Mary Jane Watson

* Mary Jane Watson (Season 3-4)
* Mary Jane Watson (Season 2)
* Mary Jane Watson (Season 1)
* Spider-Woman
* Carnage Queen

**Mary Jane Watson** is Peter Parker's childhood female best friend. She has a heavy interest in journalism that may get her working for J. Jonah Jameson. One thing for sure is that she always has Peter's back. In Season 4, she bonded with the Carnage symbiote and became the **Carnage Queen**, and later became **Spider-Woman**.

## Physical appearance

Mary Jane is a Caucasian slender red-headed girl with green eyes and red lipstick, she is several inches shorter than Peter. She wears a black leather jacket over a pink hoodie and a white t-shirt keeping them tucked into her medium blue colored jeans with which she wears a large brown belt. Every-now-and-then she wears a dark green hoodie, a dark grey t-shirt, and light blue colored jeans. When she is cooking she wears an apron.

In Season 2, she now wears a black shirt, a blue hoodie, blue jeans and brown shoes.

In Season 3, she is redesigned and looks a little more animated and is wearing a blue striped shirt, blue jeans and brown shoes.

In Season 4, she is still wearing a blue striped shirt, blue jeans, and brown shoes. As transformed into the Carnage Queen, and is covered in a red-and-black symbiotic costume with four legs.

As Spider-Woman, Mary Jane wears a black Spider-Suit with a red spider symbol and matching red shoulder-length gloves and leggings.

## Personality

Mary Jane seems to be a caring person as she cares about both Harry and Peter both, however, there is a hint of romance between Mary Jane and Peter as a result of their history together and the time when they were 12 and decided to get "serious."

She is also seen to be very committed to her strive to be a journalist going as far as putting her life and Harry's to get coverage of the battle between Spidey and his team against Venom and the enduring battle between Hulk and Spider-Man against Zzzax.

Mary Jane seems to be seriously focused on her future and plans after high school. She has been shown to befriend people very quickly, such as when she befriended Nova shortly after he came to Midtown High School and has an abundant awkwardness when talking to the rest of Spider-Man's teammates.

## History

### Early life

Mary Jane Watson has been dear friends with Peter Parker since they were kids and attempted to get serious when they turned 12. It proved to be too much for them and they became great friends.

### Season 1

#### Great Power

Years later after Peter became Spider-Man, he reminds himself that he has to pick up a cake for Aunt May and then hang out with Mary Jane and his other best friend, Harry Osborn. She tries to call him during his talk with the director of S.H.I.E.L.D., Nick Fury, who offers to train him to become ultimate. Spider-Man refuses and heads to Midtown High School. Mary Jane tells him that she has been calling him all morning and asks him where he has been and he pretends that the bus broke down. Mary Jane believes him and shows him on her phone of J. Jonah Jameson ranting about Spider-Man. Peter in annoyance asks if Jameson ever shuts up and Mary Jane reveals that he will give her, her first job. This surprises Peter and Mary Jane reveals that Jameson is biggest game in town, that kids like them have to be realistic and can't be like Harry. Later, she is with Peter and Harry in the cafeteria having lunch until the wall blasts behind them. It is revealed to be Wizard, Thundra and Klaw who make the principle reveal the school is now under their control. After announcing themselves as the Frightful Four (who have been sent by Dr. Otto Octavius on behalf of Harry’s father, Norman Osborn), Mary Jane points out that there are only three of them (Trapster having been caught earlier) until Wizard throws the principle onto a wall to shut her up. Wizard reveals that they learnt that Spider-Man attends Midtown High and makes Klaw use his sound when they refuse to talk. Peter tells them to stop with Mary Jane trying to prevent him from being hurt but Wizard turns to him anyway. Wizard decides to make an example of him and Klaw uses his sound to torture him. Mary Jane tries to help but Harry prevents her until Peter gives in to talk. Peter starts a food fight on the villains in order to change into Spider-Man and the battle the Frightful Four. At one point during the fight, Thundra brings Spider-Man down and rushes to him but Mary Jane uses a jelly plate to trip her and crash into tables. Mary Jane records it in the process to make it her first front page story before Klaw uses his sound to destroy it. Harry protects her before he is blasted by Klaw. After the Frightful Four escape, Spider-Man changes back into his normal form to get to Harry who is unconscious with Mary Jane trying to wake him. Peter blames himself for getting Harry hurt and Norman arrives to take him to hospital.

#### Great Responsibility

Later at Midtown High, Mary Jane is shooting photos and tests on Peter who gets a fright. She reveals that she is practicing fro when she meets Spider-Man and gives Peter a letter telling Spider-Man that she will tell his side of the story. He pretends to be confused about his ego hanging out a Midtown High. Mary Jane tells him that he has been seen on campus often enough and reveals that he could be anybody like a student or a teacher but after looking at the janitor, Stan, she then decides that maybe not anybody. Peter tells her that if Spider-Man is a student, he is going to stay low and not let anyone find out who he is. Mary Jane agrees but reveals that she won't give up.

#### Doomed!

At Midtown High, new students named Ava Ayala, Danny Rand, Luke Cage, and Sam Alexander (who are secretly Spider-Man's new team consisting of himself, White Tiger, Iron Fist, Power Man, and Nova) enter Peter's life. Peter is shocked when he finds Sam at his table (which he calls the Parker table) and is surprised to find Mary Jane and Harry okay with it. It is revealed that Sam was making a potato sculptor of the new principle, Phil Coulson (who is also a S.H.I.E.L.D. agent) until he and Peter get into an argument which has them sent to detention (which is secretly a way to get them into the S.H.I.E.L.D. Helicarrier for training). Later when the team leave for Latveria to capture Doctor Doom, Mary Jane calls Nova and he pretends that detention was okay and teases that Peter cried a little bit. Later, after the team bring a Doombot onto the Hellicarrier, Mary Jane who is making dinner, phones Spider-Man who is battling one of the Doombots and asks if he is still with Sam but he decides to call her later. She asks what he has against Sam but he hangs up on her. After the battle, Mary Jane phones again before telling Spider-Man not to hang up on her and reveals that she needs to talk to Sam because she has his homework.

#### Venom

At Midtown High, Harry becomes jealous of Peter's new friends and Peter doesn't know how to fix his relationship with Harry. Mary Jane notices this and reveals that Harry's left out before giving him advice of bringing his friends along to the Osborn penthouse to watch a movie to make it like old times with new friends. Mary Jane is surprised that Harry had put up a party instead and meets Peter and the others. She reveals that she was also expecting a movie but instead found it to be an after school party. Harry reveals that he invited the whole school except for Peter's friends. Peter reveals that he invited them so that they can get to know Harry better but Harry refuses. Mary Jane starts to regret her advice and asks for any ideas before Peter leaves for the bathroom (having sensed danger). The others are confused and she reveals that he is nervous ever since first grade. The party is then interrupted by the arrival of a **symbiote** who has bonded with Flash Thompson which causes everyone to flee. In the chaos, Harry and Mary Jane try to find Peter but don't see him and Harry gets a phone number from a girl in the process. Peter's friends escort them out before joining Spider-Man and Nova with battling the symbiote. During the battle, the symbiote (who had bonded to Power Man) throws an electric generator down to where Mary Jane and Harry are and the entrance of the Osborn penthouse. Spider-Man saves them while joking about not getting squished. Mary Jane heads to the top of the roof to get a scoop so that she can get a job at the Daily Bugle Communications with Harry trying to prevent her. After the symbiote bonds with Spider-Man and calls itself **Venom**, it battles the team. Mary Jane is filming it with her phone and Harry asks if she sees Peter (not knowing he is inside Venom) before she tells him that she can't get a clear shot and Harry lowers himself down while being amazed by the size of the symbiote. Venom sees the two and prepares to attack but Spider-Man starts fighting inside the thing to prevent it from hurting them. Harry nearly falls off the roof but Mary Jane saves him while also pulling his only chest hair in the process. After Spider-Man supposedly destroys Venom, Harry and Mary Jane arrive on the roof looking for Peter. Spider-Man reveals that he is okay. Norman arrives and he angrily finds it destroyed but then changes his mood to a relived look after finding everyone confused. He orders two police officers to get the heroes some help. Norman is relieved that Harry is alright and that he should be glad that Spider-Man was around. Mary Jane is helping clean up the mess while instructing Harry about how to use a mop which he claims about knowing. After Peter arrives, Mary Jane leaves to give those two sometime together. Harry finally agrees to be friends with Peter's friends while finding the Venom symbiote which survived.

#### Why I Hate Gym

Later at Midtown High, Peter is talking with Harry and Mary Jane. Harry reveals that everyone knows that Spider-Man comes to Midtown High and asks him to help spread the rumor to him due to girls loving super heroes. Mary Jane tells Harry that it probably is him because of him affording all those webs. Peter tells her that it's not a good idea to pose as him before Flash interrupts the conversation by knocking Peter down which annoys him before Principle Coulson breaks it up. He reveals that Mr. Moleskin will be absent after an accident after last night's game. He reveals that Coach Yaeger (who is secretly Taskmaster sent by Norman and Dr. Octavius to find and capture Spider-Man) will be their substitute and he reveals that he looks forward to unlocking their *hidden talents*. Mary Jane is then one of the few people to try out for the City White Athletic Achievement Contest but only Flash, Harry and Danny make it.

