Marvel Animated Universe Wiki
Marvel Animated Universe Wiki
Featured article
Avengers UA2.jpg
Members Betty Ross
Black Widow
Captain America
Iron Man
Nick Fury
Black Panther (?)
Former Members Bruce Banner
Giant Man

Avengers is from the Ultimate Avengers Universe.

The Avengers is a team comprised of the world's mightiest heroes. They banded together to deal with threats no single hero could handle. S.H.I.E.L.D. formed the team when they needed help against an alien threat called the Chitauri.


The Avengers gathered together
  • Captain America/Steve Rogers. He is the field leader of the team. He is a supersoldier from World War II who spent decades frozen in ice in the Atlantic Ocean. There were concerns amongst himself and others that he would not be a good leader in the modern world though he quickly proved himself capable. He later developed depression over his new life though was able to overcome it. He uses an iconic circular shield.
  • Iron Man/Tony Stark. A rich playboy who uses a large collection of advanced armors to fight crime and save people. Stark had been helping S.H.I.E.L.D. with their technology while secretly being the hero. He was initially reluctant to join the team. His identity was later discovered and he became an integral part of the team.
  • Thor. The Asgardian God of thunder. However, many believe he is simply a powerful yet crazy human. Thor is infamously known for his brash environmentalism. He initially turned down the offer to join the team as he was critical of S.H.I.E.L.D. He joined when the team needed help and became their most powerful member. He later saved their lives from near death. He wields a powerful hammer only he can lift called Mjolnir.
  • Black Widow/Natalia Romanoff. The number two person at S.H.I.E.L.D. and possibly the second in command of the team. She has no powers but is highly skilled in martial arts and weapons. She was given command of the team when Steve was deemed unworthy. She has a romantic relationship with Steve.
  • Wasp/Janet Pym. Janet can shrink in size, fly, and fire energy blasts. She is the wife of fellow Avenger Hank Pym. They were the first to be recruited onto the team. She is partially responsible for the team's first failure, though has proven herself a capable fighter.
  • Nick Fury. He is a military general and the director of S.H.I.E.L.D.. He is the one who gives the team information and sends them on missions. Like Natalia, he has no powers but is proficient in weapons. He has joined the team on missions though may not be officially part of the team.

Former Members

  • Giant Man/Hank Pym. He can increase or decrease in size, gaining proportional strength and durability. He had previously been heading the supersoldier program before being let go. His wife had to talk General Fury into letting him on the team. Hank was critical of Steve's leadership as he wanted the position. He sacrificed his life to save Iron Man.


  • Betty Ross. A scientist working with S.H.I.E.L.D. and the Avengers. She worked on the supersoldier program along with her boyfriend Bruce Banner. She then researched the Chitauri. She has worked with the team on several occasions though not actually part of the team.
  • Bruce Banner. Another scientist who worked with S.H.I.E.L.D. on the supersoldier program after Hank's departure. His experiments led to him becoming the Hulk. He wanted to use the Hulk to join the team though lost control and was incarcerated.
  • Hulk. He is the gamma radiation powered alter-ego of Bruce. Hulk has seemingly unlimited strength and can even lift Mjolnir if given enough effort. He lacks sufficient intelligence and is little more than a brute. Bruce tried to control him to join the team though Hulk broke free. He is a danger to all those around him and fought the team nearly killing them all. He later escaped from Bruce's cell and proved his own heroism.
  • Black Panther/T'Challa. He is the king of Wakanda. T'Challa is a highly skilled fighter who uses a variety of weapons. He can also transform his head into that of a panther. He sought the team's advice when he took the throne. The Avengers helped defend his country and he may have joined the team afterwards.



Captain America is surrounded by Chitauri

During World War II, it was discovered that Nazi Germany had been infiltrated by the alien Chitauri. They were led by Herr Kleiser and his Totenkopf Division.

Military forces attempted to fight them several times but they proved too powerful. Kleiser was particularly difficult as he seemed to be able to heal from any wound and would have died several times were he human.

The group built the Nazi Superweapon, an early nuclear missile, in a fortress off the coast of Norway.

United States Military forces attacked the fortress and destroyed the missile.

Chitauri ships follow the missile

While there, Bucky Barnes, the unit photographer, captured images of Chitauri Nazis as well as four Chitauri ships. One of the ships was destroyed in the nuclear explosion when the missile blew up.

Realizing that the aliens were still on the planet, the U.S. government began planning with dealing with them. It is possible that this is the reason the Strategic Hazard Intervention, Espionage, and Logistics Directorate, or simply S.H.I.E.L.D., was started.

S.H.I.E.L.D. studied the destroyed ship and found that it had been made of a nearly unbreakable metal. It absorbed lots of energy so they called it vibranium. They were unable to get much of the hull so it was used sparingly in weapons.

Super Soldier Program

The Avengers started out as the back up program to S.H.I.E.L.D.'s Super Soldier Program.

The Project: Rebirth chamber

Their initial attempts was to recreate the super soldier serum that was used to create Captain America during World War II. They recreated the Rebirth Chamber from Project: Rebirth in their attempts.

Initially, it was Hank Pym who was in charge of the program. However, when the program did not provide results, he was taken off the project and Dr. Oiler was put in charge.

Later, Bruce Banner headed the project after Oiler was let go. Betty Ross was helping him and the two began dating.

Hulk devestates part of the city

Bruce tried to use gamma radiation to achieve results and experimented on himself. However, he overdosed and turned into the Hulk. Hulk broke out of the Triskelion and devastated a large portion of New York City.

Afterwards, Bruce continued his research on developing supersoldiers, on the condition that he constantly take tranquilizers to keep himself calm.

The Need

The beginning of the Avengers

This catastrophe along with the lack of usable results led to Fury's superiors to plan Project: Avenger. Should it be used, S.H.I.E.L.D. would enlist the use of superpowered civilians. However, there were concerns that civilians would be uncontrollable and would cause problems.

S.H.I.E.L.D. researched into various superpowered individuals. They researched Hank's wife Janet as she could shrink, fly, and shoot energy. Hank was also researched but rejected due to his confrontational personality. They wanted Iron Man, but were unable to determine who he was or how to find him as he was known as a loner. Thor was strongly considered due to his extreme powers, but was critical of Nick Fury and S.H.I.E.L.D. Bruce wanted to use Hulk for the team but he was deemed too much of a risk. When Captain America was found in the Atlantic and discovered to be alive, he was considered to be the leader of the team.

Eventually a way to track the Chitauri's vibranium hulls was discovered. They built the satellite S.H.I.E.L.D. One to follow their movements. The satellite was put into a space shuttle and launched it into space.

The Chitauri destroy a satellite

As the astronauts were finishing the satellite, a Chitauri ship left the Nevada desert and destroyed the shuttle and satellite while killing the astronauts.

Fury talked to his superiors who initiated Project: Avenger over his protests. They felt they needed additional protection against the Chitauri immediately.

Fury protested that the stakes were too high to rely on civilians who may not take orders. He felt that the supersoldier program would be helped by the discovery of Captain America.

He was ordered to move ahead with their lists of potential candidates.


Fury tries to talk to Tony Stark

Fury and Natalia went to Stark Enterprises in order to talk to Tony Stark about Iron Man, who they believed knew the armored hero's identity. Natalia seduced him to bring him to Fury.

Tony denied any knowledge of Iron Man and he settled business with the spies.

The next day, the two went to Pym Industries to recruit Janet Pym. They were confronted by Hank, who was still upset at being fired. They talked to Janet who joined on the condition that they also recruit her husband.

Fury recruits Wasp and Giant Man into the Avengers

She showed the two spies their testing room and saw Hank enlarge until he filled the room. When they heard reports of Iron Man activity, Fury accepted Hank onto the team.

Hank, in his Giant Man uniform, joined Fury in tracking down Iron Man, who was saving an airliner from crashing. Iron Man fled when S.H.I.E.L.D. agents surrounded him, though Giant Man stopped him.

Iron Man claims Stark Enterprises has lousy guns

Fury spoke to Iron Man about joining the team. Iron Man refused then insulted Stark and his weapons, which he disabled.

Fury then met Steve Rogers at a cemetery where he was visiting those he fought alongside during the war. Fury told him that his country still needed him.

Steve agreed to lead the team while they flew to where Thor was stopping a whaling ship. When he succeeded the two landed in a transport.

Thor offers a toast to Steve

Thor did not agree with Fury's previous actions and denied their request. However, he did show appreciation towards Steve.

Natalia also joined the team, possibly as a S.H.I.E.L.D. liaison to the group. Though she had no extraordinary abilities, she was skilled in combat and at the very least would follow orders.

Betty and Bruce were brought on to the team to provide information, though they may not have been officially on the team.

First Meeting

The team was instructed to meet at the Triskelion for their first debriefing.

Bruce and Betty got their first followed by Hank and Janet. Soon after, Fury, Widow, and Steve walked in.

Janet noticed how young Steve looked. Getting jealous, Hank noted that he was sixty years older than him.

He then began ogling Widow and Janet elbowed him in the ribs.

Fury starts the first meeting of the Avengers

With most of the team there, Hank asked who as going to lead, obviously wanting the position. Fury told him it was too early to be promoted.

