Episode 5: Rescuing Tony Stark

Zachary taps readies his Model Prime suit.

Azari leaped from ledge to ledge and climbed up the thick pipes after James.

Barton and a few of the other scavengers as well as Torunn, Kevin and Pym watched the trio make their way out to the surface.

Pym: "Are you sure you don't want to come with? You could shoot arrows at Ultron. I'll be fun! C'mon!"

Barton: "I'd rather not. Plus you already have enough firepower."

Dash: "Yeah, like arrows are doing to do something against a killer terminator. Totally a good idea."

Violet: "Shut it, Dash! You want to bring Ultron out here and kill us?"

Kevin then began to morph into a new suit since his homemade one was completely damaged and this is now the suit he's wearing:

Then Kevin and Torunn both went after the others as Pym shrunk down to go after him.

Pym: "We'll be back for Vision's head, so take good care of him."

Pym flew off after his brothers, leaving Barton and a half of his scavengers watch him. Then they looked at Barton, who looked annoyed.

Barton: "What? We have to look after ourselves."

He then walked away while he was experimenting mixed emotions.

Meanwhile, we see the three girls staring at Kevin

Marinette/Violet/Kamala (worried): "Be careful, Senpai/Kev/Spidey."

With the Next Avengers...

Azari, Kevin and James climbed up a stray wire as Torunn, Zachary and Pym flew behind them until they reached a small gap.

James carefully made his way out of the crevice and looked out to make sure there was no one and nothing around.

James: "Top looks clear."

They continued moving. Meanwhile, while the boys went ahead, Torunn hesitated looking both ways of the platform and going slower all of a sudden. Kevin turned and noticed how slow Torunn was going and goes to comfort her.

Kevin: "Torunn, you ok? You're moving a little slow."

Torunn: "Oh, apologies. I was just looking around."

Torunn hovered past Kevin, who held a concerned look under his mask, but he still followed everyone else.

They all landed on a road of sorts that had a track pattern on it.

James: "The tower. It's heading for the Citadel. (Looked at the large structure moving towards them) C'mon."

They waited until the large metal structure was close enough for them to climb onto. Kevin gets on the wall and crawls up, while James climbed up a wire, while Azari leaps from side to side with Zachary, Torunn and Pym flew up behind them.

James: "C'mon, Hawkeye said the engine's at the top of the tower."

Pym: "Race ya!"

Kevin: "Pym, it's not a race!"

James: "We're not gonna make it!"

They got closer to the Citadel. Torunn and Zachary sped and Torunn grabbed Azari's wrist in one hand and James' foot in the other. Zachary grabbed Kevin as they flew them up to the top of the tower.

Pym: "Is getting crushed part of the plan?"

They all watched what seemed to be a solid wall getting closer and closer to them.

Pym: "Great! Now what?"

The tower connected to the side of the Citadel, trapping them both.

James: "See what you can do about that door."

He ordered as Azari's tattoos lit up.

Pym flew over to the keypad and began inspecting it. After a few seconds, he called out to the others.

Pym: "Hey! Azari or Spidey can open this."

James: "What? How did you know?"

Pym: "It's just like the maintenance hatches at home."

Azari: "Kev, it's best that you do it."

Nodding at Azari and lifting his hand at the keypad, Kevin let loose a tiny trickle of his bio-electricity into the lock. After a second, the doors opened to reveal a dark corridor.

Kevin: "After you, your majesty."

Pym chucked at that.

Azari (sarcastic): "Haha! Very funny."

Azari carefully leaped into the corridor with a normal-sized Pym strolling after. But a few seconds after Pym went in, the walls began pulling apart and rearranging themselves.

The four could only watch on in apprehension as they watched their siblings' cross the new-deemed dangerous path.

Zachary: "Mind keeping up the pace, fellas?"

Azari and Pym ran as quickly as they could to the other side as the floor began giving out.

Azari: "Pym!"

He called out as he saw the younger boy fall off the collapsing path, yelping.

Pym: "Just kidding."

