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Avengers Assembled AEMH Episode.jpg
Series The Avengers: Earth's Mightiest Heroes
Release Date June 28, 2012 (Australia)
November 11, 2012 (United States)
Season Number 26 of 26
Episode Number 52 of 52
Writer Christopher Yost
Director Roy Burdine
Frank Paur (Supervising)
138 images
For other uses of Avengers Assemble, see Avengers (Disambiguation).

Four powerful beings have come to Earth with powers beyond anything the planet have seen before. Their mission is to prepare the world for its impending destruction by their master. The Avengers must gather every hero on the planet to stop them. But even that is nothing compared to the awesome power of the planet eater himself: the mighty Galactus. (Series Finale)


Meeting for some man-to-man talk

Iron Man flies towards the Avengers Mansion. He lands on the roof to meet with Captain America. Captain America notes he is up early. Iron Man lifts his faceplate retorting that he never went to sleep.

Iron Man walks to the edge explaining he has been flying around thinking. He looks over Central Park at the sunrise. He wonders how history will remember them. He continues to say he never has but now he cannot shake it.

Sometimes the right thing causes the wrong result

Captain America walks up next to him. Iron Man says that the Avengers have fought supervillains, evil robots, and monsters from the Negative Zone. He also notes that things have gotten worse between the Kree and Kang.

He stops and looks at Captain America curious at the look he is giving. The soldier notes that this is only the second time he heard Iron Man use the word "history." Iron Man explains he has never been able to imagine a world without him in it, until recently.

Things just keep getting stranger

Just then, they hear a rumbling as the area shakes. High above, hundreds of boulders fly over the city. The two heroes watch the rocks fly off. Iron Man jokes this is what he gets for talking about being history.

He closes his faceplate and flies off. Captain America holds up his Avengers card and tells the team to assemble.

Certainly interesting living in this city

Meanwhile, the rocks fly above the city streets causing the people to cry out.

The rocks fly by an office building. The people inside watch them go by.

Prepared for anything

The rocks fly around Stark Tower. One rock moves over then hovers down. It comes close to the ground near Yellowjacket, Vision, Black Panther, Captain America, Iron Man, Thor, Hawkeye, and Ms. Marvel.

Iron Man wonders why this stuff always happens at his building.

Suddenly, a man walks up carrying a large ax. He introduces himself as Terrax, herald to the Devourer. He warns them to prepare for the end of their world as Galactus hungers.

A new breed of villain

The Avengers watch him from the ground as he hovers just above them. Iron Man tells the others he has this and flies off despite Captain America's urge to wait.

As he sails through the air, he notes he doesn't know who he is but claims he picked the wrong day to mess with them. Suddenly, Terrax swings his ax causing a blast of energy.

One-hit KO

Iron Man screams as he flies backwards, a deep slash across his chest, and crashes into the far building. He keeps going through the building and flies over the Statue of Liberty.

Captain America orders the Avengers to take him down. He throws his shield, Hawkeye fires an arrow, Thor throws Mjolnir and flies off, and Black Panther fires vibranium daggers.

The weapons sail through the air with Vision, Ms. Marvel, Wasp, and Yellowjacket flying close behind also firing.

Defeating Earth's mightiest in one fell swoop

Terrax scowls and swings his ax stopping the weapons dead in their tracks. The five fliers are also knocked out of the air.

Vision crashes to the ground causing Black Panther and Hawkeye to fall backwards. Thor lands nearby.

Terrax is up to something bigger than defeating the Avengers

Terrax raises his arms and charges his body. Overhead, the rocks begin moving around. Metal objects comes down from the sky. They swirl together and form a large device that Terrax flies around.

Hawkeye walks up to Captain America wondering if Terrax is ignoring them. Thor claims that is a mistake as he walks up, but Captain America urges him to wait. He notes that whoever this person is took them all down without breaking a sweat. He claims they need a battle plan.

Back and with bad news

Iron Man lands nearby saying he is right. He walks up saying his "I've got this" wasn't his best idea. He explains that this guy is putting out power like he's ever seen before, some kind of cosmic energy. He pulls up a scan of Terrax.

He says it's getting worse and explains he is getting an emergency call from S.H.I.E.L.D.. He notes that whoever this person is he did not come alone.

Another herald with power over air

Elsewhere, a similar machine is being built on a frozen tundra. A creature with wings and a scythe flies around it. It is then completed.

Iron Man explains that three more "heralds" showed up at the same times as Terrax.

Another herald with power over water

Somewhere over the ocean, another creature with a trident floats over a whirlpool with another machine at the center. It also completes itself.

Iron Man continues to say that each of them is building some kind of machine.

Another herald with power over fire

Somewhere in a rocky area, another machine is being put together. Hovering above is a man made of fire carrying a staff. He watches the device finish assembling.

The Avengers watch Terrax's machine finish. Iron Man claims that whatever they are doing they want people there for it.

The machine sits among New York's skyscrappers.

High above the Earth, winds swirl, fires blaze, and rocks float.

