Midnight, on the multiple levels of Long Island's renowned Brand Corporation. Sharp-eyed watchmen punch their time clocks, while six supposed prisoners continue to taste freedom just the same. Look out, world – the Avengers are on the prowl! The Beast a.k.a. Hank McCoy, Steve Rogers a.k.a. Captain America, Tony “Iron Man” Stark, the Vision, Wanda Maximoff a.k.a. The Scarlet Witch and their companion Patsy Walker stand on a narrow beam high off the ground in some sort of behind-the-scenes maintenance area. Patsy looks up and exclaims that it is all so unreal. 'I know what you mean, Patsy' Wanda agrees. The Vision agrees, too, and silently to himself he tells Patsy that she is the most unreal. He begins to recall recent events, recalling that only hours ago, the Beast joined Captain America in combat against an army employed by Brand. The Avengers were determined to investigate, when Patsy showed up and somehow forced the Beast to bring her with them. The Vision decides that this was a most unwise action, for when they encountered the renegade Squadron Surpeme, Patsy lost their battle for them and the Avengers were captured. The Vision knows that Patsy's husband heads security here, that her brain seems widely scattered, and they are far from out of the woods. 'And you call the situation unreal!' the Vision silently concludes.
Examining their surroundings, the Beast remarks to Cap that this whole hangar is new since he worked here, and he doesn't know which way to head. 'Down the hall and to the left, I believe!' a voice laughs over an intercom system. 'Mother of Pearl, they're onto us already!' the Beast exclaims. 'Brand doesn't miss a trick' Iron Man remarks, adding that Stark International would be just as tough to infiltrate. 'Looks like we fight our way out, people!' he tells his teammates, which is overheard by Hugh Jones of the Brand Corporation who smiles as he replies 'Oh, no, Iron Man! We've no time for such amennities'. He announces that through the best or worst of fortunes, the Avengers's guide has led them into a classified weaponry system. 'So we shall simply – destroy you!' he boasts. Buzz Baxter, estranged husband of Patsy stands at his side, while the Squadron Supreme – Hyperion, Doctor Spectrum, the Golden Archer, Lady Lark and the Whizzer – stand behind them.
There is a rumbling, which startles the Avengers, and in the far wall, some half a mile away, a polished portal rolls back into is recess, and suddenly, the darkness within is lit with a sulfurous glare and screaming thunder heralds the biirth of disaster – 'That's a guided missile!' a wide-eyed Patsy gasps. Wanda urges Patsy to stay calm. 'The worst thing you can do is lose your head' she tells her. 'You're with the Avengers! We'll handle this!' Wanda declares, raising her hands overhead, a touch of crimson gauntlets – a furrow in her brow – and the Scarlet Witch shows why, more than ever, she deserves her ominous name – as the forged steel holding the beam up bends to her forged will, lowering the platforms the heroes stand on, so that the missile passes over them. But, as Captain America realizes, there is another already on its way. 'This one's mine, Wanda!' Iron Man calls out as he flies towards the missile. 'Set a missile to catch a missile' he remarks as he latches onto the weapon, remarking that sometimes he gets to feeling that is all he is – but right about then, the man inside the armor always winds up being needed, and he remembers who Tony Stark is – the greatest weapons expert alive. Iron Man tinkers with some wiring in a panel on the missile, 'I did it! The guidance system's shot!' he proclaims as the missile streaks upwards, Tony falls off it it, as the cost of triumph runs high today, and the undguided missile blasts up through the roof, as the whiplash hurls Iron Man downwards.
'He's been thrown back at us!' Wanda exclaims, while calling out to Iron Man to use his boot jets – but it's too late, as Iron Man crashes into the platform, breaking it and sending the heroes plummeting to their doom. 'Great! Just great!' the Beast complains, before pointing out that the Vision is okay, he flies. The Vision hovers overhead after gathering himself, while the Beast grabs onto one of the horizontal steel beams, 'But if it weren't for my exceptionally long arms – and my magnetic personality – he'd be picking his newlywed wide off the floor with a trowel! Do drop in, lady!' the Beast declares as he grabs the Scarlet Witch as she falls towards him.
