Skirmish on the Tri-Carrier

The **Skirmish on the Tri-Carrier** (also known as the **Attack on the Tri-Carrier** and the **Tri-Carrier Prison Break**) was a small but major battle from Marvel's *Ultimate Spider-Man*. It deals with Spider-Man's new team of young heroes called the New Warriors fighting against Taskmaster and his team called the Thunderbolts who have invaded the S.H.I.E.L.D. Tri-Carrier. The battle takes place in the Season 3 episode, "New Warriors."

## History

### Background

It all started after Spider-Man's greatest enemy, the Green Goblin came up with a plan to escape S.H.I.E.L.D. custody after his last defeat at the hands of Spider-Man. To do that, he hired a former S.H.I.E.L.D. Agent who was now a mercenary for hire named Taskmaster to help him was previously hired in the past to capture Spider-Man back when Green Goblin was Norman Osborn. To help Green Goblin escape S.H.I.E.L.D. custody, Taskmaster hired the Beetle to try and locate the last remaining Venom Symbiotes from the Asgardian-Symbiote Attack at night to use to make an apprentice to help him which Spider-Man was also collecting for S.H.I.E.L.D. to destroy. During which, Spider-Man encountered Scorpion at night who had bonded to one of the Venom Symbiotes, and fought him off. But during the fight, Spider-Man's childhood bully, Flash Thompson came to help him as a wannabe hero named Scarlet Spider. Spider-Man was able to stop Scorpion and get the Venom Symbiote off him which he later gave to Dr. Connors and S.H.I.E.L.D. to destroy but some of it unknowingly got onto Flash. But the Beetle tracked it down to Midtown High the next morning, attacked the place, and chased after Flash to try and get it. Spider-Man tried to stop Beetle and protect Flash but during the fight, the Venom Symbiote fully bonded to Flash and his football gear. But Flash was able to remain in control of himself and used the Venom Symbiote to help Spider-Man fight off Beetle then used some of Beetle's tech to upgrade himself. Afterwards, Spider-Man tried to convince Flash to not use the Venom Symbiote because of his history with Venom but Flash refused to and believed he could use the Venom Symbiote to become a hero. So Spider-Man tried to get the Venom Symbiote off him by force but he couldn't which resulted in a fight between Spider-Man and Flash until Taskmaster arrived with Beetle and tried to get the Venom Symbiote. But both Spider-Man and Flash fought them off and Flash upgraded himself even more, using more of Beetle's tech which transformed him into Agent Venom. But then during the battle, Agent Venom lost control of the Venom Symbiote but with help from Spider-Man, Agent Venom was able to regain control and defeat Beetle. Taskmaster then tried to get Agent Venom to join him but he refused so Taskmaster tried to take the Venom Symbiote himself but both Agent Venom and Spider-Man defeated him then Taskmaster escaped. Afterwards, Spider-Man convinced Flash that being a hero is hard so Flash tried to remove the Venom Symbiote himself but nothing worked so Spider-Man brought Flash to the S.H.I.E.L.D. Tri-Carrier where Dr. Connors did some tests on Flash and discovered that the Venom Symbiote had formed a true bond with Flash's DNA. Later, Spider-Man convinced Nick Fury to have Flash stay on the S.H.I.E.L.D. Tri-Carrier to train him as Agent Venom to become a hero. Then Nick Fury revealed to Spider-Man that ever since he became an Avenger there have been lots of young heroes coming out so Spider-Man decided to find them and bring them into S.H.I.E.L.D. to train and become the next generation of heroes. But Taskmaster secretly stole the list of young heroes from S.H.I.E.L.D. and planned to find them too for his and the Green Goblin's plans.

