After Red Skull steals Tony's armor & declares himself the Iron Skull, M.O.D.O.K. unleashes a plan to turn the Avengers on each other and then New York.
The rookie Falcon stands alone to save his team and stop a full scale invasion of Earth after the Avengers fall victim to the body-swapping Space Phantoms.
Hawkeye and Black Widow take on a covert S.H.I.E.L.D. mission to bring in the son of a super-villain, but when he is revealed to have a world-bending weapon, they realize keeping their mission a secret may be a fatal mistake.
Doctor Doom takes command of the Asgardian Destroyer armor and Thor has to convince the team to trust the one person who may be able to stop him, Loki.
Iron Man and Captain America disguise themselves as villains to infiltrate Red Skull's Cabal, but when their disagreements over strategy cause their cover to get blown, they're forced to take on the entire Cabal alone.
When Hawkeye discovers Hulk crashing to Earth w/ a message of doom, the Avengers must reconstruct his previous 24 hours to find out what the danger is.