Fury began by explaining that they were all part of Project: Avenger under the command of Captain America. Hank thought that they would all end up "on ice" under his leadership.

Iron Man then walked into the room. Hank teased him about a rematch but Fury interrupted to explain their mission.

The Avengers see footage of the nuclear explosion

He starts by explaining how the secret Nazi fortress off the coast of Norway was built to launch a nuclear warhead. He showed them the picture Bucky took of its explosion. He then thanked Steve for saving Washington D.C.

Betty asked how the Nazis could have gotten nuclear capabilities. Fury explained that it was do to extraterrestrials.

Hank spoke about not believing in aliens. However, Steve reassured him that they were real and had killed his men.

Fury showed him another picture of the Chitauri. He explained that the aliens had been hiding out on Earth since the war. He says they had been using their three remaining ships to buzz around nuclear power plants and military facilities.

Betty and Bruce react to the destruction of the satellite

He goes on saying they had found a way to track the metal in their hulls. He then shows them footage of the astronauts dying shocking them all.

Hank asked how they were able to get information on the alien ships. Fury showed them a piece of the hull from the ship that was destroyed. He explained that the Chitauri did not recover every piece.

Bruce moved to the podium where it sat to examine it. He asked what it is. Fury stated that don't know what it is but they call it vibranium. He told them that the metal "absorbed energy like a sponge."

The Avengers see a test of vibranium

Three S.H.I.E.L.D. soldiers entered, each with large weapons. One fired a machine gun, another a flame thrower, while the last used a rocket launcher. Their attacks created a lot of smoke that when cleared revealed that while the podium was damaged the metal was fine.

Fury explained that nothing short of a nuclear blast could penetrate it, except for more vibranium. Widow pulled out a vibranium knife and threw it sticking it in the sample.

Fury went on saying that they were unable to recover enough of the hull to make enough effective weapons.

Janet asks about Stark Enterprises

Janet asked if Stark Enterprises was working on anything. Betty spoke up claiming that unless money was to be made Tony would not care.

Hank asked why any of them would put up with that arrogant playboy. Unseen by any of the others, Iron Man perked up at that comment.

Janet then confirmed her thoughts that they could not find the ships and if they did they could not shoot it down. Fury agreed saying that it would not be easy.

The Avengers conclude their first meeting

He was pleased that no one in the group quit. They then departed to await word on the aliens.

Getting Wet Feet

Either that night, or one soon after, S.H.I.E.L.D. discovered that a lone Chitauri soldier had infiltrated one of their nearby facilities. It housed spare satellites that could track their ships. This soldier killed everyone inside and intended to blow everything up.

Fury contacted everyone in the team and told them to meet him. Fury and Widow met up at the hanger. Steve met with Janet and Hank then went to the hanger.

Steve asked what was going on. Fury explained the situation and that it activated the base's defenses, which could not be shut down remotely. Fury ordered them to save the satellites, and if possible capture the Chitauri.

Steve Rogers is given a new shield

He then handed Steve a new shield, a disc-shaped one made out of a combination of vibranium and adamantium. He said that nothing could dent it.

Hank made fun the shield calling it a trash can lid. He told Fury that the vibranium would be better as weapons.

Fury explained that in hands of Captain America the shield was a weapon. The team then boarded a VTOL and flew to the facility, changing into their uniforms along the way. Fury stayed behind to oversee from the control room.

Avengers disembark for their first mission

The VTOL landed outside the base and the team disembarked. They were met by Iron Man who landed nearby. He told the team that he would see how the mission went before officially joining them.

At headquarters, Fury discovered that the Chitauri was hacking their systems to download every piece of information they had.

Wasp flies off on her own

Cap explained to the team about the automated defenses. However, Wasp believed that she would not set them off and flew off ahead.

Cap decided to take the Eastern side and ordered Iron Man to scan for the Chitauri from above and Widow to take the loading dock.

Captain and Giant Man argue over orders

He ordered Giant Man to stay behind should the alien get out. However, Giant Man believed that he was the strongest on the team, but Cap reiterated that those where his orders.

Ultimate Disaster

Wasp flew up to the facility and blasted a hole through a door to go inside. She saw that the central corridor was clear. Unbeknownst to her, the base's defenses detected her.

Black Widow spots a turret

Widow fired at a lock and got into the loading bay. She shot an overhead turret and informed the others that the room was clear.

Iron Man flew over the facility and found the Chitauri. However, he also saw infrared triggers surrounding Wasp.

Giant Man was shocked to hear that his wife was in danger.

Captain America throws his shield

Cap broke his way in and, with a single swing, used his shield to knock out three turrets at once. He then ordered everyone else to advance while telling Wasp to stay still because the area was too dangerous.

Wasp ignored the order feeling confident. However, she became caught in one of the triggers causing it to explode.

Giant Man is blasted

Giant Man heard the blast and began running towards the facility. A turret fired and stopped him.

Cap wondered if Wasp was fine and Iron Man decided to find her. Cap ordered him not to but the armored hero also ignored the orders.

Iron Man crashed through the ceiling and destroyed a turret with his repulsor beams.

He then flew through the facility but was also caught in the infrared triggers. He launched a few rockets at a locked door in order to crash through its remains.

Iron Man finds Wasp

In the next hallway, Iron Man found Wasp but was caught off guard by another turret. He then crashed into one trigger then bounced into another. Eventually his suit powered down and he was knocked unconscious.

Giant Man got up and increased in size. he kicked the turret and began smashing the roof of the facility to get to his wife.

Cap ordered him not to stop fearing that he could bring the whole building down. Cap continued on through the facility and destroyed several more turrets with his shield.

Black Widow saves Captain America

However, his shield then got stuck in a wall as two turrets rose up to attack him. Widow entered the hallway and shot them before they shot Cap.

Widow complained that the others would get them killed. Cap grabbed his shield and thanked her.

She then attached a rocket onto her gun to blow open a door in front of them. They entered the satellite room and found bombs on all of them.

Captain America saves Black Widow

Cap grabbed Widow and the two ran out.

Very soon, the Chitauri left the facility and activated the bombs. The building was nearly destroyed and fires raged everywhere. Giant Man was knocked down by the blast.

As Cap and Widow raced through the facility they stumbled on Wasp, who was trying to save Iron Man. She explained that he wasn't getting any air but she could not get the helmet off.

Cap ran over and ripped the faceplate off. The three looked at each other in astonishment after seeing that it was really Tony Stark.


The Avengers leave the ruins of the base

Widow, Cap, Wasp, and Iron man left the facility through all the smoke.

A transport landed and Fury got out.

Hank sees that Iron Man is Tony Stark

Wasp helped Giant Man up and he noticed that Tony was Iron Man. He began to apologize for his earlier remark.

Fury berates the Avengers

Fury walked up to them also seeing Tony. He berated them all for letting the alien destroy the facility. He points out that they disobeyed orders letting the alien get away.

Giant Man reasoned that he was merely trying to save his wife. Getting tired of his arrogance, Fury fired him.

Giant Man stormed off and Wasp was forced to follow her husband.

Tony claims he works alone

Iron Man claimed that this was the very reason he worked alone. He then donned his helmet again and flew off.

Cap handed Fury the shield and walked away. Widow followed in order to talk to him.

Fury ordered that national security be moved up the DEFCON level. He then called Bruce back at the lab in the hopes that Steve's blood provided some kind of breakthrough for the supersoldier program. Bruce told him that it was almost ready so Fury ordered that it be used.

Steve went to walk along New York Harbor to look at the Statue of Liberty. He passed Widow leaning on a lamppost waiting for him.

She told him that it was not his fault, that the team failed him. Cap knew that since he was in command and not ready the mission's failure was his responsibility.

Captain America rejects Black Widow's advances

She said that he was a man she would readily follow. Steve told her that she should not and left her behind.

Janet blames herself for the team's failure

Hank and Janet returned to Pym Industries and began arguing. Janet believed that they should return since it was their fault. Hank claimed that they should not have been following Cap.

Janet pointed out that he was always blaming others for his problems. The two stared at each other before he stormed off.

Tony went to his office at Stark Enterprises and sat down still wearing his armor with the helmet on his desk.

Tony drinks by himself

He got a bottle of alcohol and poured himself a glass. Tony turned the chair to stare out at the city.

Darkest Before Dawn

Fury entered Bruce's lab finding Betty and asked where Bruce was since he was supposed to be getting the serum ready. Betty stated she had not heard anything about that.

Betty and Fury realize what Bruce's plan really was

The two went through Bruce's notes and found that he had only been testing his own blood, not the twelve candidates. They opened a file cabinet and found that all of the files were empty.

They realized that Bruce had only been working on his own gamma-radiated blood.

When Bruce returned Fury grabbed him and slammed him into a locker. He told Bruce that they needed the supersoldiers. Bruce countered that if they had the Hulk they wouldn't need the others. Fury reminded him that he couldn't control Hulk.

Fury then got a call informing him that the three Chitauri ships would be at the Triskelion soon, so he moved up DEFECOND yet again.

Fury blames Bruce for the super soldier program's failure

Fury threatened to punish Bruce should they survive the attack and left. Betty then saw Bruce run into the Rebirth Chamber they had been working on.

He loaded a sample of the serum into the chamber and stepped inside. Betty ran over to him but he had already locked himself in.

