Thor flies overhead Vision, Wonder Man, Scarlet Witch, Firestar, Captain America and visiting former Avenger, the Black Knight. The god of thunder uses Mjolnir to open a dimensional portal in the sky, so the team can follow the villainous members of the Wrecking Crew, who have taken former Avenger Photon with them. Black Knight tells Thor that he is ready but it is hard to believe that, of all the places the Crew could have been teleported to, Polemachus was not on the top of list he came up with. The Scarlet Witch reassures Dane that the sampling of the residual energy that Iron Man took confirmed it was Polemachus. Captain America adds that the data matched the vibration frequencies of Arkon’s world, which the Avengers had handy on their Quinjet.
The Avengers travel through the portal. The Black Knight knows that the Wrecking Crew did not choose to go to Polemachus. The Scarlet Witch’s Chaos magic kept them all from being vaporized and had the negative side affect of teleporting them to the other world. Defending Wanda, Wonder Man tells the Black Knight that it is called Chaos Magic for a reason. Worried, Wanda tells everyone that she is still trying to control her powers but she had to react quickly. Cap, who is being carried by Thor, cuts off the other Avengers and reminds them that the important thing is that Wanda saved the lives of Photon and the Wrecking Crew. From up front, Thor calls to the other Avengers and tells them that he can see through to the other end of the portal, which beholds a sight that troubles him. It seems Wanda’s salvation of the Wrecking Crew does not bode well for Polemachus.
Quietly, Firestar, who carries the Scarlet Witch, voices her worries about Justice, who was accidentally injured by the Black Knight’s sword during the battle with the Wrecking Crew. He was still unconscious when they left him and she does trust Iron Man, but she cannot help feeling so anxious. Wanda reassures Firestar and tells her that Justice is the getting the best help, and, as for the Black Knight, he is feeling terrible about what happened.
As the Avengers reach the end of the portal, the Black Knight is shocked to see the Polemachus skyline, which isn’t how he remembered it. The Avengers step though the portal to see Arkon’s city before them, on fire and in ruins. Thor realizes that the damage could not have been done by anyone other than the Wrecking Crew. The Black Knight, however, is astounded that four men could do this, especially given the short amount of time they would have had and also because there is no way Arkon would let this happen. Something else is wrong.
At Avengers Mansion, Dr. Jane Foster examines an image of Justice’s skull and brain. Annoyed that he couldn’t have gone with the others to Polemachus, Justice whines that the hit to the head was only a bump and that it didn’t even break the skin. Jane ponders over the image, which shows no brain swelling or bleeding, but then again he did lose consciousness. Effective immediately, she is putting him on the “injured reserve” list for a few days. Iron Man reasons with Justice and tells him that Foster knows her stuff.
Jane jokes that it is funny that Iron Man is telling Justice to follow orders but, anyway, she wants Justice to be on the lookout for drowsiness or weakness in the limbs on one side of the body, which are signs of intracranial bleeding, which is very dangerous. She then asks Vance if his powers are telekinetic. Justice tells Dr. Foster that they are but asks why it matters. Iron Man explains that use of his telekinesis might cause a hemorrhage. Jarvis enters and Iron Man tells Justice that Jarvis will set up a room for him in one of the guest rooms. There is an extensive music library that Vance can use to pass the time.
Iron Man thanks Dr. Foster when, suddenly, Giant-Man and the Wasp rush in the room, dressed in their uniforms. Not even bothering with formal greetings, Jan quickly explains that former Avenger, Carol Danvers, a.k.a Warbird, has been kidnapped. She and Carol had bumped into each other in the street earlier that evening and had a quick chat. While walking away, Carol disappeared in a flash of light. Giant-Man explains that Jan called him at work at Nugent Technologies after no one picked up at the mansion. Worried, Jan tells Iron Man that Jarvis filled her in on the trip to New Orleans, but asks where the rest of the team is. Justice gets up to go and help Iron Man and the others, but the golden Avenger reminds Justice about Dr. Foster’s orders.
Jan shrinks down into her wasp-form and assures Vance that they will do fine, but for now Hank has a theory. Giant-Man recalls that Jan mentioned that there was a blackout before the abduction. Iron Man follows Hank’s lead and accesses a computer network to see if he can trace whoever tapped into the city’s power grid. Jarvis and Dr. Foster leave the Avengers to work, while they escort Justice to a guest room.