First, Spider-Man and Iron Fist tried to find and recruit two mystical heroes named Cloak and Dagger but Nick Fury told them to recruit only Dagger since her power came from light magic while Cloak's power came from dark magic plus Fury claimed that Cloak had an attitude problem. White Tiger was also supposed to help Spider-Man and Iron Fist but she somehow disappeared then suddenly, Cloak appeared, attacked them with some Mindless Ones, and captured Iron Fist then Dagger arrived and stopped Spider-Man from hurting Cloak which allowed him to escape. After Spider-Man questioned Dagger, she told him that Cloak was under some dark control and that he had been capturing people with the Mindless Ones. So Spider-Man and Dagger went to Doctor Strange for help but he was also attacked by Cloak and the Mindless Ones which Spider-Man and Dagger helped fight off for him. During which, Doctor Strange revealed that the Mindless Ones were servants of the dark lord, Dormammu who was controlling Cloak. The Mindless Ones then captured Doctor Strange but not before he gave the Mystical Eye of Agamotto to Spider-Man which gave him some of Doctor Strange's magical powers and his Cloak of Levitation. Spider-Man then used the Eye of Agamotto to bring him and Dagger to the Dormammu's Dark Dimension where they found Cloak and freed him from Dormammu's control using Dagger's light. Afterwards, Cloak revealed to Spider-Man and Dagger that Dormmamu was building up an army of mystics to take over Earth which was why he made Cloak capture both Doctor Strange and Iron Fist, he also revealed that he even captured White Tiger too. So Spider-Man, Cloak, and Dagger all went to Dormammu's castle using the Eye of Agamotto to save Doctor Strange, Iron Fist, and White Tiger where Dormammu was powering up a magical crystal called the Siege Perilous to open up a portal for his army of Mindless Ones to invade Earth which he got after making Cloak steal it from Doctor Strange. Then Spider-Man, Cloak, and Dagger fought off Doctor Strange, Iron Fist, and White Tiger who were under Dormammu's control but Dagger freed both White Tiger and Iron Fist using her power which gave them new suits in the process. However, Dormammu arrived and fought them off with help from Doctor Strange and the Siege Perilous but Dagger was able to free Doctor Strange too who took back the Eye of Agamotto from Spider-Man and used it to destroy Dormammu's castle. Then everyone left with Spider-Man taking the Siege Perilous and Dormammu chasing after them until they all escaped from the Dark Dimension through Cloak but Dormammu followed them through. But then Spider-Man used the Eye of Agamotto to subdue Dormammu which allowed Doctor Strange to defeat him and banish him back to the Dark Dimension. Afterwards, Doctor Strange let Spider-Man and S.H.I.E.L.D. keep the Siege Perilous as a precaution then Spider-Man gave Cloak and Dagger a S.H.I.E.L.D. card in case they decided to accept the offer to join. However, Cloak and Dagger were secretly in league with Taskmaster who told them that S.H.I.E.L.D. would use them as weapons and that they couldn't trust anyone so Cloak destroyed the card. Next, Spider-Man tried to recruit a young boy genius named Amadeus Cho who was once an old schoolmate of his. During which, there was a science fundraiser at Midtown High where Spider-Man as Peter Parker brought in his Iron Spider suit that was made and given to him by Iron Man. Peter also met up with Cho who believed that Spider-Man was a menace but Taskmaster also came to the fundraiser and tried to secretly steal the Iron Spider suit while disguised as Stan the janitor who was the acting principal of Midtown High while Agent Coulson was away on a special mission. However, Peter eventually found out about Taskmaster's plan and tried to stop him as Spider-Man with help from Power Man and Nova but during the fight, Cho arrived wearing the Iron Spider suit and fought off Taskmaster who later escaped. Then when Spider-Man tried to get the armor back, Cho attacked him because he still viewed Spider-Man as a menace, he even attacked both Power Man and Nova. After Cho escaped with the suit, Spider-Man, Power Man, and Nova went to find him but Taskmaster found Cho, confronted him, and tried to convince Cho to join him as the new Iron Spider. But when Spider-Man arrived and fought Taskmaster off, a billboard fell but Spider-Man caught it which saved lots of people. This convinced Cho that Spider-Man was a hero and helped him fight off Taskmaster but Taskmaster placed a bug on the Iron Spider suit which gave him full control over it which he used to attack Spider-Man. But Power Man and Nova arrived and fought off Taskmaster while Spider-Man helped Cho regain control of the Iron Spider suit through a system reboot. Together both Spider-Man and Cho defeated Taskmaster but he used his bug to set the Iron Spider suit into overload which would cause the Arc Reactor in the suit to explode and destroy New York City in a few minutes then he escaped. But with the combined geniuses of both Spider-Man and Cho, they were able to stop the Arc Reactor from exploding then Cho tried to return the suit back to Spider-Man but Spider-Man decided to let Cho keep it as the new Iron Spider who later joined S.H.I.E.L.D. Cho also revealed to Spider-Man that he reversed hacked Taskmaster's tech and found the list of young heroes he stole from S.H.I.E.L.D. so both Spider-Man and Nick Fury were now aware of Taskmaster's plan to recruit the young heroes before they could.