She pleaded with him as gas filled the chamber. She saw his muscles grow as the chamber became too cloudy to see.

Bruce transformed into the Hulk. His clothes got ripped to shred and his glasses fell off. Betty waited outside until Hulk's hand smashed through the glass and broke out.

Hulk returns and towers over Betty

Betty backed up but was trapped by the railing. Hulk picked her up and using Bruce's voice told her that everything would be alright.


Meanwhile, S.H.I.E.L.D. fighter planes and the Helicarrier engaged the Chitauri ships. They were easily overwhelmed and destroyed. The Helicarrier crashed into the waters below.

Black Widow gives Fury a gun

Fury calmly watched in the control room while the controllers were horrified. Widow entered the room and threw Fury a large gun.

The Chitauri moved onto the headquarters and shut down all the electrical systems in the base. They then began firing large orbs all over the Triskelion.

The orbs opened up revealing Chitauri who attacked the S.H.I.E.L.D. soldiers. The soldiers did no damage while the aliens' blasts were able to vaporize the humans.

Fury and Black Widow defend the control room

The Chitauri blasted their way into the control room. Widow and Fury dodged their energy blasts. Widow threw him a magazine filled with vibranium tipped cartridges.

The two began firing at the aliens and found they were very effective.

Hulk and Betty found themselves surround

Hulk protected Betty as the facility collapsed around them. They then found themselves surrounded by alien soldiers.

Hulk grabbed Betty and leapt through the ceiling for safety. Hulk emerged in the room above and set Betty down. He told her to get to safety while he helped.

The pursuing Chitauri climbed through Hulk/Bruce's hole and began firing at them. The green giant was unharmed by their blasts and tackled them.

Betty ran through the hallways but an explosion cut her off. She then saw Fury and Widow running by firing their weapons.

Betty explains Hulk's situation

When the two spies killed the nearby Chitauri Betty approached and told them about Bruce. Fury was not happy to hear this.


The other Avengers heard about the Chitauri attack and began to head there to help out. Thor also heard about the siege and decided to help.

Cap got to the Triskelion and ran to a vehicle mounted rocket launcher. He fired at one of the ships but to no effect.

Fury hands Black Widow the shield of Captain America

Fury and Widow drove by in a Jeep and saw him. Fury handed Cap's shield to Widow. She then threw it to Cap.

Cap grabbed it in time to save himself when the Chitauri fired onto the launcher. Cap was thrown back but quickly recovered. The Chitauri fired again but the shield protected him.

Hulk tackled a Chitauri out of the top of the Triskelion and landed near Cap. Cap used his shield to kill an alien soldier.

Hulk slams Captain America

Hulk knocked Cap's shield away and grabbed him. He slammed the soldier into a wall telling him to stay out of the fight. He let Cap go and jumped away.

Hulk leapt onto a ship and began bashing the side of it, causing large flashes. He eventually was able to breach the hull and began pulling out parts.

The ship eventually crashed into the Triskelion creating a large blaze of fire.

Hulk grabbed a piece of the hull and jumped onto a group of Chitauri. They fired at him but he landed nearby and swung the hull piece killing them all.

As Iron Man neared he joined up with Wasp and Giant Man. They saw a convoy of vehicles attempting to leave. A ship fired at a nearby building causing it to collapse.

The Avengers return together

Giant Man quickly enlarged and caught the building amazing Widow, Cap, and Fury. The vehicles drove by as Wasp and Iron Man flew in.


As Chitauri soldiers moved in Cap ordered Giant Man to push the building the other way. Giant Man did so and killed many of them.

The Avengers are assembled

The remaining aliens pursued so Cap ordered that the team attack. They engaged the Chitauri and overwhelmed them.

Cap threw his shield while Iron Man fired his repulsor beams and Widow and Fury fired their guns. Giant Man threw large pieces of debris at them while Wasp entered one alien's body and blasted him apart from the inside.

Giant Man damages a ship

Iron Man grabbed one soldier and flew around with it. Giant Man grabbed a piece of the road. Iron Man let go of the soldier so Giant Man could hit it like a baseball.

The alien left a hole in one of the ships. Iron Man flew into the hole and fired on the inside. The ship then crashed and exploded.

Captain America protects the Avengers

Cap turned around to see the last ship firing on their position. Cap ran over and protected the others.

Thor then appeared in a flurry of lightning. He used his lightning attacks to attack the third ship. It crashed in the water and exploded.

The surviving S.H.I.E.L.D. soldiers cheered as it did.

Thor helped Cap up from the debris apologizing for being late.

Giant Man and Iron Man see Thor for the first time

Giant Man asked the nearby flying Iron Man who the woman was with the long blonde hair, as he only saw Thor from a distance. Iron Man didn't know but was glad she was on their side.

For the first time, the team gathered together.

Attack of the Hulk

The Hulk continued to smash Chitauri soldiers. The team walked up behind him. They did not realize that Bruce had lost control and this was only the Hulk.

Cap approached him trying to calm "Bruce" down. Hulk turned around and knocked Cap away.

The Avengers are shocked to see Hulk turning on them

The others was shocked that Hulk would suddenly turn against Cap.

Hulk leapt into the air and landed near the rest of the team. He grabbed Iron Man and used him to knock away Fury and Widow.

Hulk then threw Iron Man over the side of the building and into a car. Giant Man watched the car explode.

Giant Man stomps on Hulk

He enlarged and tried to step on Hulk. The green giant dodged and leapt onto the air to punch Giant Man's knee. He fell down in pain.

Hulk grabbed a piece of debris and threw it at Giant Man's head. Giant Man was hit and knocked over.

Hulk gives a thunder clap to Wasp

Wasp flew in front of Hulk to blast his face protecting her husband. Hulk Thunder Clapped blowing Wasp away. She hit her husband's head and fell next to him.

Hulk was momentarily disoriented. He saw Thor coming out of smoke walking towards him. Thor used Mjolnir to uppercut Hulk knocking him through the facility and four stories below.

Hulk fights Thor

Thor stood at the edge of the hole realizing that Hulk would not be easily defeated. Hulk leapt out of the hole lunging at Thor.

Thor blocked the blow with Mjolnir then hit him in the jaw. Thor began pummeling Hulk back pushing him back.


Betty found Cap and helped him up. Cap looked around and saw the other fallen heroes.

Betty helps Captain America during the Hulk fight

Cap asked her what could stop the Hulk. Betty responded that he would not stop until everyone was dead.

Cap wondered if Bruce's tranquilizer medicine would work. Betty thought it would, but only at twenty times the normal dosage. Cap told her to get as much as she could.

Meanwhile, Thor continued to hit Hulk and knocked him down. Hulk got up and grabbed the top of a tank to smash Thor away. He accidentally dropped Mjolnir.

Thor crashed into the ground as Mjolnir fell near Hulk. Hulk walked over and grabbed the hammer trying to pick it up. At first Hulk could not move it at all.

Hulk grabs Thor

Eventually he picked it up and raised it to the sky. Thor got up looking shocked to see someone else carrying his hammer.

Hulk threw Mjolnir at Thor hitting him squarely in the head knocking him down. Hulk leapt over to Thor and grabbed Mjolnir in one hand.

He picked up Thor and hit him with his own hammer.

Cap ran towards Hulk and performed a flying tackle. Hulk dropped Thor and Cap challenged him to a fight. Hulk charged the soldier.

Captain America trips Hulk

As the giant got close, Cap threw his shield flipping Hulk over. Hulk got up and Cap threw his shield to knock him down again.

Cap leapt into the air to grab his shield. He landed by smashing the shield into Hulk's face.

Hulk quickly punched him away. He leapt forward trying to land on Cap.

Hulk chokes Giant Man

An enlarged Giant Man caught him and closed his fist on Hulk. The smaller giant broke free and leapt onto Giant Man's throat.

Hulk began squeezing Giant Man's throat choking him. The larger hero eventually fell. Hulk leapt up meaning to land on his chest.

Wasp blasted Hulk knocking him away. She began flying around blasting him.

Cap got up and saw the two. He threw his shield at Hulk's legs knocking him down. Iron Man also got up to see the fighting.

Cap dodged to the right before Hulk could charge him. Iron Man fired his repulsor beams at Hulk pushing him back.

Iron Man tackles Hulk

Iron Man then used his jet boots to fly forward tackling him. Together they flew into the building. However, Hulk got the upper hand and threw the armored hero out.

Hulk landed near Iron Man and began punching his helmet in. Cap tried to distract him but Hulk just kicked him away.

Captain America saves Iron Man from Hulk

Cap leapt at the green giant and pushed him away. Hulk then knocked Cap away and into a storage container.

Fury and Widow fired their guns at Hulk but did no damage. Hulk grabbed the rotors of a downed helicopter and threw it at the two. They dodged as it cut the pavement apart.

Hulk let out a mighty roar in apparent victory.

Last Hope

Meanwhile, Betty searched through the facility to find Bruce's tranquilizers. She entered his lab and gathered enough to knock out Hulk. She put them into a tranquilizer gun with an adamantium needle to pierce his skin.

Captain America punches Hulk

Outside, Cap once again challenged Hulk and had to dodge Hulk's swing. His follow-up attack did nothing and Hulk knocked him away.

Betty found Cap and gave him the tranquilizer gun. He then ordered Iron Man and Giant Man to slow Hulk down.