Trapped like rats aboard a sinking ship

Back in the Avengers's war room, they look at a satellite image of Earth showing it surrounded by objects. Iron Man notes they are completely sealed in.

Vision calls Iron Man saying his attention is required.

Above the city, Vision and Thor hover among the rocks. Vision notes that something is happening. Ms. Marvel flies up behind them.

The element of their demise has arrived

Just then, the rocks separate opening a hole. An enormous ship descends down shocking Thor.

Back in the mansion, Wasp notes how big that is. Iron Man reminds the others that Terrax said Galactus is coming, and wonders if anyone heard of that.

Captain America says he has. He explains that Galactus is some kind of space god. He says that a Skrull told him it destroyed their homeworld and that it eats planets.

Realizing the extent of the threat they are facing

Wasp asks if he is joking. She asks if something will actually come out of the ship to eat their world.

Iron Man turns to Captain America saying this is everything they have been talking about: the future of the Avengers and what they mean to the world. Captain America reiterates that he is the leader of the team.

Embracing his destiny as the leader of the Avengers

Iron Man replies that he is smart enough to realize the stakes are too high this time. He claims they will need everyone on this. He then states that as good as he is that Captain America is the right man for this job.

Captain America looks down at the console. He orders JARVIS to put out the call for a Code: White. The display then shows a number of superheroes.

Ant-Man reporting for duty

Somewhere, Scott Lang puts on his Ant-Man helmet then shrinks down.

Spider-Man reporting for duty

Spider-Man fires a webline and takes off.

Black Widow reporting for duty

Black Widow puts on her gauntlets, fires a grappling hook, and swings off.

Winter Soldier reporting for duty

Winter Soldier aims through a rifle then cocks it.

Fantastic Four reporting for duty

A missile flies into the air and explodes into the number 4 with a circle around it.

Hulk reporting for duty

Somewhere in the desert, a hand shakes turning green as Bruce Banner transforms into Hulk. He roars and races forward.

Iron Fist reporting for duty

A hand lights on fire as Iron Fist charges up his hand.

War Machine reporting for duty

War Machine closes his faceplate, readies his shoulder guns, and flies off.

Wolverine reporting for duty

Wolverine pulls out his adamantium claws and growls.

Human Torch flies over the Avengers Mansion and lands amongst the rest of the Fantastic Four and flames off. He looks over at Iron Fist, Wasp, Luke Cage, Yellowjacket, and Doc Samson.

Captain America making the final heroic speech

Captain America, Iron Man, and Thor approach the group. He looks out at every hero gathered there. He begins a speech saying that they are Earth's mightiest heroes. He announces he called them together for a reason.

He says that the end of the world is here and it is their job to stop it. He explains they all have their assignments. He says that Galactus' heralds must be stopped no matter what.

Team Volcano

At a volcano, a Quinjet flies over the landscape. Inside sits Invisible Woman, Winter Soldier, Hulk, Ant-Man, and Black Panther.

Captain America continues with saying they must do whatever it takes to destroy the machines that the heralds are creating.

Team Tundra

In the tundra, Thor flies towards another machine followed by a tornado, Vision and another Quinjet.

Team Ocean

In the ocean, the water herald floats above the machine while a third Quinjet flies over the whirlpool. Thing jumps out with Wolverine on his back. Human Torch follows with Wasp close behind.

Captain America continues saying they will fight to save humanity itself. He claims the world is counting on them and they will not fail.

Team Ship

Mister Fantastic pilots the Fantasticar carrying Doc Samson and Yellowjacket. They follow Iron Man and Ms. Marvel to fly amongst the rocks.

Captain America tells the others that they are all heroes but today they are all Avengers.

Team City

Captain America stands near the machine in New York. He is flanked by Iron Fist, Spider-Man, and Quake.

As Ms. Marvel and her team flies up to Galactus' ship, she tells the others that she is getting word from S.W.O.R.D. claiming that the energy readings from inside the sphere are off the charts. She also claims there is no door and the group comes to a halt.

Mister Fantastic warns they need to proceed with caution.

It's not like Galactus can kill them more than he already will

Yellowjacket flies up and aims his gun at the ship. He fires it and the blast hits the ship. The blast expands then retracts opening a hole in the side. He looks at Iron Man and Ms. Marvel asking what can Galactus do, eat them more.

Below in the city, Terrax floats up on his rock next to the machine. Just then, a blast hits the rock causing him to yell as he falls.

Doing whatever a spider can against a superior foe

One the ground, Quake flips out of the way as Terrax crashes down. As the dust clears, Terrax stands up when Spider-Man leaps onto his back. He jokes that Terrax has something on his face then shoots webbing in it.

Terrax swings at him but Spider-Man leaps away saying it's an improvement. He rips the webbing off his face as Spider-Man tells Captain America that Terrax is all his. The herald is thrust back as Captain America's shield slams into his chest then flies off.

Facing opposition

Terrax looks up to see the shield returning to its owner. He sees through the smoke that Iron Fist, Captain America, Spider-Man, and Quake are ready to battle. Captain America says his master is not welcome here and neither is he.

He calls out to War Machine who flies towards Terrax's machine. He readies his weapons and fires everything at once.

