Another alternate plot for the fourth season of Marvel Comics Animated TV Show Ultimate Spider-Man, which begins with an alternate ending for the Ultimate Spider-Man vs. the Sinister 6 episode Anti-Venom and goes on with the second part of the season renamed Ultimate Spider-Man and the New Avengers. The show is also connected to the alternate story of Avengers: Ultron Revolution.

The Alternate Ending of Anti-Venom

The alternate ending of Anti-Venom starts with the moment Spider-Man, Agent Venom and Harry Osborn (as the Patrioteer) fall in Doctor Octopus’ trap, on which Harry ends up bonded with the Anti-Venom symbiote. As Spider-Man works to keep his mutated friend occupied as Doctor Octopus watches amused, Agent Venom uses one of Spider-Man’s devices to call for help. Eventually, Spider-Man gets help to deal with Octavius and Anti-Venom from Iron Man, Ant-Man, Hulk and She-Hulk. While Iron Man and Hulk keep Doctor Octopus occupied, Ant-Man works to restore Agent Venom’s damaged symbiote while She-Hulk helps Spider-Man with Anti-Venom. While She-Hulk holds him down, Spider-Man finds himself in need of revealing to Harry his identity of Peter Parker to get the symbiote out of him and She-Hulk scares the organism away. Just then, Harry uses an S.H.I.E.L.D. nanotech device built by Peter which grants him an upgraded version of his armor (on which he renames himself the American Knight) and the heroes continue the fight against Doctor Octopus. Suddenly, a mysterious white hooded metahuman with Telekinetic and Telepathic powers appears and acquires an unknown artifact stolen by Hydra after restraining Octavius and before leaving. Back in the Triskelion, Harry complements himself happy to know that both his best friend and their hero were with him in the same place in the same time all along and finds himself surprised when he becomes aware that everyone they both knew in Midtown High (with exception of Mary Jane Watson and Liz Allan) are all superheroes when Agent Venom reveals himself as Flash Thompson. Meanwhile, the Anti-Venom symbiote finds a new host in a unhappy Daily Bugle reporter named Eddie Brock and secretly fuses with him. As they speak with Stark, Lang, Hulk and She-Hulk, Peter and his allies ask themselves questions of who was that mysterious metahuman they saw in the Hydra Docks and what unfinished businesses she had with Octavius.


Ep. Num. Title Plot
Ultimate Spider-Man vs. the Sinister 6
09 Menace No More, Part 1: Phoenix Heart Following the previous episode, Spider-Man and his teammates (consisting on the Web-Warriors, White Tiger, Iron Fist, Triton and now joined by Harry Osborn as the American Knight) work to solve the mystery of the White Hooded Metahuman who unexpectedly helped them defeat Doctor Octopus in the Docks. This quest leads them to an ancient Inhuman temple, where the White Hooded metahuman reveals herself as the mutant member of the X-Men Jean Grey, who requests their help on repowering the Phoenix Badge, the artifact she retrieved from Hydra, and use it to reawaken Light Phoenix (the opposite twin of the Dark Phoenix entity). The young heroes also end up encountering Spider-Man’s old friend Black Cat and the new Inhuman Inferno, who is hiding from the obsessed eyes of Hydra Forces led by Crossbones and Madame Hydra, who had weaponized Winter Soldier and Vulture ad transformed Dr. Betty Ross into the Red She-Hulk. Meanwhile, Mary Jane Watson and Liz Allan cooperate with Betty Brant on the Superhuman Preservation Act (a contract which will get humanity to make peace with Mutants and Inhumans) to win an Contract Election against J. Jonah Jameson, who is determined to keep Daily Bugle from falling out of business, on the Superhuman Registration Act (a contract which will get superheroes to registrate their identities to public and reduce their vigilante activities (turns out to be actually just a plot to antagonize superheroes)).


