The story revolves around how the Avengers—Iron Man, Captain America, Thor, and the Hulk, together with the help of Spider-Man and a group of teens—harness their respective fighting skills and superhuman powers to foil Loki's scheme to take over the world.
While out getting chimichangas and money, Deadpool encounters King Cobra at a "villain joint", defeats him and takes Iron Fist's DISK. Later, he shows up at Avengers headquarters, offering the DISK in return for becoming the leader of the Avengers. King Cobra shows up with Cottonmouth and Diamondback of the Serpent Society, wanting the DISK back. Deadpool (with the backing of the Avengers) easily defeats and the kids D-Secure them. The team refuses his request and he leaves, replacing the captured DISKs with joke fakes. Later, Tiger Shark shows up, wanting him to turn on the Avengers. He is refused and is about to attack Deadpool, when the Avengers show up. They had planted a tracker on his uniform when he was in the shower. Tiger Shark is about to attack them all, despite their bluff of using Iron Man's new armor, when Red Skull D-Secures him, having warned him to stay away from the Avengers. Red Skull's voice laments about how "evil never triumphs", before fading away. Deadpool has vanished in the meantime, revealing (to the audience) that he still has Iron Fist's DISK.
An escape pod containing Rocket Raccoon and Groot is stopped by Iron Man and Hulk from crashing in Techno Isle, Tokyo. The pod also contains the Kree Mact, a powerful blue energy device stolen from Ronan by the Guardians of the Galaxy. Iron Man reluctantly agrees to board the Helicarrier in order to study it. Eventually Rocket and Groot revive, just as the other members of the Guardians arrive to take back the device and their comrades. The Avengers fight with the Guardians, but settle their differences just before a vortex opens and a large creature emerges.
Akira and the other children are still recovering from the affects of Synchronizing their Biocodes with the Avengers. Crossbones frees Loki's former henchmen, who are on their way to prison, in order to gain their Biocodes. A possible trip to the hot springs with Sunfire is interrupted by the discovery that Mystique has stolen the Avengers' remaining villain DISKS, disguised as Pepper, in exchange for being freed from her DISK by Red Skull. Sunfire tracks her and interrupts Crossbones as he is about to shoot Mystique. He attacks the Red Skull, but is badly injured by him. Red Skull has gained a full Biocode installation for himself and Crossbones from Loki's former henchmen, using the red Dimension Sphere, which has the power to make miracles a reality. He D-Smashes the villains to stalemate the Avengers and escape.
The large creature is Fin Fang Foom and he toasts the Helicarrier with his flame. A cobbled together beam weapon is built by Iron Man and Rocket Raccoon, using the Kree Mact as its power source. The beam strikes Fin Fang Foom and knocks him out. Hikaru D-Secures him. Ronan soon appears, angry that the Kree Mact was used thus and wanting it returned. Iron Man stalls for time, asking for an hour to vote. Ronan drains power from the Helicarrier, causing it to crash land in the sea, but agrees to give them an hour. The Heroes attack separately, but are swiftly defeated by Ronan's ability to absorb and control energy. They regroup and attack as a team, with help from Hawkeye, draining Ronan briefly. Defeated, he teleports away. Captain America offers for the Guardians to join the Avengers, but they decide not to. They leave the Kree Mact with the Avengers, to Iron Man's delight, and take two smaller decoys with them.
A partial recap episode. Tony and Akira reminisce about their adventures together insofar. Meanwhile, M.O.D.O.K. hacks Tony's data base and steals the data they have collected throughout the series.
With the threat of Red Skull's world destruction plan, Jessica and Wasp go to Wakanda to find the second base. Jessica meets Black Panther, who has been overthrown by Tiger Shark who oppresses the people of Wakanda and forces them to be slaves. Jessica and Black Panther come up with a plan to free the slaves and stop the threat at the same time. At first the plan goes sound, but Jessica gets captured by King Cobra and the Serpent Society, leaving Black Panther to fend for himself. Black Panther frees Jessica but then gets D-Secured by Tiger Shark. Jessica D-Smashes Wasp who with Iron Man's invention saves Wakanda. Jessica then takes the D-Secured Black Panther as her second hero.
Black Widow/Natasha Romanoff arrives outside Deadpool's apartment building. In his apartment, Deadpool is trying to sell Iron Fist's DISK to Taskmaster, but the other is uninterested in the offer and hangs up on him. Black Widow then calls on Deadpool at his apartment in order to hire him for a mission. Deadpool accepts the payment - after proposing to her. Meanwhile Chris, Captain America, and their S.H.I.E.L.D. escort arrive at Baron Zemo's base, where the villain is to launch the next part of the Red Skull's plan. The group enters through a supposedly unguarded tunnel, but are surprise attacked by the Green Goblin and several HYDRA agents. The S.H.I.E.L.D. agents remain behind to fight the Goblin as Chris is forced to abandon them in order to continue his mission, much to his dismay. When more HYDRA agents corner Chris, Deadpool arrives and saves him. On the surface, Deadpool gives Iron Fist's DISK to Chris, who is still unhappy that he left the S.H.I.E.L.D. agents behind to face the Goblin and HYDRA alone. The three then confront Zemo, who reveals he has brought Hawkeye, in a form of special suspended animation, with him to the base. He threatens to kill the S.H.I.E.L.D. agent if Chris D-Smashes Cap. Unable to condemn Hawkeye to the fate of the other S.H.I.E.L.D. agents who brought him to Zemo's base, Chris refuses to D-Smash Cap. Deadpool, unimpressed and angry with Zemo, attacks the villain anyway, receiving grievous injuries his healing factor cannot dissipate quickly because of Zemo's Dimension Sphere-enhanced abilities. When Chris still refuses to D-Smash Cap, Deadpool fires on Hawkeye in order to leave Chris and Cap free to fight. This reveals that the Hawkeye Zemo "brought" to his base was an illusion and, finally free to fight, Chris D-Smashes Cap. After a brief battle, Cap and Chris defeat Zemo and destroy the Gaia Anchor - only for Zemo to set off pre-placed land mines on the island before Chris can D-Secure him.