Can't do a thing while the herald still stands

On the ground, Terrax watches the armaments sail towards his machine when his eyes suddenly glow. Rocks fall out of the sky and the weapons explode against them.

War Machine aims again but rocks slam into him. He falls out of the sky.

No real form to hit

At the volcano, a gun's sights target the fiery herald. Winter Soldier closes on the trigger and fires. He hits the herald in the head then again in the chest.

However, the herald reforms himself then turns to see the heroes on a nearby cliff. Hulk leaps down and Invisible Woman creates a slide for herself and Black Panther.

Engaging the second herald

The herald forms a staff and fire and spins it around. He fires balls of fire at Hulk who punches them away. Invisible Woman and Black Panther land behind him.

For once, Hulk isn't the strongest there is

The herald stops firing a steam of fire then puts away his staff. He forms a wave of lava and sweeps Hulk away.

Out in the water, tornadoes swirl around the whirlpool with the machine inside. The water herald spins his own staff as a stream of water around him. The stream hits the ground just as Wolverine lands.

The mutant watches as the herald spins the staff gathering water. The herald fires it and Wolverine sprints forward towards Thing.

Each team facing their own problems

He lands in Thing's hand who throws him. Just then a stream of water knocks Thing backwards.

As Wolverine flies through the air he pulls out his claws. He swings them and sails through the watery foe.

Can't cut water

He lands on the machine and looks back. The herald reforms his head then aims the trident at Wolverine blasting him back.

Just then, the herald is forced to block several fire balls. He looks up as several energy bolts fly through him.

Their attacks proving ineffective

He watches Wasp fire down on him as Human Torch flies around. The Fantastic Four member questions him being on the water-based team when he hates the water.

Engaging Air-Walker

Out in the tundra, the air herald watches the heroes descend onto the machine as a tornado swirls in the distance. Thor lands behind him and charges him with Mjolnir. As Thor brings the hammer down the herald disappears into a swirl of wind.

Luke Cage lands with Black Widow onto the machine. She takes off a satchel.

Sneaking in while the heavies take on the herald

Falcon lands and takes a device out of his satchel. He crouches down and puts it on the machine then activates the panel. The lights on it turn on.

Thor stands looking at the machine. A swirl forms behind him and the herald appears.

Vision hovers behind him analyzing the herald designating him Air-Walker and claiming he matches Terrax. He claims that they are energy constructs, and presumes they are created by Galactus. He claims they are not alive.

Can't defeat what they can't catch

Air-Walker surrounds himself with a tornado causing Vision and Thor to shield themselves. Thor races forward with Mjolnir but is knocked back by a blast of air.

Meanwhile, Black Widow places her own device on the machine and activates it.

Taking the blow for his teammate

Suddenly, a fist made of air moves around the machine. Luke blocks it with his body and withstands the attack. He looks up, sweat dripping down his face as five additional wind-fists come around.

Working together

Luke and Black Widow leap off the machine and Falcon catches them. However, the wind-fists follow.

A seemingly calmer mission

Meanwhile, the other heroes have infiltrated the ship. Ms. Marvel asks the others if it is just her or if the corridor is going on forever. Mister Fantastic claims it isn't a corridor but an energy conduit.

She asks what that means. Yellowjacket explains its a wire. He explains that Mister Fantastic is saying that Galactus is so big that they fit inside on of his wires.

She stops flying and says she is freaked out.

Like germs in comparison

They reach the end and look at a large door.

On the other side is numerous similar doors with smoke rising up. One door is ripped off and Doc Samson throws it aside. Iron Man and Ms. Marvel fly through the opening.

They suddenly find themselves looking up at a motionless figure larger than any of them have ever seen clad in purple armor with square pupils. Iron Man realizes this is Galactus.

Finding themselves out of their depth

Mister Fantastic holds up a device and scans him. He is amazed that Galactus is a being of pure energy contained by the armor. Inside his armor, Iron Man also scans him and notes that the energy levels are dropping. He realizes that Galactus needs to replenish his energy to survive.

Yellowjacket says that is enough talk and fires his gun despite Ms. Marvel's protest.

Trying to get rid of him rather than defeating him

The blast hits Galactus's foot and soon spreads to his entire body. As he is engulfed he shrinks down to nothing.

Iron Man and the others look astonished then over at Yellowjacket. he claims that the mission is accomplished. He is suddenly blinded by a bright light.

That did not work

In the open space, an enormous light fills the area as Galactus returns to his humongous size. The giant blinks and looks down at them.

They just made him angry

Iron Man realizes they are in trouble. Just then, Galactus fires beams out his eyes blasting Yellowjacket and Doc Samson.

Back in the city, Terrax grimaces as he throws a rock towards the heroes. Captain America calls to Quake.

The herald is starting to have some trouble

She runs forward and uses her powers to stop the rocks. She then breaks them all apart into dust. Her blast hits Terrax forcing him back.

Undercutting Terrax's efforts

He spins his ax and brings it down. However, Spider-Man webs it stopping him. He yanks on the webs pulling the ax out of his hands.