Hulk ran towards Iron Man but Giant Man stomped his foot down stopping him. Iron Man fired his Unibeam knocking Hulk into the air.

Giant Man slams Hulk into the ground

Giant Man then punched the green giant into the ground. Hulk leapt out of the hole in the ground to uppercut Giant Man.

Cap tried aiming the gun at Hulk but was too injured to focus on the quickly moving target. He ordered Wasp to also distract Hulk.

Hulk picked up a large part of the ground as Wasp flew into his ear. She began firing at his brain and he dropped the debris.

Wasp gives Hulk a headache

Hulk stumbled around until Wasp fell out.

The green giant saw Cap with the gun and threw a rock that destroyed the gun. He ran forward grabbing Cap putting him in a crushing bear hug.

Black Widow stabs Hulk with a tranquilizer

Widow grabbed the tranquilizer dart and moved towards Hulk. She leapt on his back and drove the needle in.

Hulk dropped Cap and turned to grab Widow. She dodged one of his ground smashes but another knocked her back towards Betty.

Hulk moved towards Widow to finish her off but stopped in front of Betty. She told him that everything would be fine.

Fury talks Captain America from making a foolish attack

Cap got up thinking that Hulk would hurt her. Fury stopped him saying she was trying to calm Hulk down so he would not burn through the sedative.

Betty told Hulk that it was time to relax. Hulk calmed down and collapsed. He slowly turned back into Bruce.

The Avengers surround Bruce

The other heroes got up and moved in around the passed out Bruce.


Bruce was put into a special cell deep in the facility. He was put under the care of Dr. Oiler, who used his position to constantly harass his replacement. The cell could be quickly filled with a tranquilizer gas to keep him calm, though too much would kill him.

Bruce initially seemed catatonic and unresponsive to others due to his guilt at letting his arrogance get out of hand.

Bruce is captured by S.H.I.E.L.D.

Betty visited Bruce who did not react to her. The guard stationed there said he sat around doing nothing since they brought him in.

He wondered if she wanted to go in but she did not know what to say. She left him in his prison without saying anything.

Steve was badly hurt and put in the infirmary. His foot was broken and put in a cast.

He woke up and saw Bucky standing over him. He then brought his wife Gail, who had been Steve's girlfriend during the war, into the room.

Black Widow and Bucky watch Steve reunite with his old girlfriend Gail

Bucky left the two old friends alone and closed the door. He stood outside the room and watched them. Widow walked up saying that Steve needed that. Bucky said she needed it also.

Gail told Steve that she lived a good life and it was time to let Steve live his.

The Avengers make the front page

News of the attack reached the press along with the revelation of the superhero team. The New York News got a picture of the team together and dubbed the team the Avengers.

The Avengers have a toast to their leader

Later, the team held a party celebrating their victory. Steve walked out onto a balcony on crutches to find the rest of the team having a meal.

They all stood and Tony offered a toast to Captain America for pulling the team together.

They all gathered around Steve and patted him on the back while Janet kissed on him on cheeks. Natalia grabbed his head and kissed him on the lips.

The team sat back down as Natalia left. Steve turned to watch her go.

The Avengers celebrate their victory

Fury watched from the next floor up and Natalia entered the room.He was glad to see the threat over. Natalia leaned on the railing and complimented their leader, obviously infatuated with him.

Fury dropped a copy of New York News on the desk. The two then left the room, possibly to join the others.

Down Time

Over the following couple of months, the teams went on their own separate ways.

S.H.I.E.L.D. gathered the remains of the Chitauri ship for study. Since there was no longer a need for a super soldier program, Betty was apparently in charge of studying the remains.

Janet and Hank continued to explore his abilities pushing them further and further. Hank wanted to go past the known limits, though Janet wanted to protect her husband.

Bruce eventually came out of his catatonic state but all his requests were turned down by the sadistic Oiler. He forced Bruce to watch video of the Hulk's rampage over and over again, filling his chamber with gas whenever he pleased.

Betty never went to see him during this time, and likely neither did anyone else from the team. No one knew of Bruce's treatment.

Steve and Natalia began dating. However, Steve soon became depressed by the modern world and the fact that everyone and everything he knew from before was gone. He began taking risky missions and refusing any relaxation time. Natalia eventually grew concerned that he would get himself killed.

Tony was his usual self.

Return of the Chituari

In the African nation of Wakanda, Prince T'Challa returned from studying abroad to be greeted by his father T'Chaka. His time abroad was not appreciated by the tribal elders.

When the royalty heard reports of Chitauri soldiers, T'Chaka went off to fight them. Though his advisor Nakinda wanted the Royal Guards to handle the threat.

Black Panther marches through the jungle

T'Chaka donned the outfit of the Black Panther over the protests of his son and set out to find the aliens. T'Challa secretly followed his father to help.

T'Chaka found Herr Kleiser, alive and well, and the two fought. When T'Challa appeared Kleiser threatened to end the royal bloodline.

T'Chaka is killed

T'Chaka then sacrificed his life to save his son. Though Kleiser was still alive thanks to his alien biology and got away.

After the funeral procession for his father, T'Challa was made king of Wakanda.

Nakinda showed T'Challa the secret of the Eye of Kings, a secret bunker filled with Black Panther's technologies.

T'Challa finds an article about Captain America

T'Challa entered and found numerous articles about Captain America fighting Kleiser during World War II. The magazine Military News reported that he had returned.

T'Challa grabbed the Black Panther's costume and headed towards New York City to find Captain America and get his advice.

Troubled Leader

At one point, Steve heard about a raid by HYDRA soldiers. Steve grabbed his uniform and went off to fight them alone without telling anyone else that he left.

Captain America fights HYDRA

Cap fought and killed most of the soldiers saving several scientists along the way. He was shot and began having flashbacks to the war when he fought Kleiser.

S.H.I.E.L.D. found out about Cap's mission and Widow led a group to save him.

Widow and her team broke into the facility and found the place filled with steam. They saw a van that had been destroyed by chemical waste.

Black Widow catches Captain America in the act

Widow found Cap holding a gunshot wound in his side. He jokingly put his hands up in surrender since she had her gun ready.

S.H.I.E.L.D. arrested the remaining HYDRA soldiers and took them away in a VTOL.

Widow approached Cap worried because he was supposed to call for backup but chose to go in alone. She tried to comfort him and even attempted to give him a hug. She said that these kind of actions would kill him.

Captain America pushes Black Widow aside

Cap brushed her off saying that if he wanted to die then it was his choice. He got into a VTOL and closed the door as it took off.

Widow was left staring at it as the flew off into the distance.

They returned to the Triskelion and Widow told Fury about the change in Steve's personality. As Steve changed his clothes, Fury and Natalia waited for him.

Natalia has to confront Steve

When he got out Fury and Natalia confronted him. She told him that she had no choice but to tell the general.

Fury told him that those kind of missions would end with him and a toe tag. Steve countered that he was simply doing his job.

Steve tried to leave as he intended to go on a warehouse raid with Bravo team. Fury told him that he would not.

Fury pointed out that Steve was simply accepting any job like he was trying to avoid rest and recuperation by staying busy.

Fury is forced to confront Steve

Steve said that since he is a supersoldier he could handle the stress. Fury told him that he is still human like anyone else.

Natalia noted that the pain was not as bad as in battle. He claimed he didn't know anything about him.

She felt that he was worried that if he got a personal life he might lose it again.

Fury explained that Steve had been through a traumatic experience but he still needed to rest. Steve agreed and walked away.

After he was gone, Natalia did not believe he would really listen. Fury said that if he did not, he would have to lock him away with Bruce.

Call to Arms

T'Challa in the Black Panther uniform snuck into the Triskelion and found Steve's bedroom. He saw that Steve was having bad dreams.

Steve suddenly awoke and saw the intruder standing over him. He grabbed Panther and threw him against the wall.

Steve defends himself against Black Panther

Steve got up and kneed Panther in the gut. He then threw him out of the window and jumped out behind him.

Steve and Panther slid down the slopped side of the building. Steve was able to control his descent though Panther failed to grab onto anything.

Panther fell off the building and crashed onto the ground below. Steve leapt off the building, rebounded off a lamppost, and landed near Panther.

Steve grabbed Panther as S.H.I.E.L.D. agents and vehicles surrounded them. Fury walked up and introduced Steve to the Black Panther. He then let the other soldiers go.

T'Challa reveals that he is the King of Wakanda

T'Challa removed his mask when they were gone. Fury was surprised that it was not T'Chaka. T'Challa told him that his father was killed.

T'Challa wanted to speak to Steve alone. Fury interrupted that he wanted in. He stated that he and T'Chaka did not get along and he wanted to make up for that.

T'Challa stated that it was a private matter, but Steve explained that he would tell Fury anyways.

Steve claims that Kleiser cannot die

T'Challa explains that his father was killed by Kleiser. He wanted to know how to kill the former Nazi. Steve said that he tried to kill him twice but he has always come back.

Fury told T'Challa that the only way to help was for Wakanda's borders to be opened so the Avengers could help. T'Challa refused saying that he already betrayed his people by coming there.

He put his mask back on and jumped onto a passing truck.

Steve and Fury watched the African king leave. Fury walked away ordering that that the Avengers be assembled.


