Onslaught has taken over Iron Man – and the only thing he wants to use it for… is the death of Captain America. Immediately, he opens fire with repulsor blasts at his foe, however the legendary warrior from World War II deftly blocks them with his shield. As he races for cover, he calls to Tony, hoping that his voice will bring Tony back to his senses. Cap tells Tony that he’s got protocols to shut his armor down. Cap shouts at Tony that, if he can hear him, he has to fight Onslaught. He’ll have to shut it down… or he’ll shut him down himself!
In demonstration, Cap jumps behind Iron Man and gets him in a headlock. However, Onslaught mocks that he has already destroyed the Hulk and Thor, so he doesn’t really see how Cap could possibly defeat him. He quickly turns around and punches Cap into his face, shouting that, with Cap’s annihilation, every hope the so-called heroes have will die. He fires another blast at Cap, who blocks it once more with the shield.
Annoyed, Onslaught asks Cap how long he can stand when his shield eventually cracks. When his only hope for survival shatters? To this, Cap explains that his shield was given to him by the United States government. It represents a kind of American ingenuity Onslaught could never understand. However, maybe if he gives him a closer look… With that, Cap throws his shield at Onslaught’s head, but misses. Onslaught calls Cap a fool for throwing his only weapon away. But, he doesn’t realize that was Cap’s plan all along. The shield ricochets back, hitting Onslaught in the back of the head!
Onslaught falls on his knees, the Iron Man armor already initiating internal repairs. Picking up his shield, Cap tells Onslaught that he came to them thinking they were weak. As he then begins to use the shield as a weapon, repeatedly hitting Onslaught’s armor, he says that, through the years, he has met dozens of maniacs like Onslaught. All were working with the same misguided notion, thinking that by capturing minds, hearts would follow.
As Iron Man’s armor internally warns Onslaught that only a few seconds remain until the armor’s systems fail, Cap finishes his assault, towering over the fallen Onslaught. He concludes that Onslaught will never have their hearts. And until he’ll understand that, Cap follows, Onslaught can never defeat them. And now, he wants Onslaught out of Iron Man’s head. Onslaught refuses, correcting Cap that he has as much to learn about him as he does about humanity. He will not be denied, Onslaught shouts, as he blasts Cap with a repulsor blast, following it with a punch to the face.
The battle that ensures is the kind they put in history books. Hero against hero. The kind of battle that no one wins. In fact, the with the last blow landed, both Captain America and Iron Man are knocked out, both sprawled unconscious on the battlefield. The only one left… is Onslaught himself! Finally emerging from Iron Man’s body, Onslaught throws his arms victoriously into the air. “Is there no one on this planet who will challenge me?” he shouts maniacally.
Nearby, Hawkeye crouches on an overturned automobile, an arrow notched in his bow. Holding back the arrow, Hawkeye tries to reach Cap through his communicator, explaining that he found out a few things about Onslaught. And… Hawkeye fears, it doesn’t look good. Not by any conventional means. They’re going to have to do something… and Hawkeye thinks Cap will have to consider stepping over the line. He also tells Cap, speaking from experience… once somebody steps over that line, that person and the Onslaught monster will be on the same side. Lowering the arrow and placing the bow down, Hawkeye takes off his mask.
Meanwhile, at the Baxter Building…
Home of the Fantastic Four…
Reed desperately tries to revive Doctor Donald Blake. The Thing still finds it hard to believe that this ordinary looking guy is somehow the mighty Thor. Johnny doesn’t get it either, but that’s what Iron Man told him when he found Blake floating up in space. He wonders if someone can really kill a god. Reed politely asks Ben and Johnny to be quiet. If this man is indeed Thor, then as the god of thunder, a massive jolt of electricity or lightning may save his life. Reed puts two devices together that emit the electricity and shocks Blake with them. However nothing happens.
Still, Reed refuses to give up. He could increase the gigawatts to flux capacitor to 1.21. “Yes, you could,” interrupts Namor of Atlantis, “if Reed’s objective were to kill Thor.” Still wet from the water, Namor holds in his hand a wooden stick. He explains to Richards that Donald Blake needs to simply hold this simple walking stick, and strike it to the ground, to shed his mortal coil. Only then will Thor return to them. When Johnny asks how Namor could know that, an increasingly angry Namor explains that they in Atlantis do not share the surface world’s disbelief in gods and monsters. Now, he concludes, they can debate this further… or they can save Thor’s life!