Further down, Cap is using his shield to slow his fall, 'That takes care of them' he thinks about his teammates who are safe above, 'But what about the girl – and me?' he wonders as he holds Patsy in his free arm, she clings to his body. 'Don't worry, Patsy – I've got you!' Cap shouts, and looking downwards he announces that he has an idea. The World's Greatest Fighting Machine tosses shield, while he falls sideways, unhurried though, as the shield spins in a gleaming arc, to strike precisely where he aimed it – across two narrow beams below him, as he and Patsy spin one last time downwards, then impact against the shield, sending them blasting back upwards, where a roar of jets and a rush of wind signals the arrival of Iron Man, who grabs Cap and Patsy by their hands – Avengers teamwork pays off again. Iron Man sets Cap and Patsy down on another, stable, platform, and hands Cap his shield after collecting it, 'That's one heck of a shield you have their, Winghead' he remarks, before asking 'What would have have done if I'd still been stunned?' Cap takes his shield and replies that he would have thought of something. They look up at another missile, 'Right now, I think we're still at bat – and they're still pitching!' Cap exclaims, before asking Iron Man for any ideas.
Iron Man tells his friend that he can't catch these flies forever. 'My money's on running for cover! You with me?' he asks. Patsy turns and runs towards a doorway at the end of the platform, 'The lady's already voted with her feet, buddy. Where I come from, majority rules!' Cap exclaims as he follows Patsy, as does Iron Man. Glancing back, Patsy thinks to herself 'Listen to them! How can they joke at a time like this?' she wonders, while up above, missiles pass over the beam that Wanda, the Beast and the Vision are safely standing on, and Wanda tells the Beast and the Vision that the others found a door down there. 'I'm for that! Hit it!' the Beast calls out, while reminding himself that Brand was big when he worked here, before Roxxon bought it, so what oculd they be up to now?
That is exactly the question Ben and Phyliss Green in Jamaica, Queens, are asking themselves, as they look out their apartment window and see several missiles burst out of the nearby Brand Corporation and explode in the air above. 'They've gone crazy at that place. I'm calling the cops, baby!' Ben exclaims.
Back inside the Brand Corporation: 'Where are we?' Patsy asks Cap and Iron Man as the enter a darkened room. Seeing some crates stacked against the walls, Cap supposes that it is a storage area, on a level that does not see much use. 'Couldn't be better!' He leads the way through the darkness and suggests they keep moving so that the Brand Corporation can't pin them down. 'You know, Shellhead... nobody's called me “Winghead” like you just did since I left the Avengers last year. I miss it! I miss this group!' Cap tells his friend. 'Things have been strange for you, eh? Me, too!' Iron Man reveals as he keeps up pace with Cap, while Patsy struggles behind them in her high heels. 'Hey, you guys! Don't go so fast!' she calls out. 'Patsy, you catch up to us, or I'll personally -' Iron Man begins, before he shouts 'What in the world!', and an equally surprised Cap declares 'I don't believe it, as spread out on some crates before them is a yellow and blue costume. 'The CAT!' Iron Man exclaims. Cap goes over and picks the costume up, and looks at the mask, announcing that it seems to be the real goods. 'I guess I would be, if it's in this asylum'. He wonders how it got here, and Iron Man suggests that Brand and Roxxon probably bought it, like they buy everything else. 'You knew the Cat?' Patsy asks.
Iron Man reports that he never met the lady, but that he was in Chicago on Stark business when she first appeared on rainy night. He explains that the rumor in financial circles was that a crackpot named Donalbain developed the costume and its powers for his own purposes, but the woman who wore it turned against him when his purposes turned out to be illegal, however it was never proved. He adds that in any event, the Cat only showed her face a few times before dropping from sight. Iron Man recalls the time the Cat battled Man-Killer alongside Spider-Man, and states that it was very odd, for she established herself a good reputation. 'Whatever happened, she didn't chicken out! I read enough about her to know that!' Patsy exclaims. 'Yeah?' Iron Man asks. 'Say, Cap...' he begins, but Cap replies that he is way ahead of Shellhead, and reports that he has been examining the costume and it is in perfect condition. 'Miss Walker... could you play... Cat?' he asks. To Captain America's shocking question, her answer comes back immediately, but to the wide-eyed Patsy, her mind wanders back....