The next day at Pym Industries, Giant Man was increasing while being monitored by his wife and scientists. They were attempted to get him bigger than he ever had been before.

Giant Man looks at Wasp

She told him that everything looked good. She told a scientist to up the plasma IGF concentrations to 850 U.

When Giant Man neared sixty feet his muscular composition fluctuated and his body mass changed. He fell back against the wall in pain. They noted that something was wrong in his stomach region.

Wasp saw what was happening and ordered him to stop. Giant Man refused wanting to go to sixty-one feet. Wasp ordered the scientists to bring him back to normal slowly.

Giant Man has an argument with Wasp

Giant Man berated his wife for ruining two months of work as he returned to normal. Wasp knew they reached the limit and did not want him harmed.

She then suggested they focus on the other stage of the project, shrinking him. He tore his mask off not wanting to be a small superhero again.

Before he could fully return to normal, he stormed out smashing the doorway with his head.

Fury called Wasp and she took the call. When they were ready, she and Hank got into a VTOL and headed towards the Triskelion.

Fury then called Jarvis, Tony's butler, and asked for Tony. However, Tony was climbing Mount Everest with the vice presidents of his company.

Tony climbs Mount Everest

Jarvis told Tony that Fury was on the line. At that moment, the battery in Tony's chest went low. Tony quickly went into his backpack to replace it before died.

When he was safe, he told Jarvis to tell Fury that he would return when he could. He got the executives off the mountain, donned his repaired armor, and flew back to New York.

Thor has a vision of the future

Thor meditated in a field with a circle of stones in front of him. He used his blood and some stones to see a vision of the future. He saw a smoking field with fire everywhere. As he looked around he saw the smoking skeletal remains of the other Avengers.

Afterwards he kneeled down in horror.

Betty notices that the seemingly indestructible vibranium has become brittle

Betty was studying the ship that Hulk had brought down. A scientist came to her showing her a piece of the vibranium hull that began crumbling. Betty wondered how the hull could become so brittle.

She saw the VTOL carrying Janet and Hank land and went over to it. She gave Janet a hug as she disembarked.

Betty greets Janet and Hank

Betty noticed that Hank was angry and asked how things were going. Janet said they were working things out. She then asked how things were going between Betty and Bruce. Betty explained she hadn't gone to see Bruce yet.

The three began walking towards the building. Iron Man landed nearby and announced by his arrival by wanting a hug. None of them gave him any and they all walked in.

Betty goes to visit Bruce

Before the meeting, Betty went to see Bruce. She saw he was watching footage of the Hulk attacking the alien ship. Bruce said he was glad to finally see her.

He thought that Fury was pressing charges against him. Betty confirmed this since she had been called in as a witness.

Bruce stated that even though Hulk made a mess of things, he got rid of the aliens. Betty told him he was wrong and began to leave.

Bruce wanted to know more but she refused. He asked for something to think about other than guilt. She told him that parts of the hull became brittle.

Bruce asked for a piece to analyze but she refused. She got angry telling him that no one wanted his help and no one trusted him. She stormed off.

Second Meeting

The Avengers have another debriefing on the Chitauri

Tony, Janet, Hank, and Widow waited in the meeting room for the others. Janet tried to comfort Hank but he pulled away. Tony flipped through some paper work.

Steve entered and Widow approached him asking if he wanted to talk about Kleiser. Steve said that he was going to killed Kleiser once and for all then walked off.

Fury entered the room and interrupted them to start the meeting. He introduced the team to Herr Kleiser, the director of Nazi Germany's secret Totenkopf Division. He tells them that he was the only known Chitauri alien.

Steve survives an explosion during World War II

He explained that Kleiser was the Chitauri version of the supersoldier. Fury told them that he was assumed killed when Captain America destroyed the nuclear missile.

Fury showed them footage from the explosion. He then noticed that Steve was getting agitated, and flashing back to the battle, he quickly turned off the video.

Fury went on to explain that Kleiser was still alive because he had assassinated the king of Wakanda. Janet asked about Wakanda but Fury didn't have any answers to give.

He explained that Wakanda was an isolationist nation that heavily protected their borders and was covered in a constant cloud cover. He told them that Wakanda did not want the Avengers there.

Steve spoke up volunteering to go in alone. He reasoned that he was the only one who really knew Kleiser.

Fury told him that it would be a team effort and refused the request. Hank interrupted saying to let him go.

Fury told them that their mission was to go in fast, set up surveillance, and get out before they caused an international incident.

The Avengers end another meeting

Steve reasoned that that's the exact reason that he should go in alone. Fury retorted that he wasn't thinking straight.

Fury then gave the command of the team to Widow. Hank was delighted at Steve's "demotion."

Secret War

The Avengers boarded a large S.H.I.E.L.D. aircraft and flew to Africa. The aircraft contained a large deck, a control room, a lounge, and even a smaller aircraft.

The aircraft landed in the jungles outside of Mount Kilimanjaro where Wakanda was located.

Black Widow gives orders to Wasp

The team disembarked and Widow ordered them to move out in a twenty meter spread through the jungle. Iron Man flew off while Giant Man increased in size. Widow ordered Wasp to check above the canopy.

As they spread out, Iron Man decided to talk to Cap. He asked him about the time he jumped onto the missile. He wondered if Cap knew he would make it out alive.

Iron Man and Captain America have a conversation

Cap told him he did not. Iron Man responded that he would not have done it. He explained that while Cap has the guts he would go for the glory, and wasn't interested in posthumous awards.

Cap told him that no one really knew what they were capable of until the time came. With that, the two separated.

Cap wondered alone when he flashed back to a battle he had with Kleiser. He remembered that he sliced Kleiser's head open with his shield, which just healed. He then tried to blow up Kleiser and his train. As he finished, he held the area where Kleiser had shot him.

Cap then noticed something behind him and threw his shield. Panther barely managed to dodge it. He told him that the team had to leave.

Widow appeared behind him and pointed a gun at his head. She said that they came for answers.

The Avengers surround Black Panther

Giant Man walked up while Iron Man and Wasp landed nearby. Cap explained that they had come to help like Panther asked.

Panther retorted that he was looking for advice not participation. Cap told him that Kleiser had killed people close to him too. He felt they were looking for the same thing.

Panther relented and allowed Cap to follow him into Wakanda's city. He told the others that they had to return to their ship.

Learning Lessons

Panther led Cap into Wakanda helping him to evade the guards. They climbed a large tree and entered the walls.

Cap asked why Panther did not just tell his people that the Avengers were there to help. Panther replied that they would not understand as they have never needed help before.

Captain America and Black Panther infiltrate Wakanda

The two jumped down next to two large black panthers. The two got up and began to growl but Panther relaxed them with a wave of his hand.

Cap and Panther continued on hiding behind a large pillar as three Wakandans walked by.

Cap turned and saw a crashed Chitauri ship in the building they were hiding by. Cap asked about it. Panther stated that it was shot down in 1942.

The two left and climbed onto a panther statue's head to get to another building. Cap pressed on about the ship. Panther responded that there was more to Wakanda than meets the eye.

Panther leapt down the side of the building and Cap followed.

Meanwhile, the other Avengers refused Panther's orders and continued to set up surveillance. They did not realize that Wakandan warriors found the team and followed them.

Widow ran through the jungle followed by Wasp and Iron Man. Widow turned around as the following warriors threw their spears. She dodged and began firing her guns. She shot several spears out of the air.

Giant Man overheard the gunfire and grew in size. He easily deflected the spears threw at him.

Wasp blast some Wakandans

Wasp flew into the group of warriors and fired her energy blasts at them.

Iron Man flew through the jungle. The thrown spears did not even scratch his armor. He fired his repulsor beams at the warriors causing them to scatter.

Black Panther reveals the history of Wakanda

Panther continued leading Cap through the Hall of Kings, where the bodies of the former Wakandan leaders lied. Panther showed Cap his grandfather, Azzari the Wise.

He explained to Cap that Azzari was the king of Wakanda when the Chitauri first arrived at their nation. He says that Azzari was approached by Kleiser, who claimed to want peace. However, Azzari knew that Kleiser wanted the "lifeblood" of their land.

Cap asked what he meant by "lifeblood." Panther replied that the Wakandans call it the Heart of Wakanda.

Panther explained that the Chitauri attacked Wakanda killing many of its citizens. Kleiser had sought to take the Heart by force. He said that the Wakandans rose up and defeated the alien invaders.

However, the event led the people to distrust any outside and view any intruder as their enemy.

Captain America offers comfort to Black Panther

Cap asked if Panther knew what Kleiser could be planning, but he did not. Panther believed that his father knew something and prepared him for this day. Panther wanted vengeance and Cap understood.

Nakinda ran into the room to warn the king of the intruders. She stopped when she saw Cap.

Nakina finds Captain America in Wakanda

Panther tried to explain but Nakinda ran out of the room. Cap and Panther realized that the Avengers had been found and left.

Giant Man pushed over some trees while following some Wakandans. He then lost them and went looking for them. He walked towards the city and they fired their arrows at him.

Giant Man tried to stop them but they kept firing at him. The arrows punctured his suit. He eventually grew weak and fell down.

Wasp defends Giant Man against the Wakandans

The warriors closed in on Giant Man. Wasp flew in and fired her blasts at them. They were scared off.

