Attack of the Synthezoids

The **Attack of the Synthezoids** was a huge attack battle from Marvel's *Ultimate Spider-Man*. It deals with Spider-Man and his team fighting against the evil HYDRA scientist, Arnim Zola and his army of Synthezoids from trying to take over the S.H.I.E.L.D. Triskelion. The battle takes place in the Season 3 two-part special, "Attack of the Synthezoids" and "The Revenge of Arnim Zola."

## History

### Background

It all started with a man named Arnim Zola, an evil scientist who worked for HYDRA during the days of World War II. During those days, he transferred his consciousness into a computer-like robot body thus becoming a living A.I. but both Captain America and the Whizzer stopped him. His body was then kept by S.H.I.E.L.D. years later in the archives of S.H.I.E.L.D headquarters, the Triskelion for research purposes with no one knowing that Zola's consciousness was still in it. But then one day, Arnim Zola was reactivated by Iron Spider on his first day of S.H.I.E.L.D. Academy at the Triskelion when Zola tried hacking into his armor's system which Iron Spider was able to find using a special algorithm to track Zola's location. This allowed Zola to reform his body, escape from the archives, and try to attack the Triskelion with an army of artificially made HYDRA soldiers called Synthezoids. Although Spider-Man, Iron Spider, Agent Venom, and Power Man defeated him with help from Whizzer, Arnim Zola's consciousness escaped. Afterwards, Spider-Man covered for Iron Spider about him helping Zola escape by taking the blame for it so Iron Spider wouldn't get expelled from S.H.I.E.L.D. Academy but got punished by Nick Fury in the process. Then during Spider-Man's days at the Triskelion, he recruited an old enemy of his named Rhino into S.H.I.E.L.D. Academy after he and Hulk stopped his rampage throughout New York City because of his past history with Agent Venom.

### The Battle

Then one day, Spider-Man gets captured by Arnim Zola and taken to a secret lab where he is placed inside a Synthezoid assimilation tube. Spider-Man is then nearly drowned by some Synthezoid fluid but he manages to escape and discovers that the secret lab is in the closet of his own dorm at the Triskelion. He tries to tell some of his friends about but they don't believe him even after showing them the closet where the lab was but it had mysteriously disappeared. But after they leave, Spider-Man is attacked by a Synthezoid that was hiding in the closet which is stronger and faster than the last ones he faced. After Spider-Man defeats it, he goes to tell Nick Fury about it who tells him that he is in a dream simulation test and then tries to put him in a assimilation tube to wake him up but Spider-Man finds out that Nick Fury is actually a Synthezoid in disguise who attacks him but Spider-Man defeats it. Then Arnim Zola appears on one of the Triskelion screens and reveals to Spider-Man that he has captured Nick Fury and placed him in one of his Synthezoid assimilation tubes. Zola also reveals that he plans to take control of every S.H.I.E.L.D. Agent at the Triskelion, and that he has captured some of the S.H.I.E.L.D. Agents and replaced them all with his Sythnezoids. Spider-Man then fights off the same Synthezoid again and goes to warn some of his friends about Arnim Zola's plan but finds out that they are Synthezoids in disguise whom Arnim Zola speaks through which Spider-Man fights off. After defeating them, Spider-Man finds the real Iron Fist and Iron Spider and explains what is happening so Iron Fist punches a hole in the wall where they find the secret lab that was in Spider-Man's closet. Then Iron Spider uses the same special algorithm he used to find Arnim Zola before to find him again by tracing his signal using the lab equipment. They all head to Zola's location but are then confronted by the Synthezoids who were impersonating their friends. They fight them off and defeat them until Iron Spider gets attacked and captured by more Synthezoids but helps Spider-Man and Iron Fist escape. Then more Synthezoids come and attack them until Iron Fist decides to hold them off while Spider-Man escapes but is pursued by the Triskelion Security Bots that Zola hacked and reprogramed. After defeating them, Spider-Man meets up with Agent Venom, White Tiger, Cloak, Dagger, and Rhino then they find the lab where Zola is making the Synthezoids. But when Rhino tries to stop it, he winds up breaking it to where it makes hybrid Synthezoids of Spider-Man's friends that attack them. They all manage to fight them off but during the fight, White Tiger starts attacking them and they find out that she is a Synthezoid in disguise too so Cloak teleports Spider-Man and his team away to escape the Synghezoids. However, everyone now has trust issues with each other, especially with Rhino but Spider-Man convinces them to all work together to fight off the Synthezoids and stop Arnim Zola. As they head out to find Zola, they are found by the Synthezoids along with some S.H.I.E.L.D. Agent Synthezoids who chase after them so Spider-Man and his team go to the training room to fight them off then they turn on the training room to help them out but then Dagger gets captured. So Spider-Man orders Cloak to get all the Synthezoids to the middle of the room then has Agent Venom and Rhino bring down the wall which Spider-Man uses to crush all of the Synthezoids. Cloak then uses his psychic link with Dagger to find her and the others who were captured by Arnim Zola who are all in the Tri-Carrier but when they get to it, the Tri-Carrier escapes and Zola uses it to attack and destroy the Triskelion.