The son of the Giant and the Wasp grinned as he flew back to Azari. Zachary grabbed James and flew to the other side. Now, Torunn and Kevin are the only ones to get out as Kevin stretched his arm out about to shoot a string of webbing, but Torunn stopped him.

Torunn (afraid): "Kevin, we shouldn't be here. W-what if Ultron finds us?"

Kevin's Mind: (Torunn acting all scared, all of a sudden? Well, this is new.)

Kevin: "Nothing's gonna happen to you while me and my brothers are here, Torunn. There's nothing to be scared of. C'mon."

With a genuine smile, Kevin extend a hand to Torunn, who looked at it still scared but she replaced the look of fear with determination and nodded at Kevin. She then grabbed his hand and tightened the grip, then they floated to the others, landing on the ground.

Azari: "Okay. There's no one here. Maybe Ultron assumes no one would be dumb enough to break in."

Kevin: "Then let's keep it that way. Knowing him, this place is bound to have traps. Just try not to step anything and-"

Pym: "Ha! We showed him! We are dumb enough!"

They heard a sound as Pym stepped on a tile that now glowed red.

Everyone: "PYM!"

Pym: "Okay, that was an accident."

Zachary: "Might wanna rephrase that!"

The red from the tile connected to the platform they stood on, creating another pathway straight ahead to where seven lit-up cases were displayed.

James recognized something, but to confirm it, he strode over to the cases.

Torunn: "James, wait!"

As James drew closer and closer to the display, he saw the familiar, but broken armor that belonged to Iron Man, or as they knew him, Tony Stark.

Pym: "What is all this?"

Everyone else arrived to the displayed.

Kevin: "It's... our parents' stuff, look at all of this."

The five caught sight of Tony's armor and grief overtook their expressions. James and Zachary felt anger through their veins, Azari bowed his head as he clenched his fists, Pym's face drained of his usual personality, Torunn... Torunn sobbed lightly in Kevin's arm as he looked on sadly and in shock at the displays.

Zachary: "That machine... (Clinches his fist in anger) Is going to pay for this."

Pym went over to his parents' display while Azari went over to check out his father's display. But James has caught sights of his father's name and found himself looking at his father's mask and beaten, but still a sturdy shield.

Lastly, Kevin and Torunn looked at Spider-Man's displayed.

Kevin: "Dad..."

Kevin looked at his father's suit. The burnt Spider-Man suit with the hole in the middle, along with his scratched mask and his broken web shooters. Kevin began to shed tears as he gets angry at Ultron for not only killed his dad but hung up his and the rest of the Avengers' gears like they were trophies.

Kevin tightened his fists in reflection of this anger. Torunn noticed this as she looked down at him and reached down to wrap her fingers around his fist. Kevin felt this and looked at Torunn, who is gesturing him to relax. Kevin then untightened his fist as he shed some tears and sobbed lightly, as Torunn hugged him.

Unfortunately, as James went up to closer to his father's display, he triggered another tile, making the wall panels light up, showing similar display cases; each containing something from a different hero:

Pym: "Oh no. James..."

Azari: "It's like... It's like some kind of trophy room. But that means-"

Zachary: "No. I refuse to think my father's dead. He's here somewhere. We just need to find him and get out of this madhouse."

James: "C'mon. Let's go."

Everyone looked and nodded as James, as they continue moving ahead with James leading on point and Zachary and Kevin behind since they could detect danger and would be the best option for the lookout. Pym, Torunn and Azari followed them. Eventually, they all saw Tony alone.

Zachary: "Dad!"

James activates his holographic shield and throws it at the machine that was holding Tony. The shield manages to damage it, making the machine lose its grip on Tony.

James: "Tony!"

He, Zachary and Azari catch Tony as everyone else runs to him.

James: "We gotcha, Tony."

Old Tony noticed the new faces, he panted and looked at them.

Old Tony: "Please. Please, tell me you didn't just walk into Ultron's trap."

Kevin: "I thought stepping on something was a trap."

Pym: "How do you know it was a trap? Maybe we're just that good."

Old Tony: "I know because I built Ultron."

Pym: "Oh. Well, that sucks."

