Hawkeye notices something broken in their control panel, and decides to fix it. However, Captain America arrives, and demands to know what Clint thinks he’s doing, since nobody is to tamper with the expensive equipment except for its owner, Tony Stark. Hawkeye just doesn’t want to go to Stark for any tiny thing that happens, and promises he can repair a broken fuse. Cap remembers him that Stark just lends the Avengers these equipments, just like his town house which they can use as a headquarters.
Cap mocks that, if weren’t for Stark, Clint would be probably living in a tent right now. Hawkeye smirks back that would suit him just fine, as there wouldn’t be any room left for Cap. Cap has had enough: Clint has been back-mouthing him ever since he joined, and he has had about enough of it. He warns him to cut it out, or else! Hawkeye won’t let anyone talk to him like that, and Cap thinks it’s about time that they tested each other out!
Quicksilver arrives and calms both men down. Wanda asks Clint not to be so jealous towards Cap anymore, since they all know he wishes to become team leader. But, she tells him, she’ll never vote for him should that day come, as she’ll cast out her voice to her brother Pietro, as he isn’t as hot tempered like Clint is. Hawkeye thinks Pietro won’t be anything without his sister backing him up. Wanda won’t let her brother be insulted, and uses her Hex powers on Clint. Cap holds Wanda back, telling her to keep her powers in control, as she might have injured Hawkeye with them. Pietro orders Cap not to touch her sister like that. Cap calms everyone down, thinking it’s best that they all go to sleep. They all agree, and go to bed.
Meanwhile, elsewhere in an Amazon jungle, a former soldier and follower of Baron Zemo wanders the woods, alone and wounded. He hasn’t dared leave the place yet like all the others did, since he joined Zemo because he is a wanted criminal in Europe and Interpol will be searching for him. The man wonders about how long he can stay there until his ammunition runs out. Seeing his injury on his leg, he fears that, if he should leave the jungle, he wouldn’t last a week! But he has thought up of a plan. He has been digging for months, moving heavy rocks out of the way, and an entrance is finally shown.
After some more digging, the man walks through the opening. He arrives in the lab where Zemo, the Enchantress and the Executioner created Wonder Man. The man remembers how it happened, as if it happened yesterday. He recalls placing Zemo and his aides placing a mere nobody on an operating table, when suddenly a strange energy beam surrounded said man. The soldier admits he never believed it would work, but the nobody transformed into Wonder Man, one of the strongest people the soldier ever knew. The soldier hopes the machinery can restore him as well but, seeing he isn’t a scientist, he can only guess about how the equipment works.
The Enchantress has been watching the soldier from her palace, and sees this as the chance she has been waiting for. She realized that, from anyone who has ever fought the Avengers, Wonder Man came closest in defeating them, and now, fate is offering her a second chance. She travels from Asgard at great speed to Earth, where she startles the soldier, who immediately pulls out his gun.
The Enchantress calms the man down by telling him she has come to help him give the power he wants. After putting the soldier on the operating table, she recalls that Wonder Man would have killed the Avengers, would he not have chosen to betray her and the others. And, for that betrayal, Wonder Man died. But the Enchantress is confident that the soldier will never betray them, since she knows he loves life too much. A beam surrounds the man, and… the plan has worked!
He stands up, and immediately feels the power flowing through him, and even his leg has healed. Enchantress tells the soldier that he’ll find his costume in the room next to them, and orders to put it on. The man doesn’t see the need the need for a costume, but the Enchantress explains that he will be a living symbol of the Masters of Evil, and therefore needs to be dressed the way. He still doesn’t like it, but does so anyway to make Enchantress happy.
After putting his costume on, he still needs a name. The man defends that he has a name: Erik Josten! But the Enchantress wants a name for Josten so that it strikes fear to the Avengers when they face each other. The man understands, but doesn’t want a silly name like “Wonder Man.” That’s it! The Enchantress sees Josten as a successor to Wonder Man, and therefore Josten shall be known from now on as… Power Man! Josten doesn’t like the name, but doesn’t care, since now he doesn’t have to fear anything anymore. The Enchantress is glad to hear that. For months, she mentions, she has allied herself with her fellow immortal called the Executioner, but thought of him as a fool. She doesn’t do that with Power Man, and thinks they will accomplish much together. Power Man thinks so too. Enchantress starts explaining her plan.