Iron versus Earth

Iron Fist runs up as Terrax turns. He charges his hand and punches Terrax square in the chest causing a hole forcing him back again. He slams into the building groaning.

Terrax questions whether they truly believe they can defeat a herald of Galactus. Captain America runs forward calling him a monster saying they do not just believe it but are doing it.

One herald down

He races forward and slams his shield into Terrax causing him to disappear into a cloud of dust. The dust dissipates and Captain America looks around not finding his opponent.

He turns to War Machine and Quake ordering them to take the machine down. They raise their arms and fire.

One machine down

War Machine's weaponry and Quake's powers hit the top of the machine causing it to explode. The machine blows up high over the city.

Meanwhile, the fire herald spins his staff and fires it. Invisible Woman protects herself and Black Panther as the blast hits them.

Too hot to handle

She struggles to maintain the shield. The herald continues the blast. Eventually the shield drops and both heroes and thrown back. They roll on the ground eventually slamming into the rock wall behind them.

Trying the bigger option

The herald looks around at an insect flying around him. He watches it fly high above then disappear in a flash of light. He squints as Ant-Man suddenly towers over him.

Ant-Man slams his hand down crushing the herald in the ground. A light erupts and his hand erupts in flames. He brings his hand up releasing the herald.

He holds his hand up as smoke pours off it.

Snuffing out the fire

The herald stands and walks towards Ant-Man. He is suddenly stopped by a shield. He reaches up feeling it. He looks behind him seeing Invisible Woman using her powers with Black Panther behind her.

Black Panther tells her to hold the shield explaining he will burn himself out.

Even weakened he's still too powerful

The herald looks grim as he struggles to stand before falling to the ground. He then rises up and surrounds himself in flames. He extends his arms blasting the shield away. Invisible Woman is weakened as it breaks.

Black Panther calls to Hulk saying he is weakened.

The herald looks over as Hulk lands nearby. Hulk stands and roars. He brings his hands together causing a massive shockwave.

Second herald defeated

The blast hits the herald and he disappears.

Winter Soldier lifts up a rocket launcher and fires. The missile curves around and strikes the machine causing it to explode.

Second machine down

Explosions go off throughout the enormous machine until it collapses.

Out in the water, waterspouts continue swirling around the machine. A stream of water moves around the machine then forms at the herald's trident.

Clash of the elements

The herald aims and fires the stream of water. Human Torch flies up and fires a blast of his own. The two attacks collide and stop each other.

The herald struggles and starts pushing the flames back. Human Torch struggles to keep up the attack. Soon, his attack starts pushing the herald's back.

Bringing the heat

The fire soon overwhelms the herald. The herald looks around as the flames engulf him.

Third herald defeated

Wasp flies forward and into the herald's side. The herald looks around as his body suddenly glows with light. Soon he explodes spraying water everywhere.

Wasp tells Hawkeye to go.

Hawkeye flies around the machine on his motorcycle. He pulls out three arrows and readies them in his bow.

Third machine down

He fires them at the machine causing a massive explosion. He readies three more causing another explosion. The machine becomes engulfed in flames and explodes before collapsing.

In the tundra, lightning strikes Air-Walker as thunder rolls. Thor hovers above him.

As he swings Mjolnir, he warns Air-Walker against using the elements against him. He warns that he will show him thunder. He charges Mjolnir with lighting and throws it down.

The heroes gaining ground

The lightning strikes the herald overwhelming him. Smoke begins pouring out of Air-Walker's eyes.

The lightning stops and Air-Walker falls to the ground. Lightning continues surging around him as Vision stands nearby.

The last herald down

Vision charges his forehead and eyes then fires hitting Air-Walker in the chest. Air-Walker cries out just before exploding.

Vision looks down at the smoking crater where the herlad once was. Thor hovers above then turns back towards the machine.

The devices beep quickly and the indicators turn red. Soon they all explode.

The last machine down

Explosions go off all over the machine engulfing it in smoke. Thor watches it collapse.

A monitor watches the water machine explode followed by the rocky island and then the city machine.

Not happy his food is delayed

Galactus grimaces as his eyes glow.

Mister Fantastic, Ms. Marvel, and Iron Man shield themselves from the increasing light that engulfs the area.

Taking matters into his own hands

Galactus surrounds himself with energy shooting up from the ground then disappears.

Back on the city streets, the heroes are also engulfed in light. Spider-Man asks Captain America why everything is glowing.

Death has come

The light dissipates as Galactus appears above them. Spider-Man realizes that they just ticked him off. The heroes look up at the enormous figure towering over the buildings.

Galactus raises his mighty hand and fires energy from his hands. The energies hit the machine and swirl around it. They hit the top then swirl back down reforming it.

All that effort for nothing

Back in the tundra, Vision and Thor watch as the debris fly through the air to rebuild the machine.

Rebuilt itself

Thing, Wolverine, Hawkeye, and Wasp watch the machine reform inside the whirlpool.

What went down comes back up

Hulk and Invisible Woman see the debris lift up reforming the volcanic machine.

