- The Avengers (First appearance)
- Graviton (Dr. Franklin Hall) (Main story and flashback)
- Wendigo (Paul Cartier) (First appearance)
- Baron Zemo (Heinrich Zemo)
- Purple Man (Zebediah Killgrave)
Races and Species:
- Iron Man Armor MK VI
- Iron Man Armor Model 8 (First appearance)
- Ant-Man's Helmet
- Pym Particles
- Ant-Man's Ants
- Ant-Man's Suit
- Fury L.M.D.
- Wasp's Suit
- S.H.I.E.L.D. Helicarrier (Main story and flashback)
10 years ago, we see Nick Fury offering Professor Franklin Hall a position in order to try and recreate Erskine's formula for Super-Soldiers. During a lab accident, Hall gains the power to control gravity. Hall angrily lashes out at the doctor and nurse when he comes too, and demands to see Fury immediately. Knockout Gas then begins pouring into the room, knocking them all out while Fury watches on.
In the present, Graviton realizes that he has been gone for a long time based on his excessive beard. He flies up out of the prison and grabs Fury, telling him he wants revenge. As he slowly begins to crush Fury, Mjolnir slams into Graviton, freeing fury. As he's falling, Wasp catches him and flies him to shore.
Somewhere over the mid-west, Iron Man loses power and crashes into a cornfield. Tony has J.A.R.V.I.S. access the armory in Chicago and the Mark VII armor begins flying to Tony via remote control.
Back at New York harbor, Ant-Man and Wasp ask Fury who that guy is, and he tells him that it's Franklin Hall. Hank recognizes the name as the physicist who disappeared after joining S.H.I.E.L.D. In the skies above, Thor begins attacking Graviton, but can't get through his shield. Graviton then hurls Thor away from him.And again Thor attempts to throw Mjolnir at Graviton but was deflected by his shield.
In Nevada, The Hulk crashes into the Vital Sign Diner with Samson. The Hulk tells the waitress to get him some soup and take care of him. The Hulk hears the voice of Banner inside him, telling him that he could help them, that he could save Thor. The if he begins to help others and save lives, people will see that The Hulk isn't a monster. The Hulk tells Banner that he wants something in return. He wants to stay as The Hulk all the time.
Above the harbor, Thor continues striking at Graviton, and the Wasp decides that she has to do something to help stop him. She shrinks down and flies out to the battle, just as Graviton increases the force of gravity on Thor, sending him to the bottom of the sea. At the bottom, Thor begins to sink into the silt with Mjolnir out of reach. Graviton then begins flying towards shore, screaming for Fury. The Wasp begins to fire her stings at him, stopping him momentarily. He sends her flying away, just as Iron Man arrives. He slams into Graviton and sends him flying into the water with a repulsor blasts. Graviton resurfaces and Tony's sensors read Graviton's energy output as comparable to a black hole. Graviton agrees, and sends Iron Man hurling into outer space.
On shore, Pym asks Fury what Graviton's upper limits are. Fury tells him that they studied him for years and as far as they can determine, he doesn't have any. Hank then presses a stud on his belt, and begins growing. He slams Graviton between his hands, but is just sent hurling away as well. As his feet are dragging on the ocean floor, it uncovers Thor, who begins clawing his way back out. Graviton finally confronts Fury, and says that he's going to destroy him, and then the city. Graviton pulls him up and begins crushing him, only to reveal that it's not Fury at all, but an L.M.D. Enraged, Graviton begins flying towards the city, and causing random destruction. He then begins exercising his power fully, and lifts the entire island of Manhattan into the air.
As Graviton is examining his handiwork, he notices Thor and just manages to block his first blow, but his second blow sends Graviton reeling. Without his support though, the entire landmass begins crashing back down. Thor flies underneath to try and slow it's decent, and manages to get it down without total destruction. Thor then frees himself from underneath, and flies back to the surface.
Out in space, Iron Man is trying to get back to the Earth but without any effect, and keeps getting further and further away. Just as Thor knocked Graviton back, his effect on Iron Man stopped, and Tony rocketed back to the planet.
Graviton is back above land, and trying to destroy it some more, when he is struck by Mjolnir again, sending him crashing into the ground. Graviton rises, and just as he's about to attack Thor, he is struck down again, but this time by Iron Man's unibeam. As Graviton is digging himself out, both Giant Man and Wasp arrive as well, telling him he should stand down. Enraged, Graviton lashes out, sending them all crashing into the surrounding buildings, pinning them there. He begins screaming about his power and that he is the strongest one there is. Just then, The Hulk arrives telling him that he shouldn't be too sure about that. Hulk then slams into Graviton and begins pounding on him relentlessly. They go flying off into the docks, and the Hulk keeps knocking Graviton around with the shockwaves of his poundings.
Graviton gets a second to compose himself, and that's all he needs. He sends the Hulk sinking into the ground, and as the other heroes try to attack, he does the same to them, pinning them all down into the ground. Graviton begins rejoicing in his own power, enraging the Hulk. The Hulk then begins to pull himself up and out, inch by inch. Each time Graviton sends him crashing down, the Hulk pulls himself up again. Giant Man shrinks down to ant size, and begins ordering all the nearby ants to attack Graviton. Graviton, noticing the power of the Hulk, begins to worry and states that nothing is that powerful. Graviton then sends all the surrounding containers at the Hulk, burying him. Just then, one of the ants stings him on the back of the neck, and the others begins swarming around him.
His concentration broken, the Hulk bursts out of the containers and slams into Graviton. The other heroes are freed now as well, and begin flying towards the battle. Graviton sends the Hulk hurling hundreds of feet in the air, and then sends the containers flying towards him. As Iron Man begins firing pulse bolts at Graviton, his concentration is broken again, and the Hulk begins falling towards the containers coming up at him. Just then, Wasp flies at his shoulder and begins blasting a pathway for him back towards Graviton. Shocked, the Hulk realizes that she's helping him, and she tells him "Yeah. Now hit 'em!" With a grin on his face, the Hulk does so gladly, slamming into Graviton and driving him deep into the ground.
Graviton sends massive tons of earth, hurling the Hulk away. As Iron Man begins attacking with his unibeam again, Graviton does the same to him. Ant-Man then heads out to the water, and diving into it, increases his size, and hurls a cargo ship crashing into Graviton. Thor, flying high above, summons his birthright, and focuses all his power through Mjolnir, striking Graviton and frying him.
Looking down at Graviton drooling on himself, Hulk asks him "Who's strongest now?". Thor tells them that they should go celebrate, when S.H.I.E.L.D. arrives. Quartermain orders them to step away from the Hulk, and that he's a fugitive from The Cube. Iron Man steps in front of his line of fire and tells him that if they want The Hulk, they'll have to go through him. The other heroes do the same, while Tony tells them that The Hulk saved them all and that he's a hero. Nick Fury steps up and orders all the S.H.I.E.L.D. agents to stand down, that they have bigger problems. He tells them that there is now seventy-four super-villains on the loose all across the country. He tells them that they should all come work for him, that together they can stop them all and make a real difference. Hank tells him no, that Graviton is his fault. S.H.I.E.L.D. kept him under wraps, and then all this happened. Iron Man says that Fury is right, but not about working for S.H.I.E.L.D. There's no way that they could stop that many super-villains working alone, but together they could change things. They could avenge all the wrongs done by the villains, and they decide to team together as the Avengers. Quartermain then approaches Fury and tells him they've recovered the footage. The power failures and subsequent breakouts happened before Graviton got loose. Someone else is to blame.