#### Exclusive

At Midtown High, Mary Jane begins her interview by camera trying to decide a name for herself like **Mary Watson** and **Jane Watson** before sticking with her own name. She is shown in the cafeteria with Peter and his friends. She asks Peter what the man on the street thinks and Peter answers what there is to think besides interviewing Spider-Man and that Spider-Man would have to be a bigger fan of hers than he is. Harry comes in and answers that he believes her and asks how she got Spider-Man to agree to an interview before she tells him that she can't reveal her sources with Sam asking Peter how she did it. Peter changes into Spider-Man and meets Mary Jane on the roof of a building in Manhattan. He asks her how long she has wanted to be a reporter and she reveals that she wanted to be one forever before pointing out that she should be asking the questions. She then asks *Why now, why me* and he answers that it's important for him to know the top media movers and shakers until he grabs her and swings with her to another building. Mary Jane shakily finds that part to be amazing and before she can reveal what it was like, Spider-Man finishes with *flying*. Mary Jane then tells him that his voice sounds familiar but can't quite place it and asks if he's a public figure in real life. Spider-Man then tries to put up a voice to hide it before she points out that it's not much of a story if he doesn't answer her questions. She then asks him to unmask himself and he unmasks himself to still being Spider-Man. She finds it cute but she reveals that winning the Daily Bugle's **Your Are Enthused Contest** could be a huge break for her but thanks him. He reveals that there's something in it for him as well at getting by an unsourced approval of not being a menace that people think he is. Jameson then appears on a TV tron about bringing him the scoop that will lock Spider-Man out once and for all. Spider-Man then jokes about Jameson's moustache needing a trim before asking if she doesn't think that he is a menace. She is then distracted by something jumping up with Spider-Man also distracted by it due to his spider-sense going off. The shadow jumps close to the two who manage to evade it. Mary Jane then changes the report to Manhattan being attacked. She finds to her shock that it is  **The Hulk**. After Hulk roars, Mary Jane falls but Spider-Man catches her and tells her to keep him in focus because it's good stuff. Mary Jane believes that Hulk is a man monster of mayhem and Spider-Man realizes that Hulk in Manhattan is not good. Mary Jane believes it to be the scoop of the year and that it's hers before Spider-Man points out that he thought that he was the scoop of the century and orders her to stay where she is to report it before web swinging away. She reports that Hulk is attacking Manhattan and heads to the destruction. Mary Jane heads onto the street to find people fleeing and ducks for cover when Hulk throws a car and drops the camera in the process. The janitor, Stan picks it up and hands it to her before telling her that she should leave because they say that there is a monster on the loose and while he is telling her a story, she tries to warn him of a thrown car but it misses him anyway. She films the cops shooting at Hulk but Spider-Man saves them when Hulk throws a hot dog stand at them while joking at Hulk about ruining his appetite before saving a few civilians in a bus. Mary Jane reports that some people call Spider-Man a *menace* but what everyone is seeing is a hero that saved people from a real monster. She then asks Spider-Man how he finds the courage to do his job and before he can reveal what Uncle Ben told him, he dodges a car and saves Mary Jane from another car in the process and jokes about why bother to hold a car when Hulk can catch it with his teeth before throwing back onto Hulk. Spider-Man borrows the camera for a cutaway and comments that it may have looked like mayhem but keeping Newton's third law in mind but he planned for the equal and opposite reaction. While saying this, Mary Jane tries to warn him about Hulk coming towards him before he is grabbed by Hulk. Spider-Man is sickened by Hulk's breath and jokes that the camera doesn't have *Smellivision*. Hulk reveals that he isn't fighting him and that he should move out of his way and calling him **Bug Man**. Spider-Man is insulted by this but Hulk throws him after revealing that he doesn't like TV. Mary Jane takes her camera back and reveals that Hulk is on a rampage and Spider-Man is taking a beating. She asks if he is okay and he is shown to be fine. Spider-Man thinks up a strategy and asks her to keep filming to show for he is not a menace and tries different ways in tackling Hulk but he is easily knocked away. Spider-Man asks her if she can edit that part out before webbing Hulk's eyes. Hulk demands that the webs be taken off him while destroying cars and finally rips the web off. Hulk starts to hate Spider-Man but also reveals that he hates  ***Energy Man*** . Spider-Man becomes confused by this before Hulk throws the car and saves Mary Jane from Hulk's rampage. Spider-Man reveals that he just saw something and Mary Jane believes that he saw the Hulk as much as she did. He tells her that it wasn't that and tells her to replay the part of the car's destruction in slow motion. She does that and they see that after Hulk threw it, the car explodes before it hits the building. Spider-Man realizes that Hulk was right about it being an  **Energy Man** but it is invisible. He assumes that Hulk is fighting someone or something and asks how he can't see it and how he is supposed to see it. Mary Jane gives the idea of turning on the camera's night vision and Spider-Man reveals that he also has it and turns it on. They both see the **Energy Man** whose name is **Zzzax** who throws a car at the both of them but Spider-Man swings them both to safety. While doing this, Mary Jane reports the massive energy creature, Zzzax, is attacking New York and that their only hope is Hulk and Spider-Man. Spider-Man points out that Zzzax is the villain and Hulk is the misunderstood menace and that it happens a lot. He also tells her to stay safe and stay low. He tries talking to a police officer that Hulk is trying to save the city but the police officer reveals that he is a Jameson fan which annoys Spider-Man. The police fire at the Hulk and Spider-Man tells her to take cover. Mary Jane reports that the streets of Midtown are in chaos and reveals that while she is not cool with it, they are staying live. She reports that the police are firing at Hulk even with Spider-Man trying to reason with them that Zzzax is the real threat. She reports that she is the only reporter on the scene and while she is dumb enough to be there, she is in a confrontation which she describes as *incredible*. While filming the fight between Hulk and Zzzax, she makes the police see that Spider-Man is right. Hulk demands that Zzzax reveal why he is in the city and demands him to stop. Zzzax finally reveals himself to everyone which makes Spider-Man happy to have been right. Spider-Man knocks Hulk away when Zzzax shocks him and jokes about *watts* and trying to make everyone get the joke about it being electricity before deciding to leave it. Spider-Man saves Mary Jane with Zzzax chasing them. She asks him how he is scared out of his mind before he reveals that he isn't and that it's completely scary but that doesn't change what needs to be done. Zzzax catches up with them but Hulk prevents him from harming them by jumping onto him. She points that they need help and Spider-Man decides to call Director Fury for back-up who agrees to send units before the wrist communicator shuts off. He reveals that his spider-sense is telling him to get Hulk and Zzzax out of the city and decides to go on a different approach. They head back to the battle and Spider-Man convinces Hulk that he loves smashing too by demonstrating it on a garbage trailer which makes Hulk see Spider-Man as an ally. Spider-Man tries to talk him into smashing Zzzax to the river but Hulk just continues smashing Zzzax in a different location. Spider-Man decides to take Mary Jane to a onto the roof of a building and she drops her camera in the process before Spider-Man saves it. Spider-Man decides for fixed position work and while Mary Jane films the battle, she sees a water tower which she points out. Spider-Man believes that she is talking about his plan for the river before she points out the water tower which has water. Spider-Man reveals what water and electricity do and demonstrates by using the water tower's water to drive Zzzax away but also showers the water onto Hulk in the process. He asks her if that was pretty good before falling on the ground of the roof caused by Hulk's roar and asks if she is going to edit that part out. Hulk shakes the water off himself onto Spider-Man and Mary Jane with Spider-Man joking about Hulk's sweat and steam not being a good combo. Hulk reveals that he did not like what Spider-Man did before Spider-Man jokes about Hulk not liking any other kind of shower. Hulk tells Spider-Man that he likes him and that he smashes good with Spider-Man telling him that it means a lot before Hulk leaves. Mary Jane asks if his spider-sense is tingling but Spider-Man reveals that sometimes it feels weird and that it couldn't have been that easy and asks himself how energy can exist on its own, if it wouldn't need some sort of deduction or a power supply. Mary Jane also asks where Zzzax went and points out that electricity doesn't just disappear and reveals that they said that in science class. Spider-Man realizes that if Zzzax came to be then the city is he's way of getting power. They head into the underground subway but Spider-Man tells her to go back because an abandoned subway is creepy for a reason. Mary Jane realizes that everything is getting dark and turns on the night vision which she is glad of it to be a useful option. After seeing a piece of electricity, she asks that she hopes that it's the sixth train before Spider-Man tells her to leave now. Zzzax appears and attacks Spider-Man. Mary Jane demands that he let him go before taking her camera back and while Spider-Man gets shocked, Mary Jane's camera gets recharged in the process. While in pain, Spider-Man points out that it may be a bigger scoop than they planned before he gets shocked by Zzzax until Hulk arrives to help. Spider-Man jokes about her exclusive being a bit shocking but apologizes and reveals that puns get weak while he gets shocked. He escorts her out before webbing up the entrance to the subway but she sees the hole that Hulk made. She films the battle between Zzzax, Spider-Man and the Hulk. She reports that Spider-Man and the Hulk are barricaded in the subway with Zzzax and realizes that the sounds of the battle have stopped. Hulk jumps up with Spider-Man in his arms and Spider-Man collapses after revealing that they may have got him. Mary Jane tries to ask the Hulk a few questions but Hulk reveals that he doesn't want to do interviews right now before S.H.I.E.L.D. arrives to arrest him. Spider-Man realizes that this is about to get ugly. Mary Jane reports about S.H.I.E.L.D. arriving and declaring a war on Hulk. Spider-Man puts Mary Jane onto a roof while trying to get the S.H.I.E.L.D. agents to stand down with Mary Jane complaining about getting good footage of the battle. Spider-Man points out that this is dangerous and orders her to zoom in and stay put. Spider-Man tries to reason with them but Hulk and the S.H.I.E.L.D. agents refuse to listen. They suddenly see the S.H.I.E.L.D. Helicarrier losing power and is hurling downright towards Mary Jane. Hulk tries to stop it but knocks Mary Jane off the roof in the process. Spider-Man saves her and she and Spider-Man realize that Zzzax is in the Helicarrier. Zzzax reveals himself to have grown bigger from absorbing the energy of the Helicarrier and heads towards her but Spider-Man saves her. She tells Spider-Man that all her courage has been used up and asks what she must do but he assures her to be brave and to keep filming. Spider-Man tells Hulk to keep hitting Zzzax hard with Hulk agreeing with and leaves to do it. Director Fury appears and points out that hitting Zzzax hard isn't going to work. Spider-Man takes and electric cable and reveals that Zzzax took on too much power and circuited out and that he is going to feed it till it pops for good. Director Fury hopes it works but if it doesn't then Spider-Man is a menace. S.H.I.E.L.D. agents try to stop Mary Jane but she sneaks past them anyway. Spider-Man puts the cable into Zzzax who grows bigger than ever and Director Fury asks what Plan B is. Spider-Man reveals that they need more energy from anything that requires it and Director Fury orders his agents to do what he says with Hulk also helping them. Director Fury reveals that they've run out and that they are dead but Mary Jane reveals that her camera is the only thing that's left. Spider-Man tells her that she can't due to the contest but she just decides to sacrifice it. Spider-Man throws it at Zzzax who finally circuits out. Spider-Man believes that Mary Jane has been crushed but after Hulk dogs out the rubble she is revealed to be alive and unharmed. Director Fury is about to have Hulk arrested but Spider-Man persuades him to let him go and he listens. Hulk believes that humans are stupid except for Spider-Man and leaves. Spider-Man is sorry for Mary Jane's camera but she reveals that it was for the greater good and that there will be other contests. He tells her that she doesn't have to wait and reveals that he needed the camera for its energy but also managed to take the memory card out first and points out that it is slightly charred. Mary Jane is happy but also asks him if he is worried about how Jameson will use the footage before he reveals that he is but he trusts her and that he is a big fan. She hugs him and leaves while telling him that she won't let him down with him knowing that she won't and leaves as well. The next day, Peter is with Mary Jane watching her interview on her laptop. He reveals that he can't believe she didn't win but she reveals that nobody can win if they don't enter and Jameson will never let the world know about Spider-Man for the hero he really is. She reveals that she only got two views until a delivery man arrives. Peter asks if he missed her birthday again before she reveals that it's a new camera from the Daily Bugle. On the screen, Jameson reveals that he saw her footage and reveals that there might be a place for her if she said she worked for him before she posted next time. Peter realizes that Jameson has a heart and points out to never judge a book by its billboard and Mary Jane points out that a superhero should never be judged by his mask. She then believes that Spider-Man came through and believes that he should've let her see who he really is and that would've been a bigger scoop. Peter tells her that she may get another chance someday before putting the camera out.

#### Back In Black

In Spider-Man's daydream, in which Mary Jane went to the movies with him only for various super-villains to surround them in the theater. She then questioned his reasoning for telling everyone his secret identity.

#### Freaky

Later at Midtown High, Mary Jane was with Harry doing her makeup until a confused Wolverine arrived (Mesmero having used his powers to switch Spider-Man and Wolverine's bodies). She saw Wolverine in her makeup mirror thinking that he is Peter and greeted him before he forcefully took her makeup mirror to see himself in Peter's body. He breaks the mirror out of shock and Mary Jane asks what his problem is before he growled at them. She and Harry take this as a funny joke until Peter's phone starts ringing which confuses the mutant before Harry points out that it's the phone in Peter's pocket. Wolverine tried to answer it but didn't know how a cell phone worked until Mary Jane helped him. Wolverine then moved away from the two to talk privately to learn the truth from Peter of switching bodies with him. While Wolverine is trying to escape to help Peter battle Sabretooth, Mary Jane asks if he is okay in which he growls at her which scares her. He starts to try and hit on her by calling her baby and tells her that he likes redheads. He grins at her which had Mary Jane disgusted and quickly got away from him. Later, Mesmero is forced to switch Spider-Man and Wolverine's bodies back.