And so, a few moments later, the Avengers receive a warning call from the Teen Brigade that there is a real monster in town! Thinking of it as a gag at first, Cap realizes they can’t afford to write it of like that, so they head downtown. And once there, they really see a huge, hairy monster! But, there’s something odd about the situation: the Avengers are at the scene but, so far, no cops have arrived to help out. Thinking they’re just too scared, Hawkeye wastes no time thinking about it and fires an arrow, but it flies right through the creature!
Wanda is confident that her Hex powers won’t miss, and aims at a building to drop some bricks at the monster. Hawkeye knows he never misses, and thinks they are dealing with a ghost of some sort. The bricks fall upon the creature, and burry him in it. Wanda thinks she won, but Cap has his suspicions and doesn’t think so. And the war hero is correct: the monster steps up again! But, the Avengers think it shouldn’t have taken them so long, and that they should have arrived before they did. Cap throws his shield at the monster, but not only goes it through the creature: it now vanishes!
The officers step out of their cars, and demand to know what the Avengers think they’re doing: trying to wreck the city! Cap doesn’t understand. The officers explain that they came to investigate complaints they heard about the Avengers, and claim not to have seen any monster at all! The Avengers don’t realize that they are being watched from an apartment high above them. In one of the rooms, the Enchantress and Power Man laugh at her successful illusion. But, Power Man is eager to fight and wants to do something, but the Enchantress first wants to try out another spell, but promises Power Man that his time will come.
The next day, the Avengers receive a call that someone is messing with subway tracks, and trying to make the Avengers the culprits! Cap orders Quicksilver to use his speed and investigate, which he does. He soon arrives at the station, where Pietro thinks that only a magician would know what frequency he’d tune in, and could send a fake message. When going deeper inside, he really finds the broken racks, but it looks like it has only recently been broken.
Around a corner, Power Man remembers that it was the Enchantress’ spell that broke those lines. He quickly runs towards Pietro, and knocks him on the head, rendering him unconscious. After doing that, he makes sure to himself to go along with Enchantress’ plan for as long as it suits him. Enchantress calls Power Man back to her side, wanting to wait for the other Avengers to arrive. Power Man finds that a waste of time, thinking he can beat them all by himself, but does as told.
Soon, the other Avengers arrive, but wonder how they got here so quickly. Hawkeye thinks a spell of some sort must have done that. Cap notices the unconscious Pietro on the tracks, and also a train arriving! Wanda realizes her Hew powers are useless at a time like this, and Hawkeye thinks only his blast arrow will do the job, but he fears about the innocent people aboard the train. Wanda asks Clint to just do it. He does, but destroys the train at the same time. The Avengers help Pietro get up, who doesn’t remember how he got beaten up like that. The passengers have all survived, but are angry with the Avengers for destroying the train, not buying the fact that they were investigating a plot.
Around the corner, standing in the shadows, Power Man congratulates the Enchantress for her fine magics, but now he wants to do something. The Enchantress promises her associate that he won’t have to wait much longer.
Back at the Mansion, the Avengers mumble and suspect that someone is trying to give them a bad name, but they don’t have a clue who. Luckily, Tony Stark could pay for the damages on the train. Pietro finds it to bad that Tony doesn’t have any physical powers and should be made an Avenger too. Wanda hates the fact that the public wants to see them arrested. Cap and Hawkeye get into another argument when Cap realizes someone is trying to give them a bad name, which Clint has thought up a long time ago. They argue, but Cap tells Clint to just go before something bad happens. He leaves, but just because he’s tired and not because Cap wants it. Wanda follows Hawkeye, telling him not to give Cap such a hard time, as he doesn’t deserve it. Hawkeye tells Wanda not to worry, as Cap is a big guy who can handle it. But, as Clint goes, he thinks in himself that he knows that Wanda is right, but he’ll never admit that.
