The heroes and villains all continue their battle. Elektra slams her sword against the throat of Iron Man, who tries to push it away. As the Black Cat and Lady Deathstrike slash their claws against one another, Wolverine and Spider-Woman try to dodge Sunfire’s flame attacks. Meanwhile, Spider-Man and the Torch team up against a sword-slashing Silver Samurai.
The Samurai tries to hit the Torch with his sword, but she protects herself using a force-field created out of flames. The Samurai remains unimpressed, though, and mocks that the Torch’s powers are nothing compared to those of Sunfire, whom the Samurai has defeated countless times in battle. Spider-Man tells the Torch that he’ll take care of the Samurai, but the warning comes too late. Torch was already heating up to fire a blast, and fires it against the Samurai. The Samurai ducks and the blast hits the wall Spider-Man was hanging on, but he luckily manages to jump to safety. The Samurai decides to take advantage of the confusion and manages to hit both Spider-Man and the Torch against a wall, worrying MJ.
Sunfire explains to the rookie hero that Spider-Clan members never get to lose their focus in battle. But, Shiro mocks, he will always make sure that the Spider-Clan members will burn! He fires a powerful blast at MJ, who is too scared to run away. Wolverine notices and catches the blast. He gets hit and falls down on the ground, and has some burns over his entire body. MJ is stunned by Logan’s actions and wonders why he did this. Logan smirks that he likes his redheads hot... not well done!
Lady Deathstrike, on the other hand, is glad to face Felicia, noticing Felicia doesn’t seem to get so fast distracted as her teammates. Felicia has seen the burns Wolverine took, and tells Yuriko that from what she has heard about the man, she thinks Logan will be just fine. Yuriko agrees, but won’t let the same happen to Felicia. The two combatants attack each other, and Felicia rips her claws through Deathstrike’s chest, causing Yuriko’s black blood to spurt everywhere across the room! Felicia mocks Deathstrike she should have added a little red to her cheeks. At first, Felicia doesn’t understand what Deathstrike means by that, but she then looks at Yuriko’s hair and...! On that instant, Felicia collapses on the ground! Lady Deathstrike triumphs.
Iron Man tells Elektra to put her opener away, as he won’t allow her to get into his tin can. Elektra withdraws her swords, surprising Tony. Elektra explains she’s just moving out of the way to try out something a little more... shocking. Hand ninjas attack Iron Man and place green devices all over his battle armor, which unleash powerful electrical shocks on him! As Tony drops on his knees, Elektra wonders whoever said boys get all the toys, and kicks Tony in his face, defeating him.
As the Samurai manages to easily defeat MJ, both he, Sunfire and Deathstrike drag their defeated enemies to Elektra. She knew they wouldn’t have any problems with this. The Samurai smiles these heroes fell as easily as the others. Yuriko doesn’t think the battle is over until these foes are dead as well. A mysterious person appears from the shadows, noticing that Deathstrike is always ready to live up to her name. Spider-Man tries to get up, but Yuriko kicks Spidey on his head, taking him out again. The mysterious figure adds that these heroes will be killed in due time. She wants the heroes to know who killed them!
Outside the villain’s headquarters...
Warbird, wearing an Army uniform, is busy climbing up the mountain entrance of the headquarters. She knows the hero murderers are in there. She can feel them with those new powers of hers. She feels like she’s being drawn back to the source. She reaches the top and jumps inside. Next, she crawls dawn a shaft and thinks this is something like “the prodigal daughter returning.” But she’s confident the villains are going to regret they let her live. Once below, Carol stares through a small window, and gasps when she sees all the defeated heroes surrounded by the triumphant villains.
Despite having new powers, Carol still thinks she’s going to need a little more firepower for this. She finds an exit from the shaft and jumps down it. There, she finds a trophy room, in which the villains stored some uniforms and weaponry of all the heroes they killed! Carol recognizes some of this stuff, and stares at it. Unfortunately, she doesn’t see Elektra sneaking up on her from behind, and the deadly ninja hits Carol on the back of her head!
Surprisingly enough, Carol is unharmed, meaning she’s invulnerable, too. She grabs a guitar and hits Elektra with it. Elektra drops through a glass, and Carol is ready to finish her off. Elektra sees the helmet Daredevil used to wear and cries over the loss of her former lover, realizing what she has done. Carol picks up a sword, and literally slices Elektra’s body in half! Before dying, Elektra thanks Carol for the gesture. Carol smiles that those swords sure come in handy in a fight, but she finds something that will make a statement: the uniform and shield of Captain America!