Iron Man flew through a canyon following some fleeing warriors. He blasted a spear thrown at him. He followed the group around the bend and landed.

Even though they aimed their spears, he wasn't worried. He held up his armo to aim his arm-mounted gun. One of the warriors threw their spear so hard that it destroyed the weapon.

He was then hit by a large swinging log. He was knocked several feet back. With his armor heavily damaged he got embarrassed.

Widow continued running and gunning. She stopped and fired at the approaching warriors. Their shields were able to stop the bullets.

Black Panther defends Black Widow

As the warriors closed in, Panther dropped down onto a tree ordering them to stop. The warriors looked confused but continued forward.

Panther dropped to the ground between Widow and the warriors. He told his people that he allowed them to enter. The warriors stopped their advance.

Iron Man approached followed by warriors. Cap dropped down in the middle of it all.

Wasp flew up saying that Hank had been poisoned. Panther agreed to give them the antidote if they left immediately.

Black Panther orders the Avengers to leave Wakanda

Widow helped Iron Man stand. Panther explained that should they return the warriors would kill them all.

Tail Between Legs

Avengers board their aircraft

Cap and Wasp found the unconscious Giant Man and brought him to the plan. Iron Man and Widow stood waiting for them. When they all entered Iron Man closed the door.

Widow went to the control room and spoke to a hologram of Fury. She requested more soldiers to back them up. Fury refused as he did not want to cause an incident. He ordered them back to base for a debriefing.

Fury was informed that Betty wanted to see him in the hanger. He then asked if anyone had found Thor, but the Asgardian was absent from every environmental rally. Fury told the man to keep looking and left.

Thor speaks with his father

Thor was speaking to his father Odin about the vision. Instead, Odin ordered Thor to leave Midgard and return to the others Norse Gods in Asgard. Thor refused and left.

Betty and the scientists found a vibranium cube inside the ship that was apparently the energy source. She tested it in a room just off the hanger.

Fury approached her and she explained that the cube was denser than any other piece of vibranium. She handed his some goggles and pulled a switch.

Betty tells Fury about her test results

Small diodes shot energy in the cube. It glowed brightly until it overloaded destroying the arms and the test room.

Betty explained that the cube had enough energy to power New York or six months. It was so powerful she could not get a reading.

Fury then asked about the brittle parts of the hull. He wondered if there was a connection. Betty doubted it but told him that the brittle hull was concentrated in one general area.

Defying Orders

The team continued flying around Wakanda. Cap and Widow were scanning the areas. Cap spotted a Chitauri soldier wandering the jungles.

Captain America and Black Widow scan Wakanda

Widow went to see for herself as Wasp and Hank walked in. She noted that there was nothing they could do about it as they had been ordered back to the Triskelion.

Cap went to the elevator and closed the door. Widow ran after him but was cut off before she could make it. She turned and ran down the stairs.

Cap left the elevator as Widow was coming down the stairs. Cap ran to the ladder leading to the smaller aircraft. He closed the door before Widow could get there.

He detached from the main ship and flew to the jungle below. Widow returned to the command center and ordered the team to follow Cap.

Hank interrupted saying they should let him go. He thought that Cap's death would be doing the team a favor.

Tony decides to leave Wasp and Hank alone

Wasp and Hank began arguing while walking into the recreation area where Tony was sitting. He saw that the couple was fighting and decided to leave.

Wasp exploded saying that she was tired of Hank and his ego. She stormed out of the room. Hank said he did not need her.

As she walked into the command center, Widow offered her a gun. Wasp smirked but told her not to tempt her. She then walked off.

At the same time, T'Challa was dethroned by the Chief Elder because of his actions. He then saw a Chitauri soldier in the jungles and headed out after it.

Captain America finds Black Panther attacking a Chitauri

Cap landed and wandered through the jungles. He found Panther attacking a Chitauri. Cap wanted to interrogate the alien. Panther said he had already tried.

Panther suggested that S.H.I.E.L.D. may have more successful methods. Cap agreed to try. Panther wanted to come with him.

Fury was then informed that the Avengers' ship was returning to Wakanda. Fury wanted to talk to them but their monitor burst out.

Fury and Thor see the command ship

Thor appeared with news of the Chitauri. Fury said they already knew. Thor countered that there was a ship in the sky.

Fury ordered a satellite be repositioned to look into space. They then spotted the Chitauri Command Ship passing Mars.

From the Frying Pan

Cap and Panther loaded the Chitauri into his plane. It lifted out of the jungle and docked with the main ship. Cap and Panther dragged the alien out onto the main deck.

Black Widow notes that Captain America endangered the Avengers

Widow and the others, all in uniform, entered. She asked if Cap had lost his mind. He replied that he wanted to find out what it knew. Widow countered that the alien put them all at risk.

Panther agreed then morph revealing himself to be Kleiser. The supposedly knocked out Chitauri soldier stood up and began firing at them.

Cap and Widow dodged while she fired her guns.

Wasp got hit in the chest and was knocked out. Giant Man grabbed her. Iron Man used his body to block the alien blasts from hitting the couple.

Cap used his shield to protect himself. He dodged out of the way of the blasts and threw the shield to sever the Chitauri's arm.

Kleiser grabbed the shield and used it to protect himself from the Avengers. He and the soldier headed towards the elevator.

The Avengers lose Herr Kleiser

Giant Man cradled his unconscious wife while the others tried to stop the elevator.

Kleiser spoke into a communication device and ordered the command ship to fire onto his position. He and the soldiers left in the smaller aircraft.

Into the Fire

In orbit around Earth, the command ship fired onto the Avengers' ship dead on.

Thor and Fury watched the attack from the monitors at the control room. Thor realized this is what happened in his vision.

The ship began falling apart. Flames erupted in every compartment.

Giant Man carried Wasp as he tried to steady himself. Cap and the others also tried to hold on while the ship was being destroyed.

Iron Man protects the Avengers

Iron Man used his shields to protect himself and the others.

Thor teleported to the aircraft and teleported the team away. The ship was then destroyed by the command ship's energy cannon.

Panther, the real one, stood on the ground and saw the ship. After its destruction, he thought they were dead and returned to Wakanda while mourning them.

The Avengers teleport to S.H.I.E.L.D.

Fury watched the ship crash on the monitors. Thor teleported the Avengers into the room. Thor held Iron Man who then collapsed.

Widow held onto Wasp. She ordered the infirmary to expect wounded. Giant Man then took his wife and carried her there.

Fury asked if Iron man needed a medic. He replied that he needed a mechanic and drugs.

Fury tried to talk to Cap but he walked way, ashamed that his actions nearly killed the team.

A technician then told Fury that the ship remained in orbit. He said that it was creating an energy field that was engulfing the planet.

Nick Fury sees the energy field

Fury looked at the monitors and saw the field covering the Earth. He asked how long it would take to completely cover. The technician theorized that it would only take ten minutes.

The field spread out across the planet covering the Pyramids of Giza in Egypt, Big Ben and Parliament in London England, Red Square in Moscow, Paris, Sydney, and a lighthouse near the ocean.


Tony quickly returned to the Iron Man Armory located in Stark Enterprises where he removed his badly damaged armor. Since his favorite was destroyed he and Jarvis went to find a new favorite.

Tony finds his new armor

The butler suggested the Tin Man Armor based on the color and design. However, Tony knew he needed heavy equipment and chose the War Machine Armor. Though it handled like a ten ton tractor it was strong and had a missile launcher and mini-gun.

Betty went to Bruce's cell and saw him staring at the footage of Hulk's rampage. He showed her how there was a flash when Hulk smashed the hull. He wondered if that was the brittle area and she confirmed it.

Bruce tells Betty about how to defeat the Chitauri

He theorized that gamma radiation did that since the Hulk radiates it. Bruce wanted to test the theory with a gamma generator he had in his lab, but wanted out.

She explained that only Fury could, and he knew that the general would never trust him. He slumped into his chair to stair at the video and she left.

Meanwhile, Janet was diagnosed as being in a coma. Hank sat by her side holding her hand. He said he would make things right, then wondered why she was with him.

Janet in the infirmary

Steve entered to see how she was doing, but Hank got angry and confronted him. He blamed Janet's condition on her belief in Steve.

He ordered the soldier to get out. Seeing that Hank was angry, Steve relented and left.

Around the world, the energy field began dropping pods onto the surface releasing Chitauri soldiers. Some pods released Chitauri walkers and fliers. They began a siege of the planet.

Call for Aid

The Wakandans defended their land from the brunt of the invasion. The chief elder was confident that they would not need help. However, T'Challa was not.

Fury watched news ports when a technician told him that Wakanda was contacting them. T'Challa appeared and asked for S.H.I.E.L.D.'s help.

Fury told him that the entire world was under attack. T'Challa claimed that the attack was centered on Wakanda.

Fury then demanded to know what Kleiser wanted with them. T'Challa said that they had vibranium.

T'Challa calls the Avengers for help

T'Challa explains that a mountain sized meteorite crashed beneath Wakanda long ago and stretched to unknown depths. Since it was unrefined, they could forge it into whatever they wanted.

Through their mining facility, they dig up what they need and forge it into a variety of weapons. They were currently using those newly forged weapons to attack the Chitauri invaders.

