Hawkeye is devastated, as he has just read in the papers that the Black Widow has stolen a bunch of top-secret atomic plans and then disappeared. Fearing that she’ll probably hand them over to enemies of the United States, Clint doesn’t know what to do. The other Avengers suggest that they discuss it at a meeting at the mansion, but Hawkeye walks away, wanting to have some time alone.
Pietro still can’t believe the story, and neither does Hank, who refuses to believe that Natasha has betrayed her newly adopted country. After all, it wasn’t much longer than a few days ago that she wished to become an Avenger. Janet suggests that Wanda reads them the article of the paper from the beginning. She starts.
Wanda reads that, a few hours ago, a defense installation in Arizona was the victim of a one-woman attack, who appeared to be the Black Widow. However, before the masked spy-queen could escape, security forces rushed to the crime scene and opened fire upon Natasha, but, thanks to her special suction shoes could run over walls and escape, eventually fading away into the darkness. Hank still can’t believe it and thinks there must be a reason behind Natasha’s attacks. Janet hopes he’s right, though she starts to have her doubts.
At their base, Nick Fury hears on the news about the Widow’s success. He’s glad that only a handful of people know she’s secretly working for them. Sitwell isn’t certain if the Widow can be trusted, but Fury believes they don’t have a choice. He knows something is brewing behind the Bamboo Curtain and the Widow is, thanks to her connections to the country, their only chance to find out what. Luckily, Natasha has kept her mouth shut so far and didn’t inform anyone about her new employers.
Back at the mansion, Hercules has decided to spend some time working out at the gym, but none of the lifters there are much of a challenge to the mighty god, thanks to his Olympian heritage. He recalls how he trained on Olympus, when he tested his awesome strength against some mares of Diomedes and the long-remembering harpers had matter for their song.
Suddenly the doorbell goes off. The new noise scares Hercules, making him accidentally break Goliath’s training equipment. It’s the mailman, and he delivers some letters and such to… Mr. Powers. Hercules reminds himself that’s the mortal name the Wasp gave him and says hi to the mailman. He disappointedly leaves, having hoped to get an autograph of the Avengers someday. However, looking at Hercules, it feels more like watching to one of those old movies, and the mailman knows this guy isn’t even going to tip him.
Elsewhere in town, Hawkeye finds himself back to his roots. He swings across some roofs of the neighborhood he used to hang out before he became a hero. He lands, hoping that some of his old, former underground friends might have a lead about Natasha’s current whereabouts.
At the same time, at 8:32 PM to be precise, a villain known to many as the Mad Thinker sits alone in his lab. He reminds himself that, in exactly nine minutes and forty-three seconds, one of the mighty Avengers shall be his captive! His infallible computers have informed the Mad Thinker that, without the leadership of Captain America, the other Avengers are not that hard to defeat and he will surely win. With the Avengers defeated, the Mad Thinker plans on adding many of Anthony Stark’s inventions to his own, superior technology so he can be even more dangerous.
In the past, the Mad Thinker remembers that he failed because he neglected something known as the x-factor, which is described in current days as the human element. But this time, the villain’s plan is based on that very element so he can’t loose. He has transferred all available information about the Avengers in his computers, from the absence of Captain America to the treason of the Black Widow. And, with this conclusion, the Mad Thinker knows for sure that at 10:13 PM, the Avengers shall all be… dead!
Hawkeye wanders the Lower East Side, hoping to find a shaggy fellow he used to hang out with for some inside information about the Widow. Though on that very moment, Hawkeye hears a scream, demanding help. Clint follows the sound of the scream to a warehouse. Not thinking it’s a trap, because nobody knew he was coming there, Hawkeye enters it. As he scouts the area, boxes are thrown on him. Hawkeye manages to jump safely aside, as the culprit introduces himself: it’s Hammerhead!