Loki and his followed – the Enchantress, Executioner, Scarlet Witch and Ultron – have slipped through the mansion’s security systems and have cornered Bucky and Franklin. Grinning maniacally, Loki reveals to them that Thor his dead, and that his half-brother now resides in Valhalla, embraced by the goddess Hela. The monster known as Onslaught is the murderer. And for such an act, he grins, he will be destroyed.
Bucky doesn’t quit buy what Loki says. For one, she doesn’t believe that Thor is dead. And secondly, she doesn’t know what Loki is really up to, but she knows that people call him the god of mischief. At this, the Executioner becomes angry with Bucky, asking if she darest speak thusly to a god. As Bucky asks if “thusly” is even a word, all assembled are being watched from the floor above by an invisible Sue Storm. When she hears the tiny Ant-Man inform her that everybody is in position, she thanks him and tells him to wait for her signal.
Down below, Wonder Man joins his companions and informs them that he took care of the butler. But, he also discovered that they are not alone. As Loki asks what he means by that, the Vision phases through the walls and thrusts his hand through Wonder Man’s chest, causing him to scream in pain. Above, Sue announces that that was the cue and orders everyone to go. Already straddling a flying insect, Ant-Man leads others into action. As he does this, Sue casts two force fields over the heads of the Scarlet Witch and the Enchantress, wondering aloud to them if they can cast spells without any air. Even as this happens, Ant-Man’s armada of flying bugs attack the Executioner, who swats vainly at them.
Adding to his problems, Loki panics as, suddenly, Bucky and Franklin disappear. Bucky doesn’t understand it either because they are standing right in front of Loki and somehow he can’t see them. Franklin understands what’s going on: it’s his mom standing behind them, using her powers to make them invisible.
Meanwhile, Ultron is fighting Vision, blow against blow, mocking that the prodigal son has returned. He asks Vision if he truly believes he can kill his father. Vision proudly answers he may be many things, but he will never be Ultron’s son!
Nearby, Loki uses magic spells blindly throughout the entire room, shouting at the children that they cannot hide from him. Raising a forcefield, Sue tells Loki that they are under her protection now… and she wants him out of this house!
Meanwhile, Ant-Man has flown into the Executioner’s ear, where he places a small bomb. As he then flies to safety, the bomb explodes, accompanied by that of another in the other ear. As the Executioner reels in pain, Ant-Man grimaces that he loves it when a plan comes together.
Below, the Vision fires his optic beams at Ultron, instructing Susan to take the children out of here. As Ultron then falls next to the unconscious Enchantress and Scarlet Witch, Loki then uses his powers to wake the witches up. The plan works and the two awaken with a start. The Enchantress compliments their foes’ wisdom in removing them from the battlefield so quickly, but swears they will now pay for their brazenness. Wanda doesn’t really care: all she wants is for it to rain down chaos!
Their first target is Ant-Man, who reels in pain and begins to grow in size. However, he does not stop at his normal size, continuing to grow until he bursts not only through his costume-armor, but the entire house. He eventually looses consciousness and collapses on the mansion.
“Thus endeth the lesson,” Loki laughs at what remains – a demolished mansion and all his foes unconscious. Now with Sue knocked out, Bucky and Franklin have become visible again. Smiling evilly, Loki proclaims to the two that he needs the child from another world. However, before he can make a move, Loki is struck in the back and to the ground by Mjolnir – thrown by the hand of the mighty Thor. Back among the living, Thor has brought allies: the rest of the Fantastic Four and Namor. “Stand down, half-brother,” a determined Thor warns. Or the next time he knocks Loki to the ground, it will be to his grave.
Wiping blood from his mouth, Loki reveals to Thor that the fates themselves have spoken to him. They told him that if Onslaught is not stopped here and now on Midgard, the universe, “nay,” Loki corrects himself, even Asgard… will fall to the monster. Thor informs the “prince of lies” that he isn’t telling them something they don’t already know. To this, Loki instructs Thor to then ask the mortal Reed Richards. For this universe to survive… the boy – Franklin – must die!
Turning to Richards, Thor tells Reed to counter Loki’s loathsome lie. However, Reed counters that he hasn’t completed all of his calculations. Thor again asks Reed to deny his half-brother, but Reed replies simply t hat he can’t. Moved to tears, he haltingly admits that he… must agree with Loki! Wide-eyed and mouths gaping in horror, both Franklin and Bucky cannot believe their ears.