  • After being empowered by the Phoenix Badge, Spider-Man gets a new upgraded version of his suit, which also gets a new look.
  • Right after the SPA wins over the SRA and J. Jonah Jameson is pointed out as a criminal fugitive, Mary Jane and Liz learn that Peter is Spider-Man and Harry is American Knight respectively.
10 Menace No More, Part 2: Freedom for all Meta Humankind After a friendly (and later romantic) talk in the streets, Peter and Mary Jane join their friends (including Peter's First teammates, the Web Warriors, Harry and Liz) in Aunt May’s home to celebrate her birthday party. To make the day even better, Peter gets a surprise visit by the Avengers (Captain America, Iron Man, Black Widow, Captain Marvel, Ant-Man and She-Hulk) as well as Avengers Academy trainee Reptil and the new Inhuman Kamala Khan (also known as Ms. Marvel), who went to congratulate Peter for helping Betty Brant win the Contract Election and get humans to make peace with Mutants and Inhumans and eventually join the party. Meanwhile, the President attends to Thor and Hulk’s suggestions of what needs to be done to maintain peace between humans and metahumans while Black Cat relentlessly exposes the faces of the true criminals in New York, to the great displeasure of rogue C.I.A. member Truman Marsh, who had become the liaison of Doctor Octopus’ New Sinister Six and turns out to be another menacing villain the Avengers fought against in disguise.
11 Menace No More, Part 3: The Sinister Revolution Spider-Man and his allies work to buy Light Phoenix time to awaken from her temple and defeat Ultron, who had plans to begin the Ultron Revolution by putting humans and metahumans against each other (which failed because of Spider-Man’s indirect interference) and is now manipulating the Sinister Seven (Doctor Octopus, Kraven the Hunter, Electro, Rhino, Arthur Toomes (a.k.a. Iron Vulture), Scorpion and Ultimate Green Goblin) and Hydra Forces using a Synthezoid/Venom Symbiote hybrid virus which threatens to spread across the city. The symbiote infection suddenly causes Eddie Brock to be transformed into Anti-Venom and join the symbiotes’ rampage.


  • The Light Phoenix entity eventually finds the suitable host on Mary Jane Watson.
  • Liz Allan is given full control by a Ultron Symbiote which is converted to her mind and will by Harry (with help from Ant-Man)
  • The New Warriors and Web Warriors end up becoming the New Avengers.
Ultimate Spider and the New Avengers
12 Captain Spider After he and his teammates battle Baron Zemo and his Hydra Patrol, Spider-Man discovers that his short but prominent bond with the Phoenix Force has awakened an indirect connection between him and Captain America. With help from Jean Grey, Peter experiences a Virtual Reality Adventure to learn how it feels to be Captain America, while American Knight, White Tiger, Nova, Ms. Marvel and Power Man, aided by Captain America’s prodigy Jessica Jones (a.k.a. Jewel), infiltrate one of Oscorp’s Civil Facilities to learn the origins of the Lab Spider responsible for Peter’s arachnid powers.

Outcome: The lab spider responsible for Peter’s arachnid powers is revealed to have been created with the Super Soldier Formula used for the creation of Captain America.