#### Venomous

Mary Jane made a cameo in Spider-Man's daydream with Sam in it which has Spider-Man order him to get lost before suggesting to the audience to go and see what is happening with the rest of his team.

#### For Your Eye Only

Mary Jane made a cameo at the Midtown High cafeteria in which Peter in his head is reminded by Director Fury to not be late for training.

#### Beetle Mania

Later, Spider-Man and his team are given their assignment to protect much to Spider-Man's shock and annoyance, J. Jonah Jameson from a mysterious mercenary villain called "**The Beetle**". Unfortunately for them, Mary Jane calls Peter and tells him to guess which famous multi-media building she's going to right now. Peter and his friends are shocked when she reveals it to be the Daily Bugle. She reveals that she finally got an interview for that internship with Jameson and that she can't believe it. Peter nervously congratulates her before she hangs up. The team try to get him to tell her to change it but he reveals that Mary Jane sets her mind on something and sticks to it (as shown in a flashback at childhood when Mary Jane passes the broccoli which Aunt May passes onto Peter. Another flashback shows when Flash angrily teased her that girls play with dolls and not basketball before she takes it and demonstrates how good she is while storming out in anger. In Peter's imagination, Mary Jane is on the ship of Galactus where she is criticizing him about eating planets before Spider-Man reveals that it's not real). Spider-Man realizes that they must find a way to keep her from Jameson before she gets hurt and Spider-Man comes up with a plan. He changes back into Peter and catches up with Mary Jane. Mary Jane is surprised by how he appeared and he makes up that he was just in the neighbourhood when she called and had the idea to go get some pizza. Mary Jane points out that he never really has any money, she already had lunch and that her meeting is in ten minutes before taking back the first thing she said. He then tries to get her to take the Baxter building tour and that it's free which annoys her. Peter reveals that she's supposed to know what's going on between Jameson and the Beetle and that it could be dangerous. She tells him that it may be so but what kind of reporter would she be if she let's that stop her. She asks why she should be afraid when Jameson isn't. She also reveals that it's the first step tour of realizing her dream, that she's a Bugle intern and that tomorrow, she will run the whole thing (which makes Peter imagine her being like Jameson). Peter tells her that if she's doing this, then he will come with her which makes Mary Jane reluctantly accept. Power Man and Iron Fist try to prevent her from entering with Iron Fist pointing out that it's something they're not permitted to do. Mary Jane angrily reveals that she has an appointment inside the building which is one that could infect the entire shape of her future. She then criticizes for being costumed vigilantes who are taking the law into their own hands and barring a citizen lawful entry into a public building which would make great for an exposé. She then threatens to let one of them go on the record which makes them let her pass when they realize how tough she is before getting gassed out by the Beetle's beetle nanobot. Peter pretends that they had the nerve and were incompetent but Mary Jane assures that they're just trying to protect people, that it's commendable and that she will not miss the interview. They come to the elevator and discover that Nova is in it and he claims that the elevator is off limits. Mary Jane asks what he is doing in there with Peter remarking that he is the elevator repairman. Unfortunately, Mary Jane pretends to appreciate Nova for looking out for her, that the building feels "unsafe" and asks him to escort her out which he accepts. However, she runs into the elevator with Peter and she remarks "thanks" before the elevator goes up with Nova realizing that she's unstoppable before getting shocked by the Beetle's beetle nanobot and getting shot by the mercenary. Mary Jane feels so excited with meeting Jameson face to face before the elevator turns off and falls. Fortunately, the elevator stops at a different floor and Peter pretends to be shocked by what happened (White Tiger having meddled with the control panel before getting knocked out by the Beetle). Mary Jane annoyingly finds it hard to get to the interview as if someone wanted her to miss it and Peter tries to get her to call it a day. However, Mary Jane decides to take the stairs with Peter pointing out that it's another thirty flights up. Peter tries to call White Tiger but Mary Jane interrupts him to come along and Peter asks how weird it is that Jameson hates Spider-Man so much and points that she's a fan of Spider-Man and asks why she would work for Jameson. She reveals that sometimes you can change things on the inside and reveals that she could look back on this for the rest of her life and say that was the day she took her first steps to achieving her lifelong dream. She tries to get Peter to move on to twenty more floors and points that stairs are a great cardio workout. They make it to the top and Mary Jane is excited for it and asks if he is. Mary Jane is about to talk the receptionist before Peter (who has sensed that the Beetle is coming) rushes her to the office. Jameson asks who let her in and asks if she knows her. Mary Jane reveals that they've never formerly met before introducing herself and reminding that she has a job interview which pleases him and asks her to proceed. Jameson reveals that this job isn't easy but he expects 150% for his employees and doesn't tolerate whiners. Mary Jane reveals that she doesn't either and tells him that he may expect 150% but will expect 1000% for her. After hearing a rumble (caused by the Beetle while battling Spider-Man), Jameson asks what that "racket" is with Mary Jane going to check on it. She calls Peter behind the door to make sure everything is okay outside the office and Spider-Man pretends that he dropped something and that he'll find a broom. She reveals that everything is fine and proceeds to reveal her ideas for editorials. More racket gets made (Spider-Man and his recovered team still battling the Beetle) and Jameson gets annoyed by it and demands what is going on and Mary Jane pretends that it's the cleaning crew. However, the Beetle makes it to the office but is prevented from destroying Jameson and is finally knocked out. To the surprise of the team, Jameson wasn't in the office and that it turned out that Jameson's monitor was in the room. Jameson criticized and nagged about Spider-Man before Mary Jane turned off the monitor with her quipping "I wonder who pulled the plug?".

 File:Mary Jane and Spider-Man after he saves her for the 2nd time.png  Mary Jane thanks him for saving her life again and he adds anytime before White Tiger interrupts him that they are still on the clock and the team leaves to take the Beetle into custody. Spider-Man changes back into Peter who pretends to have been alright from the attack. He asks her how the interview went before she points out the office being ruined. In the city, Peter apologizes for the interview and knows how much it meant to her. Mary Jane assures him to not worry and had already applied for the summer internship will get intervention. Peter is surprised that she still wants to work at the Daily Bugle and Mary Jane reveals that she still does now more than ever. She reveals that it's an organization that needs organizing and thinks about moving to editor-in chief.

#### I Am Spider-Man

Later, Peter notices a poster of a musical which is about his ego which greatly shocks him. Mary Jane reveals that it's her first professional credit but then realizes that it's actually high school but still admits it as a credit. Peter asks her about writing a Spider-Man musical and she points out that people think that Spider-Man is a menace and that she knows different and reveals that she plans to change public opinion about him. Peter tells her that it's a great thought but doesn't know what the director (revealed to be Agent Coulson) will do to her script and hopes for it to not be real *but* it is revealed to be real. On the day of the musical, Flash (who had been chosen to play the part of Spider-Man while Peter is to be his understudy) is having stage fright to go on stage and wants Peter to do it. Mary Jane comes to check on him and Peter pretends that he is doing one last vocal exercise but Flash's hand appears with a trash bin after throwing up. Peter tells her to go break a leg while he throws it out. The play begins until the real Spider-Man and Trapster crash into the play. Mary Jane (who doesn't know that the fight is real) points out that Trapster wasn't in her script. During the fight, Mary Jane tries to get them to stop making up lines and that she put a lot of work into the play. However, the fight still continues and at one point Trapster shoots a rope to make Spider-Man fall. Mary Jane tries to help but Trapster pulls her to take her hostage. He then flirts with her by asking about how long she graduates and calling her "**Red**". This makes Mary Jane disgusted by this and finds it creepy and angrily asks why he would say that and that it's so wrong. She then elbows him in the chin, steps on his foot and kicks him in the groin which gives Spider-Man time time knock him down. Spider-Man grabs her but Trapster shoots glue onto her shoe which causes her to slip out of it and onto Spider-Man. Trapster shoots again but Spider-Man moves Mary Jane up before carrying her to the side and kicking Trapster is the process. They both take cover behind a table from Trapster's firing. However, Spider-Man uses a rope to defeat Trapster once and for all before gluing his hands to the walls. Flash (who had managed to get out of Trapster's glue) wonders what happened with Mary Jane angrily revealing that Peter and Trapster (which she believes is someone else) went way off script but the audience loved it and angrily leaves while deciding to give up.

#### Revealed

Mary Jane made a cameo in Spider-Man's dream (referencing *The Wizard of Oz*), where she is with Aunt May and Harry being worried about Peter until Nick Fury and J. Jonah Jameson arrive in scarecrow and lion costumes before a little Nova with wings appears before the dream ends.

### Season 2

#### The Rhino

Mary Jane is only mentioned when Peter offers Alexander Sytsevich (who is being bullied by Flash) to hang out with him, Harry and Mary Jane but he refuses.

#### House Arrest

A while later, Spider-Man's teammates plan a party as a thank you for taking them in and invite Mary Jane, Flash and other guests to it. While trying to distract him, Mary Jane calls Nova who tries to tell her that he can't talk right now about the "thing". Unfortunately, Peter hears the doorbell ring and he finds Mary Jane, Flash and other guests waiting. While waiting, Mary Jane doesn't notice Flash stealing a garden gnome from the house. Mary Jane hears something which she points out to Flash (unknown to them, Nova has tampered with the S.H.I.E.L.D. security system to attacking the heroes). Flash believes that the party has begun but can't enter the house. He points out that he doesn't see any pizza or any other snacks and asks if Peter is hiding in the basement. Mary Jane calls Nova and asks when the party is starting and points out that everyone is getting restless. Spider-Man takes Nova's phone and pretends that they are still busy with the decorations. Even after the team disables the S.H.I.E.L.D. security system and changes back to their normal selves, they find that Mary Jane and all the guests have gone. Flash points out that their party was not cool and warns Peter about showing his face at school before leaving as well.

#### The Incredible Spider-Hulk

Later at Midtown High, Mary Jane meets Hulk (Mesmero having used his powers to switch Spider-Man and Hulk's bodies) thinking that it is Peter. While taking him in, she asks if he is ready for the "King Kong" of all science tests. Hulk tries to escape but Mary Jane prevents him and reveals that everyone has to take the test. After the science teacher allows them to begin, Hulk (who doesn’t know how to use or control Spider-Man's powers) accidently throws a pencil onto the ceiling and Mary Jane gives him another which he forcefully takes. When Hulk struggles, he yells why which causes everyone to look at him in confusion with Ava remarking on who didn't study. The test ends and everyone's papers are taken in. Later, Mesmero is forced to switch Spider-Man and Hulk's bodies back.

