Latveria, where a Doombot's computer system indicates that the current task is a Contest of Champions video conference which is to begin in five minutes, but three students are missing – Demona, Pan and Morg. The Doombot locates Demona sitting on the edge of one of the towers. The Doombot's notes indicate that Demona is a half-demon, half-teenage female currently struggling against her evil nature, and her abilities include all those of a Class 2 Demon including fire manipulation, and she is best known for being the daughter of the Son of Satan, but she is unpopular for due to the hideous smell of brimstone that clings to her body. 'Okay, okay, you ridiculous Doombot. Get off my butt. I was just getting ready to head to the big meeting' Demona mutters. 'Are you following me? I'm going!' Demon snaps as she walks down the tower stairs, turning to see the Doombot is behind her.
At the same moment, Pan opens a door on the staircase, and casually whistling, he doesn't appear to see the Doombot, whose monitor states that Pan was born a goat / human hybrid and is developing manipulation abilities that border on a psychic master of manipulation, one step removed from actual mind control. The shirtless Pan turns and grins, 'Oh, hey sexy robot! I know, I know, I'm on my way, big meeting, I got it!' Pan blows a kiss to a blonde-haired girl who walks out of the door, 'Thanks, Pan, baby. Call me -' she calls out, while the Doombot notes that Pan's testosterone and pheromone levels are off the chart. The Doombot starts to call wireless castle security to remove the female non-student from the premises. 'Oh my God. What are you?' the blonde woman gasps as she sees the Doombot.
Shortly, the Doombot spies target number three – a pale-skinned, white coat wearing blond man, who, hands on hips exclaims 'Ugh. You damn tin cans are everywhere! And what's with the hair? It's kinda disturbing. I know they changed you guys so we'd be more likely to accept you as instructors... but your new look is really disturbing. And that's saying something at this school' Morg scowls. The Doombot notes that Morg is a standard Class-2 Vampire, a pathological liar and has yet to be accepted by any of the other students. The Doombot decides that integration with the student body is unlikely, and adds that Morg often claims to be the son of the infamous vampire Morbius – however the claim is false. Morg turns to the Doombot as he opens a door and asks 'You gonna follow me all the way to class, Bottie? Feel free'. He then tells the Doombot to stay away from him, or he he will inform his Dad about this.
Morg enters a lecture theatre where more Doombots – female versions wearing green dresses with blonde hair, stand – or float – about. Several monstrous students can be seen seated around the theatre, while Baron Blood stands on a podium in the center of the room and flags depicting Doom and the words “OBEY” hang from the ceiling. Baron Blood thanks everyone for attending this momentous occasion as they announce the first annnual Contest of Champions. He explains that this will be their chance too shame the other schools and show their ultimate superiority, to announce their presence on a grand scale, to unveil the greatest school of all time – the Latverian School of Science! Baron Blood informs the students that in a few moments they will video conference with their competitors – Avengers Academy, Jean Grey School – he doesn't get to continue, as the monitor that one of the Doombots is attempting to link-up the video conference, but only fuzzy static appears. 'Doombot? What's going on with our feed?' Baron Blood enquires. The Doombot reports that there seems to be interference from an unknown source, when suddenly, there is a rumbling from above, and the roof breaks open as several blasts are fired into the lecture theatre.
Strange gray-skinned humanoid beings with brown armor drop into the theatre and start to decimate the students and Doombots. Baron Blood hovers over them, but one of the beings turns and sends a blast of energy straight at him. Pan, Morg, Demona, a student wrapped up like a mummy are all gathered together as one of the surviving Doombots tells them that exit protocol Z is in effect, and that they are to proceed to panic rooms immediately!
Meanwhile, Avengers Academy, Los Angeles, California:
This school is also under attack by similar gray-skinned beings. She-Hulk throws Wolverine into the air, while the Jean Grey School student called Sprite finds herself in the grasp of one of the large opponents. Suddenly, the attacker goes wide-eyed, as Wolverine has landed on its shoulders and shoved his claws through the creature's head. 'Fly, kid!' Wolverine tells Sprite. Meggan Braddock—Puceanu battles one of the gray creatures, while She-Hulk slams her fist into another, and Hank Pym increases his size to a massive height. As the instructors of various schools battle the enemy, the fight is observed by Kid Omega of the Jean Grey School and a teenage boy in a red sweater. 'There he goes again. What a berserker. “Watch out! I growl and drink obscure Canadian beer”!' Quentin exclaims mocking Wolverine. He continues with the mocking tone and remarks that Wolverine may have saved Sprite, but that his schtick is so tired. 'A short, hairy cliché'.