Energy moves towards the volcano, enters the machine, and then fires straight into the air.

The whirlpool machine is also firing into the sky.

The island machine also glows as it fires.

The beginning of the end

The city machine fires with Galactus watching. The energy from the machine hits Galactus. He redirects some into his ship.

On a monitor, the heroes watch Galactus absorb the energies. Mister Fantastic notes that he has reformed the machines. Iron Man replies that it cost him precious energy.

Helpless to do anything but watch

He continues explaining that is why he needed the heralds, but it does not matter now. Ms. Marvel asks why and wonders what is happening.

Iron Man says it is beginning. He explains that Galactus is devouring the planet.

Tearing apart the city

Across the river, the waters rage as energies surge between the ship and the machine. The energies pour into the mighty Galactus.

Ms. Marvel flies up to a monitor that shows Galactus down below. She tells the others that she cannot stand there watching. She states that if she's going out she will go out fighting.

Can't just stand around waiting

She charges her hands and flies off. She moves around the chamber and back down the wire.

Full ramming speed

She flies out of the ship and towards the city. Galactus stands there absorbing the energies. Ms. Marvel flies towards him and slams into his chest at full speed.

She bounces off and flies upwards. Galactus is forced to step back. Energy crackles around him.

A different kind of villain

The other heroes in the ship watch him through the monitor. Mister Fantastic explains that this isn't some supervillain or a potential conqueror. He stretches his body back saying this is different calling Galactus a force of nature.

Iron Man looks at him asking to get something, anything. Mister Fantastic reasons that the heralds' machines were pulling energy from the Earth and converting it to anti-matter particles. He says Galactus is literally consuming the planet.

Mister Fantastic starts to go on but Iron Man tells him to go back. Iron Man asks about the anti-matter. Iron Man hovers up and orders JARVIS to find the ship's controls. He explains it came through a wormhole and reasons there is some way to reactivate it.

Not the time for half measures

Mister Fantastic stretches up to him saying it is a temporary measure at best. He claims that even if they could send Galactus through a wormhole he would be back in seconds from wherever in the universe he is sent.

Iron Man retorts that he does not intend to send him somewhere in this universe. He intends to send Galactus to the Negative Zone.

Mister Fantastic is shocked as he realizes Galactus consumes anti-matter. Iron Man finishes the thought saying the Negative Zone is full of anti-matter energy.

Time to use an old project for a new purpose

Iron Man notes that he, Mister Fantastic, and Yellowjacket once created a portal there. He claims they have three minutes to do it again.

Outside, Galactus stands as Ms. Marvel floats nearby. He looks up and fires out of his eyes blasting Ms. Marvel back.

Something to fight for

She groans and struggles to stop herself. She absorbs the blast, cries out, and releases a burst of energy.

Ms. Marvel's blast hits Galactus but he is unaffected as he absorbs the energy.

Double teaming

War Machine flies up to see this. He charges up his unibeam and fires. However, this too proves ineffectual.

Galactus aims his eyes and fires. The blast hits Ms. Marvel out of the air. He fires a second blast at War Machine knocking him back.

Captain America stands behind some debris and watches as the two heroes fall to the ground and bounce down the street. Spider-Man lands nearby and they watch Galactus walk by.

Wondering how he can be so relaxed during the end of the world

The younger hero says that it's the end of the world and he is freaking out. He wonders why Captain America is not freaking out. The soldier responds that he can hear something. When Spider-Man asks what it is, Captain America responds that it's thunder.

In the sky, dark clouds form above Galactus. Several bolts of lightning strike. One bolt strikes Galactus in his chest forcing him back.

One force of nature against another

High above the city, the sky fills with lighting that strikes down onto Galactus.

Galactus slams his hand into a building as he stumbles back. He tries to grab onto another building as he kneels to the ground. Lighting continues to surge around him.

Two powerful beings facing off

He regains himself and stands looking up. More lightning strikes as Thor flies out of the air. Galactus watches the thunderer approach him.

Thor charges up Mjolnir, screams, and throws it. The hammer flies through the air striking Galactus in the chest. The mighty being falls to his knees as his body surges with electricity.

Thor hovers in the air, lightning strikes around him. He orders Galactus to listen to him. He announces that he is Thor the Thunderer, the son of Odin, and Prince of Asgard.

Don't mess with his realm

Mjolnir flies up to him and he grabs it. He says that today of all things he is an Avenger. He claims this world as being under his protection.

The planet eater just keeps getting back up

Captain America and Spider-Man watch as Galactus stands once again. Captain America radios Iron Man saying that if he is going to do something now is the time.

Inside the ship, the heroes are flying in the Fantasticar. Iron Man responds that they are on it and orders everyone to clear out from under the ship. He claims things are about to get messy.

Making their getaway

Panels on the Fantasticar open up and fire several missiles. Iron Man and the Fantasticar follow closely behind. They strike up ahead and the heroes escape into the air beyond.

Taking down the giant

Suddenly, a massive blast goes off on the underside of the ship. Captain America, Spider-Man, and Thor watch as energy shoots out from the ship.