#### Stan By Me

During a storm at Midtown High, Mary Jane is with Peter and Harry working on a science experiment. Harry suggests that as lab partners, they should be cruising on his genius science skills and not covering because he misses every chem. lab and Mary Jane ends with having to sacrifice their Friday night to make them all up. Peter pretends that it builds character and while trying to light up, the power goes out. Peter tries to not worry before Stan comes in making a horror joke. Mary Jane tries to get Harry to relax but Stan reveals that something is stalking the halls, that he has seen its shadow and has heard it in the walls at night. The three are confused until Principle Coulson tells them that they should call it a night and reveals that he doesn't know why the power is out and it won't be back on till morning before a rumble is heard. They hear some scratching and notice claw marks and that the air vent has been opened. Mary Jane asks Stan if this is the stuff he has been hearing lately and Stan confirms that he has while joking about using fifteen words but one will do. Harry suggests on Principle Coulson's suggestion before they notice that he has disappeared and leave to go look for him. They notice more scratch marks and discover Principle Coulson's shoe. Harry and Peter realize that something's afoot. Peter suggests that Harry and Mary Jane go look for help while he stays. Mary Jane refuses because she has been looking for a great story to launch on the Midtown High journalism blog and that it could be top of page stuff. A piece of the ceiling breaks off and Harry decides that he is not leaving everyone alone. Stan suggests that Peter should go for help and Peter accepts before asking if they will be alright and Stan tells him that they will before trying to demonstrate his skills with the mop which he purposely fails. Peter secretly leaves to change into Spider-Man and finds a hole in the detention centre and realizes that something broke out. Meanwhile, Stan, Mary Jane and Harry are in a classroom and Stan tells them to stay close and reveals that the equipment maybe gone, there is still a hissing in the room. Harry starts to believe that help won't come and that they should've stayed where they were but Mary Jane tells Stan to ignore him because he doesn't appreciate a good journalistic lead and asks him about the hissing. Harry feels that something is behind him and falls with Mary Jane before Stan uses his torch to show that it's just Spider-Man who greets them and asks if they're okay. Mary Jane is happy to see him and tells him that he is just in time and hugs him to his surprise. Harry is angry that he is there (having blamed him for his father's transformation into **Green Goblin**) but Mary Jane defends him by telling Harry to give him another chance, that he's a hero and that he's just misunderstood which makes Spider-Man comment that he could've said it better himself. While patrolling the hallway, Mary Jane asks what he is doing at Midtown High at night and Spider-Man pretends that his normal self was crying for help which makes her and Harry convinced. Spider-Man is about to escort them out until the light breaks and they hear a hissing sound. Spider-Man senses the danger being close before a creature attacks him. Before the creature can finish him off, Stan arrives to defend him and drives it away. Spider-Man asks him about the way he fought and Stan reveals that he's got to be good with it especially in the cafeteria. He then points the Spider-Man got himself a handful. Spider-Man realizes that there is something on him and throws it off in disgust of Harry who throws it off himself. Spider-Man sees that its reptile skin which makes him suspect who it is and tries to contact the team and his wrist communicator is destroyed. Spider-Man tells them to stay behind him and stay together because this has become very dangerous. They discover that the wires of the electricity have been ripped out which explains the power outage and Harry wonders what did all this. They hear something in the boiler room with Mary Jane suspecting that it is where Principle Coulson was taken and asks if they should go in there with Spider-Man pointing out that they must. They enter until Spider-Man senses who it is before getting knocked away by the creature. Mary Jane flashes the light which reveals that it is: **The Lizard** (Dr. Curt Connors having been injected to become his evil ego). Spider-Man and Lizard battle each other while the other three hide and watch. Stan tells Mary Jane that if she's looking for a story, then they are witnessing a battle of a lifetime and starts describing everything in the fight. Lizard gains the upper hand against Spider-Man and abducts Harry as another hostage. Mary Jane points out to Stan that he knows every part of the school inside and out and asks where Lizard would take Principle Coulson and Harry. Stan tells them to follow and Spider-Man asks what Lizard is doing at the school and why he is taking hostages. Mary Jane reveals that he isn't, that he is taking equipment and believes that he only took the control panel when Harry got in his way and Stan is impressed that she should be a reporter. Spider-Man believes her suggestions and believes that he has to take on Lizard by himself. Mary Jane tells him that he isn't alone and that he has got her and Stan. Spider-Man is confused at first before realizing what she meant and orders her to go get help but she argues that it's her story and that Peter went for help. She also points out that they may not have a super power but it doesn't make them powerless. Stan points out that they can be his team which confuses him and reveals that Lizard would take the detention room. Spider-Man tries to prevent them from entering and to go a different route which confuses them. Mary Jane points out that he's an outsider, to let them look and that they know this school better than he does. Stan lets them in anyway and they discover S.H.I.E.L.D.'s subway and access tunnels under the school. Spider-Man doesn't know how to explain but Stan surprisingly reveals that it's an abandoned tunnel and Mary Jane believes him. Spider-Man is glad and Stan points out his greatness is overshadowed by his modesty. Spider-Man grabs both of them and while apologizing for the mess, he stuffs them into the locker for safety precautions and webs it to prevent them from being taken hostage by Lizard. Mary Jane objects that locking them in is not teamwork. However, Stan uses a gadget to cut the webs which surprises Mary Jane because Hulk could never break his webs until Stan points out about having to do this with taking chewing gum off a desk. Mary Jane starts to think that Stan is also a story and he asks if he used his modesty again. After Lizard ambushes Spider-Man in the tunnels and is ready to end him until Mary Jane and Stan use their phone and torch to blind Lizard into leaving. Spider-Man mistakes them for Iron Fist and Nova before seeing them. Mary Jane believes that Lizard didn't know what hit him before Spider-Man points out that he figured it out when he suddenly returns quickly. Lizard uses a piece of metal to try and hit them but it floods into the tunnels which knocks them back to the surface. Lizard then takes Mary Jane hostage and disappears. Spider-Man and Stan hear Mary Jane's screams that are coming from the maintenance room which they discover that has been turned into the lair of Lizard. They discover that he has tied Harry and Principle Coulson up and has put Mary Jane into a well full of water. Spider-Man tries to save her but Lizard prevents him and Stan tells Spider-Man to let him help. Stan tells Mary Jane to not sink and to think buoyant thoughts. He then uses a gadget in his mop to use as a rope to get Mary Jane out of the well and takes her to safety. Spider-Man brings Harry and Principle Coulson to Stan and Mary Jane before seeing that Lizard had built a machine. Harry comes to but Principle Coulson is still out cold. Spider-Man tries to call Director Fury but Lizard prevents him and takes Mary Jane hostage while demanding that he be left alone. Spider-Man tries to talk to Dr. Connors from the inside of who is and that he knows that he has built a machine to modify his brain waves and to stabilize them and that *they* can help him. He tells Lizard that they need a minute or two to finish it and that they can make it work *together*. Spider-Man asks him to give them the minute they need and that it will be over for the lizard part of him and that they can do this. This distracts Lizard and Spider-Man jumps over and Mary Jane blinds him with her phone while telling him to "lighten up" and calling him Lizard Lips. She escapes back to the others. Stan holds Lizard off before he follows him back to the others. Stan, Mary Jane, Harry and Principle Coulson are able to trip him into the machine. Spider-Man finishes working the machine to drive Lizard out of Dr. Connors. Unfortunately, Lizard reveals that he feels good, that he is Dr. Connors no more and that he is Lizard *forever*. This shocks Spider-Man into realizing that the Lizard part of him built it to drive out Dr. Connors and that he mistakenly helped with it. While fighting Spider-Man and Stan, Lizard causes a fire and Stan holds him off while Spider-Man takes the others to the elevator. Principle Coulson reveals that Stan can handle himself but Spider-Man refuses to leave Stan. Spider-Man shocks Lizard with is taser web and Stan knocks Lizard into the well but he escapes. Spider-Man uses his webs to bring Stan into the elevator and the group escapes back to the school. Spider-Man admits that they may not be his team but they did a good job. Mary Jane believes all of it to have been awesome but Harry points out that they should never do it again and everyone including Mary Jane agrees. Later after it becomes morning, Mary Jane is filming and talking about what happened and reveals that she was there and she will report every detail. It is later revealed to Peter that Stan is a S.H.I.E.L.D. agent and one of the founders of S.H.I.E.L.D.

### Season 3: Web-Warriors

#### Agent Venom

A while later at Midtown High, Mary Jane is with Harry until they get a fright from Peter who looks tired and exhausted. Mary Jane points this out and Harry asks him what he has been doing. Peter jokes about not putting out fires which has the two confused. Flash arrives wearing football pads and gear and greets Peter. The three are confused and Harry points out that it's not football season. Flash pretends that he's been hitting tackling dummies and practicing for something else which confuses the three. They walk together until Peter senses danger. The Beetle arrives by crashing through the roof looking for a piece of the recreated Venom symbiote. The four flee but the Beetle gives chase and knocks Peter away in the process. The Beetle fires missiles at them with Mary Jane pushing Harry and herself down. They believe that he is going to hurt them but he flies past and they realize that he is after Flash who has the piece of symbiote on his shoe. However, Flash bonds with the symbiote and becomes "**Agent Venom**" and helps Spider-Man defeat The Beetle and Taskmaster before joining the New Warriors.

#### The Next Iron Spider

Mary Jane makes a cameo in Peter's imagination being abducted by Lizard when Peter explains about whenever he hangs out with Aunt May, he always has to pretend to make an excuse so that he can change into Spider-Man.

#### S.H.I.E.L.D. Academy

Mary Jane is only seen in a flashback when Peter remembers everything at Midtown High when it is revealed that he is leaving the school for the very last time and is now learning at S.H.I.E.L.D.'s Academy.

#### Attack of the Synthezoids

Mary Jane makes a cameo in Spider-Man's dream at Midtown High before he wakes up to find that he is in a tube used by Arnim Zola.

### Season 4: Ultimate Spider-Man vs. The Sinister 6

#### The Symbiote Saga: Part 1

A while later, Mary Jane is at Oscorp watching over Harry who is in a coma in a bacta-tank (and doesn't know that he bonded with a white symbiote called "**Anti-Venom**" created by HYDRA). She calls Peter (who is in his Spider-Man costume) who tells her that he's really sorry that he hasn't had much time lately and that it's complicated. Mary Jane tells him that he's in a science emergency school (Triskelion) and knows that it's complicated and that it's a huge opportunity for him. She sadly tells him that Midtown High hasn't been the same since he left and especially what happened with Harry. Spider-Man asks her how he is holding up. Mary Jane uses a computer to check and reveals that his life signs are stable and that it's like he's in complete hibernation. She also reveals that whatever this "infection" is, it won't let him go. She tells him that he should come visit Harry and her and he promises that until he gets the first chance. Mary Jane tells him that it's good to hear his voice again and he tells her that he she has no idea and ends the phone call.

#### The Symbiote Saga: Part 2

After the recreation of the "**Carnage**" symbiote (which is named after the first Carnage symbiote that Green Goblin created.), it bonds with the people of New York including Hulk, J. Jonah Jameson and Shriek. The Carnage symbiotes attack Oscorp. Mary Jane calls Peter and tells him that she needs help. Spider-Man then remembers about the Carnage symbiote and asks if she's okay. She tells him that she won't be for long, that the Carnage symbiotes are outside trying to get in and that she can't move Harry. Spider-Man informs her that he will be right there. After getting help from Captain America, Iron Fist, Agent Venom Cloak and Dagger, they make it to Oscorp but discover that they are heading for the room where Harry and Mary Jane are. Mary Jane calls Spider-Man and asks him where he is and he answers that he is almost there. However, the Carnage symbiotes break in which makes Mary Jane warn Spider-Man that he is too late and that they have gotten inside. The Carnage symbiotes attack her and prepare to attack Harry but to Mary Jane's shock, Harry awakens from his coma and turns back into Anti-Venom. He saves her before heading outside to where Spider-Man and the others are. Spider-Man and the others try to protect Agent Venom from getting hurt by Anti-Venom again but Dagger is knocked out in the process. Mary Jane arrives and tells them not to hurt him and tells them that Harry is in the symbiote which has taken over him. Spider-Man tells her that they already know and orders her to leave because it's not safe. Mary Jane claims that they don't understand and tells them to find Peter so that Harry can listen to him because she knows it. Spider-Man promises that they will find "*him*" but for now, she must get to safety. She refuses to hide due to the city being in danger. This gives Spider-Man an idea of using her help and reveals that the Daily Bugle is down and they don't have anyone to guide them. Mary Jane reveals that if she can make it to the Midtown High media lab, she might be able to access the Daily Bugle's screens and stream through them but that is a big *if*. Spider-Man tells her that big *ifs* are they speciality and asks Cloak if he can get her to Midtown High. Cloak agrees to do it and then will take Dagger to safety. Before leaving Mary Jane asks if he will protect Harry and disappears with Spider-Man promising. After being transported, Mary Jane accesses the Daily Bugle screens and calls to the people of New York. She reveals that there is a low down on how to escape safely navigate the streets away from the Carnage invasion. However, Harry sacrifices the Anti-Venom to destroy the heart of the Carnage bomb. Unfortunately, Carnage survives.