'Look at them all. You see anything there that we couldn't do half as slow and twice as cool?' Quentin asks, while Pym instructs all of the students to fall back to the main hall. ''Look at the “big man. Pym. That guy is running scared'. Hank uses his increased form to block the students running back to the building from any weapons fire. 'To the panic room immediately! This is not your fault!' he shouts. 'You see what they're doing, right? Minimizing us. Putting us back in our cages' Quentin declares. “Go to your room” he quotes. The boy in the red sweater turns to Quuentin and asks him if he can stop with the running commentary, while nearby, Genesis can be seen helping the three evolved Moloids to safety. 'Yep, the battle is coming to us, Crimson...uh...what's your name again?' Quentin tells the other young man. 'You can run or you can grow the hell up' Quentin adds. 'Look at She-Hulk whale on that guy! My God! She is a savage!' Quentin declares. 'Um...um...' Crimson begins. 'What did she just do?' Quentin exclaims as something is tossed into the air and starts to drop towards them. 'What's that?' Crimson asks nervously.
'What is -' one of the boys begins as a large dismembered arm lands with a thump next to them as they stand against a wall. 'That... that's actually kind of...' Quentin begins, while Crimson looks at the large arm, wide-eyed. Hank beckons the two of them to get over to him. 'Oh, all right' Quentin mutters. 'We better get -' Crimson begins, smiling as he manifests wings – but suddenly, another of the enemy appears and slams a large weapon into Crimson – literally splattering him into the wall. 'Oh...' Quentin utters. 'I'm...' Quentin begins as the monster raises the weapon in preparation to bring it down on Quentin – but Finesse leaps at the monster and cracks its armor. 'Retreat, you moron!' she tells Quentin, before energy crackles around the monster, courtesy of Striker. 'Get him to the panic room before he gets us all killed!' Striker shouts. Sprite swoops down and grabs Quentin, taking him into the air with her, she tells him that she thought he was supposed to be some super-strong TK guy, or something, and that he needs to start using that head of his. 'I – I didn't even know that guy's real name...' Quentin utters as he looks back to the ground. Sprite looks down and asks 'Is that Meggan down there? Wjat did she gturn into? One of those monsters?' to which Quentin replies 'Look at her...she definitely turned into a boy-version of those things... gross...'.
She-Hulk stands in front of one of the monsters, 'I don't know what hell you creatures crawled out of... but you are all going BACK!' she shouts as she slams her fist into the creature, knocking it back. The massive Hank Pym slams his fist down amongst the battlefield,while inside the compound, She-Hulk and Wolverine stand by Quentin, as Meggan looks back out over the battlefield. Wolverine tells Quentin that he knows what he is thinking, but that this isn't his time. 'You saw what they did to that kid. This ain't no Danger Room and you guys aren't ready'. Quentin asks Wolverine what he is telling him this for, to which Wolverine explains that the other kids are going to need someone to look up to – someone powerful who won't mess their diaper if things go from bad to worse. 'We have to get back to all the other schools. There's still kids out there that are gonna need protecting' Wolverine states. 'Yeah. Sure' Quentin replies.
Soon, the students are traveling inside a Kree-spec hardened cargo / personnel elevator, downwards from the main compound building deep into the earth. Pym contacts them via communicator, and explains that they are receiving this message because the instructors deemed it necessary to deposit them in the Avengers Academy panic room, and until they can identify and control the threat, they must remain there. He adds that they are observing protocols already put in place for just such a situation and they will remain at the Academy until safe air travel can be arranged. Pym tells the students that they may be wondering where their respective professors will be, and states that protocol dictates that each professor will return to their school to protect the students left unattended, and assures them that they will receive word once they have eliminated the threat. 'In the meantime, stay put and stay safe' Pym's message concludes.