Something new occurring

Galactus once again stands. He looks up at his damaged ship.

High above the city, the ship is surrounded by a swirl of energy while light shoots out. Suddenly, a portal opens up sucking up the air.

The rocks floating in the air begin moving into the portal. Cars on the ground are lifted up. Debris all over the city as well as Terrax's machine is pulled in.

Defeating the unbeatable

Galactus himself is lifted off the ground. He looks down as he rises above the buildings.

On the ground, Spider-Man jokes that this wasn't him. Iron Man lands nearby, lifts up his faceplate, and smiles. Captain America asks if this was his doing and Iron Man confirms it.

Watching him off

Iron Man explains they were able to map the wormhole to the Negative Zone and key it to the cosmic power that Galactus is putting off. He points up and they see the world eater being sucked in.

Iron Man explains it is actually pulling him in. He goes on to say they aren't just kicking him off the planet but the entire universe.

And thus the day is saved

Galactus is pulled up into the wormhole. After he enters it, the wormhole disappears in a flash of light.

Captain America looks up and retorts that he should not be so sure.

Not so fast

High above Stark Tower, a flash of light appears forming into a large tear. Galactus grabs the edges of the tear and pulls himself out.

Iron Man activates his jets and flies up. He sees Galactus struggling to free himself.

One last bout

As he flies through the air, Iron Man calls out to Thor. The Thunderer flies behind saying he is with him. They fly right at the world eater who looks down at them.

Iron Man orders Thor to attack. He stops and fires a unibeam at full strength. Thor follows suit and fires a massive blast of lightning.

The threat is gone for good

The two attacks hit Galactus in his chest forcing him once more back through the breach. The two heroes watch as the breach closes.

High above the Earth, the rocks float off into space and the clouds part clearing the space around the planet. A bright light shines on the planet's edge as the moon floats nearby.

Back in the city, a Quinjet flies over the building.

Heading home after a job well done

In the streets, Spider-Man swings away from Captain America.

Captain America watches the webslinger leave. Iron Man, Thor, Wasp, and Yellowjacket land nearby. Captain America hugs Wasp.

The last gathering

Hulk lands and walks up smiling. He joins the group as a crowd of people gather to watch. Hawkeye and Black Panther also walk up while Ms. Marvel and Vision fly down.

Even Galactus got what he wanted

Wasp is glad that they won, but then wonders what they did. Iron Man explains that in the Negative Zone Galactus will not need to feed on planets as the entire universe is filled with residual anti-matter energy. He claims he will be feeding on the infinite universe itself.

He pictures Galactus consuming endless energy.

Getting the love they deserve

Captain America walks up to Iron Man saying that he wanted to know how history will remember the Avengers and claims this is it. They look around at the crowd.

The day is saved and all is well

The people gather closer to the heroes cheering and applauding. The Avengers stand looking around and look onwards.


"You're up early."
"Never went to sleep."

-Captain America and Iron Man

"The Avengers have fought supervillains, evil robots, even monsters from the Negative Zone. But things have gotten worse lately. The Kree, Kang. I just...What?"
"This is only the second time I've heard you use the word history."
"That's because I've never been able to imagine a world without me in it. Until recently."

-Iron Man and Captain America

"This is what I get for talking about being history."

-Iron Man

"Avengers, assemble!"

-Captain America

"Okay, why is it always my building?"

-Iron Man

"I am Terrax, herald to the Devourer. Prepare for the end of your world, for Galactus hungers."

-Terrax, first lines

"And yea, I know. 'I've got this' wasn't my best idea ever."

-Iron Man

"Odin's beard! 'Tis a vessel."


"Galactus is some kind of space god."

-Captain America

"Cap, this is it. Everything we've been talking about. The future of the Avengers, what we mean to this world. This is it."
"You're the leader of this team, Tony."
"And I'm smart enough to know that the stakes are too high this time. We're going to need everyone on this, and as good as I am, you're the right man for the job, Steve."

-Iron Man and Captain America

"You are Earth's mightiest heroes, and I've called you together for one reason. The end of the world is here, and it's our job to stop it. You have your assignments. Galactus' heralds must be stopped, no matter what. Do whatever it takes to destroy the machines they're creating. And then take the fight to Galactus himself. This isn't a battle of good versus evil, it's a battle of survival. We fight to save humanity itself. The world is counting on us, and we will not fail. Each of you are heroes, but today we are all Avengers."

-Captain America

"What's Galactus going to do, eat us more?"


"Hey, there. Got a little something on your face. Although, frankly, it's an improvement."


"Your master's not welcome here, Terrax! And neither are you!"

-Captain America

"Why did I have to be on the water team? I hate water!"

-Human Torch, last line

"Is it me, or is this corridor going on forever?"
"This isn't a corridor. We're inside an energy conduit."
"Wait, what?"
"A wire. He's saying that Galactus is so big, we fit inside one of his wires."
"Okay, I'm freaked out."

-Ms. Marvel, Mister Fantastic, and Yellowjacket

"Mission accomplished."
[Galactus returns to normal size.]
"Uh oh."

