jane, Captain America and Queen Andrea return to Earth, where they are greeted by their comrades, who celebrate their victory. In the epilogue, Peter and his teammates successfully graduate from Midtown High and celebrate their victory at the Nest of Helios along with the other heroes while Norman and Dr. Marconi mourn Otto's loss. Peter and Mary Jane are last shown watching the moonlight near the island’s beach and sharing a passionate kiss.

Previous Episodes

 * The footage of Dr. Marconi’s conversation with an unconscious Doctor Octopus, which was recorded by Jocasta in Carnage Vengeance, is shown.
 * The most formidable heroes Spider-Man and his teammates worked with throughout the series previously appear in the episode.

Next Episodes

 * Though this is the final episode of Ultimate Spider-Man and the New Avengers, the story still continues in the multi-part series finale of Avengers: New Heroes’ Time episode “The Infinity Saga”, which has multiple connected parts in a single episode.