Sometime later, a mysterious new villain called the Vulture started terrorizing the city so Spider-Men tried to look for him under orders from Nick Fury. Although Spider-Man believed that Vulture could be a hero to recruit for S.H.I.E.L.D. since he only targeted bad guys and hadn't hurt anyone. When Spider-Man encountered Vulture, he tracked him down to the Chrysler Building with Taskmaster secretly following him since he also wanted to recruit Vulture. Within the Chrysler Building, Spider-Man found an old lab that belonged to Doctor Octopus which meant that Vulture was one of his experiments. Spider-Man also found out that the Vulture had been collecting family photos of other people. But when Spider-Man tried to get back to S.H.I.E.L.D., he accidentally set off the lab alarm which caused some Octobots to attack him but he defeated them then Spider-Man found Vulture who transformed right in front of him and attacked Spider-Man. Spider-Man fought him off and subdued him then he questioned Vulture about his actions but Vulture revealed that he didn't remember anything from his life. Then he escaped and left after Spider-Man tried to stop him so Spider-Man reported Vulture's past connections to Nick Fury who claimed that Taskmaster would probably go after him as well. Spider-Man then left to find Vulture at OsCorp which was the place Vulture went to find out more about his past but after Spider-Man left, Taskmaster stole all the information about Vulture from the lab. Spider-Man looked up Vulture on the OsCorp computer which he was able to get into with help from Harry and discovered that Doctor Octopus paid some kids to be test subjects for his animal experiments. Suddenly, Vulture burst into the OsCorp building, attacked Harry, and kidnapped him to find out his past until Spider-Man saved Harry after convincing Vulture that he could help him by bringing him to Doctor Octopus on the S.H.I.E.L.D. Tri-Carrier. When he did, Doctor Octopus revealed to Vulture in his prison cell that he willing came to him for one of his experiments and that he had to wipe Vulture's memories to make room for mental programs he put into Vulture's head. Doctor Octopus also revealed that he was waiting for Spider-Man to bring him Vulture so he could escape by using one of his code worlds that made Vulture go berserk, attack Spider-Man, and break out Doctor Octopus. Vulture then took Doctor Octopus back to his lab at the Chrysler Building where Spider-Man was able to find them and fought them off using a jet pack he borrowed from S.H.I.E.L.D. Although Vulture beat him, Spider-Man was able to convince Vulture that Doctor Octopus was the true enemy so he attacked Doctor Octopus for his memories. But when Doctor Octopus tried to show him his memories on his lab computer, he discovered that his computer had been fried by Taskmaster. This angered Vulture to attack Doctor Octopus again but Spider-Man convinced him to stop then after Doctor Octopus was returned to S.H.I.E.L.D. custody, Spider-Man offered Vulture to join S.H.I.E.L.D. but he refused so he could find his memories but Spider-Man still gave him a S.H.I.E.L.D. card. Then when Vulture left, he was called by his real name "Adrian" by Taskmaster who promised to tell Vulture more about his memories if he worked for him which Vulture accepted. Then Spider-Man went to the Savage Lands to find and recruit Ka-Zar with help from Wolverine but while they were searching, Ka-Zar appeared and attacked them to the point where Wolverine and Ka-Zar fought each other until Spider-Man got them both to stop. Ka-Zar then revealed that his brother, Zabu was taken by two strangers which he thought were Spider-Man and Wolverine so they decided to help Ka-Zar save him. They were able to find Zabu who was a Saber-Toothed Tiger then after they got caught in a trap, they discovered that the people who took him were Taskmaster and Kraven the Hunter to try and convince Ka-Zar to join Taskmaster. But Ka-Zar refused to then after they all got out of the trap, they fought off Taskmaster and Kraven but Spider-Man was hit with a dart that was laced with a poison that mutated Spider-Man into a spider monster who attacked Wolverine and Ka-Zar. Meanwhile, Kraven planned to kill Zabu by cutting out his heart as part of an ancient ritual to gain immortality then when Ka-Zar tried to save Zabu, Wolverine convinced him to help Spider-Man first which they did by curing his mutation using skunk smell. Then Spider-Man, Wolverine, and Ka-Zar all chased after Taskmaster and Kraven in a jet who were escaping in another jet back to New York City which resulted in both of them getting shot down by each other's missiles and crashing down into the city. Spider-Man and Ka-Zar then headed for Taskmaster and Kraven's jet where they fought off both Taskmaster and Kraven along with Wolverine who later came to help. Then they defeated them, saved Zabu, and had Kraven taken into S.H.I.E.L.D. custody but Taskmaster got away again, and both Ka-Zar and Zabu accepted Spider-Man's offer to join S.H.I.E.L.D. One day, Spider-Man trained the new S.H.I.E.L.D. recruits which consisted of Agent Venom, Iron Spider, Ka-Zar, and Zabu who now called the New Warriors with his old team on the S.H.I.E.L.D. Tri-Carrier by using three L.M.D.s that Spider-Man programmed to look and fight just like the Destroyer which they all defeated.