-Yellowjacket, last line, and Iron Man

"You believe you can defeat a herald of Galactus?"
"We don't just believe, monster. We're doing it."

-Terrax, last line, and Captain America

"You think to use the elements against me, creature? I will show you thunder!"


"Oh, boy. I think we just ticked him off."


"He reformed the machines."
"It cost him precious energy. That's why he needed the heralds. But that doesn't matter now."
"Why? What's happened?"
"It's beginning. Galactus is devouring the planet."

-Mister Fantastic, Iron Man, and Ms. Marvel

"Tony, this isn't some supervillain or would-be conqueror. This is different. This is a force of nature."

-Mister Fantastic

"Galactus is literally consuming the planet."

-Mister Fantastic

"It's the end of the world. I'm freaking out. Why aren't you freaking out?"
"Because I can hear it."
"Hear what?"

-Spider-Man and Captain America

"Here me, Galactus. I am Thor the Thunderer, son of Odin, Prince of Asgard. But today, above all things, I am an Avenger. And this world is under my protection."


"Before you ask, it wasn't me."

-Spider-Man, last line

"We're not just kicking him off the planet, we're kicking him out of the universe."

-Iron Man

"We won! Wait...What did we do?"

-Wasp, last line

"You wanted to know how history will remember the Avengers, Iron Man? Well, here's your answer."

-Captain America, last line of the series


Deadpool would be proud
  • Wolverine performs a "superhero landing" during his battle with Stardust.
  • The first time that Galactus has ever appeared without his most iconic herald Silver Surfer.
  • The first time Galactus appeared along with the Fantastic Four while the superhero team was not his primary foe. Silver Surfer featured Galactus without the Fantastic Four team ever appearing.
  • Thor previously fought Galactus in the Fantastic Four episode "When Calls Galactus". It ended about the same.
And no one had to throw themselves into a furnace to save the day


  • When Captain America's shield flies at Terrax there is a distinct X shape in the shadows on the round object.
Much bigger than in every other shot
  • When shown at ground level, Terrax's machine seems to be the same size of the surrounding skyscrappers. But in the overhead shot showing all of New York City, it appears to dwarf everything around it.
  • In the shot where Wasp asks about Galactus' ship, the lines indicating the screen behind her are shown on top of her.
  • In Spider-Man's first shot, the rocks surrounding the entire planet are missing from the sky.
  • Why send a missile to explode into the Fantastic Four symbol instead of calling them? Everyone else got the message without an explosive.
  • Why was only Wolverine called and none of the rest of the X-Men? While this is, in reality, because they were not involved with the series, they are part of the universe and their powers would come in handy.
  • Given how low the rocks are shown floating, it's unlikely that any aircraft could fly any significant distance.
  • In shots of the heroes battling the heralds outside New York, the rocks are missing from the sky.
How exactly is the energy beam curving?
  • When War Machine fires his full arsenal at the machine, he fires a blast from his unibeam that curves to follow the missiles.
  • As he even points out, it makes little sense for Human Torch to be sent to fight the water herald given his obvious disadvantage.
  • When Quake attacks Terrax, he spins his ax in a way that would chop his arm off.
  • The clash between Stardust and Human Torch produces a bright light and almost no steam.
  • There's no apparent reason why the entire Avengers were so easily overwhelmed in their first battle with Terrax while smaller teams were able to defeat each herald so relatively easily.
  • With Stardust dead and the machine destroyed, the whirlpool in the ocean should have stopped and collapsed.
  • The episode shows the machines exploding in the order of Terrax, Stardust, and Air-Walker but Galactus's footage shows them blowing in the order of Stardust, Air-Walker, and Terrax. It's possible the episode did not portray their destruction in exact chronological order, but it is strange.
That's not how the blast happened earlier
  • Galactus's footage of his machines' destruction is vastly different than what is shown in the episode. For example, Stardust's machine causes a large shockwave in the footage but not in the scene.
  • Iron Man claims that Galactus is consuming the planet yet none of the machines seem to cause any damage to anything around it.
  • Iron Man says they have three minutes to make a portal to the Negative Zone, but no particular basis for this timeframe is established.
  • Iron Man tells Captain America they need to clear everyone out from under the ship. However, it is a massive vessel hovering over a major city. It's unlikely they cleared the civilians out from the area. Worse yet, when Galactus is defeated people come right away to see the heroes.
  • When escaping Galactus' ship, Iron Man clearly flies ahead of the Fantasticar and the "camera" pans around to follow him but ends with him right next to the Fantasticar again and, in fact, seems somewhat behind the others.
Even if Iron Man was as heavy as a car, Captain America definitely isn't so why would he not be lifted up?
  • The wormhole lifts up cars easily but Captain America and Iron Man are unaffected. At least Spider-Man can be explained by his wallcrawling abilities.