The elevator shaft comes to a stop, and on it, the Moloids, Striker, Genesis, Loch, Box, Sprite, Lightspeed, Shark Girl, Bentley, Quentin and Finesse examine their surroundings. 'So they're just locking us up until the fighting's over?' Striker asks. 'What the hell are we even going to school for if not for this?' Roger Bochs Jr asks from inside his Box armor. Shark Girl asks if this means th contest is cancelled, while Quentin folds his arms and declares 'This sucks', and Finesse asks about the other schools. 'I bet they're not locked up' she mutters.
In Mumbai at the Pan-Asian School for the Unusually Gifted, where faculty members Jimmy Woo and Sanjar Javeed are battling similar monsters. Javeed asks if the panic room is away, and Jimmy confirms that it is, adding that he initiated the launch sequence. At that moment, from inside the large egg-shaped school building, a globe-like vessel rises, while enemy ships dart about the airspace around it. Jimmy adds that in a minute, the cloaking mechanisms will kick in and they will be safely in low orbit over the Earth – and invisible. The plan works, and inside the globe-shaped vessel, Gang, Pom Pom and Shri are seated together.
The borderlands of Wakanda at what is left of the Wakandan School for Alternativev Studies, enemy ships fire at the school, but Shuri – the Black Panther and headmistress of the school – emerges from the flames, 'Run, children! Run to the red rock and do not look back!' she calls out to her students. She tells them that they will be reunited when this is over. Asha, Bull and Blocks arrive at the rock some distance from the school. They look back and see the smoke rise into the orange-tinted sky.
At the Latverian School, Pan, Demona and Morg have gathered with the lone female Doombot that escaped the initial assault. She tinkers with a computer and reports that the communications systems will be online in thirty seconds. 'So...this is horrible. They're just going to keep us locked up in here? I had big plans this weekend' Pan remarks. Demona scowls at him, 'Pan...really? The school just got destroyed. Can you keep it in your pants...or fur...or whatever for an afternoon?' she asks him. The doombot informs the students that she has made a connection. Morg steps forward and snaps 'Get outta the way, ro-butt. I'll do the talking'.
In the panic room at Avengers Academy, the students sit around a table, while Bentley stands on it and exclaims 'It's clear, you morons, that they weren't after the teachers. They engaged the attackers but it was clear from the way the battle progressed... they were looking for something. But what?' Quentin smirks as he declares that it definitely wasn't a pint-sized Einstein wannabe. 'Leave him alone' Box tells Quentin, who turns to the armored student and exclaims 'And who are you again? Box? Yeah... kind of unfortunate code name, don't you think?' 'I don't -' Box begins to reply, but the Moloids start to speak, reporting that the battle is nearly over, that it is nice down here – dark and cool, but not damp.
There is a rumbling, and part of the ceiling above appears to buckle, unnoticed by the students. Striker states that he thinks they should just sit it out. 'You saw what happened to Crimson up there. How many kids did we lose?' he asks. Sprite declares that she is not going back up there. 'Mr Pym said -' she begins, when suddnely, static on the monitors in the panic room light up and a voice can be heard through the static, asking if anyone is there. 'This is Morg. From the Latverian school. Is anyone there?' Morg's voice can be heard. The students gather around the monitors and Genesis reports that this is the Avengers Academy, that they are waiting in the panic room for the fight to be over. Morg, Demona and the female Doombot can be seen on screen as the static fades, and Morg informs the other students that they are not sticking around, as their school is pretty much wrecked, and their professors are taking on the main thrusts with Dr Doom, so they are not sticking around. 'If we've had this much trouble, the other schools probably did too' Morg points out, asking if they have hard from any of them. Genesis explains that they got a quick message from Atlantis, and that it looked ruined. 'Is that a Doombot? A girl Doombot?' Striker enquires.
Morg asks the students gathered at Avengers Acadamy what they are waiting for. 'Get the hell out of there and let's get some of these fools. Meet us...' he begins, 'Where?' Genesis interrupts. 'In Atlantis... or whatever's left of it' as he, Pan, Demona and the Doombot break free from the school.