Meanwhile, Lady Deathstrike wants to start killing the heroes and wants to start with MJ first. MJ’s still unconcious and Yuriko tries to wake her up, and slaps MJ hard in the face. Spidey tries to stop Deathstrike from hitting MJ but, as MJ wakes up, she tells Peter not to do anything foolish, as too much blood has been spilled already. Wolverine is fully recovered as well and jokes he’s starting to like MJ more and more now that she’s said that. MJ is glad to see Logan okay, who mentions he is but he’s still not strong enough to brake the bounds around his hands. Iron Man tells Logan not to bother to try, as he discovered their chains are state-of-the-art power inhibitors. And the villains nailed him with a handheld EMP mine, which hasn’t even gone into sanctioned production yet. In that case, Wolverine wonders who’s in bed with the Hand.
A familiar sounding voice states that would be here... Sharon Carter?! Tony can’t believe it. Sharon’s the head of SHIELD and told him his team has the same “surveillance systems she has.” And that SHIELD would naturally have access to the same weaponry as well. Given Sharon’s refusal to help the heroes during the attacks, Tony now realizes he should have seen this one coming.
Sharon reminds Tony it’s true when people say they have to watch their back, but, she laughs, it must be harder when you don’t have one! The truth is, Sharon adds, Nick Fury hated all the heroes, too. He couldn’t stand playing second fiddle: watching the heroes fly in, save the day and take all the glory. He just never had the stones to go out there and do something about it. So, once Fury was out of the picture, and SHIELD fell under Sharon’s control, everything she needed to wipe the heroes out fell right into her lap. With all of Weapon X’s data at her fingertips, creating a virus to neutralize the mutants was almost child’s play.
Wolverine angrily swears he’ll kill Sharon for this. Sharon explains SHIELD started going after the villains next, as they knew no one would miss them. One would probably just think the villains would kill each other. The coup de grace came when they discovered Fury’s personal files, which contained the secret identities of almost every hero on the planet. Then it was simply seek and destroy! And, Sharon triumphs, how thoughtful it was of the last “rebels” to waltz right in here and save her the trouble of coming after them.
Spider-Man asks Sharon, if she’s the big reveal, the mysterious villain behind all this, he wonders if he’s the only one who thinks that’s lame. He means, who wants to die at the hands of some chick in a skirt-suit like Sharon. He wonders if they at least can’t call Dr. Doom and see if she’s free. Sharon sees that Peter is witty until the end, and suggests she tries to see if she can do something to make him feel more comfortable about the situation. Sharon takes off Spidey’s mask... and kisses him! With now both MJ and Felicia mad at her, Felicia jokes that Dr. Doom wouldn’t have used tongue to give a last kiss before dying. She shouts at the Silver Samurai to start with the bug, but he has to kill all of the heroes!
“It would be my pleasure,” the Samurai grins. Stark shouts at Sharon she won’t get away with this, but she isn’t impressed by that remark. She speeches that a new day is dawning and that Stark won’t live to see it. The Samurai walks towards Spider-Man and swings his sword close to his head. Spidey wonders if there’s not a chance he could try to bribe the Samurai, but he ignores it. The Silver Samurai lifts his sword up in the air, and swings it down, almost killing Spider-Man!
Luckily, the sword gets intercepted by... a female Captain America?! A sweaty Spider-Man thinks he’s looking at an angel wrapped in a flag. The Samurai starts to fight Cap, but his sword bounces off on the shield. Instead, the sword slices Wolverine’s chains loose, but ends up stuck in his arm! Carol quickly punches the Samurai away from her, who falls against Sunfire and Lady Deathstrike. Carol wants to help heal Wolverine, mentioning she has some medical field training. Wolverine smiles it’s okay, as his healing factor already took care of the wound, and he easily takes the sword out of his arm without even screaming. Logan snikts out his claws, wanting to use them to free the others.
After freeing Iron Man, he notices that the new Captain America is a lot stronger than the one he used to know. Carol smiles she’s a lot more female as well. Tony wants to know who’s under the mask. Carol introduces herself and mentions she’s part of the United States Air Force, here for some payback. Tony tries to get back up, but can’t. He explains he’s going to need a few minutes to reboot his systems, and to allow the nanobots to repair the EMP damage. Carol promises she’ll do what she can. Sunfire tries to attack the two, but Sharon blocks the fire blast using her shield and gives Stark the time he needs to recover.
Wolverine is impressed, and jokes that’s his kind of woman. Spider-Man jokes Carol is his type, too. MJ is upset hearing Logan has a thing for blondes now. Stark asks Carol if she ever met the real Captain America. An excited Carol cheers she has, and that was the proudest day of her life. Tony asks Carol if she ever saw Cap fight. Carol smiles that she’s with the military. There, they watched videos about Cap’s fighting non-stop. In that case, Tony suggests that Carol leads them into battle. Carol wonders if she can say it. Tony agrees for it.
With all the heroes appearing proudly behind her, ready to kick some serious butt, Lieutenant Carol Danvers, aka the new Captain America, proudly proclaims: “Avengers, Assemble!”