Zachary & Kevin: "Ditto."

Just then, the walls rearranged themselves to reveal the Iron Avengers all on different platforms. Another opened to reveal the big bad himself: Ultron, who was just standing there with an air of superiority.

Ultron: "Do you see Avengers?"

Kevin see's this opportunity to make his plan into motion as he camouflaged himself, leaving the others to watch Ultron's monologue.

Ultron: "Rumors of children's existence already spread among the humans. Superhuman variables cannot be permitted. The children must be destroyed."

Pym: "Hey! That's not fair! James doesn't have any powers!"

Ultron: "Scanning Avengers Data File... Identity Match: James Rogers, son of Captain America, the most dangerous of all the Avengers. He inspired them. And like Captain America, you, James, will be the first to fall!"

Ultron lifted his hand, ready to blast him. But behind him, Kevin charged a Venom Punch at Ultron with enough energy to stun him. Then he dashed from his hiding spot and reeled his fist back to punch him but Ultron quickly turned around and grabbed him by the throat, earning a yelp from the white-haired boy, who was now lifted up high into the air.

Torunn (worried): "Kevin!"

Ultron: "Scanning Avengers Data File... Identify Match: Kevin Felix Parker, son of Peter Parker aka Spider-Man. The Avenger with greatest potential despite being an annoying pest."

Kevin: "Don't... you... badmouth... my... father... you... bastard!"

Ultron: "It is unwise of you and your siblings to come here. Once James falls, you will fall as well."

Kevin (smirked): "Not a chance, bastard... Barton, NOW!"

The camera change to Hawkeye, who aimed at the large Android and shot it, making contacted, giving Kevin time to break free from Ultron's grasp, and an explosion was released. But when the smoke cleared, there was no sign of damage done to Ultron.

Ultron turned around to face Hawkeye and only said two words: "Barton. Felicia."

Kevin overheard the last word as he looked around to see his mother jumped down and landed, revealing herself:

Felicia: "Guess the cat's out of the bag."

Kevin: "Mom...?"

Felicia just gave her son a wink. Then both of them got serious as they lifted their weapons and shoot at Ultron.

Ultron raised his arm to attack, but the large blocks of walls moved once more, creating pathways for the Scavengers to come through with their weapons. They opened fire on Ultron and the Iron Avengers, hoping to give Old Tony and the others time to escape.

While Ultron was distracted, Hawkeye and Black Cat reunited with the team.

Zachary: "So, you decided to come after all."

Barton: "Yeah, well, I knew you guys couldn't do this without me. (Points his thumb at Felicia) Plus, uh, she kinda made me come here."

Felicia: "You damn right, I did. You think I want my own son to get killed by that lousy terminator bastard who killed my husband? I think not. And next time, try to be more thoughtful."

Barton (sighed): "Yes, ma'am."

Both Felicia and Kevin looked at each other as she gives him a head pat.

Felicia: "Let's save the chitchat for later and get out of here, eh sweetie?"

Kevin (nodded with a smile): "Right!"

James: "Azari, Kev, Pym, go with Hawkeye. Torunn, Zach, take Tony."

Kevin (salutes): "You got it, Jimbo!"

???: "Going somewhere, son?!"

A black fist came out of nowhere and it punched Kevin, sending him over on another platform.

Torunn: "Kevin!"

Felicia: "Sweetie!"

A two-toed footstep on the ground, with dark slime flowing.

As the light slowly shows a mechanical-looking symbiote as the symbiote looks at Kevin.

???: "What's the matter, Spider? Spider-sense didn't tingle?"

The symbiote roars at Kevin, who gets up on his feet and glares at the symbiote:

Tony told him stories about how the symbiote bonded with his father and did some bad things with it in the past. But his father'd successfully took it off thanks to his two weaknesses: Loud Sounds or Heat and destroyed it so that no one could bond with the symbiote ever again. Until now...

Kevin: "The symbiote. I thought my dad destroyed it!"

Venom: "You honestly think your father was strong enough to defeat us?"

Kevin (unsheathed his stingers): "So, Ultron kept you all these years?"

