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.
Odin comes to the Avengers Tower demanding his son cease his "fun" on Earth and return to Asgard. Thor promises that if he can't prove the good he does on Earth he'll return home forever.
The Avengers and the Cabal have a huge confrontation that leaves the team forever changed. Tony also learns that "the stats" can't be trusted every time - there's no substitute for human intuition.
When Galactus attacks Earth, Iron Man is able to lead him to another planet but discovers that it is populated and under the protection of the Guardians of the Galaxy.
While Iron Man and Ant Man are trying to stabilize particles that can shrink or grow matter, Falcon gives them terrible news - his mom is coming to visit, and she has no idea he's an Avenger.
Iron Man's confidence is shaken after he inadvertently puts Falcon in harm's way. When the Cabal pulls the trigger on its final plan, Tony has to put aside his personal dilemma and be the leader he was born to be.
With the Tesseract now in the hands of the Cosmic Skull, the world is in catastrophic peril. Iron Man realizes teaming up with the rest of the Cabal might be their only chance for victory.