### The Battle

But suddenly, Cloak appears and brings in Dagger, Vulture, and Taskmaster onboard the Tri-Carrier who are now called the Thunderbolts where they attack Spider-Man and all the other heroes. After Vultures subdues them with his sonic scream, Taskmaster has Cloak teleport White Tiger, Iron Fist, Power Man, and Nova to a deserted island. When Spider-Man asks them why they are doing this, Cloak reveals that Taskmaster told them that S.H.I.E.L.D. wanted to make them into weapons and soldiers and that he told them not to trust anyone. The New Warriors try to help Spider-Man fight off the Thunderbolts but they all end up losing because they are not experienced or coordinated enough while the Thunderbolts were specially trained by Taskmaster himself. Then Taskmaster puts the Tri-Carrier under lockdown which locks Spider-Man and the New Warriors in the training room while he and the rest of the Thunderbolts teleport away. But Spider-Man and the New Warriors escape the training room through the vents then Spider-Man checks on the Tri-Carrier's status and finds out that the Thunderbolts have shut down all power, jammed their com signals, and sealed off three sections of the Tri-Carrier. Spider-Man believes that the Thunderbolts are after something on the Tri-Carrier so he and the New Warriors head for the armory to see if they are there but find the place fine until Spider-Man realizes that there is something even more dangerous than a weapon on the Tri-Carrier. The Thunderbolts take out some S.H.I.E.L.D. Agents and get to the prison cells where they try to break into them with Vulture disabling the security lasers with his sonic scream and both Taskmaster and Dagger trying to break the door open. But Spider-Man and the New Warriors arrive and fight off the Thunderbolts again but they trick the New Warriors into breaking open the door to the prison cells which frees Beetle, Scorpion, Doctor Octopus, and Green Goblin. who reveals to Spider-Man and the New Warriors about how he hired Taskmaster to form the Thunderbolts to break him out. Spider-Man and the New Warriors fight off the prisoners but during the fight, Green Goblin destroys the Iron Spider suit but Cho is able to eject himself from the suit to safety and is later saved by Agent Venom. Green Goblin then escapes with the Thunderbolts and later goes to the armory to get something while Spider-Man and the New Warriors fight off the rest of the prisoners then they later fall back into the vents after getting beaten by them again. The New Warriors soon lose their hope and confidence in being heroes but Spider-Man is able to convince them to believe again then their com signals come back on and Nick Fury tells Spider-Man that he and the rest of the S.H.I.E.L.D. staff are working to bring the Tri-Carrier back online but it's a slow process. Nick Fury also tells Spider-Man that the prisoners are heading for the transport hanger so Spider-Man and the New Warriors go there to stop them. The prisoners try to escape on a S.H.I.E.L.D. jet but Taskmaster has Vulture attack them which makes them crash back on the Tri-Carrier to be a diversion for the Green Goblin to distract Spider-Man and the New Warriors. This damages the Tri-Carrier and causes it to fall which forces Nick Fury to disengage the Tri-Carrier into its three component carriers which also prevents Green Goblin and the Thunderbolts from getting to the armory. Spider-Man and the New Warriors then arrive and fight them off again but during the fight, Cloak gets knocked into one of the carrier's propellors by one of Green Goblin's blasts so Spider-Man goes to save him by jamming the propellor with his webs. Dagger tries to get Taskmaster to help Cloak but he refuses because he told them not to trust anyone which includes him then he helps Green Goblin get to the armory from one of the other carriers along with Vulture. Back in the Tri-Carrier propellor, Cloak gets knocked out but with help from Cho, Spider-Man goes down the propellor and off the Tri-Carrier with Cloak then Spider-Man gets Cloak to wake up and he teleports them back to the Tri-Carrier safely. This convinces Cloak and Dagger that they were wrong to trust Taskmaster and they decide to help Spider-Man and the New Warriors. The New Warriors then fight off the prisoners while Spider-Man goes after both Taskmaster and Green Goblin and gives Cho a drive to use on a computer. Spider-Man gets to the other carrier using his Spider-Cycle while Green Goblins gets to the armory after he, Taskmaster, and Vulture take out the defense systems that were weakened when the Tri-Carrier split. Meanwhile, the New Warriors lead the prisoners to the training room where Cho plugs the drive into a computer which brings out three L.M.D.s that are now programmed to look and fight like Spider-Man who help the New Warriors fight off and defeat the prisoners. Back at the other carrier, Spider-Man fights off Vulture, Taskmaster, and Green Goblin with his Spider-Cycle then he defeats and captures Taskmaster but lets Vulture get away. However, Green Goblin gets the thing he wanted from the armory which is the Siege Perilous then Green Goblin uses it to escape.

