Russia. The battle is still going on. Only this time, the space station has itself joined the fight. As it rains down fire upon the heroes, Black Widow and the Winter Guard continue to fight Mandarin’s forces. This is when the Avengers enter the battlefield. Captain America deploys his soldiers around the area and asks Scarlet Witch to summon Wonder Man back from the dead. As she does it, Cap instructs Wonder Man and some other superheroes to break into the Mandarin’s ship.
Inside the ship, Mandarin has Tony unmasked, and secured in place with metal bonds. He rouses Tony from his coma. Tony asks him how he escaped death. Mandarin answers that the last time they clashed, Mandarin was trying to control the mystic Heart of Darkness. But Tony infected him with techno organic virus, which caused the Heart to reject him. Mandarin thought that he himself had died, but found himself in the position of a lowly janitor inside the Stark Industries. Now that his memories have returned, Mandarin wants to take back China to imperial days, an era of ruthless domination and slavery. Tony asks him why he has chosen Russia. Mandarin says that it will serve as his power base and also ruling the country would be fitting. Tony thinks what might be Mandarin’s real motive, but fails to get it.
Elsewhere, Madame Masque works inside her command centre when she is most rudely interrupted. A woman points a gun at her and shoots her at point blank range. As Masque falls, the assailant picks up her face plate and dons it herself.
Back in Russia, the battle rages in full force. Below, on the battlefield, Captain America and some of the Winter Guards carry on their attacks on the armed vehicles, while above them, other Avengers and Winter Guards assault the mothership. Most of the Avengers’ attacks fail to blemish the ship. Even phasing superheroes don’t fare good against the ship’s defense systems. Vostok, Winter Guard android, is hit by a blast, but before he falls, he reports that Mandarin has Iron Man as his captive.
Inside, Tony continues to listen to the Mandarin’s quest for glory. He looks down at his foot and suddenly realizes that the components of the ship were being built by the kidnapped scientists earlier. Tony realizes that Mandarin had disconnected his armor’s cybernetic systems and filled the room with humid air to keep him slow and stupid. He distracts Mandarin for a second and brings his armor back online.
Tony breaks out of his captivity and charges at Mandarin. Mandarin attacks him with missiles, but they fall before Tony’s repulsors. Tony smashes through the ceiling and flies down an equipment conduit. Mandarin continues his assault via his ship’s partially sentient systems. Very soon, Tony reaches the ship’s power source, the core. As three mechanoids block his path, Tony fires his repulsors, hitting the core directly.
The ship starts disintegrating. Tony heads back to the control room. Mandarin stands before him and calls him a worthy foe. Then he opens a hatch to let Tony out of the ship and himself vanishes within the flames. A blast knocks Tony out of the ship. And then, the huge ship falls to the ground.
Later, as the Russians search for Mandarin’s body, Tony mumbles that even if they find one, Mandarin will be back before they know it. Natasha comes forward and Tony slumps to the ground, unconscious.