#### The Symbiote Saga: Part 3

Mary Jane continues reporting that the Brooklyn Bridge has not been blocked or damaged. After battling a giant Carnage symbiote, it envelopes Midtown High in which something has mysteriously brought it to the place. Spider-Man and Agent Venom enter the place but are attacked by **Morbius the Living Vampire** (Dr. Michael Morbius having been turned into a vampire by Doctor Octopus far earlier) who tries to suck the life energy out of them but Harry as his hero ego, "**Patrioteer**" saves them and they chase Morbius who is trying to find the *queen*. After evading some Mini-Carnages and making it to the media lab, they discover egg sacs of Mini-Carnages. They decide to destroy them before they hatch but are interrupted by a voice behind them. Spider-Man recognizes the voice and tells Mary Jane that they've come to save her and they've been so worried about her. Patrioteer adds that they've got to leave and that the Carnage symbiotes are out of control. She reveals herself to have bonded with the Carnage symbiote and has four legs much to their shock. Mary Jane reveals that they are not out of control anymore and reveals her title to be **The Carnage Queen** before revealing that she is in complete control and she is order. Carnage Queen asks if they're the ones angering her *pets* but Spider-Man tries to talk to Mary Jane from the inside to fight the symbiote off like Patrioteer fought off his symbiote and that she can as well. She struggles but then reveals that she is not just another symbiote and attacks Agent Venom but Spider-Man throws her arm off. Morbius appears having found her at last and asks her if she recognizes him before revealing that he is her creator. He reveals that her host's body had contact with Venom, Anti-Venom and Carnage making her the perfect vessel for the queen. The Carnage Queen dismisses this and believes herself to be the creator before ordering her minions to destroy them. Mini-Carnages hatch and prepare to attack. Spider-Man tries to tell her that they are not with Morbius but the Carnage Queen claims that nobody will survive her wrath and her Mini-Carnages attack the three. Spider-Man reveals that Mary Jane has a will of iron and that she will be able to break free from Carnage. Morbius reveals a mind control device and taunts that Spider-Man fails where he succeeds. The Carnage Queen attacks him but he dodges all of her attacks before managing to place the mind control on her head. He reveals that he knew that she would uncontrollable and that he had a contingency. She gives in to his control and asks what his bidding is and he orders her to capture the heroes. She orders her Mini-Carnages to attack them but Spider-Man tries to get her to fight the control. The Carnage Queen dismisses that there is no Mary Jane but only the Carnage Queen. She attacks Patrioteer but he shoots her axe-turned arm off. However, the Carnage Queen creates her arm into a mace while revealing that they cannot destroy all her weapons and that she is a weapon. She continues attacking him and gains the upper hand. Spider-Man brings Morbius down and takes the mind control watch and gets her to his attention. He orders the symbiote to leave Mary Jane's body and it seems to leave her but it knocks the device out of his hand and Morbius retrieves it back. He reveals that the symbiote and Mary Jane are bonded for life and that nothing can separate them from each other. He then orders her to capture the heroes. The Carnage Queen attacks them with Spider-Man trying to tell her that he doesn't want to fight her while dodging her attacks and she agrees with before she uses her knife-turned hand to try and cut him but he holds on to it. Unfortunately, she uses her other arm as a mace to knock him out while her Mini-Carnages knock Agent Venom and Patrioteer out. The three heroes are taken to the S.H.I.E.L.D. base under the school where de-facto leader, Crossbones and HYDRA are (who were aware of where it was). Spider-Man asks if he's going to gloat but Crossbones reveals that it's not his style and takes Spider-Man's hand to have the computer recognize him. Morbius proceeds to operate the computer while telling Spider-Man to give him some credit as if he wouldn't disable force recognizance. He then proceeds to put the HYDRA missiles back on. Spider-Man reveals that they were disarmed decades ago before Morbius reveals that they are now rearmed with Carnage drones in them and that the Carnage army will secure the planet for HYDRA. Crossbones reminds Morbius that they got what they wanted from Spider-Man and orders him to finish the heroes. Morbius orders the Carnage Queen to destroy Spider-Man but he tells her that she and her host can work together with her telling him that the queen obeys as long as she wears the crown. Morbius angrily tells her to obey him but Spider-Man destroys the mind control device. The Carnage Queen turns on her creator which shocks Morbius. Crossbones angrily tells him that if he thinks he can reason with her then he is a bigger fool than Doctor Octopus ever was. Crossbones escapes with HYDRA for the launching and leaving Morbius alone. The Carnage Queen grabs him before he decides to drain the life energy from her. Unfortunately, the Carnage Queen isn't infected by this and reveals that she is not life and that she is Carnage.

She then drains the life energy out of him which kills the mad scientist in the process. After freeing Agent Venom and Patrioteer, the Carnage Queen claims that they tried to control her which was a fatal mistake and grabs him. Spider-Man tries to get Mary Jane to fight the symbiote but she prepares to kill him. Patrioteer at first thinks of blasting her but Spider-Man convinces him use a different method. Patrioteer realizes something and reveals himself as Harry to her and reminds her that she never gave up on him during his time as Anti-Venom. Agent Venom believes it to be crazy but Harry convinces him that it's the only way to get her to come back. Agent Venom reluctantly agrees and reveals himself as Flash to her while reminding that everyone knows him. This causes her to struggle and release Spider-Man. After destroying the Mini-Carnages holding his friends, he reveals himself as Peter and reminds her that she is his best friend, that they miss her and to come back to them. Mary Jane's head pops out and asks if it's really them and Spider-Man confirms it before reminding her that she's the only one who can stop Carnage, that she saved an entire city from chaos and she now has to destroy Carnage once and for all but he knows well enough to say "You've got this Mary Jane!". Mary Jane finally breaks free and destroys the symbiote and falls unconscious. Believing to have lost her, she reveals that she's alright. She groggily wakes up and believes that they started a super hero club without her and calls them jerks even though it is S.H.I.E.L.D. who recruits new heroes. They then remember the Carnage missiles but Agent Venom has already disabled them, to their combined shock and relief. At the Triskelion and after a check-up, Peter reveals that he didn't mention that the science emergency school was S.H.I.E.L.D. Mary Jane reveals that he didn't think she knew something was up and that she's studying to become a reporter after all. Peter reveals that he never wanted to hide the truth but if he did then all of his enemies would come after those closest to him like her. She assures him that she can take care of herself before he reveals that she is one of the only people to save from the Carnage outbreak. Mary Jane reveals that she wants to help out and that's something they have in common. After staring at each other, he decides to leave to help clean the mess not before revealing that it's good to see her again. Mary Jane decides they should do it more often. After he leaves a close up of Mary Jane's eye reveals that the Carnage symbiote is inside her and has made her the perfect host.