### Aftermath

Afterwards, the Tri-Carrier reengages, Nick Fury and the S.H.I.E.L.D. staff regain control of it and upgrade the defense systems for the armory while Spider-Man's old team is also rescued from the island. Nick Fury then lets all of the heroes stay at S.H.I.E.L.D.'s headquarters, the Triskelion where they will learn how to be heroes at S.H.I.E.L.D. Academy. Then at some point, Cho was able to fix up and rebuild the Iron Spider suit to fight with the New Warriors as Iron Spider again. Spider-Man would also face off against the Green Goblin with the Siege Perilous in the Battle of the Web Warriors while the heroes going to S.H.I.E.L.D. Academy would lead to the Attack of the Synthezoids, the Attack on the Triskelion, the War of Carnage, and Doctor Octopus' Last Attack.

## Belligerents

### New Warriors

* Spider-Man
* Agent Venom
* Iron Spider
* Ka-Zar
* Zabu
* Cloak
* Dagger
* L.M.D. Spider-Mans
* Nick Fury
* S.H.I.E.L.D. Agents

### Thunderbolts

* Green Goblin
* Taskmaster
* Vulture
* Doctor Octopus
* Scorpion
* Beetle

### Other

* White Tiger
* Iron Fist
* Power Man
* Nova

## Navigation

*Disney*: Operation W.A.R. • Robot Riot • Kree-Skrull War • Graviton's Attack • Gamma World • Kang's Invasion • War for the Cosmic Cube • Loki's War • Skrull Invasion • Assault on 42 • Invasion of Galactus • Asgardian-Symbiote Attack • **Skirmish on the Tri-Carrier** • Battle of the Web Warriors • Attack of the Synthezoids • Contest of Champions • Attack on the Triskelion • War of Carnage • Doctor Octopus' Last Attack • Mystery Shack Zombie Attack • Weirdmageddon Rebellion • Attack of Cosmic Skull • War of the Squadron Supreme • Invasion of Thanos • Ultron Revolution • Frozen Invasion • Secret Wars • Kree Invasion • Battle of Sarrish • Battle of Christophsis • Malevolence Campaign • Battle of Quell • Defense of Maridun • Battle of Orto Plutonia • Liberation of Ryloth • Skirmish on Felucia • Attack of the Zillo Beast • Second Battle of Geonosis • Battle of Saleucami • Skirmish aboard the Coronet • Attack on Kamino • Battle on Wasskah • Civil War of Mon Cala • Skirmish on Naboo • Battle of Umbara • Attack on Dathomir • Liberation of Onderon • Invasion of Scipio • Battle of Anaxes • Siege of Mandalore • Siege of Lasan • Attack on Phoenix Squadron • Assault on Seelos • Assault on Garel • Battle of Atollon • Liberation of Lothal • Asgard War • Symbiote War • Attack of Magus • Conquest of Serpent • Saporian War • Battle of Old Corona • Battle of Corona • Goblin War • Symbiote Invasion • Robot Revolution • Wakanda-Atlantis War • Battle of Jakku • Battle of Castilon • Battle of the Barabesh System • Toad Tower Heron Attack • Hunter vs. Alastair Feud • Newtopian Barbari-Ant Invasion • Toad Rebellion • Amphibia Revolution
*Nickelodeon*: Attack on the Shredder • Triceraton-Federation War • Attack on TCRI • Battle of the Battle Nexus • Triceraton Invasion of 2003 • Final Shredder Battle • Battle of the Five Dragons • Kraang-Triceraton War • Rat Wars • First Kraang Invasion • Second Kraang Invasion • Battle for New York • Triceraton Invasion of 2012 • War for Dimension X • Super Shredder Attacks • Invasion of the Netherworld • Invasion of Dregg • Monster Invasion • Carmageddon
*Movies*: Battle for Pride Rock • Lion War • War of the Brotherhood • Fight of the Stone Generals • Battle of the Red Death • Ogre Revolution • Battle of Gongmen City • War of the Brothers • Battle of Bricksburg • War of the Dragons • Battle of Panda Village • Battle of Gotham City • Garmadon's War • Battle of Ninjago • Brother-Sister War • Dragon Hunter Battle • Northuldra War • The Mitchells vs. The Machines Battle