With Captain America having left the group, the squabbling among the young members begins. Hawkeye won’t take the blame for Cap’s leaving, but Wanda thinks it really is kind of his fault Cap left, after all of Hawkeye’s mocking towards him. Quicksilver is certain that Cap will return. After all, where can he possibly go? Hawkeye thinks so to, thinking that Cap isn’t a type of guy to take a job of selling things. Wanda defends that there’s plenty of places where a man with Cap’s strength and skills can go. Hawkeye thinks this remark sounds like Wanda’s got a crush on Cap. Even so, Wanda responds, it doesn’t concern Hawkeye.
Quicksilver stopped them, as he has learned that even the smallest bickering can lead to hard feelings, and cause the team to break-up. Wanda agrees, but realizes that the harm has already been done, as they’ve lost a fellow Avenger and may never see him again! Wanda cries a little, thinking in herself how she’ll miss the handsome sight of Cap working out in the mansion’s gym. To her, Cap was the embodiment of what an Avenger should be.
Meanwhile, Cap himself tries to make a life for himself and finds himself in upstate New York outside a training camp, trying to get a job. The trainers laugh at Cap, not thinking he’ll qualify. Cap won’t leave without the job, so the trainers start fighting him. Cap dodges all of their attacks, and knocks them out by punching them in the face. Their boss shows up and, having seen the whole thing, he is impressed and gives Cap a job, which he would like very much. Cap is hired to fight in tournaments open for the public. He likes being useful again, and hopes that, in time, his memories of the Avengers might go away. But, later that night, Cap fails to sleep, as his mind keeps wandering off to his former teammates.
At the same time, but centuries away and in his opti-view lab, Kang the Conqueror has witnessed everything. He knows that it was Cap who held the Avengers together, and thinks this is the perfect time to strike and take his revenge. Even though his own century fears him, Kang won’t rest until the twentieth century does the same. Thinking that he has enough strength and resources, Kang decides to go for it.
A short time later, US Air Force planes soar across the night sky, investigating recent UFO sightings. They think they just saw something, and think it wasn’t their imagination. Thinking that nobody will believe them at the base, the pilots leave, not even noticing that Avengers’ Mansion is quietly getting a new, top floor on their roof!
Inside the mansion, the warning siren goes off. The Avengers are under attack! And it’s coming from the roof. Hawkeye shouts “Avengers Assemble!” but somehow, it doesn’t feel right without Cap. He runs through the mansion and almost gets shot, but Quicksilver rescues the archer just in time. They continue and enter in a weird-looking room they’ve never seen before. Wanda remembers that this used to be the corridor to the roof. And centuries away, Kang sees all, and activates his trap.
A bright flashing light reveals itself, blinding the Avengers. Suddenly, they all feel sleepy and out of oxygen. Wanda tries to get out, but the door is locked! Hawkeye tries to destroy it with an arrow but it gets blasted by a cannon, which comes out of a wall. Quicksilver tries to run through it using his super-speed, but it’s no use. Pietro wishes that Cap were there.
When the Avengers are all unconscious, Kang appears. Kang smiles that the Avengers were lucky they didn’t open that door, as it would mean their certain death. With them now unconscious, Kang decides to restore their oxygen, as their death isn’t of any use to him right now. Then, while the live-giving air filters back into the room, the hum of Kang’s control panel grows even louder. For in truth, what seemed to be an uncanny room is actually a self-activated time-travel ship. Spanning the unthinkable void between the centuries at speed which defies human comprehension. Kang thinks, with the Avengers as his hostages, it’s time for the next phase of his plan.
Some time later, an unwelcome Kang arrives at the royal court, and immediately demands audience with Princess Ravonna. Her father denies it, as Kang has entered the palace without leave. Kang calls Ravonna and her father mere puppet rulers, and they know it, and he calls himself the supreme ruler. Kang tells Ravonna if she continues to displease him, he won’t allow her to rule at his side. Ravonna would rather die. Kang smiles that can be arranged.
Ravonna and her father walk away, unimpressed by Kang’s power, and Ravonna mocks that she would never rule with a mere commoner. Kang shouts and defends that his legions are feared throughout the galaxy. He has left a trail of victories, a string of conquests, which shall endure for ages. He won’t be called a “mere commoner!” Kang mentions that he has left one woman to defy him, merely because he loves her. He warns Ravonna that his patience isn’t as inexhaustible as his power.
Meanwhile, Cap hears a special bulletin on the radio that the Avengers are in danger. He quickly knocks his opponent out, wanting to go help them out. At the same time, Hawkeye, the Scarlet Witch and Quicksilver wake up, but are trapped in oversized, unbreakable jars. They notice their captor is pretty sure of himself, as he didn’t even take Hawkeye’s bow away from him. Wanda’s Hex power does work and she breaks through the jar, but feels exhausted after getting out. Pietro warns her to take it slowly, as Wanda knows how exhausted she gets after using her Hex powers.