Ed, Hulk, and their S.H.I.E.L.D. escort head for the Abomination's base on Ryker's Island and the Raft. Ed is not eager to return to the island, but he faces that fear as he and Hulk split up with their S.H.I.E.L.D. guards to locate Abomination. During his infiltration, Ed receives a call from Pepper, who explains that Chris managed to do a double D-Smash. Ed is surprised as he listens to Pepper explain that the second D-Smashed hero can only remain outside their DISK for a short period of time when the primary hero's DISK time has already run out. Ed takes this into account, then hangs up. Managing to sneak into the base, Ed is spotted by Rebecca Riley, who makes a call. Inside the base, Ed crawls through the air vents, just as he and Jessica did when she received Wasp's DISK. Getting out of the ventilation system, Ed is cornered by the Celebrity Five. Though Hulk asks to be D-Smashed, Ed knows he needs the Hulk to defeat Abomination. Shutting down the Hulk's hologram, Ed tries to fight the CF with a broom - only to learn that they have come to help him defeat the Red Skull, who has enslaved them and made them HYDRA agents. The Five help Ed escape the other HYDRA agents before giving him Power Man's DISK. When Ed then runs in to a door he cannot open, he takes a chance and D-Smashes Power Man, who warms up to him when he sees that Ed possess Hulk's DISK. Power Man then carries Ed through the base on his back, punching through doors - and HYDRA agents - until they reach Abomination and the Gaia Anchor.
Hikaru, Thor, and their S.H.I.E.L.D. escort find out that the next base is below ground. As they head inside, Hikaru receives a call from Pepper, who assures him that Akira is fine. Before she has a chance to tell Hikaru about Falcon's fate, however, the older Akatsuki brother travels too far under ground and his phone looses the signal. Though Thor tries to assure Hikaru that Akira will be safe with Iron Man, the Thunderer's partner remains unsure. In the caves, Hikaru, Thor, and the S.H.I.E.L.D. agents find Graviton protecting the last Anchor. After a brief battle, Hikaru uses the Build Uo Plate to increase Thor's power. The two then easily defeat Graviton and destroy the Anchor. Hikaru D-Secures the villain and, when the world doesn't end, the S.H.I.E.L.D. agents cheer in triumph. Back at his base, Red Skull seethes with fury over the Avengers' triumph, then realizes that there may be another way he can win. When Hikaru and Thor go to study shards of a smaller Dimension Sphere that was powering the Gaia Anchor they destroyed, Red Skull arrives. The villain knocks out the S.H.I.E.L.D. agents and traps Hikaru in the cavern. He then threatens to injure Hikaru, wondering what the world would think of an Avenger who was unable to protect a child under his care, since Thor has returned to his DISK. Finding the threat does not phase Hikaru, the Skull then threatens to hunt down Akira, which infuriates Hikaru. Red Skull leaves and Hikaru falls to pieces with fear. In a blind panic, Hikaru looks to the shards of the smaller Dimension Sphere. Realizing what he intends to do, Thor warns Hikaru that the Sphere will corrupt him, but Hikaru shuts down his hologram and puts a shard of the mini-Sphere in his heart.
Thor agrees to fight the Avengers when Red Skull threatens to use Hikaru to do the job in his place. Tony plans to pretend to fight Thor until they can come up with a more effective counterattack, but Thor will not play along. The fighting becomes more intense as Thor states he cannot let Hikaru kill anyone. Realizing that Thor will continue to protect Hikaru at all costs, the other Avengers vow to protect their young partners as well. The kids look on in horror as the fighting only gets worse. The fight proceeds to wreck the base, scaring the HYDRA agents, who learn from Skull that they and the base are no longer needed. Crossbones emphasizes the point by shooting at one HYDRA agent, scaring him off. Skull then puts the Dimension Sphere into the base's computers and leaves his control room. Skull takes Hikaru to the tank bay where the Avengers are fighting and uses him as leverage to order Thor to kill the other Avengers, while the kids beg their teammates and friends to stop the madness. The Red Skull then suggests to Hikaru that if he used his Build Up Plate, he could destroy the whole team in one shot. Before he can order the boy to do that, however, Crossbones shoots the Skull in the back. Injured, Red Skull realizes that the man behind the mask is not Crossbones. The man confirms this, then takes off the mask and replaces it with a set of sunglasses. Hawkeye then holds up a DISK and states that Crossbones is taking a nap at the moment. Holding the villain at arrow point, Hawkeye tells him to release Hikaru. The Skull smugly admits he cannot - Hikaru is too far gone for anyone to reach. As if to prove the point, Hikaru charges up with Dimension Sphere energy to kill Hawkeye for injuring the Skull. Thor steps in the way of the blast and orders the Avengers not to help him. Since he and Hikaru are partners, this battle is theirs to fight. Hikaru eventually passes out, only to wake up seconds later, his old self once again. Hikaru is horrified by his behavior but
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