Warbird wakes up and while still in a daze she asks what hit her, at first not noticing that she is wearing her old red and blue outfit from when she was Ms. Marvel. A voice addresses her as Ms. Marvel and tells her that her daze is a side effect of the teleportation beam. Warbird tells her captor that she hasn’t used the name Ms. Marvel in a while. She opens her eyes and finds that she is imprisoned in a yellow force field in some sort of complex. Before her is a bulky blue and orange robot, which warns her not to even attempt an escape. Annoyed, Warbird tells “Rusty” that he doesn’t know her very well, because everyone knows that they cannot cage Warbird. Carol touches the side of the force field and is electrocuted. The robot apologizes for being out of touch with her new codename. Its memory modules had only been activated very recently.
Warbird falls to the floor, as the robot realizes that the name change is why his former colleagues, the Wrecking Crew, failed to locate her and took the other woman, Photon. Weakly, Warbird mutters that she has had memory problems in her lifetime too, except someone sucked them out of her. Unless she was the creature’s high school sweetheart, it better have a good reason for kidnapping her. Shocked, the machine tells Warbird that she surely remembers the Doomsday Man. A group of A.I.M. workers salvaged him remains after their last battle.
In a recap, the Doomsday Man explains their last battle. They had fought in the cave where she first received her powers from the Psyche-Magnitron. She defeated him, but fell to A.I.M.’s premier weapons-maker, Kerwin Korman. Korman accidentally found the power core of the Kree device and unleashed it. Ms. Marvel was thrown back but Korman and he were caught in the blast. A.I.M. arrived and salvaged what they could but left behind a decoy Doomsday Man as not to arouse suspicion.
Warbird is surprised that the Doomsday Man has been off-line since then but wonders what the point is with this retro outfit and the whole kidnapping. If he is trying to evoke some warm and fuzzy feelings, then he should stop now because it isn’t going to happen. As a result of that memory problem she mentioned, she is emotionally detached from her past. Angry, the Doomsday Man yells to Warbird that he needs her to complete him. They were both born by the Psyche-Magnitron and share the same Kree warrior bond. However, the Doomsday Man does not notice Carol ripping the carpet underneath her, which reveals several wires.
Warbird taunts the creature, by saying that he seems to share more with a refrigerator. She rips the wires, which turns off the force field. Warbird jokingly tells the Doomsday Man that it is sweet that a robot needs her to complete him. In a rage, the Doomsday Man punches Carol in the face and announces that he is not a robot. Warbird kicks the creature back and thinks about how the original Doomsday Man was built to withstand the rigors of deep space. She must assume that the rebuilt version is just as tough. The Doomsday Man is not deterred by Carol’s escape and once again announces that they must be one. They are a genetic match and he cannot survive without her. Doomsday Man then grabs Warbird’s leg and slams her into a wall. Warbird then realizes that she won’t survive with him.
Warbird again taunts the Doomsday Man by suggesting that he go chase a Kree sentry. Warbird realizes that the robot jokes anger the creature the most and the lights on his body are starting to shine so brightly that they are blinding her. Doomsday Man charges at Warbird and explains that he cannot explain why he dressed her in her old outfit and that he is getting tired of this fight.
Nearby, a Quinjet flies over the ruins of an A.I.M. secret warehouse that was reduced to rubble recently after an Avenger’s mission against Lord Templar. Iron Man is surprised that they traced to the power drain to this site and explains that after their last battle here they scanned the sight but picked up nothing unordinary. Giant-Man wonders if they missed a sub-level or if there is a cloak protecting a hidden area. Wasp wonders why Warbird would be targeted by A.I.M., but Iron asks her why they would not. Like all of them, Carol has run into A.I.M. in the past. Iron Man then suggests that maybe something was awakened underneath the building after their last battle, because right now he is reading seismic activity.
Suddenly, a laser shoots out through the rubble and strikes the Quinjet on its belly. Iron Man yells that the landing gear is shot and orders everyone to bail. Wasp shrinks down and flies out with Iron Man, while Giant-Man grows. The Quinjet bursts into flames, as the fuel tanks catch on fire. Giant-Man grabs the burning jet and tells his companions that, if it has to go down, then it might as well not land on the Grand Concourse where people could get hurt.
Giant-Man directs the plane to crash in the rubble and then falls to the ground. Iron Man puts out the fire with his repulsor rays but points out that, if another Quinjet is lost, at this rate then the Avengers may have to start hitchhiking. Wasp checks up on Giant-Man, who is a little toasted but thankfully not burnt, since his costume is insulated. Suddenly, the Avengers are caught off guard, as the ground begins to shake again.