The next day, Power Man and Enchantress have arrived outside the Westchester police department and ready to make their next move. Power Man picks up a rock and destroys an arriving police car and steals their papers. Enchantress tells him to hurry up as she senses a helicopter arriving with Captain America in it, but he doesn’t realize her spell brought him there. Inside the helicopter, Cap notices something’s wrong below. As more officers arrive to check out the commotion, Cap starts fighting Power Man. He punches him and throws his shield, but neither works. Even the shield misses, and Cap has practiced years on that move! He doesn’t realize that the Enchantress had used spells to avoid Cap’s punches from doing any harm to her ally.
Cap gets up and notices that something is slowing down his reflexes. He tries to grab his shield again, but Power Man acts faster and slams Cap unconscious. The officers thank Power Man for his “tip” they gave him and that uniformed guards would steal their papers. They think the Avengers have gone rogue, and thank Power Man for his help and even call him a hero!
The next morning, everything can be read in the newspaper. Hawkeye mocks Cap about it, but he’s glad that at least they now know their enemy: Power Man. Wanda receives a phone call from the mayor, who wants Cap on the line explaining why he acted like that yesterday.
Later that night, Enchantress and Power Man notice Hawkeye is standing in the front door of their rented mansion. Hawkeye learned from the newspaper that this is where Power Man is supposed to stay, and wants to make him pay for beating up one of his teammates, even if it was Cap. He knocks the door open, but it’s pitch black in there! Power Man shows up from behind, who can see just fine. He grabs Hawkeye’s arrow bag away from him, and snaps all of them into pieces. Luckily Hawkeye kept an extra, and warns Power Man to back off. He laughs, hoping that Hawkeye would give him a challenge, and certain that the Avenger is in for a big surprise.
Meanwhile, Pietro and Wanda leave the hit show, “Dolly.” Wanda asks Pietro what he thought of the performance, but his thoughts only go to avenge Cap’s defeat and wants to visit Power Man. Pietro answers he thought the show to be great, but excuses himself, claiming he’s got some place to go. Wanda says that’s fine, thinking this will give her the chance to properly investigate in Power Man’s case. Pietro quickly puts his costume on and runs to Power Man’s house, realizing they are supposed to fight like a team, but he can’t resist the confrontation.
At the same time, Hawkeye demands to know the answer how Power Man knew those costumed officers were actually criminals, unless he was one of them. Power Man sarcastically congratulates Hawkeye on the fine question, but won’t answer him. He throws a large table at Hawkeye, which he dodges. But Power Man moves so fast, and manages to grab Hawkeye and starts crushing his bones. Enchantress calms him down, informing that, if it weren’t for her spell, Hawkeye would have taken Power Man down. With Hawkeye unconscious, Power Man puts him down and laughs at Enchantress’ remark. She senses Quicksilver arriving, and warns Power Man to beware of his speed.
Power Man goes outside and hides behind a tree until Pietro arrives. He tries to grab him, but luckily Pietro is too fast and escapes. But Power Man has a backup plan, and sticks his hand in the ground. Quicksilver runs real fast around Power Man, hoping to trap him with his tiny nylon cord. Enchantress tries to use a spell to slow Pietro down but, even though it works, Pietro still moves faster than she’d ever thought. Power Man feels the wind around him changing and realizes Pietro is running around him. He has found what he was looking for in the ground: the iron water pipe! He uses his strength and breaks it apart, making the many water inside it spread in the open, and as it hits Pietro making him fall down.
Power Man laughs at his triumph, confident that, if he was there when Enchantress first confronted the Avengers, they’d surely had defeated them. Enchantress isn’t so sure, since they had Wonder Man who was Josten’s equal in every way, and warns him to be careful.
Later, Wanda sneaks around their house. But, police officers arrive, having had a warning from Power Man that the Avengers are trespassing. They’ve already arrested both Hawkeye and Quicksilver, and now do the same with her! Enchantress watches everything from her window, and laughs at the Avengers humiliation.
The next day, hours later, the city council is outraged and responds to the newspapers and TV’s reaction, and decide to do something: the Avengers must disband!
The Avengers realize they’ve got no choice when they hear the news: they simply cannot ignore a legal court decision. Cap fears that he’s to blame and thinks he failed at his job as leader of the Avengers. Hawkeye doesn’t think so and mocks Cap again, telling him that they’re all to blame. Maybe they simply weren’t cut out to be Avengers!