Took some lessons from Bobby Drake
  • The invisible slide that Invisible Woman creates is similar to the one Iceman uses throughout Wolverine and the X-Men.
  • Thing and Wolverine previously performed the Fastball Special in "New Avengers".
  • Only full appearance of Galactus. He appeared briefly in a flashback in "Prisoner of War".
Only time the heralds got a chance to shine


Main Actor Role(s)
Brian Bloom Captain America/Steve Rogers
Chris Cox Hawkeye/Clint Barton
David Kaufman Human Torch/Johnny Storm
Colleen O'Shaughnessey Wasp/Janet van Dyne
Eric Loomis Iron Man/Tony Stark
Dee Bradley Baker Mister Fantastic/Reed Richards
Jon Curry Winter Soldier
James Mathis III Black Panther/T'Challa
Jennifer Hale Ms. Marvel/Carol Danvers
Drake Bell Spider-Man/Peter Parker
Peter Jessop Vision
Wally Wingert Yellowjacket/Hank Pym
Kevin Grevioux Terrax
Rick Wasserman Thor
Erin Torpey Invisible Woman/Sue Storm
Steven Blum (Uncredited) Wolverine
Bumper Robinson (Uncredited) War Machine
Fred Tatasciore (Uncredited) Hulk


Symbols of the ancient concepts of the elements

The four heralds depicted in the episode match four of the five classical elements. They are earth (Terrax), water (Stardust), fire (Firelord), and air (Air-Walker). It could be reasoned that Galactus himself represents the fifth element aether, which is the material that fills the region of the universe above the terrestrial sphere. The Fantastic Four are also based on this concept.

Not voiced but is male

This is the first time outside the comics that Stardust is considered male. In the comics, his gender was up to debate as he claimed to be pure energy. Various comics would depict Stardust as either male or female until he was definitely stated to be male. The version in The Super Hero Squad Show was female.

No previous life like in the comics

Vision claims that the four heralds are constructs created by Galactus. In the comics, only Tyrant was created by Galactus with all the others having been beings Galactus had transformed. Terrax was the ruler of the city-state of Lanlak on the planetoid Birj. Stardust was an Ethereal named Lambda-Zero. Firelord and Air-Walker were Nova Corps members named Pyreus Kril and Gabriel Lan, respectively.


An amazing final enemy

"RoyalRubble" of Marvel Animation Age said that The Avengers: Earth's Mightiest Heroes had a great run with lots of awesome moments and some of the best characterizations for Marvel Comics characters. He was sad to see it end. He felt this episode was awesome though not as much as the previous storyarc featuring the Kree. He claims parts were rushed but felt it was unavoidable given the number of characters with pretty much everyone who has ever appeared coming back. He found it fun seeing so many characters in the same episode, though noted that not everyone got much to do. He felt it was a satisfying conclusion to the amazing show. He enjoyed that it ended openly offering a satisfying ending but leaving room for more adventures. He liked how Galactus was handled, especially that he was built up in the Secret Invasion arc before. He also liked seeing Captain America finally getting a chance to be the leader, hoping he could have seen that throughout the series. He did not mind the absence of Silver Surfer liking the four heralds that did appear. He liked how the heroes were separated into four teams, but felt confused as to who was exactly on which team. He praised the action of all the heroes. He noted how similar the ending was to Justice League Unlimited's "Destroyer" and X-Men: Evolution's "Ascension, Part One" and "Ascension, Part Two", with the main team allying with numerous others to fight a great power, as they all worked as terrific finales. He liked seeing so many return, though felt it may have been better as a two-parter. He also noted that the series had been building up to a potential third season and left some stories hanging, like the looming threat of Surtur. He felt Galactus, being one of the most powerful villains in the Marvel Universe, was a good fit for the finale. He also liked that this version did not talk at all as an unexpected change. He also liked that Mister Fantastic was part of Galactus's defeat since Galactus is usually an enemy of the Fantastic Four. He enjoyed Captain America's speech intercut with the various heroes getting ready. He also praised how the title shot of the team would change throughout the series to reflect the team's roster. He noted that the second half of this season was not quite as good as previous episodes but was still pretty good with plenty of awesome moments. He felt the last few episodes were rushed but still had charm. He praised the series for being one of the best Marvel ever made and the best Avengers series, though noted the lack of quality competition.

Lots of reasons to cheer

"So in closing, a huge thank you to Christopher Yost, Joshua Fine and everyone else involved in the making of this show. Even the last, re-worked episodes, which I think could have been much worse. It's been an amazing show, and it's sad to see it go. Here's hoping the next Avengers show will be at least half as good as The Avengers: Earth's Mightiest Heroes."

Going out on a high note

The episode has a 9.2 on TV.com and 8.6 on the Internet Movie Database.


Even the comic book writers were influenced by this solution

The following year, Marvel Comics would defeat Galactus in a similar way to this episode. In the story Cataclysm, Galactus is pulled into the Ultimate universe where he merges with his alternate universe counterpart, Gah Lak Tus. He attacks the Kree and Chitauri, the Ultimate versions of the Skrulls, then heads to Earth. The heroes of this Earth travel to Earth-616 to find out how to defeat him. Kitty Pryde uses Pym Particles to grow in size and destroy his device. Mister Fantastic then sends him into the Negative Zone. However, he eventually found his way out and returned to the 616 universe.

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