#### The Spider Slayers: Part 1

Later, Mary Jane and Peter are hanging out with each other with Peter telling her all about the events of when Loki switched bodies with him and that the Avengers never knew. Mary Jane finds all of his adventures amazing but being a super hero maybe fun but it comes with drawbacks. Peter agrees with it and especially keeping secrets from loved ones. Mary Jane begins to worry that being a hero takes so much out of his life and asks if he sometimes thinks about being a normal person. Peter reveals that he doesn't think of it that way and with his powers, it's his responsibility to help people. Mary Jane asks him if he finds it weird from being bitten by the radio-active spider because she was right next to him on that field trip and that it could've been easily have been her. Peter believes it to be a crazy thought and jokes about her being "The Ultimate Spider-Woman". She is amused but finds it crazy until they hear a sound behind them. Peter goes to check it out and shockingly sees himself in his Spider-Man costume with a scratched chest. Mary Jane asks who that is if he's with her. Peter believes it to be Nova and one of his pranks and tries to pull the mask off. He and Mary Jane find that it's not coming off like it's a real face. The Spider-Man duplicate grabs him and starts shocking him. Mary Jane surprisingly kicks him away with Peter asking where she learned to kick that hard and she claims that she learned it from Adrenaline and asks if he is alright. Peter answers that he doesn't know and that it felt like the thing stole some of himself. Mary Jane suggests that they go to Dr. Connors (who is now fully cured of his Lizard ego) but Peter assures her that he is fine enough to take down the poser. He changes into Spider-Man and confronts the duplicate. He asks him who he is but it asks him the same thing with Spider-Man telling it to stop copying him. It reveals that it needs something with Spider-Man asking what it is but it reveals that it needs to feed. They fight with punching and kicking each other before the duplicate kicks Spider-Man away. It then confronts Mary Jane and revealing that it is so hungry while it starts shocking her. Spider-Man kicks him down and asks if she is okay. She reveals to be alright but is a bit hurt with Spider-Man agreeing with her and thought that the thing wanted him before noticing it leaving. Spider-Man orders her to get to safety while he goes after the thing. Mary Jane hitches a ride on him and she tells him that he is not leaving her and that she can get the story of the century. Spider-Man reminds her about what happened during the Carnage invasion and that he can't risk losing her with Mary Jane remarking that he can lose her if he tries. Spider-Man tells her that he is serious and reveals that his friend Ben Reilly AKA Scarlet Spider was destroyed saving the city and he can't go through that again. Mary Jane feels sorry for him but it's not her and that she's got to see this through. They see the duplicate head into an alleyway with a dead end and Spider-Man believes that it didn't observe his intelligence. However, they find that he has disappeared with Mary Jane pointing out that the duplicate maybe smarter than he thinks. Spider-Man realizes that he could never escape without them seeing him and she suggests that he may be invisible but Spider-Man reveals that if he were cloaked, he would've sensed him. Mary Jane points out that he didn't sense him when he was in the park with Spider-Man agreeing with her and believes that maybe it was trying to be a duplicate of him that he couldn't sense it and comments that she is good. She thanks him but also reveals that she knows that there is not another brick in the wall. Spider-Man tries to stop her but she pushes it which opens to a secret entrance. Spider-Man believes it to have become dangerous and orders her to not follow him down but Mary Jane just enters while commenting that he is following *her* which annoys him. He calls out for someone and Mary Jane comments about him finding her quippy and he tells her that it's coping and that she wouldn't understand because nothing scares her. They discover a lab with Mary Jane excitedly asking if it's super villain lair. Spider-Man reveals that it is a lab and that they missed a fight after seeing scratch marks. Mary agrees and points out that everything's been trashed because it looks like someone was searching for something. They notice computers showing DNA with Spider-Man realizing that the building looks the same but the molecules are different and that it could be synthetic designs to mimic DNA. He realizes the duplicate of him may be another one of HYDRA's Synthezoids and that it explains why the duplicate was such a great conservationist. Mary Jane finds files on the computer called "**Project Kaine**" which is an attempt to synthesize spider DNA on a large scale. Spider-Man realizes that it's an attempt to produce spider-villains and comments that he'd hate to meet them in a dark lab. Mary Jane suddenly points to what is behind him and they see Synthezoids appearing. Spider-Man is annoyed by his spider-sense not going off until the duplicate appears and reveals his name to be "**Kaine**" and that he is so hungry. Spider-Man tells Kaine that his friends are creepy but Kaine while turning the Synthezoids into duplicates of himself believes himself to be like Spider-Man. Spider-Man comments that he never understood the part about too much of a good thing until now. Spider-Man jokes that Kaine is a worse figure of speech but Kaine just keeps saying he needs to feed. Spider-Man asks Mary Jane if he sounds like Kaine before attacking the Synthezoids and using his taser web on Kaine before kicking him. The Synthezoids attack Mary Jane but Spider-Man prevents them while ordering her to take cover. Before a Synthezoid can hurt him, Mary Jane kicks it away while telling him that she can help. Spider-Man tells her that it will take more than just a lucky kick but Mary Jane remarks on telling her about it. Spider-Man is then shocked to see her turn her hands into a knife and axe and her eyes glowing red. She cuts through two Synthezoids with Spider-Man realizing that she still has the Carnage symbiote inside her with her commenting that he's a quick one. He tries to tell her that she will be the Carnage Queen again and to fight it but she reveals on where the fun is with that when she can embrace it. The symbiote then changes her appearance into a black spider-suit with a red spider symbol and matching red shoulder-length gloves and leggings. She then reveals her ego to be "**Spider-Woman**" from earlier. The Synthezoids recover before Spider-Woman slices the again with Spider-Man confused. They both fight off the Synthezoids and he asks when she was going to tell him about it with her remarking about keeping his identity from her for years. Spider-Man points out that it wasn't the point but Spider-Woman bickers that she was waiting for the right moment to tell him. While slicing through more Synthezoids, she reveals that after the Carnage invasion, she discovered that she still had the symbiote inside her. Spider-Man argues that the symbiote is dangerous and points that she should've gone for help. Spider-Woman reveals that she went to Doctor Connors who has been working with her moderating her progress daily before jumping down to kick a Synthezoid. Spider-Man tasers two others and points out that it took Agent Venom a lot of training to control his symbiote. But she bickers that she's stronger, faster and sharper. They destroy a few more Synthezoids before becoming surrounded back to back. She then asks that if she told, then what would he do. He answers that he would've brought her into the Web-Warriors team and that she is one of them now before shooting webs into the heads of the Synthezoids. While cutting through the others, she agrees with him but reveals that she doesn't know if she wants to be a super hero. Spider-Man asks what's better than being a super hero and she bickers that college, travel and journalism and that she has plans for her life and that they don't involve getting punched by bad guys in alleyways and cuts through other Synthezoids. After destroying three others, Spider-Man reasons that being a hero isn't always a choice and reveals about the lesson Uncle Ben taught him. While cutting through Synthezoids, she reveals that she's responsible for herself and her family and that he doesn't understand that running around with a troupe of super heroes doesn't seem like the great responsibility in the world. She finally destroys the rest by using her hand-turned mace to crush the floor but it not only destroys the rest but also reveals another HYDRA lab. She then sees tentacles which Spider-Man recognizes as the tentacles of his arch-nemesis, Doctor Octopus and jokes about Aunt May fighting crime as the **Super Squid Lady** and that after today, anything is possible. Spider-Man feels pain from the Synthezoids and Spider-Woman suggests that they get him back to the Triskelion but claims he's fine and remarks about keeping secrets and being overprotective and that he now knows what it's like to have himself as a friend. Kaine follows them still wanting to feed on them which annoys Spider-Man on how he doesn't quit. Spider-Woman tells him to sit it out while she takes care of him. She slices at him but he jumps over her still wanting to feed. She slices at him but he dodges all her attacks. Spider-Woman points out that Kaine is different from the others and that he's learning with Spider-Man guessing that he may be the leader. Kaine jumps and kicks Spider-Woman before dodging all of Spider-Man's web shots. He then proceeds to try and drain him but Spider-Woman cuts his arm off. To her disgust, Kaine puts his arm into his side before using his webs to brings them down before trying to drain the life force out of them. However, Kaine is suddenly cut from behind and the two look up to see much to Spider-Man's surprise that Scarlet Spider is still alive but he tells Spider-Man not to remind him. Spider-Woman asks him about him being the Scarlet Spider and that he looks less dead than he described. Spider-Man explains that Scarlet Spider was a trusted member of the Web-Warriors, that he was his friend but was really a spy for Doctor Octopus in which he betrayed the team and told Doctor Octopus his secret identity. Scarlet Spider points out that Doctor Octopus only treated him like an Octobot and that he can't let that happen. Spider-Woman asks why they're not taking him down after what he did but Spider-Man defends him by revealing that he defected from Doctor Octopus and saved New York by crashing HYDRA Island into the bay. Spider-Man tells him that they searched for him for days but Scarlet Spider reveals that he didn't want to be found. He then opens up different metal walls with machinery. Spider-Woman tries to get him to stop because she doesn't know who he is but then he reveals that he doesn't either. He reveals that Doctor Octopus took all his memories when he gave him powers, lied about his origins about being the first spider and an early experiment. Spider-Man then comments that he won him first place in the science fair but Scarlet Spider reveals that it isn't a joke, that Doctor Octopus messed with is head, used him to hurt those he cared about and that he can't let that stand. Spider-Man is impressed by him saying that he has loved ones and Spider-Woman points out that if he wants data, they should try using computers instead of bashing them. Spider-Man asks him why he came to the lab and what he is looking for and Spider-Woman believes that he wants to find Doctor Octopus for revenge with Scarlet Spider finishing about ending him once and for all but Doctor Octopus moved his lab, that he found a couple of HYDRA soldiers and convinced them to tell him where the lab is. Spider-Man realizes that it led him hear before Scarlet Spider points out that he was also attacked by Kaine who is an old experiment to mimic spider powers and guesses that he must've been left as a security system. Spider-Man reveals that they met him as well and asks why he didn't tell him that he was alive. Scarlet Spider regretfully answers that he nearly destroyed S.H.I.E.L.D. and Aunt May, that he is not proud of it and reveals that they would lock him up if he came back. Spider-Man assures that they would've brought him back home and becomes annoyed by everyone keeping secrets with Spider-Woman commenting that he has a reporter like her. Scarlet Spider sarcastically asks her if she wants to show Doctor Octopus her press pass but she reveals that her job is hunting through facts and she accesses another secret entrance. Spider-Man sees claw marks and realizes that Doctor Octopus has also been to the place and Scarlet Spider believes that he is close and finally wants revenge on him. Spider-Man points out that there are more important things than revenge but Scarlet Spider remarks that nothing is coming to mind. Spider-Man suggests the truth on why Doctor Octopus gave him those powers, who he was before and that there are one hundred questions to be answered but Scarlet Spider asks about who cares. Spider-Woman points that he does and also points that the getting his life back is worth more than vengeance like if he had a family or someone who misses him. Scarlet Spider reveals that he already had a family and nearly destroyed them and that it won't happen again. Scarlet Spider uses his stinger to unlock the entrance of the last place and they find Doctor Octopus in there at a computer going through files. He tells them except Spider-Woman whom he had never met before that they arrived early and reveals that he thought the Synthezoids that he released earlier on the three would keep them busy. Scarlet Spider tries to attack him but Spider-Man tells him to wait before Doctor Octopus releases more Synthezoid versions of Scarlet Spider and he reveals that he had plenty of his DNA on it.Scarlet Spider tells them to stay back but Spider-Man refuses. Spider-Woman cuts through most of them and Scarlet Spider defeats most of them before Spider-Man comments about having the on the Web-Warriors team until they tell him to give it a rest. Doctor Octopus finds that all of his data has been taken and blames Zola for it. A Scarlet Spider Synthezoid is knocked into him and before Spider-Man can tell him it’s over, Scarlet Spider threatens Doctor Octopus with his stinger, ready to end him. Doctor Octopus begs him to wait with Spider-Man agreeing and persuades Scarlet Spider to let him get the answers from his creator. Scarlet Spider angrily tells him to talk and Doctor Octopus reveals to him that he was HYDRA's first attempt to create an arachnid powered soldier but they kept failing and Zola had no choice but to partner up with him. Spider-Man asks him about helping Zola and Doctor Octopus reveals that he revitalized Zola’s crude approach with his elegant biological research and taunts that Zola may have started Scarlet Spider but he perfected him and that Scarlet Spider is his masterpiece with Spider-Woman commenting about him being a piece of work. Spider-Man threatens Doctor Octopus to get to the point or Scarlet Spider will end him. Doctor Octopus reveals to Scarlet Spider that he has a unique fascinating past and that knowing it will change everything about who he is. Scarlet Spider out of anger, demands that he tell him who he is. Doctor Octopus tells him that he wouldn’t believe him if he did tell him but the proof of his origin and everything he seeks is on HYDRA Island. Spider-Man reminds him of it having sunk to the ocean. Doctor Octopus reveals that the island is still active as well as Zola. He also reveals that Zola holds the key to Scarlet Spider’s origin while he came to find his long-lost research, only to discover that like Scarlet Spider’s old life, Zola stole it. He reveals that Zola is still down in the ocean along with the answers to who Scarlet Spider is. Scarlet Spider believes Doctor Octopus to be lying but he assures Scarlet Spider that he isn’t and asks him if he is going to kill him, the only one who can lead him to the truth. Scarlet Spider tells him that he is taking him there right now. Spider-Man tries to stop him but he and Spider-Woman are webbed up and Scarlet Spider tells him that he said the truth was more important than revenge. Spider-Man tells him that taking a supervillain to a sunken fortress is not what he meant. Scarlet Spider puts Doctor Octopus in a submarine and leaves. Spider-Man tells Spider-Woman that he doesn't want to mess with her life's plan but he has to stop them. He points that Doctor Octopus always has an ulterior motive and reveals that if he gains access to his research and HYDRA's technology there will be nothing to stop him. Spider-Woman agrees and points out about Uncle Ben's lesson before telling him to go while she goes to get the rest of *their* team. Spider-Man is surprised by this asks if she will join but she tells him to ask him later before hugging him and prickling him with her spikey arms which she apologizes for and leaves. In the process, she points that he doesn't have a submarine but assures her not to worry and then hitches a ride with them.