Hawkeye laughs at Hammerhead’s name and his ridiculous green costume, but the villain warns that the falling boxes were just a warm-up. He decides to demonstrate his powers and smashes his head through a wooden post, remaining unharmed! Hawkeye is impressed and fires an explosi-arrow, though thanks to his powerful head the villain is once again unharmed. He mentions to the archer that it’s currently 8:41 PM, but Hawkeye doesn’t know what that means.
Hawkeye decides to fire a siren arrow, but Hammerhead seems to know its weakness, as he destroys the arrow when it impacts on a wooden wall. Hawkeye wants to know how Hammerhead could have known about his arrow’s weakness, it’s almost as if he used telepathy.
Hammerhead thinks he’s about to win in exactly 27 seconds. Hawkeye still doesn’t know why Hammerhead keeps telling the time and doesn’t really care either. He fires a suction arrow on Hammerhead’s head, and swings around a couple of times until the villain falls out of balance. Hawkeye threatens the villain with a stun arrow so he tells him what this was all about. Hammerhead refuses to spill anything, but then a hologram of his employer appears. The Mad Thinker introduces himself to Hawkeye. He wants to attack the Mad Thinker, but Hammerhead uses advantage of the confusion and slams Hawkeye down.
Hercules, dressed up in a tuxedo, enters a nightclub, wanting to drink something. The girls are thrilled to see such a muscularly man and start flirting with the mighty Olympian. Hercules gets a table, and is impressed by it all, thinking that his exile is finally turning into fun. The girls want to know from what country “Mr. Powers” has been exiled from. Liking the girls, Hercules agrees to tell them everything.
At his lair… The Mad Thinker is glad to have had his first success with the capture of Hawkeye, which means that there are only four other Avengers left between him and Anthony Stark’s inventions.
Back at Avengers’ Mansion…
Wasp receives an emergency call, which turns out to come from Hawkeye. Quicksilver, Wanda and Goliath arrive and read the call as a condition blue, which indicates that their teammate is in great danger. They decide to take their sky-cycles to go rescue their friend. Janet climbs onto Hank’s cycle, with him wondering why she hopped on, since Janet has her own cycle. Janet just tried to be romantic again and now Hank spoiled that.
The cycle’s tracer reports the warehouse where Hawkeye is supposed to be in. They land down and scout inside, though everything is deserted. Suddenly, lot of dust gets thrown on both Goliath and the Wasp. Hank tries to warn Janet to get away and shrink to Wasp-size, but she can’t, since everything happened so fast.
She collapses but Hank states she’s fine, merely a little shaken. He warns Janet to change into Wasp-size as soon as she can. He’ll keep their attacker busy as Goliath. Janet promises she’ll try. Suddenly, a rumble sound is heard. Hank recognizes the sound as the machine nearby starting up. He’s right, and the machine moves closer to the two heroes, ready to crush them! Hank gathers his strength and tries to hold it back, warning Janet to get going, as he can’t keep up with this much longer. Janet only needs another moment and then she’ll be able to shrink. Janet has noticed that Hank sacrificed everything just to save her. It’s at time like this she remembers why she loves him so much.
Hank figures he can hold the shovel back another three seconds, but fears what might happen next. Hank can’t hold the strain of it anymore and runs away. He hopes he can reach the streets where he hopes to be safe. But, the steam shovel quickly moves after him. Janet notices Hank running and wonders if the power of the shovel has really broken him. She finally has enough strength to Wasp and get her wings, thinking she better goes to find a way to help. Janet thinks about it and suspects she knows the true meaning of Hank’s plan, hoping their mysterious attacker won’t find out until it’s too late.
Goliath climbs up a high hill, and the shovel follows him. Hank stops, as this is where he was planning to go. He picks up the shovel again and manages to push it downwards! The machine fully breaks apart, and the surviving driver gets out: it’s Piledriver! He knew Goliath was merely buying time so the girl could get out but it wasn’t important, since Piledriver is after Hank. Hank isn’t impressed and asks where Hawkeye is. With his gigantic fists, Piledriver manages to hit Hank. Piledriver manages to push Hank down the hill now, and mentions that Hawkeye is their attacker and soon, Goliath shall be that as well.