The Doomsday Man leaps out of the rubble with Warbird in his grips. Giant-Man tells the Doomsday Man that he is mauling an Avenger and punches the creature in the back. Warbird is relieved to see the Avengers but, before any of the heroes can do anything, Doomsday Man sends a beam of energy towards Giant-Man. Iron Man leaps in the way and is knocked into an old truck lying on the lot. Giant-Man and Warbird attack Doomsday Man and Carol takes the time to remind Hank that she technically quit before she could be voted out, so she really isn’t an Avenger. Giant-Man continues his barrage and reminds Carol that, once an Avenger, always an Avenger.
Iron Man yells for the two heroes to dive for cover, which they barely do as two repulsor rays strike the Doomsday Man right in the chest. Warbird questions where the rest of the Avengers are. Iron Man explains that they are the only ones coming and, if they need help, they can send out a general call to their inactive members. The other Avengers should be on Polemachus by now, though.
At that moment on Polemachus, the Avengers investigate the ruins of the city. Wonder Man points out that there is no sign of life, yet not bodies are seen either. Cap assures Wonder Man that the people are somewhere. When London was being bombed in World War Two, people often huddled in the subway tunnels. Worried, Firestar realizes that she might be paired up with the Black Knight if they have to split up. She then tells Cap that she thinks she saw a stairway leading underground when she first passed over the square.
Cap tells Firestar to fly him there and orders the others to fan out but to pay attention to their signal if they find anything. Firestar leads Cap to a stairwell, where they spot a hooded figure at the bottom. Cap congratulates Firestar on her good work, since they now hit pay dirt. Firestar asks what pay dirt is but realizes that this isn’t the time or place and tells Cap that she will signal the others. Cap lands on the ground and chases the hooded figure. Cap follows the figure down the tunnel but realizes that this could be a trap. However, he cannot risk losing the only person they have found. As the figure runs down another stairway, Cap calls out that they are the Avengers and they wish to help.
Suddenly, a mysterious, yet familiar, woman uplifts the stairs from underneath Cap. Cap falls and is jumped on by a large group of men, who claim death for the enemies of Arkon. Suddenly, Firestar, Thor and Wonder Man arrive to help Cap against the ambush. Cap tells the men to listen to them, for they want to help Arkon. The familiar woman screams that they are too late to help Arkon and runs behind Cap to hit him with a chain. At the last second, the Vision phases out of the ground and takes the brunt of the attack. Stoically as usual, the Vision tells Thundra to cease the hostilities. Their former ally stops; Cap and the Black Knight are at shock to see her face.
Thundra, who know has only one eye and an eye patch over the other eye socket, bitterly explains that Imperion City is in ruins and the royal castle is under siege. Her injury is of no consequence. Their Grand Vizier rallied scores of soldiers against Arkon and led a revolution. Five strangers appeared from Earth in time to help finish the battle. Angered, the Black Knight asks how that is their fault and points out all the times Arkon has tried to destroy Earth. The Scarlet Witch gets in between Thundra and the Black Knight and tells Dane to hear Thundra out.
Still angry, Dane refuses, because Thundra is making Photon seem like a criminal. Wanda explains to Thundra that Photon was abducted by the Wrecking Crew. Bitterly again, Thundra explains that Photon was the one who powered the usurpers. Wanda reasons with Thundra and explains that it was against her will. As you say, says Thundra, but their combined forces overtook Arkon. Spies told that Arkon fell to the Earthers. Are not her suspicions about the Avengers justified? This is war. Angry once again, the Black Knight tells Thundra that they bailed out Arkon in the past and they will do it again to save Photon. To herself, Firestar wonders why Captain America keeps letting the Black Knight shoot his mouth off like this. The guy is clearly a lost cannon and someone else my get hurt like Justice.
At that moment at Avengers Mansion, Jarvis enters Justice’s room to serve him a midnight snack but finds the room empty and the window open.
Outside the ruins of the A.I.M. building, Justice leans against a fence, covered in sweat. He wonders what he is doing. He has pushed himself to the edge just getting to the fight. He remembers how Firestar told him to fight back the idea that he does not belong. He is an Avenger and his team needs him. He has to help turn the tide of the battle. Just after he closes his eyes for a second…
In the midst of battle, Giant-Man grows to a size that he has never grown to before. Worried, Jan tells him that the strain will be too great, but Hank reassures her that he will be fun, because he just needs the extra height to smash the leftover Quinjet into the Doomsday Man, which he does. Giant-Man shrinks down and Warbird explains that the Doomsday Man in indestructible and he can also teleport. Giant-Man deduces that the creature cannot teleport without a large amount of electricity and, as for his energy beams, they can only assume that he has to recharge between each shot fired.