#### The Spider Slayers: Part 2

While Spider-Man, Scarlet Spider and Doctor Octopus enter HYDRA Island and discover everything about Scarlet Spider, Mary Jane makes it to the Triskelion where Agent Venom, Iron Spider and Kid Arachnid (the Ultimate Spider-Man from the Ultimate Universe) are training. She asks for their help with Agent Venom asking what she wants and that the training room is dangerous. She reveals that Spider-Man is in trouble and *they* are the only ones who can stop them. Iron Spider asks what happened and she reveals that he is with Scarlet Spider and Doctor Octopus on HYDRA Island. Agent Venom is angry that Scarlet Spider is alive (due to him having betrayed everyone) but Mary Jane tells them that Spider-Man's convinced that Doctor Octopus is leading them into a trap and that *they've* got to save them and prepares to leave. Agent Venom attempts to stop her by telling her they've got it and that she doesn't realize how dangerous it could be with Iron Spider pointing that she doesn't have the skills like them. Hearing this, she changes into Spider-Woman in front of them, which greatly shocks them before she easily knocks Agent Venom and Iron Spider down which shocks them even more. Having seen her amazing skills, Kid Arachnid votes that she goes with them and they all go to HYDRA Island. During the flight in the Web-Warriors' ship, Spider-Woman points that she doesn't understand because Iron Spider saw where HYDRA go down. He assures that he did but wonders if the fortress has some kind of radar cloak that's still active and that they can't dive into it blindly, that they will get lost and time is of the essence. Spider-Woman then realizes that she didn't know that being super hero meant so much waiting. Later, after Doctor Octopus (whose appearance was changed again by nanobots to a healthy-looking man with a green and yellow costume) escapes after turning Zola on, Zola controls HYDRA Island to rise which catches the attention on Agent Venom. Iron Spider realizes that the weapons of HYDRA Island are back online and is heading for New York City. In the fortress, Ben (who learned that he is a Half Human/Half Synthezoid) becomes leader of the "**Spider Slayers**" (consisting of **Bone Spider**, **Ghost Spider** and **Goliath Spider**), they prepare to end Spider-Man until the Web-Warriors arrive. Agent Venom still believes that Scarlet Spider is evil before the two teams fight. Spider-Woman fights Bone Spider by dodging and punching him before struggling with him. Much to the surprise of everyone, Scarlet Spider is revealed to have turned against Zola and has ordered the Spider Slayers to stand down. He reveals that he was pretending to follow Zola before turning against him which angers Zola into attacking them all. However, Spider-Man destroys the life computer which shuts down Zola and Spider-Woman and Kid Arachnid congratulate him. However, the Spider Slayers start melting and require stasis pods. Scarlet Spider asks for help and the others help him get them into the pods. Kid Arachnid forgives Scarlet Spider and Spider-Man hugs Spider-Woman and thanks her for brining the team. She then realizes that there might be something to being a super hero after all until everyone is interrupted by HYDRA Island starting to fall apart without Zola to control it. They take the Spider Slayers with them into their ship and escape the destroyed fortress. After helping the Spider Slayers, Spider-Woman comments that "Scarlet and the Spider Slayers" is something her mother would've liked in the eighties. Spider-Man is proud that with Scarlet Spider, the Spider Slayers helped save the day but Agent Venom still doubts him but Spider-Man defends that his past doesn't matter and that there is a future for him to look to. They then discover that Zola had stowed away into Spider-Man's communicator but he simply throws Zola into the ocean where he can never be found forever. Spider-Man tells the team that it wasn't easy but they have stopped HYDRA for good. They then travel to the Triskelion.

#### The Spider Slayers: Part 3

While arriving at the Triskelion, the team complain of space after letting the Spider Slayers out. Goliath Spider accidently bumps in Spider-Woman who tells him to watch, calls him big guy and to budge up. He turns into his metal self knocks her away which has her comment classy. After further bickering, the finally arrive at the Triskelion. Scarlet Spider is worried due to what he did but Spider-Man assures him that everything will be alright but Iron Fist, Power Man, Nova and Squirrel Girl attack him and the Spider Slayers for betraying them all. The Web-Warriors try to get them stop but Agent Venom is the only member to believe that Scarlet Spider is still betraying them by using the Spider Slayers as a Trojan horse a word in which he gets wrong and Spider-Woman corrects him while trying to stop him from attacking Ghost Spider. Spider-Man manages to convince Scarlet Spider to get the Spider Slayers to stop and everyone stands down. However, Agent Venom and the others including Iron Spider still don't trust Scarlet Spider. Before anyone can get sleep, the alarm goes off and it's revealed that there is a breech in the security system which makes the whole building go on lock down. They realize the breech has been coming from Dr. Connors lab with Spider-Woman asking if anyone knows who did it. Spider-Man suggests that Nova left the popcorn in the microwave again until they see that Nova along with Iron Fist, Power Man and Iron Spider have been taken down. Agent Venom is quick to believe that Scarlet Spider or the Spider Slayers did it before Spider-Man points out that Scarlet Spider was with them and that the Spider Slayers are still in their pods. This makes Spider-Woman realize that someone else did it and because of the lockdown, they must still be in the building which makes everyone worried. Dr. Connors examines them and reveals that they're not just unconscious but they are in some sort of coma. Before Agent Venom can accuse Scarlet Spider, Spider-Woman points out that they should not jump to conclusions and reasons that they need more proof and whatever happened could've been caught on cameras with Spider-Man appreciating her thinking. They head to the security office but find it all destroyed. Spider-Woman discovers that everything has been slashed by something razor sharp. After having Squirrel Girl's squirrels sniff it out until they smell snacks on Scarlet Spider. Agent Venom believes that he is covering his tracks but Spider-Man tells him to not jump to conclusions and everybody believes that Scarlet Spider didn't do it. Spider-Woman believes Scarlet Spider to be the most likely suspect and Agent Venom suggests locking him up but Scarlet Spider angrily assures that he will do it himself. He enters his own pod as a way to prove his innocence and to gain everyone's trust back. After locking him up, the Web-Warriors and Squirrel Girl leave to find the real suspect. While the others look in different rooms, Spider-Man and Spider-Woman decide to take the west side. While swinging, Spider-Man asks if she thinks that Scarlet Spider is guilty and answers no but she isn't sure he is innocent and believes about him being controlled like he controls the Spider Slayers. The power goes with Agent Venom reporting it to be out on the east side as well as the west. When Spider-Man tries to make contact with Kid Arachnid, he doesn't answer and the two along with Agent Venom and Squirrel Girl head to the generator room. They find that the generator has also been slashed and find Kid Arachnid taken down. Dr. Connors confirms that he is in the same situation as everyone else but is suffering instablitating exhaustion. Much to the annoyance of Spider-Man, Agent Venom believes Scarlet Spider to be a "spider vampire" but Spider-Man points out that Scarlet Spider is in his pod and Spider-Woman asks if he is sure. They discover that he is out of his pod with Agent Venom believing to have known it all along. Spider-Man points out that the pods can only be opened from the outside and someone let him out. Squirrel Girl points out that whoever it was wasn't interest in the Spider Slayers who are also in their pods. They discover Synthezoid fluid and follow it to the lab. They then hear someone say that he needs to feed which makes Spider-Man recognize the voice as: Kaine. This confuses Spider-Woman until Kaine reveals himself to have changed hideously with tendrils. He attacks them but they dodge and Spider-Man shoots web at his head and asks what is with his new appearance and where his other dupplicates are. He reveals that he needs to absorb while attacking Spider-Man and Spider-Woman. This makes Spider-Man realize that Kaine was the one behind the attacks and Spider-Woman agrees with him by commentating that for a sophisticated plan for a guy who can barely complete a sentence. Kaine continues slashing at her but she keeps dodging before Agent Venom starts firing at him. Spider-Man tries to warn him to not go near Kaine but he starts absorbing Agent Venom before Spider-Man stops him. This makes Agent Venom realize why he keeps on saying that he needs to feed. Spider-Woman moves him out of the way after Spider-Man throws a computer on Kaine. Spider-Man orders to keep him at bay by throwing things at him. Squirrel Girl and Spider-Woman use an freeze tank to freeze him but he easily breaks out. After Kaine defeats Squirrel Girl, Spider-Woman attacks him but he uses his tendril to grab and absorb from her. Spider-Man distracts him but he throws Spider-Woman into Agent Venom. Spider-Man fights him but Kaine has the upper hand until Scarlet Spider arrives and saves them by stabbing Kaine's head. Scarlet Spider tries to use a gadget to overload him but Agent Venom prevents him still believing that he is betraying them. However, after trying to get the Spider Slayers to fight Kaine, Kaine becomes the new leader and the Spider Slayers betray everyone. They gain the upper hand in the fight and before they can finish them off, Iron Spider, Kid Arachnid and Spider-Woman intervene. She and Kid Arachnid attack Kaine and Spider-Man becomes confused by their recovery. Spider-Man is attacked by Bone Spider but kicks him away. Kid Arachnid reveals that human spider recover a lot quicker than Synthezoids. Spider-Man then suggests the divide and conquer strategy and Spider-Woman continues her fight with Bone Spider who both use their powers for a weapon fight. She tells him to cut it out but not literally. As Kaine has the upper hand against Spider-Man, Agent Venom and Scarlet Spider, the Web-Warriors throws the other Spider Slayers onto him. Spider-Man orders him to surrender but to their shock Kaine absorbs the Spider Slayers into himself which turns him into the "**Ultimate Spider Slayer**". The Web-Warriors attack him but he proves to be too strong and at one point absorbs Spider-Woman and Agent Venom, knocking them out. Kaine begins to absorb Scarlet Spider into him but Agent Venom enters Kaine with the device to save Scarlet Spider and Kaine starts to overload while the other Web-Warriors watch and Kaine with the Spider Slayers finally explodes, destroying him for good. They all clean up and Agent Venom apologises to Scarlet Spider for not trusting him and admits he was wrong about him with Scarlet Spider also admitting everything he thought about him as well. Kid Arachnid admits to Spider-Man that he was the one who never doubted Scarlet Spider for a second with Spider-Woman pointing out with even all the evidence against him. Spider-Man points out that it wasn't him but Scarlet Spider because he always chose their side and is as human as the rest of them. This makes everyone in S.H.I.E.L.D. Academy trust Scarlet Spider again.