Seconds later, Wanda has gathered her strength and frees her teammates. She leans on Hawkeye’s shoulder and Pietro does a quick reconnaissance, but fails to find the exit. This ship is like a maze! It’s so huge. Kang speaks to them through intercom, mocking that it will take centuries before humans of the Avengers’ age can see the wonders his ship holds. Kang projects an astral image of himself, demanding that the Avengers agree to serve him, like all of mankind will some day, or else they’ll die. The Avengers finally realize they are in the future.
Kang sends out his guards to fight them. Realizing they are outnumbered, Hawkeye fires three of his arrows from which ropes come out. The arrows clang against an opposite wall, and he suggests they use the robes to swing into safety, which they do. Suddenly, a big round thing appears and sends out heat wave, which cut the ropes, making the Avengers fall. They land on some sort of restraining wall, making it impossible for them to escape or move. After some time, Hawkeye manages to move his arm. He grabs his blast arrow, fires it, letting the force in the air do the rest, and hits the control panel of the wall! It explodes, and they are free.
Kang admits that the new Avengers fight as well as the old ones did, perhaps even better. He orders his troops that he’ll deal with the Avengers as long as he can, but wants them to be available should they be needed. They obey. With the flick of a switch, Kang plunges the entire labyrinth, which controls his victims, into total darkness. And he plans to use his spectrum-inverter gun to finish the job. When locking into the Avengers, who stumble through the pitch-black room, Kang fires the gun’s flames at them!
Suddenly, the flames change into energy waves, which soon capture both Wanda and Hawkeye. Quicksilver uses his speed to run into safety. Meanwhile, a voice over intercom orders to get Kang’s attention. It’s Captain America! And he holds the Avengers’ recreater device, which Iron Man used to probe Kang’s recent past. He suspects Cap must have pressed it to learn that it was he who kidnapped the other Avengers.
Ravonna enters the room, asking Kang if he’s going to leave a challenge like that. Kang sees this as his chance to impress Ravonna and activates a switch, which will send Cap through the centuries. Cap lands on a weird planet, and keeps bouncing around on stones. Ravonna tampers with Kang’s direction-control switch, and wants to know why. Ravonna wants to let her decide what Cap’s fate will be, but Kang wants the ultimate victory to be his.
Suddenly, Quicksilver stops running, and finds Cap! They happily reunite, but Cap wants to hold up with that, wanting to deal with Kang first. Kang’s troops enter and open fire, but Cap and Pietro fight together, and easily defeat them. Pietro tells Cap it wasn’t until now he realized how much he missed him. One of the guards is still awake, and Cap plans to interrogate him to find out where Kang hides. Kang hates his defeat, and plans to fight alone from now on.
He opens his many viewing screens, on which he can see anything. He promises before this day is over, the Avengers shall be defeated and Ravonna shall be his. Suddenly, Cap and Pietro enter. Cap orders Pietro to run towards the screens, but Kang has thought of that possibility and placed an invisible forcefield on it, making it impossible for Pietro to get through. Cap throws his shield at Kang, but his molecule expander makes the shield super-sized, and Kang redirects it towards Cap!
Quicksilver runs around Kang, making him lose control of the shield. Cap keeps running until the shield falls, not hitting him. Pietro punches Kang and runs around him, but he won’t admit his defeat yet. He notices that on a balcony, Ravonna stands together with the nobles of her court, watching him. Kang realizes he can’t lose. So, he throws a Spectro Wave across the room. The wave hits both Avengers. Ravonna and her team are impressed by Kang and his weapons, but also by the Avengers, as they’ve stood up against Kang for so long.
Kang shouts at Ravonna that he has now earned her hand in marriage, and demands her answer. She won’t give it, as Kang hasn’t won yet, as there are still two other Avengers alive. Kang finds them of no concern to him, as he thinks they’ll be easy to defeat. He wants to know Ravonna’s answer. He explains that she’ll remain queen of her planet, but it will be Kang who will be the big power. He explains that he has conquered thousands of planets, but spared Ravonna’s because he loves her. He wants to know her answer now, or else he’ll order his troops, who guard the city from outside, to start their attack.
Ravonna tells her father that she might have agreed to give her hand to Kang, were it not have been for his tyranny. Her father agrees, but her dad realizes that Kang truly seems to love her. Ravonna doesn’t understand. Her father thinks about their kingdom, and the people they have to protect. Ravonna wonders about her answer, but her father tells her only she can answer.
Suddenly, an arrow nearly misses Kang! It’s Hawkeye! He and Wanda are free, and are confident that they’ll defeat Kang now, and what’s more important: the Avengers will be together again.
Her father thinks that now, not all hope is lost. Kang won’t admit his defeat and sends out a warning signal that his huge army can attack the city now. The Avengers prepare to take them on, but Kang’s troops and their weapons move inside the city, and immediately cause major damage to it!