Alone, Iron Man asks if he can get a little backup. Wasp flies to Iron Man’s side and whispers something into his ear and Warbird goes near the Doomsday Man. Iron Man then asks Jan if he is the one that gets to test Hank’s new theory. The Doomsday Man charges at Giant-Man and tells Carol that her friends will fall one by one. He is almost hits Giant-Man but, at the last second, Hank shrinks down.
Warbird taunts the robot and tells him that he is no Kree Warrior. Giant-Man shrinks to ant-size and flies in his ship towards Jan. He explains that he needs a way inside the Doomsday Man. Wasp follows Giant-Man’s direction and realizes that there is probably an opening when he shoots his energy beam. Doomsday Man grabs Warbird by her cape and blasts away Iron Man with an energy beam from his mouth. Wasp flies inside the creature through its mouth but cannot find any other openings. She shoots stings, but her attack ricochets throughout the mouth. Hank orders Jan out from the Doomsday Man.
Giant-Man lands on the creature’s neck and spots gaps between the overlapping plates that form the neck. He squeezes through and discovers that the Doomsday Man is sucking in cool air through its neck and into several fins inside. Hank squeezes in between two fins and sees if he can grow while inside. The fins start to close to seal him out, but Hank is able to stop them from closing any further. However, he is now stuck. Giant-Man calls Wasp and tells her that his pager-ship has explosives on board.
Justice crawls into the battlefield and is unnoticed by the Doomsday Man. Giant-Man calls the ship to the creatures neck, but orders Jan to retrieve the explosives. The creature sees the ship and destroys it. Justice, who has a searing headache, uses his telekinesis to his the Doomsday Man in the head. Wasp sees Justice and is horrified. She screams that he must stay out of the creature’s reach.
Moving at lightning speed, the Doomsday Man smashes his fist into Justice’s left leg, while also letting go of Warbird. Wasp grows back to normal and finds Justice in pain, as he realizes his leg has an open fracture. Warbird and Iron Man attack the creature again more violently and Wasp calls out that Hank is still inside. Weakly, Justice asks where Hank is.
Warbird grabs Doomsday Man’s neck and tells Justice not to even think about it. Iron Man covers the creature’s eyes and tells Carol to hurry up before it unleashes another energy beam. Suddenly, Justice sends a telekinetic bolt in between the plates of the Doomsday Man’s neck. Taking the opportunity, Giant-Man escapes. Wasp tells Justice to stop, now that Hank is safe, but the young man tells Jan that he can finish off the creature now that he is inside. He just needs to know what to do. Giant-Man grows back to normal and orders Justice to expand is telekinetic field to fill up the creature and then to expand it. Justice strains under the pressure as he does so but, seconds later, he succeeds and the Doomsday Man explodes.
The Avengers walk over to the remains of the creature and Iron Man tells the others that he has called for an ambulance. Suddenly, the Avenger realize that there is a man inside the remains of the Doomsday Man. Giant-Man orders Iron Man and Warbird not to move him, as he suspects those wires and circuits connected to him are keeping him alive. The man inside tells Carol that he psyche-magnitron’s power module altered his genetic makeup, but it also bonded him to the Doomsday Man. Warbird then realizes that the man is Kerwin Korman, the Destructor. Korman continues his story and explains that A.I.M. found him and, under the watchful Modok, they rebuilt him and the machine as one entity. His Kree enhanced cells powered the robot but Modok lost interest and he was warehoused until he was needed. Korman apologizes to Warbird, for the Doomsday Man sought her out as a replacement.
The ambulance arrives and Justice is loaded into the back. Iron Man tells him that he should have followed Doctor Foster’s orders. Jokingly, Wasp tells Iron Man to end the hypocrisy and to give Justice something to live for. Surprised, Iron Man then tells Justice that he showed real courage. Giant-Man tells Iron Man that Justice won the whole game. The EMS worker tells the Avengers to save their breath, for Justice is pumped up with so many pain meds that he cannot hear a word they are saying.
In Polemachus, the Wrecker sits in Arkon’s throne and is elated to see that Piledriver and the others have captured and chained Captain America. The Wrecker tells Cap that he is in charge now and plans on making an example out of him.