Flashback panels in Patsy's thoughts
Patsy tells herself that she grew up like any other American girl – surfing, studying, dancing, romancing and battling continuously with her best friend, Hedy Wolfe. Patsy recalls that she didn't know which was more fun at that age – battling or romancing – but she knew from the start that Buzz Baxter was for her. He was the nicest boy in town – but still, that didn't stop her from dreaming about the world outside Centerville – New York and the super heroes. She remembers how each night there was a story on the news, she couldn't hear enough about each new hero, and she had such a crush on Reed Richards, she slept with his picture by her pillow so she would dream – and dream she did, of being a hero herself. Patsy recalls being so happy the day Reed married Sue Storm that she dragged Hedy off to the Baxter Building and they managed to worm their way right to the front. But Patsy never really got out of Centerville – Buzz did, when he joined the service. They went to visit him in Vietnam – and nearly died. When Buzz came back, he was different, but he still loved Patsy, and that was all that mattered.
But life was hard those first years – a lieutenant's salary doesn't allow many luxuries, however Patsy did her best to keep their quarters nice and make Buzz happy – but he was so frustrated all the time with the war winding down and he would come home and smoulder all night – or else blow up at her, and reduce Patsy to tears. Patsy thought things would get better when Buzz was promoted and sent to the Brand Corporation, Buzz thought so, too, since Brand, although civilian controlled, has the government for a major client. Buzz would be seen there, and promoted faster – only a mysterious beast was ravaging the Corporation and Buzz couldn't catch him. He began to ignore Patsy for his work, his investigation of Hank McCoy. Then, one morning, a knock on Patsy's door, she opened it....
'What in the world?' Patsy gasped, as the Beast lay wounded and passed out on the doorstep. She nursed him, not daring to leave his side to call Buzz, his wound was healing itself, but he was still in shock, when all of a sudden, 'Why... why did I mutate... Hank McCoy... become real Beast?' Hank uttered to Patsy. He babbled everything in his delirium, and Patsy sat listening. She came decide what she would do about it, and told Hank when he woke.
'What? How'd I get here? Have to escape – run!' the Beast exclaimed. 'You've been running all your life, haven't you – Hank McCoy?' Patsy declared. Patsy told Hank not to worry, that she would keep his secret, even from her husband – if he promised to make her a super heroine!
The Beast got up off the sofa and asked Patsy if she was nuts. 'Maybe... maybe so' Patsy admitted, before pointing out that the Beast is in no position to call the kettle black. 'You're in big trouble, Beast – and I'm not asking for a miracle!' Patsy told him, adding that she just wants a costume with some power, or a serum, or something. 'I know all you heroes are friends! Ask Reed Richards!' she suggested. The Beast told Patsy that she is nuts, but also in charge.
So they shook on it, and Patsy gave Hank an alibi before Buzz, and the next day... he disappeared! Patsy's marriage didn't last long after, and she spent the months after the divorce praying for that furry finks return – it finally came when she ran him down, threw their pact up to him, and now, Captain America is asking Patsy if she wants to be the new Cat!'
'Yes! YES!' Patsy exclaims. But Cap turns from her and decides that he is sorry, but he has changed his mind. He adds that it was just an idea, but not a very good one. 'It's too dangerous! Not after what happened to Bucky... to Roscoe...' his voice trails off. 'Now, listen...' Patsy begins, but Cap tells her that he can't let another death be on his conscience. Patsy goes over to Cap and points out that they need all the help they can get, and they are not doing so hot so far, and either of them would look silly in this outfit. 'Give it here!' Patsy calls out. 'But...' Cap's voice trails off as Patsy pulls the costume from him, and starts to undress. She tells the men that she knows they think she is just a silly female, but that what they don't know is that she has waited all her life for this moment. 'You couldn't stop me with a team of wild horses!' she adds, before asking them to turn their backs.
