Special liaison of S.H.I.E.L.D., Henry Peter Gyrich is outraged at the news of Thor joining the Avengers team. He dislikes Captain America admitting people without his notice, and plans to talk with Nick Fury.
Elsewhere, on the Avengers Island, Manhattan, Dr. Henry Pym is testing Thor’s strength. He is put under an enormous weight. Vision is testing the chemical composition of Thor’s hammer. Ultron has upgraded himself and shows off his developments. Thor hurls away the weight and relieves himself.
Janet Van Dyne, Hellcat and Wanda go shopping. They are looking at dresses, when suddenly, people run down the street, saying that they have been invaded. Wanda and Hellcat go to check it out.
Elsewhere, Swordsman and Hawkeye practice their skills. They go to Henry’s lab, where Captain America talks with Nick Fury. Fury tells them that an enormous spaceship has entered the airspace over the town and they should check it out. He also briefs them that Scarlet Witch and Hellcat are already in action.
Wanda and Hellcat are the first victims. The invader secures them inside a forcefield. As the other Avengers arrive, he introduces himself as “Kang the Conqueror”. They proceed to attack.
In Limbo, Loki speaks with the Enchantress. He agrees to the conditions given by her, saying that he will spare Wanda’s life, but will take the others’, once they return to Earth. The Enchantress casts a spell.
Back at Salem, Massachusetts, Agatha feels the arrival of Loki and Enchantress. She knows that both of them will spell trouble for Wanda.
The Avengers strike most furiously, yet they fail to defeat Kang. Swordsman distracts him and gets off a lucky shot. Hawkeye tries to pry open the forcefield surrounding Wanda and Hellcat. Even Thor’s godlike powers fail to scratch Kang. The Vision tries to phase through Kang, but that’s when, Kang orders his ship to open fire. A single blast from above them wipes out the whole area. Only Thor and Kang remain. Thor strikes a final blow, before another tractor beam drags him up into Kang’s ship.
Nick Fury sees all of the action and asks his subordinates to call upon the Fantastic Four.
Back inside his ship, Kang looks around his most recent collections. He has Captain America’s shield, Thor’s Mjolnir, Hawkeye’s bow, Swordsman’s katanas and the Vision. He has also put the Avengers inside tubes. All of this, he has done for his beloved companion, Mantis.