13 Burning Love Having fully learned to control her Phoenix powers, Mary Jane begins her superhero lifetime on the alter-ego of Phoenix Princess while Liz Allan, having learned to master her Synthezoid-Symbiote, begins a superhero career of her own as Cyberstar. As the two girls work with their boyfriends Spider-Man and American Knight in their respective superhero mantles, the New Avengers and Avengers work to deal with Hydra forces led by Baron Zemo and Madame Hydra, who are planning to steal Animal-based Formulas created by Doctor Octopus and craft more weapons using Chitauri technology.
14 Extreme Matter After fighting off another Hydra patrol commanded by Viper and Zola, Peter takes another of his old friends (who is Felicia’s best friend and Jessica’s adopted sister) Angelica Jones  for a trip in the Triskelion as they work to study her newly developed Matter Manipulating powers at the same time the others stand by Dr. Jane Foster, who had been affected by small degrees of Matter after the battle with Ultron’s spawns. Things get harder when Viper leads her Hydra agents to an direct attack on the Triskelion to steal Doctor Connors’ new experiment and capture Harry and his father Norman. All seems difficult for the Avengers until Angelica and Doctor Foster are merged together by their respective Matter energies and become the new super heroine Firestar.
15 Symbiote World A failed Oscorp experiment with a Symbiote extracted from a meteorite which crashed on Earth results in the organism turning the entire S.H.I.E.L.D. building Eddie Brock hospitalized in into a massive Symbiote Hive. The New Avengers work alongside the Guardians of the Galaxy to destroy the symbiote before its spawns can escape and infect the world. But along the way, they must contend with Anne Weying (who was transformed into the monstrous She-Venom), Brock (whose Anti-Venom symbiote is slowly regaining full strength), and Hydra forces led by Viper, Crossbones and Baron Strucker (who was corrupted by the Carnage Symbiote), who plan to take over the symbiote and use it as the ultimate weapon.
16 Return to Spider-Verse, Part 1 Spider-Ham, Spyder-Knight, and Miles Morales' mother Rio suddenly appear at Peter Parker's house. Upon being brought to K'un-L'un by Iron Fist, the New Avengers meet with Nick Fury, Doctor Strange, and Madame Web, who states that the shattering of the Siege Perilous scattered its fragments to many dimensions, and if they are not collected in time, many universes will crash onto another, and eventually, all of the universes would be destroyed. Using two shards of the Siege Perilous which were found in a Inhuman City and in a Hydra ship, Spider-Man and his team are sent on a trip to the different dimensions to collect the shards. Spider-Man and the Web Warriors stop in a Victorian era-themed world which is currently infested with vampires, where they must help the vampire-hunting superhero Blood Spider get the first shard from the Lizard King and his most trusted hunter Wolf. Phoenix Princess and the rest of the team stop in the Noir reality, where they collaborate with the Noir versions of Spider-Man, Captain America (here called “Sergeant America”) and Hulk (here called Mr. Fixit) get the shard from Noir versions of Red Skull and Green Goblin. Along the way, Mary Jane senses a potential threat within the multiverse and it is not too far away from where Peter and the Web Warriors are.
17 Return to Spider-Verse, Part 2 Now that the New Avengers have to contend with Wolf Spider to get to the Siege Perilous fragments, they work to find them before Wolf Spider does. The Web-Warriors’ next stop is a Wild West dimension where they meet the spider-themed cowboy Webslinger who lost his Uncle Ben who was a sheriff when Doc Ock Holliday attempted to steal the town’s gold. Now they help Webslinger and Sheriff America (the Western version of Captain America) fight Doc Ock Holliday and his crime-partner Phantom Rider who previously repelled Wolf Spider. At the same time, Phoenix Princess and the rest of the team stop in the medieval-based world where they help Spyder-Knight and medieval versions of Thor and Iron Man take down Fin Fang Foom to save Princess Marion (Mary Jane’s medieval counterpart), get the shard from him and save York. Along the way, Mary Jane senses another hero travelling across dimensions and he is not too far away from where Peter and the Web Warriors are.
18 Return to Spider-Verse, Part 3 Now confident that they have the mysterious new hero the Phantom Spider helping them, the New Avengers continue their quest in searching for the Siege Perilous' shards. Spider-Man and the Web-Warriors stop in a Dystopian-looking reality, where they help Spider-Punk, G-Bear (a rockstar version of the Hulk) and a rockstar version of Star-Lord save America from the tyranny of President Ozzy Osborn and his V.E.N.O.M. troops and get the shard, while Phoenix Princess and the rest of the New Avengers stop in the 2099 reality, where they team up with the 2099 Avengers (consisting of Spider-Man (Miguel O’Hara), El Diablo (an evolved version of Devil Dinosaur), Captain Marvel (Sharon Ventura) and Iron Man (Andros Stark) to defeat Maestro (a villainous older version of the Hulk) and Baron Zemo and get the shard before Wolf Spider does. Along the way, Mary Jane progressively senses a deep dark connection between Wolf Spider and Peter Parker. She is only confident, however, that the same is in Phantom Spider, which Peter himself seems to be aware of.
19 Return to Spider-Verse, Part 4 Close to get the final shards, the New Avengers are gathered together in Miles Morales’ home reality where they meet spider-powered versions of Gwen Stacy, who has been covering for Kid Arachnid with the help of this world's Aunt May while aiding her father in fighting crime, and Mary Jane Watson, who has replaced the currently retired Natasha Romanoff as the Black Widow. When Wolf Spider gets involved by holding Rio Morales hostage, the team works alongside the Ultimates (consisting of Captain America, She-Hulk, Falcon and Thor) to stop Wolf Spider and the remaining members of the Goblin’s Sinister Six (Electro, Kraven, Vulture, Viper and Doctor Octopus), who seek the Siege Perilous to destroy the other versions of Spider-Man and reign supreme. They discover that Wolf Spider is an evil Peter Parker planning to drain the energies of every spider hero from other worlds and that Baron Mordo, who was entrapped inside a shard of the Perilous after his apparent demise during Doctor Octopus' recruiting of Green Goblin, is planning to do the same for himself and a battle between the two villains issues. Following Wolf Spider and Baron Mordo's defeats, Spider-Gwen and Black Widow exact to organize their world's Web Warriors to honor their world’s deceased Peter Parker (whose spirit was the new hero Phantom Spider all along). In the aftermath of the Siege Perilous' reassembly, Kid Arachnid and Rio emigrate to Spider-Man's reality.