#### Graduation Day: Part 1

Later on graduation day, after Doctor Octopus threatens Aunt May's life, Spider-Man assembles all of his teams and informs them about what happened. He reveals that Doctor Octopus' overconfidence is his weakness and asks if they are all in and they agree. He shows them the locations of Doctor Octopus' old labs and his well known associates which should lead them all straight to him. Spider-Man reveals that they will all tackle these labs at once and show Doctor Octopus that they are not kids anymore. After Spider-Man, his classic team and the New Warriors are able to apprehend Scorpion, Crossbones (whom Doctor Octopus kidnapped because of his treatment from him and has had him turned into a lizard), Kraven the Hunter and Vulture, Spider-Man is contacted by Iron Spider that they've found Rhino at the boathouse and leaves to help the Web-Warriors defeat him. Rhino is busy charging and trying to grab at the team but they keep dodging him. Kid Arachnid makes a joke about running into Rhino when he actually ran into him, which makes Spider-Woman annoyed by his bad jokes and realizes that they've been hanging with Spider-Man too long (even though Scarlet Spider doesn't take the jokes either). Agent Venom claims that Rhino doesn't know the meaning of the word friend and gives a hint of not stabbing a team in the back. He and Rhino attack each other and Agent Venom webs him up. Rhino breaks through them while under mind control, claiming that Doctor Octopus commands before punching Agent Venom away but Spider-Man catches him. Spider-Man tells him to cut Rhino some slack and that Doctor Octopus has messed with is mind over and over again with Scarlet Spider agreeing that Doctor Octopus's mind control isn't easy to get over. Iron Spider suggests determining Rhino's motives after they contain him which the team agrees on and attack Rhino. They web and grab at him but he easily breaks free. Spider-Man tells Kid Arachnid and Spider-Woman to lead him to the water which makes Kid Arachnid annoyingly see that he now wants Rhino to follow him. Spider-Woman asks what his plan is and hopes that rhinos hate getting wet before dodging Rhino. He attacks them but they dodge him and fool him into falling into the water. Spider-Man then orders to shoot the freeze webs which trap Rhino in place and Spider-Woman finds that a clever move. Spider-Man calls Alexander from the inside on where Doctor Octopus is before he reveals that Doctor Octopus is close to them which makes Spider-Man think is New York but Rhino reveals that he is much closer. Doctor Octopus appears from under the water before he taunts Spider-Man for not listening to him. Spider-Man realizes that Doctor Octopus was hiding underwater which he never saw coming. Doctor Octopus attacks the Web-Warriors while telling Spider-Man that he was warned before calling Spider-Man a pathetic child and angrily tells him that he gave him an ultimatum in which he chose to ignore and that becoming Spider-Man again will be his final mistake. Spider-Man tells him that *he* made the mistake and tells him that he can eat his breakfast but he can never threaten Aunt May. Spider-Man and the Web-Warriors are able to defeat him by having Iron Spider shocking him. Spider-Man congratulates the team because they just wrapped the battle up and ready for graduation day. Agent Venom tells him that *he* did it by stopping his greatest enemy and that it's finally over. Spider-Woman tells him that Aunt May is safe because of him and that it's got to feel good. Spider-Man reasons that she is safe because of *them*. He assures that he knows that they joined this team because of circumstances between each of them but the way they've come together, he is proud of them all. Iron Spider the names Spider-Man the Nerd, Agent Venom the Jock, Spider-Woman the Cool Girl, Scarlet Spider the Tough Guy and Kid Arachnid the Kid From Another Dimension. He also reveals to Spider-Man that this unlikely arrangement would never have formed if it were for him. Spider-Man assures that they were always going to be heroes and that he is glad that he got to see it happen. Scarlet Spider and Agent Venom decide to break the moment by taking Doctor Octopus to prison so that they can graduate. The Web-Warriors make it in time and after they take Doctor Octopus and his associates to the security floor, they see that everyone they know is at the graduation like the Avengers, Doctor Strange Director Fury, Walter and Amanda Cage. After meeting with Sandman for the last time, Spider-Woman reveals that the ceremony will start soon and reminds him of a certain *aunt* be there. Spider-Man mistakes her for talking about Ant-Man before she reveals that other meaning to *aunt* which makes him realize that he forgot Aunt May. Unfortunately, while Spider-Man is bringing Aunt May, Doctor Octopus and his associates break out. It is revealed that Doctor Octopus wanted Spider-Man and his teams to bring him and his **Superior Sinister Six** in and that it was a setup. After threatening to kill Aunt May, Doctor Octopus makes Spider-Man take a cure to cure him of his powers before creating a hard-like shell dome to trap the heroes.

#### Graduation Day: Part 2

Spider-Woman is one of the few heroes trying their best to break out of the dome but keeps on failing. Doctor Octopus watches and taunts the heroes about being nothing before him before he sees that Norman is not in the dome and leaves for Oscorp. After Norman helps Spider-Man get his powers back (he is also revealed to be aware of his identity as Peter Parker after recovering his memories as Green Goblin), Spider-Man defeats the Superior Sinister Six like curing Vulture, Crossbones and Rhino back to normal and defeating Scorpion and Kraven. After battling and curing Doctor Octopus back to normal, Spider-Man redeems him by reasoning with him to think about helping someone other than himself. The heroes are close to being crushed before Spider-Man comes to the rescue until Dr. Otto Octavius arrives and helps him destroy the dome. Spider-Woman along with the other heroes are surprised by Dr. Octavius's redemption and after they complete the ceremony, Dr. Octavius willingly turns himself in and is taken by Iron Man to prison to possibly begin his redemption. Spider-Woman leaves the Web-Warriors team and enrols into S.H.I.E.L.D. Academy along with Patrioteer, Frances Beck, Alexander Sytsevich and Adrian Toomes. Spider-Man gives a speech to them about learning responsibility and places them into learning with Agent Venom and Scarlet Spider.

## Relationships

### Family

* Unnamed Father
* Unnamed Mother
* Carnage (Second Version) - Current Symbiote

### Friends and Allies

* Spider-Man's Classic Team - Allies and Friends
	+ Spider-Man/Peter Parker - Best Friend, Ally, Teammate, and Former Enemy
	+ White Tiger/Ava Ayala - Ally and Friend
	+ Iron Fist/Danny Rand - Ally and Friend
	+ Power Man/Luke Cage - Ally and Friend
	+ Nova/Sam Alexander - Ally and Friend
* New Warriors - Allies
	+ Cloak/Tyrone Johnson - Ally
	+ Dagger/Tandy Bowen - Ally
	+ Squirrel Girl/Doreen Green - Ally and Teammate
* Web-Warriors (Mainstream Universe) - Teammates
	+ Agent Venom/Flash Thompson - Mentor, Ally, Friend, Teammate and Former Enemy
		- Venom (mass-produced version) - Ally
	+ Iron Spider/Amadeus Cho - Ally and Teammate
	+ Scarlet Spider/Ben Reilly - Mentor, Ally and Teammate
	+ Kid Arachnid/Ultimate Spider-Man/Miles Morales - Ally and Teammate
* S.H.I.E.L.D. - Allies
	+ Nick Fury - Ally
	+ Phil Coulson - Ally
	+ Lizard/Dr. Curt Connors - Ally and Former Enemy
	+ Stan - Ally
* S.H.I.E.L.D.'s Academy - Allies and Teammates
	+ Patrioteer/Venom/Anti-Venom/Harry Osborn - Best Friend, Ally, Teammate and Former Enemy
	+ Mysterio/Frances Beck - Ally and Teammate
	+ Rhino/Alex O'Hirn - Ally, Teammate and Former Enemy
	+ Vulture/Adrian Toomes - Ally
* Avengers - Allies
	+ Iron Man/Tony Stark - Ally
	+ Captain America/Steve Rogers - Ally
	+ Hulk/Dr. Bruce Banner - Ally
	+ Thor - Ally
	+ Ant-Man/Scott Lang - Ally
* Other Allies
	+ J. Jonah Jameson - Employer
	+ Doctor Octopus/Dr. Otto Octavius - Ally and Former Enemy
	+ Doctor Strange/Dr. Stephen Strange - Ally

### Enemies

* HYDRA - Enemies
	+ Arnim Zola - Enemy
	+ Crossbones/Brock Rumlow - Enemy and Former Ally
	+ Morbius the Living Vampire/Dr. Michael Morbius † - Enemy, Victim, Former Ally and Attempted Killer
	+ Spider Slayers (Synthezoids) - Enemies and Former Allies
		- Kaine † - Enemy and Attempted Killer
		- Bone Spider † - Former Ally turned Enemy
		- Ghost Spider † - Former Ally turned Enemy
		- Goliath Spider † - Former Ally turned Enemy
* Other Enemies
	+ Frightful Four - Enemies
		- Wizard/Bentley Wittman - Enemies
		- Thundra - Enemy
		- Klaw/Ulysses Klaw - Enemy and Torturer
		- Trapster/Peter Petruski - Enemy
	+ Venom (Oscorp) † - Enemy
	+ Zzzax - Enemy
	+ Beetle/Abner Jenkins - Enemy and Attempted Killer
	+ Anti-Venom † - Enemy

## Powers and Abilities

Mary Jane has no powers of her own but sure knows how to defend herself, as she put the hurt on Trapster who tried to take her hostage, and flirted with her.

As the Carnage Queen and as Spider-Woman, she can manipulate the rest of the excess Carnage biomass.

* **Superhuman Strength:**Mary Jane is vastly stronger than the team and S.H.I.E.L.D. combined.
* **Superhuman Durability:**She is able to take multiple hits from his enemies.
* **Superhuman Agility:**She is able to jump 30 feet and is more agile than Venom.
* **Superhuman Reflexes:**She shares Spider-Man's enhanced reflexes and reaction time.
* **Organic Webbing:**She can shoot strands of its substance in the form of "webbing."
* **Wall-Crawling:** She is able to climb most surfaces like Venom and Spider-Man.
* **ESP (Spider-Sense):**She possesses an extrasensory ability similar to Spider-Man's spider-sense.
* **Shapeshifting:**She can change her size and shape.
	+ **Constituent-Matter Manipulation (Multiple Tendrils)**: This ability was the primary method of attack by Mary Jane and this was form by her symbiotic costume into long whip-like tendrils that acted as limbs so as to be more effective against opponents, ensnaring and lashing them.
	+ **Spike Generation:**She can generate a couple of spikes from her body. She can even launch them as projectiles (new form).
		- **Limited Purging:** It has absorbed a small amount of the Anti-Venom's power, as its attacks were slightly toxic to Agent Venom.
	+ **Weapon Generation:**In her second form, Mary Jane learns to form an ax with one of her arms.
	+ **Biokinesis:** She alters the symbiotes genetic code to become Carnage Babies, Carnage Spider's and Carnage Wasps.

## Appearances

### Ultimate Spider-Man

#### Comics

* Marvel Universe: Ultimate Spider-Man #3 (That's All Folks! & "Art For Pete's Sake")
* Marvel Universe: Ultimate Spider-Man #5 (The Finals Countdown)

**Ultimate Spider-Man Infinite Comics*** Ultimate Spider-Man Infinite Comics #13
* Ultimate Spider-Man Infinite Comics #14
* Ultimate Spider-Man Infinite Comics #15
* Ultimate Spider-Man Infinite Comics #19
* Ultimate Spider-Man Infinite Comics #20
* Ultimate Spider-Man Infinite Comics #24

**Marvel Universe Ultimate Spider-Man: Web-Warriors*** Marvel Universe Ultimate Spider-Man: Web-Warriors #6
* Marvel Universe Ultimate Spider-Man: Web-Warriors #7

## Background in other media

* In the comics, Mary Jane hasn't ever considered being a photographer. In the comics, it was Peter Parker who worked for the Daily Bugle.
* This is Mary Jane Watson's sixth animated appearance. Previous versions include *Spider-Man* (1967), *Spider-Man: The Animated Series*, *Spider-Man Unlimited*, *Spider-Man: The New Animated Series* and *The Spectacular Spider-Man*.
* Mary Jane is the second female to bond with a symbiote after Shriek.
* Her role being Carnage is quite similar to Ultimate Marvel Comics' Gwen Stacy, whose in fact a clone of the original Gwen from the Carnage symbiote portion, whom Carnage killed and absorb her life force.
* While this is Mary Jane's first animated appearance as Spider-Woman, it is not the first time Mary Jane appears as Spider-Woman in the comics. She has appeared as Spider-Woman in the Exiles comic series as a female version of Spider-Man. Mary Jane also was Spider-Woman in the Mangaverse and Amazonia realities. In the Renew Your Vows continuity, Mary Jane uses a high-tech Spider-Man-themed costume to mimic having spider-powers as Spinneret and later replaces her costume with the Venom Symbiote to become stronger. Her mainstream counterpart in the comics did become the female Iron Spider and temporarily developed Spider-Man's powers during the Spider-Island event.
* This is the first incarnation of the Carnage Symbiote being used for good.

## Trivia

* Similar to Peter and Miles, there exists a universe where she is dead. In her case, the Noir Universe.
* She was the last of Peter's friends to learn his identity.

## Gallery

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## References

1. ↑ 1.0 1.1 1.2 "Great Power". Paul Dini (writer), Jeph Loeb (director). Disney XD. 1 April, 2012. No.1, season one.
2. ↑ "Doomed". Man of Action(writer), Gary Hartle & Jef Allen (director). Ultimate Spider-Man. Disney XD. 8 April, 2012. No.3, season one.
3. ↑ "Venom". Man of Action & James Felder(writer), Alex Soto (director). Ultimate Spider-Man. Disney XD. 15 April, 2012. No.4, season one.