The men turn around and Iron Man tells Cap that this is another fine mess he has gotten them into. 'Wait a minute, Avenger! As I recall, you thought of it first!' Cap replies. Patsy starts to put the costume on, and tells the men that Brand obviously has no current use for this, and they brought the big leaguers – the Squadron Supreme.
'You think you're going to stand any better chance against them than you did before?' Iron Man asks. 'They step on cats!' Iron Man exclaims. 'Then I'll be something more than a cat!' Patsy calls out, before asking the men to turn around. They do, and to their surprise, Patsy is striking a pose. Wearing the costume and mask, she smiles, and introduces herself as the Hellcat! She is not the sight they expect to see. The rumpled girl in the borrowed costume isn't there any more. Crouched in her place, claws gleaming in the feeble lamplight, is a far more impressive form, a far more sinister form. Even Iron Man catches his breath!
And at that moment, another Avenger is exhaling, in Tombstone, Arizona, in the year 1873. Clint “Hawkeye” Barton, Thor and the woman called Moondragon stand before Matt Hawk, known as the Two-Gun Kid, and Hawkeye bids him goodbye, adding that he sure enjoyed it a lot. Thor points out that Kang and Immortus are no more, thus it is time to return to the year from whence they came, in the Conqueror's only time sphere. Clint tells Two-Gun that he and the others have their act down. 'If you really mean that, Hawkeye...then I have a favor to ask: Take me with you!' Two-Gun Kid calls out. 'Are you serious, cowboy?' Moondragon asks, announcing that she has enjoyed her journey to America's past, but that the future is not for man to know. Two-Gun tells Moondragon that he has been giving it a lot of thought, and he has always been more of an adventurer than simple lawman – and there are more adventures to be found with them than in his own time.
'Well spoken, my friend! But tho thou didst exhibit great daring here this day – what of skills – and knowledge of our advanced civilization?' Thor enquires. 'I can manage!' Two-Gun declares. Hawkeye tells Two-Gun that he believes him, but that just in case he needs any help, he is going to have himself a personal teacher. 'You can come along with me, 'cause as of when we get back – I'm leaving the Avengers again!' Hawkeye announces, much to the shock of Thor and Moondragon.
Back in the present: 'At last! I was beginning to think I would never find you!' the Vision calls out as he phases into the storage room. 'But what is this? Is that – Ms Walker?' the Vision enquires upon seeing Hellcat. 'Miss Walker, please!' Patsy corrects the Vision, while Cap tells the android that there is no time to explain. 'You're correct' the Vision agrees, announcing that he will contact the others on his Avengers transceiver. At the location of the Beast and Scarlet Witch, Wanda responds to the Vision, telling him that they will be right there. 'Yeah, bye, darling!' the Beast calls out jokingly.
And so, the sextet regroups, ready to make plans for their next escape attempt, as soon as they accustom themselves to Hellcat! It is just as well they waited, as suddenly, the lights to the storage room switch on, and the Squadron Supreme appear, smirking and ready for action. 'It took time to track you, folls – but Roxxon cannot be thwarted forever!' Hyperion declares. The Avengers are forced to make the first move, as they and Hellcat rush towards the Squadron, and with no holds barred, the battle is joined!
In his office, Hugh Jones turns to see Buzz Baxter inform him that they have got trouble. 'What is it, Baxter?' Jones asks. 'The police, Sir! There's a squad outside demanding entrance because of those missiles!' Buzz reports. 'Blast! Not now – not with that fighting going on! There's only one thing to do!' Jones announces, pressing a button on the panel before him. 'What did you do, Sir? What was that burst of light down there?' Buzz asks. Jones puts his hands behind his head and grins, announcing that he did what was necessary: 'I did your job – protecting corporate security! I got tid of the evidence, mister – I sent 'em all back to the Squadron's world!' Indeed, at that moment, the Scarlet Witch, Captain America, the Beast, the Vision, Iron Man and of course Hellcat, as well as the Squadron Supreme find themselves being shunted through reality...!