T'Challa claimed that without S.H.I.E.L.D. help the world would fall starting with wakanda. The feed was cut off when the elder threw a spear at the computer.

The elder accused him of betraying his country. T'Challa grabbed his Black Panther outfit telling that if they do not get help there would not be a country left to betray.

Kleiser realized that Wakanda was using the crashed ship to power their weapons. He had the command ship fire on their downed craft destroying it. The Wakandan weapons powered down and they were left helpless.

Welcome Return

The team, minus Wasp, gathered. Even Fury donned his fatigues to join them. Thor teleported them all to Wakanda to the top of the city.

Black Panther welcomes the Avengers to Wakanda

Panther saw them and climbed to their position. He was glad that they were not dead as he thought.

Thor was explaining something to the others when they were spotted by Kleiser. The area was then attacked by fliers. Thor and Iron Man flew up to battle the approaching fliers.

The Avengers retaliate against the Chitauri

The rest of the team ran before a blast hit their position.

Thor cut a flier in half with Mjolnir. He then fired a bolt of lightning to destroy two more. Odin then commanded Thor to stop but he refused to abandoned humanity and returned to battle.

Giant Man stood on a balcony as a walker approached him. He leapt down but the walker tried to stomp on him.

Giant Man kicks a Walker

Giant Man fell back then grew in size. The walker attacked but Giant Man grabbed its two front legs. He struggled with it then kicked it onto its back.

Another walker approached and fired at the ground near him. Giant Man stumbled to the ground as the walker approached.

Iron Man saw this and fired at the walker with his mini-gun. He then fired a salvo with his rocket launcher. Giant Man leapt out of the way as the rockets engulfed the walker.

A flier came up behind Iron Man and hit him in the back. He fell down right in front of another walker. The walker prepared to fire on him.

Thor flew by and blasted the walker apart.

Widow fired at a group of Chitauri soldiers causing them to explode.

Panther saw a walker fire at a building opening a hole in the roof. Chitauri soldiers then moved in to attack the cowering elders.

Black Panther attacks a Chitauri

He tackled several and his claw missiles at the others. The aliens fell and the elders were fine. The elders and Nakinda then approved of their newest king.

Old Grudges

Cap was struggling with a Chitauri soldier when Kleiser climbed to his position carrying his shield. The Nazi threw his own shield at him.

Captain America smashes Herr Kleiser

Cap ran towards him and leapt into the air. He flipped over grabbing his shield. He landed by bashing Kleiser off the cliff.

Meanwhile, the field reached New York and Janet woke up to see the destruction. He changed into her uniform and went off to help.

Betty found the gamma generator and brought it to the hanger. She strapped it to her back and powered it up. She tested it on a piece of vibranium hull, which became brittle. She left the hanger to use it.

Janet saw a group of Chitauri soldiers entering the Triskelion. They fired at her but she shrunk to dodge their attacks. She then used their own attacks to weaken the floor under them causing them to fall.

Wasp finds Betty in the Triskelion

She flew around the building and found Betty. She followed her friend to Bruce's cell.

Oiler was talking to Bruce when Chitauri soldiers broke in. The aliens tried to blast through the cell's glass wall but could not.

A Chitauri grabbed Oiler before he could flee. Oiler begged for his life so the alien motioned into the cell.

Understanding their intentions, Oiler told them he could not release Bruce but he could kill him. He filled the room with gas to its maximum level. As he tried to run out the Chitauri vaporized him.

Bruce began choking on the gas as the three aliens watched.

Betty entered the room and fired the gamma gun. Wasp flew forward through one of the soldier's brittle shell and it fell.

Betty fires the gamma gun

Betty fired at the other two. Wasp followed up with an attack and the aliens were killed.

Betty saw Bruce dying and quickly pressed the button to release the gas. Bruce lay on the ground as Betty approached.

He noticed that the gamma generator worked on the aliens. He told Betty to get it to Fury.

Betty wanted to get him out of there but it was too late. Betty would not accept his fate. They said that they love each other.

Betty and Wasp find Bruce near death

Bruce slipped into unconsciousness. Wasp approached her telling Betty that they had to leave.

The two went to the hanger and boarded an aircraft. Betty flew while Wasp viewed a map of Africa.

Turn of the Tide

Fury grabbed a rocket launcher and destroyed a group of aliens. More fired back at him so he dropped to the ground and fired another rocket. He then dodged another energy blast fired at him.

He saw an approaching flier and tried to fire, but the launcher was empty. He dropped the launcher and ran as the flier fired at him.

Fury leapt behind a broken wall before he could be hit. However, he was knocked out.

Black Widow runs to Nick Fury

Widow saw Fury get knocked out and ran over to him. She grabbed his headset and took a call from Betty, who was explaining her plan.

She contacted Iron Man, who was firing at more soldiers. After killing a soldier with his missiles and mini-gun he headed out.

Cap continued to fight Kleiser to a stand-still, with the alien having formed one of his hands into a blade.

The Nazi stood over a fallen Chitauri then morphed his hand back. He picked up the alien's severed arm and integrated it onto his own.

Kleiser moved in on the soldier but was hit in the back by Panther's claw missiles. He turned to see the king crouched on a building.

He ignored Panther until he was hit with more claws. Kleiser smiled and pulled the claws into his body. He then fired them out of the alien hand.

Herr Kleiser overpowers Captain America and Black Panther

Panther dodged most but one went right through his chest. He fell down as Kleiser approached. Cap finally stood up to see the two.

New Plan

Widow carried Fury through the city when she saw the S.H.I.E.L.D. aircraft piloted by Betty and Wasp approaching. She handed Fury to a group of Wakandans.

The Wakandans help Fury

She informed them that the Avengers needed a distraction while they talked. The chief elder told his warriors to attack.

The Wakandans used their catapults and archers to hold off the invading aliens.

The aircraft landed and Betty and Wasp exited.

Widow and Iron Man met them and Betty handed the armored Avenger the generator. He strapped it onto his back.

Giant Man approached and shrunk down to normal. He hugged his wife from behind glad to see her well. However, she brushed him off.

Betty explains the plan

They walked over to Betty who was explaining the plan. Iron Man was to go inside the ship and find the vibranium power source in the core.

Iron Man worried about the large cannon underneath the ship pointed at them. Thor landed saying that he could handle that.

Giant Man interrupted to say that Iron Man would need back up inside the ship. He joining him. However, Iron Man did not want to carry a full-sized man with him.

Giant Man suggested that he shrink down. Wasp got worried thinking that his body could not handle the stress. Giant Man proceeded anyways and shrunk down, though his body was in pain.

Iron Man carries Giant Man

Iron Man offered his hand and Giant Man leapt on. Wasp told him to be careful and they said their good byes.

Breaking and Entering

Iron Man retracted one of his missiles so Giant Man could fit in the hole. Iron Man and Thor flew above the city with the God taking the lead.

The cannon moved towards their position so Thor readied Mjolnir. The ship fired and Thor hit it away like a baseball.

Giant Man asked Iron Man if they could survive a blast if Thor missed. Iron Man replied that if they were hit they couldn't feel anything.

Iron Man and Thor fly into the air

As Iron Man passed the Asgardian, Thor readied himself for another blast. The cannon moved towards Iron Man so Thor unleashed a massive bolt of lighting at it so it would target him again.

The cannon fired again and Thor once more deflected it.

Iron Man increased his speed and readied the gamma generator. He fired the gun weakening the hull.

He told Giant Man to plus his ears then fired several rockets. The rockets blasted open a hole so the two could enter.

Thor is blasted out of the air

The cannon began firing more rapidly. Thor blocked the first three blasts but the fourth knocked him out of the sky. He crashed making a large crater and fell unconscious.

Final Stretch

Inside the ship, Iron Man flew around a bend and saw Chitauri everywhere. He fired his mini-gun and rockets to clear a path.

Meanwhile, Cap and Panther pushed Kleiser against a wall. Kleiser had morphed his "normal" hand into a blade and knocked Panther down. Cap used his shield to sever the added Chitauri hand.

Kleiser reformed his hand into a blade and stabbed Cap as he approached. Cap stumbled back as Kleiser moved forward.

Panther struggled to get up. His head then morphed into that of a panther and quickly attacked the Nazi. He slashed both of Kleiser's arms and legs off.

Kleiser's teeth turned into large spikes as his mouth deformed. Panther stabbed his claws through Kleiser's chest and tore him in half.

His head returned to normal and he went over to cap to see how he was. They then saw Kleiser's body reattaching itself. The villain boasted that the Black Panther could not defeat him.

Captain America and Black Panther see the true form of Herr Kleiser

He then morphed into a large worm-like creature. Panther told Cap that they did not have to kill him, just defeat him by using the vibranium refinery.

Meanwhile, in New York the Triskelion was under siege. In his cell, Bruce finally transformed into Hulk, stood up, and roared.

He leapt through the top of the building and burst out of the top of the building. He flew through the air and landed on a Chitauri walker.

Hulk saves the day again

Hulk smashed the walker into the ground until it exploded. He then began attacking the Chitauri forces invading the city.

In Africa, Panther ran at Kleiser as the large creature attacked. Panther leapt out of the way. Cap used the distraction to tackle Kleiser from behind.