Wasp notices her lover getting hurt and decides to help out. She stings Piledriver several times on his back. He at first doesn’t know what’s going on, but realizes the girl must have been the Wasp. He claps his hands, and the hard blow makes Janet fall down. Hank returns and he and Piledriver fight each other again. Though Hank manages to hit Piledriver real hard, the villain claps his hands real hard and, with the help of a steel beam, manages to defeat both heroes. At his base, the Mad Thinker triumphs confident that the last two remaining Avengers shall soon be in his might as well and that even the Fantastic Four shall fear him once they learn of the Avengers’ defeat.
Back at the bar, Hercules is enjoying the female attention he gets and starts singing a song and playing the guitar. He only wished the friends of Thor would be by his side. Back at the mansion, Quicksilver notices Wanda’s eyes suddenly changing and wonders what’s wrong. Wanda is in fear, and warns her brother about a transport portal she sees, carrying two villains! Pietro demands to know who they are, but the Mad Thinker suggests that Thunderboot just demonstrates his powers.
Thunderboot jumps off the platform and tries to hit Quicksilver with his boots, but thanks to his speeding powers manages to dodge all the attacks. However, Thunderboot refuses to give up, and keeps pounding the ground. Pietro can’t believe it, but the impact of the poundings actually make him lose balance. Thunderboot notices this and hits the speedster in his face! Wanda helps out her brother by using her Hex powers, but Thunderboot isn’t impressed. He manages to dodge the blast, causing Wanda to panic a bit. He stamps his feet again, and this time the psychic backlash takes Wanda down as well.
It’s now 10:05 PM, and all of the five current Avengers are defeated and their secrets lie at the feet of the Mad Thinker! Piledriver and Hammerhead materialize inside the building, dragging their opponents with them. At 10:13 PM, the villains have constructed a gigantic tableau and trap the still-unconscious Avengers on it. Mad Thinker orders his followers to start unplugging all of the Avengers’ computers and bring them back to his base. They start to, but then the door of the Mansion opens: it’s Hercules! The Mad Thinker doesn’t know who he is, as his computers didn’t notify about a new member on the team.
Hercules immediately notices his fellow Avengers chained. He undresses his civilian clothes and, in his godlike wardrobe, starts fighting the villains. Hercules manages to overpower the villains, but the Mad Thinker has an ace up left in his sleeve. He activates a stunning ray, which he had reserved for Quicksilver, should something go wrong in his defeat. Still, he thinks it will serve in the downfall of Hercules as well. The beam hits the mighty god and stuns him, giving Thunderboot the opportunity to knock him down.
Suddenly, Goliath wakes up and he’s so angry at seeing his teammate humiliated that he manages to gather enough strength to break free. He starts attacking the villains, but in his rage forgets about the other prisoners. Hercules gets up again and, since Goliath is keeping his opponents busy, he decides to rescue his friends. He succeeds and, after a cheerful yell of “Avengers, Assemble!” later, they all reunite and combine their strength. The battle sounds are so loud they can even be heard outside, making the citizens aware that a battle is going on inside the mansion. A few short minutes later, most of the villains are captured, yet the Mad Thinker managed to escape.
The Mad Thinker made it back to his base, and tries to figure out what went wrong. He tried to use the human element, so he hired super-villains instead of using the casual androids. The only thing he didn’t know was that an immortal was among the Avengers, namely Hercules. But the Thinker swears that the next time he and the Avengers meet, he shall triumph.
Back at the mansion, Quicksilver thinks that Hercules would make a fine hero. Yet, both Wanda and Janet notice him staring outside the window, alone, probably thinking about his homeworld of Olympus. Hank remembers they always found Thor acting so aloof, but now they maybe have figured out why. They all agree it must be lonely for Hercules to walk among them ‘mere mortals.’