20 Deep Secrets, Part 1 While fighting alongside Captain America against Viper and Crossbones, Spider-Man and Phoenix Princess meet with their classmate Cindy Moon, a young woman whose spider powers were enhanced by her Inhuman DNA and is now operating as a new Spider heroine named Silk. The trio team up with Silk to help Scarlet Spider solve more secrets about his past and Hydra’s plans with him. This quest leads them to an epic battle with Kaine, a deformed Spider-Man clone which needs to feed on other organic beings to survive and grow stronger, as Doctor Octopus, who reveals that Hydra Island (which had seemingly been destroyed after the battle involving Ultron) is still active beneath the ocean, seeks to recover his stolen research.
21 Deep Secrets, Part 2 Because Arnim Zola stole Doctor Octopus' research, Spider-Man, Phoenix Princess, Captain America and Scarlet Spider infiltrate Doctor Octopus’ submarine as they exact to sneak into Hydra Island without being noted by Doctor Octopus, who is willing to retrieve his research as Zola reawakens. The group however must also contend with the Delta-Nine Synthezoids, a Spider-Slayer team of Spider-Man/Synthezoid hybrids consisting of Bone Spider, Goliath Spider and Ghost Spider (The Delta-Nine Synthezoids are part of Arnim Zola's Weapon S program which Scarlet Spider was created as part of), and also Attuma and his rogue Atlantean forces, who plan to take over Hydra Island as their own fortress after being banished from Atlantis. Silk rounds up Spider-Man’s fellow trainees and the original Avengers (Iron Man and Black Widow) to meet up with Spider-Man and Captain America. Spider-Man and Phoenix Princess discover a M'Kraan Crystal within the Island and use it to help create their A.I. Jocasta, who also helps the heroes defeat Zola.
22 Ride of the Last Valkyrie While they collaborate with their teammates and Thor in defeating Grandmaster (who is manipulating Olympian and Asgardian beasts in fighting each other on Earth with help from Amora the Enchantress and Ares the God of War, threatening to cause collateral damage), Spider-Man and Phoenix Princess look after Tarene Olson, a young girl who proves herself as worthy as Thor to wield Mjölnir and is also known by the Asgardians as the “Last Valkyrie” (after the entire Valkyrie force was wiped out by Hela long years ago), and train her as the Midgard Valkyrie. Spider-Man and Thor must also contend with the proud ambitions of Hercules, who is competing with the two heroes over “the worthiness of being a hero” after he feels demoralized by Tarene by being saved by her during a fight against Abomination.
23 African Cats Black Panther collaborates with the New Avengers in stopping Doctor Octopus and the Frightful Four, who are competing against Man-Ape and the White Gorilla Cult over an powerful relic which grants the user the power to control every metal in the world, including Vibranium. During their mission, Spider-Man’s teammates also learn more about Felicia Hardy’s past and origins as Black Cat in Wakanda.
24 The Reality of Christmas On Christmas Eve, Spider-Man and his teammates aid the Avengers (Ant-Man, She-Hulk and Vision) and Doctor Strange on retrieving the Reality Stone, which ended up attached to the tiara of Scott’s daughter Cassie Lang, which caused her dreams to become a childish reality which is slowly causing mayhem on New York. The heroes must also contend with Spider-Man and Strange's old foes Mysterio and Kaecilius, who are competing with the Avengers (and each other) over the power of the Stone.
25 One More Day, Part 1: Right Back Where We Started From As he and his teammates prepare to graduate from S.H.I.E.L.D. Academy, Peter overhears concerned that Cletus Kasady, the first human criminal he apprehended in the beginning of his career as Spider-Man, has escaped jail. Spider-Man works his way to find him and capture him before he can take away any innocent life, but he must still contend with Doctor Octopus and his new incarnation of the Sinister Six (consisting of Scorpion, Electro, Kraven the Hunter, Crossbones (who was brainwashed as the new Lizard) and a brainwashed Iron Vulture), who are going for one last attempt to destroy the Wall Crawler and Norman Osborn once and for all, unaware of the chaotic threat which Kasady, who was considered as Octavius’ greatest mistake in Oscorp, will become.
26 One More Day, Part 2: The Ultimate Test Both Doctor Octopus and Norman Osborn witness the concluding result of their past mistakes when Cletus Kasady, now bonded with the last surviving fragment of the Carnage symbiote as the Carnage King, possesses Scorpion, Electro, Kraven the Hunter, Crossbones and Iron Vulture to form the “Carnage Six” and goes for a rampage across New York. While his teammates spread out to stop the symbiote-infected members of the Six, Spider-Man and the repentant Doctor Octopus and Iron Patriot pursue Kasady himself in order to stop his threat once and for all. Right after Spider-Man’s teammates defeat the other members, however, Kasady still manages to subdue Octavius and Osborn and drain their tech, becoming the Ultimate Carnage in progress, and gains the upperhand on Spider-Man. But when he tries to drain Spider-Man off his lifeforce as well, Kasady is overwhelmed by Peter’s Phoenix enhancement (which cannot be found or taken, only earned), giving Spider-Man an advantage to defeat Kasady and destroy his symbiote, ending his threat once and for all. As Kasady is taken to permanent custody, Doctor Octopus, remorseful of what he unleashed, is taken to prison by Iron Man as Osborn retires from his role as Iron Patriot and Spider-Man and his teammates successfully graduate and become new teachers in S.H.I.E.L.D. Academy. After some talk with Captain America, Agent Hill, Director Fury and Aunt May and another romantic moment with Mary Jane, Peter continues his duties as the leader of the New Avengers, satisfied to have finally become what he trained in S.H.I.E.L.D. to be: the Ultimate Spider-Man.

Voice Cast

Main Cast

Supporting Cast

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