He then tried to slash at Venom, but they simply dodged and grabbed Kevin by the head before punching across the face multiple times before slamming him into ground.

Venom: "We more powerful than before! And our new goal. Destroying the son of Spider-Man. From now on, we're poison to Kevin Parker and the Scarlet Spider. We're VENOM!!!"

Suddenly, a long fast fist appears and punches Venom away from Kevin.

Kamala: "I don't think so, you... symbiotic... creep?"

Nova (deadpan): "Really?"

Kamala: "Let me cope!"

Ladybug quickly goes to Kevin, helping him up.

Marinette: "You ok, Senpai?"

Kevin: "Yeah, thanks."

Venom gets up as he snap his jaw back in place.

Venom: "We won't let anyone interfere with our goal!"

Dash comes in super fast and shoulder-rammed Venom. Then, Violet uses her powers to make the debris fall on him. Venom caught them with his tendrils and threw them back at them.

Felicia aimed a rail gun at Venom.

Felicia: "Claws off my son, you symbiote freak!"

Venom: "So... the wife of Spider-Man has come once again. You will join him... in HELL!"

Venom was about to attack Felicia, but Kevin shot a Concussive Blast at Venom, stunning him due to weakness of loud sounds. Then he dashed at Venom and starts punching the alien across the face multiple times in anger.

Kevin (angry): "STAY AWAY FROM HER!!!"

He goes for another punch but Venom caught it and kicks Kevin off him before punching him in the gut hard, launching him to a wall.

James: "Kevin!"

Venom goes to Kevin as his hand slowly forms into a blade.

Barton: "Hey, freak!"

Hawkeye fires one of his arrows at Venom and the arrow releases a sonic shockwave, causing the Symbiote to screeched in agonizing pain. Kevin gets up and regroups with the others.

Barton: "Scavengers! Disappear!"

The Scavengers ceased fire and saluted their weapons in acknowledgment before heading back the way they came. One Scavenger, though, had melted a good portion of Iron Captain America's shield before ducking into the nearest passive.

James: "Go!"

Nodding, Torunn and Zachary took Tony's arms and slung it over their shoulders, taking flight after the rest of the Scavengers.

Ultron: "There's no hope for the Avengers."

He fired a blast at James, who avoided with ease and took off with Azari, Kevin, Hawkeye, leaping from block to block and ledge to ledge.

Ultron: "Find them."

Outside the Citadel, all around Ultra City, the towers and robo-wasps went on alert to follow their creator's commands.

Back inside the Citadel, the blocks within the Citadel began shifting as an alarm sounded.

James: "Go!"

The trio ran as they notice a platform about to close. Hawkeye looked back to see the trio are, only to see them moving, but slowly.

Barton: "Move it, you three!"

Seeing two blocks about to close them off from Hawkeye, James shot one of his holo-shield off at the space between the two blocks, giving Azari, Kevin and himself some time to slide through the opening.

Once reaching to Hawkeye, the four once again began running towards the exit, blocks and panels still shifting and locking behind them. Thankfully, Azari and James were the only ones who made it but Kevin wasn't so lucky as he'd missed the ledge, much to his brothers' horror.

James: "Kevin!"

Kevin: "No need to panic! I still have one fluid left! (Shot a web fluid but he ran out) Okay. Now you can panic!"

Torunn heard the shout and looked down to see Kevin falling to his doom, much to her horror as well as Felicia, Ladybug, Kamala and Violet.

Girls: "KEVIN!!!"

That marks the end of the Scarlet Spider...

Or is it?

A bright light suddenly appeared as everyone shielded their eyes and Kevin flew up into the air to reveal his new suit:

Everyone was stunned to see Kevin turn into something different and Kevin spoke:

Kevin: "Are you waiting for an special invitation or are we getting the hell out of here?"

Everyone snapped out of their shock and begin getting out of Ultra City, with Kevin following them by air. Meanwhile, Venom watches them go and swirl his tongue all around him.

Venom: "Eyes, lungs, pancreas. So many snacks, so little time."

And so, everything fade to darkness.

Episode cleared.