The two below and Kleiser fell into a large pit of unrefined vibranium. Cap caught an overhead beam.

Panther grabbed a large wheel and began turning it. He told Cap that they had to flood the chamber. As they turned more wheels, vibranium began spraying onto the alien. However, Kleiser was still getting up.

Panther said that they needed more. The two began breaking the nozzles so the vibranium poured out.

Herr Kleiser is defeated

This proved too much for Kleiser and he eventually sank below the surface. The vibranium hardened and he was trapped.

Inside the ship, Iron man got a reading on the core. He noted that it must be enormous. Giant Man pointed out a hole to the core to their left.

Iron Man landed but was faced by more soldiers and hit in the back. Giant Man jumped down and said that he would hold them off.

Iron Man ran to the core as Giant Man increased to enormous size. Chitauri forces fired from all directions but Giant Man held them off.

Giant Man lifts the floor

Giant Man was beginning to feel pain from their attacks. He grabbed part of the organic floor and lifted it knocking over many of the soldiers. However, the others continued firing.

Iron Man reached the core and fired the generator but it ran out. Iron Man checked the indicator status to see that it was almost empty.

He threw down the gun and took off the pack. He spun it around and threw the entire generator into the core. He knelt down in apparent defeat.

He heard something and looked up to see an explosion blow out the side. He ran out as the core blew up.

Giant Man was picking up soldiers and throwing them at each other. The explosion hit him and he flew forward. He grabbed Iron Man and the two flew towards the wall.

Giant Man is knocked out

The entire ship became engulfed in flames as Giant Man and Iron Man flew out. They turned to see the ship explode. However, a piece of debris hit Giant Man in the head knocking him out.

Iron Man wrenched himself from Giant Man's fist and called out to his fellow hero. He flew over to Giant Man's controls and smashed on one to make him shrink back to normal.

Giant Man shrunk down and Iron Man caught him.

Behind them, the energy field disappeared. All over the world the field dissipated and Chitauri forces were stopped.

Dark Victory

The Avengers find Giant Man fatally injured

Iron Man landed with Giant Man in his arms at the foot of the palace. Panther, Cap, Widow, Betty, and Wasp cleared the area for him.

Seeing her husband injured, she ran over as Iron Man set him down. They realized he had been critically injured in the battle.

She knelt down and took off his mask. Hank said that he had finally become the man she always wanted him to be. Wasp said he already was. Hank Pym died in his wife's arms.

The Avengers lose one of their original members

The others closed in as Wasp wept over her fallen husband.

Panther looked up to see the remains of the command ship heading towards them.

Black Panther notices the falling command ship

Iron Man thought he could deflect it. Cap asked if he thought he could survive. Iron Man said that he would take that posthumous award and flew off.

Iron Man flew in front of the falling craft and put his back to it. He used his boots to divert the ship.

His onboard computer told him that his power cells were down to two percent and falling. Iron Man ordered that power be diverted from Life Support.

With renewed energy, his jet boots pushed the ship away. However, the power cells completely drained and his suit powered down.

He fell below the ship and it crashed into the jungle in a massive explosion. The Wakandans cheered. Cap turned to see Iron Man fall and crash into the ground.

The Avengers try to save Iron Man

He ran over and turned him on his back. He then took off his helmet. The others, plus Nakinda, went to Tony.

Thor got up and called Mjolnir over to him. He went over to Cap and knelt beside Tony. He held up Mjolnir calling up storm clouds over Wakanda.

Lightning hit Mjolnir and Thor put his other hand on Tony's chest. The energy recharged his batteries.

Tony realizes Thor is a God

Tony awoke and the clouds disappeared. He sat up and looked at Thor realizing he wasn't just some nut but actually a God.

The elders caught Panther's attention and bowed before him restoring his title. Nakinda asked what they should do with Kleiser's tomb. He suggested burying it.

Panther turned to Cap and told him that it was finally over. Cap nodded in agreement.

The Avengers have a bitter victory

Fury awoke and descended from the plane, his head wrapped in a bandage. He and the rest of the team closed in around Betty and Wasp, both kneeling besides Hank.


The team put Hank's body in the aircraft and left Wakanda. Returning to the Triskelion, they found the area damaged but without any signs of the Chitauri. Walkers laid where they fell.

Hulk either heard or saw the craft and went to the top of the Triskelion to watch.

The Avengers return home

The ramp lowered and the team exited. Hulk called out Betty's name then moved back to hide.

Betty stopped and looked up. She did not see anything so she moved on. The team entered the building.

Hulk made a massive leap away from the building towards freedom.

Betty went to Bruce's cell and found it empty with a hole in the roof. She looked down at the chair and saw Bruce's glasses.

Janet comforts Betty

Janet entered and said that at least he was still out there. The two walked out of the room together.

Funeral for a Friend

Repairs were soon underway repairing New York and the Triskelion, once again. The city decided to hold their own celebrations. However, things were grim for the Avengers as they held a funeral for Hank.

The funeral was held at a balcony overlooking the city.

A funeral for Hank

Tony, Thor, and Janet were the first ones there. Tony sat at the bar, Thor stood alone, and Janet looked at the wreath and flowers for Hank.

Fury, in full military dress uniform, and Natalia walked out onto the balcony. Fury went on but Natalia stopped to sit next to Tony.

she took the olive out of his drink and ate it seductively. She then stood up and walked away.

Janet looked at the picture of Hank in his Giant Man uniform minus the helmet. She touched the picture as Betty walked up.

Tony offers comfort to Janet and Betty

Tony walked over to them and put his arms around each woman. He led them away from the display.

Thor stood in the back watching the three leave. he turned and sat down.

Natalia stood at the balcony edge overlooking the city when Steve walked up. She tried to talk about their recent troubles but Steve stopped her.

He said that they should look at the future. The two then kissed passionately.

Fury got two pints of Asgardian mead then watched the two.

Fury offers mead to Thor

He carried the pints over to Thor and offered him one. The two began swapping stories.

Overhead, three jets flew by trailing red, white, and blue smoke to celebrate the victory.

It is unknown what happened to the Avengers since the Chitauri were defeated. Presumably they remained a team should the world need their assistance again.


Ultimate Avengers is based on the first two storylines from The Ultimates comic books. Ultimate Avengers II was an original story and debuted before Black Panther and Wakanda did in the Ultimate comics. It was also before Giant Man sacrificed himself in Ultimatum, possibly inspired by the video.

Captain America, Thor, Black Widow, and Betty Ross are combinations of the 616 and Ultimate universes, though generally leaning towards 616. The other characters are more exclusively Ultimate.

Black Panther and Wakanda appeared in Ultimate Avengers II before their Ultimate debut, so they are based on the 616 Universe rather than Ultimate. They eventually did appear, though radically altered.


The original Avengers of Next Avengers: Heroes of Tomorrow were based on the team seen here as the producers felt audiences would already be familiar with this configuration.

This version of the team seen in the two videos had a notable influence on the live-action Marvel Cinematic Universe series from Marvel Studios.

  • Captain America: The First Avenger had Captain America fight his way out of S.H.I.E.L.D. just to be talked down by Nick Fury when he saw the modern New York City.
  • Nick Fury is forced to answer to his superiors who only speak to him remotely.
  • Captain America meets Thor out of the country.
  • Iron Man, like Giant Man here, doubts Steve's leadership abilities and wants command of the team.
  • The Avengers face the Chitauri. In both films they are left largely as unspecific voiceless alien creatures except for one leader who does not participate in the final battle.
  • Iron Man at first talks about not being willing to sacrifice himself then later does, just to be awakened by another Avenger.
  • There's a powerful cube that serves as an energy source that the Chitauri uses as fuel and weapons.
  • S.H.I.E.L.D. headquarters, the Triskelion and the Helicarrier, is nearly destroyed.
  • The Hulk is also a notable foe for the team at one point.
  • Hulk, Thor, and Iron Man take down large villains. In this film it's Chitauri ships. In The Avengers, it's a large serpent that transports Chitauri.
  • Iron Man uses a radioactive weapon, the gamma generator and a nuclear missile, to destroy a Chitauri command ship.

In the Comics

The team is called the Ultimates, which is based on the Avengers of the 616 universe. Eventually, many of the Ultimates members left to form a separate team called the Avengers.

Iron Man was chosen to join the team because the public knew his identity and they felt he was a brand name.

S.H.I.E.L.D. did not want any mutants joining the team due to their controversial nature in American society. Wasp had to hide the true nature of her powers to join.

Hank Pym was still in charge of the super soldier program when the team was started.

The Ultimates initially did not work together as they were all doing their own things thus preventing any kind of training. Bruce Banner became the Hulk in an attempt to give them something to fight in order to bring the team together, their first mission. This is what caused the devastation that Steve saw when returning from talking to Thor in the video. This is also was caused him to be incarcerated.

Giant Man beat his wife and was expelled by the team and divorced by Janet. Janet then began dating Steve, though had difficulty as he wanted to spend more time with World War II veterans recalling the old days rather than spend time with her. Hank did die years after Ultimate Avengers II was made.

The Chitauri siege and death of Herr Kleiser took place in the American Southwest. Captain America convinced Hulk that Kleiser had "been all over" Betty so he ate the alien. Thor teleported a large bomb into space saving the planet, and this is when Iron Man realized he was a God.

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