Cloak teleports Spider-Man, Agent Venom, and Rhino onto the Tri-Carrier but Arnim Zola attacks them with two new hybrid Synthezoids of Spider-Man's enemies. Spider-Man and his team fight them off and defeat them but Cloak gets captured leaving Agent Venom and Rhino the only ones left but they both keep fighting with each other until Spider-Man gets them to focus. They fight through the Tri-Carrier defenses that Zola has taken over then they find him at the power reactor room. They try to fight him off but Agent Venom and Rhino keep fighting until Spider-Man defeats Arnim Zola and they all head to free the prisoners in Zola's secret lab. But Zola returns and attacks them with a huge mech robot body he built which has access to the prisoners' powers and has imprisoned their minds within it. Arnim Zola then defeats Agent Venom and Rhino and imprisons them in Synthezoid assimilation tubes too so he can use their powers and claims that with S.H.I.E.L.D. under his control, he can now conquer the world. Zola then captures Spider-Man and tries to take over his body by downloading his consciousness into it using the mech body. Which causes Spider-Man to get his consciousness transported into Zola's mind which takes the form of a HYDRA base where Arnim Zola appears in human form and attacks Spider-Man. During the fight, Spider-Man starts to get weak and fade away as Zola begins to take control of his body which would leave Spider-Man trapped in Arnim Zola's mech body. However, Agent Venom and Rhino are both freed from Zola's Synthezoid assimilation tubes because Spider-Man sabotaged them while fighting off Arnim Zola's mech body from before. Agent Venom and Rhino both work together to save Spider-Man by fighting off Arnim Zola's mech body and after they get Spider-Man out of the mech body it stops Zola's mind-transferring process. But Zola attacks them in the mech body and transfers Spider-Man's mind to where he's keeping the other prisoners' minds. Within it, Spider-Man's team offers to help Spider-Man stop Arnim Zola by giving him their powers which allows him to take over Arnim Zola's mech body. But Zola takes back control, captures Agent Venom and Rhino, puts Spider-Man back in the mech body, and restarts the mind-transferring process. However, Spider-Man fights Zola off in his mind again using his friends' powers and defeats him which causes Arnim Zola's mech body to shut down, frees Agent Venom and Rhino, and Spider-Man wakes up back in his own body again. But Arnim Zola still attacks them within the Tri-Carrier so Spider-Man frees Iron Spider and borrows his suit which he uses to wipe Zola's mind out of the Tri-Carrier which frees all of the prisoners. Arnim Zola's consciousness then appears on an old TV which Spider-Man later turns off.

### Aftermath

With Arnim Zola defeated, the Triskelion is rebuilt and everything returns back to normal but Arnim Zola would return and along with HYDRA would form a partnership with Doctor Octopus which would lead to the Attack on the Triskelion.

## Belligerents

### Web Warriors

* Spider-Man
* Agent Venom
* Rhino
* Cloak
* Dagger
* Iron Fist
* Iron Spider

### Synthezoids

* Arnim Zola
* Nick Fury Synthezoid
* Ka-Zar Synthezoid
* Zabu Synthezoid
* Nova Synthezoid
* Power Man Synthezoid
* Squirrel Girl Synthezoid
* White Tiger Synthezoid
* Kazar/Zabu Synthezoid
* Power Man/Nova Synthezoid
* Iron Fist/Iron Spider Synthezoid
* Doctor Octopus/Juggernaut Synthezoid
* Scorpion/Whirlwind Synthezoid
* S.H.I.E.L.D. Agent Synthezoids
* Other Synthezoids
* S.H.I.E.L.D. Security Robots

### Other

* Nick Fury
* Whizzer
* Ant-Man
* White Tiger
* Power Man
* Nova
* Squirrel Girl
* Ka-Zar
* Zabu
* S.H.I.E.L.D. Agents

## Videos

Marvel's Ultimate Spider-Man- Web-Warriors Season 3, Ep. 19 - Clip 1Marvel's Ultimate Spider-Man- Web-Warriors Season 3, Ep. 20 - Clip 1-2
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