- Iron Man (Tony Stark)
- Doctor Doom (Victor von Doom) (Final appearance)
- Secret Warriors
- Black Panther (T'Challa)
- Dora Milaje
- Skrull Avengers (Final appearance)
- Iron Man (Skrull) (Final appearance)
- Hulk (Skrull) (Final appearance)
- Black Panther (Skrull) (Final appearance)
- Hawkeye (Skrull) (Final appearance)
- Thor (Skrull) (Final appearance)
- Wasp (Skrull) (Only appearance)
- Ant-Man (Skrull) (Only appearance)
- Second Captain America Skrull (Only appearance)
- Mockingbird (Queen Veranke)
- Skrull Avengers (Final appearance)
- Pepper Potts (Photo)
- Beast (Hank McCoy) (Photo)
- Cloak (Tyrone Johnson) (Photo) (First appearance)
- Spider-Man (Peter Parker) (Photo)
- Scarlet Witch (Wanda Maximoff) (Photo)
- Wolverine (Logan) (Photo)
- Cyclops (Scott Summers) (Photo)
- Ant-Man (Scott Lang) (Photo)
- Dell Rusk (Johann Shmidt) (Photo)
- Jane Foster (Photo)
- Jimmy Woo (Photo)
- Black Panther (T'Challa) (Photo)
- Doc Samson (Leonard Samson) (Photo)
- Mandrill (Jerome Beechman) (Photo)
- Baron Stucker (Wolfgang von Strucker) (Photo)
- Director Maria Hill (Photo)
- M.O.D.O.K. (George Tarleton) (Photo)
- Madame Viper (Ophelia Sarkissian) (Photo)
- Piranha Jones (Raymond Jones) (Photo)
- Armadillo (Antonio Rodríguez) (Photo) (First appearance)
- Clay Quartermain (Photo)
- Constrictor (Frank Payne) (Photo)
- The Thing (Ben Grimm) (Photo)
- Mr. Fantastic (Reed Richards) (Photo)
- King Cobra (Klaus Voorhees) (Photo)
- Rattler (Gustav Krueger) (Photo)
- 3-D Man (Delroy Garrett Jr.) (Photo) (First appearance)
- Skrull Captain America (Appears on a computer screen, TV, or hologram only)
- Major Glenn Talbot (Appears on a computer screen, TV, or hologram only) (Final appearance)
- Hulk (Bruce Banner) (Appears on a computer screen, TV, or hologram only)
- General Thunderbolt Ross (Appears on a computer screen, TV, or hologram only)
- Kree (Appears on a computer screen, TV, or hologram only)
- Arnim Zola (Photo)
- Abigail Brand (Photo)
- Thor (Thor Odinson) (Photo)
- Luke Cage (Photo)
- Iron Fist (Danny Rand) (Photo)
- Mockingbird (Bobbi Morse) (Photo)
- Abomination (Emil Blonsky) (Photo)
- Magneto (Erik Lehnsherr) (Photo)
- Chemistro (Curtis Carr) (Photo)
- Sasquatch (Walter Langkowski) (Photo) (First appearance)
- Captain America's Shield (Skrull replica)
- Mjolnir (Skrull replica)
- Hawkeye's Bow (Skrull replica)
- Hawkeye's Bow
- Trick Arrows
- Maria Hill LMD
- Zola's Robotic Body
- Ant-Man's Suit
- Doctor Doom's Armor
- Alchemy Gun
- Kree Uniform
- Damocles Base
- Skrull Spaceship
- Skrull Mothership
On Damocles Base, S.W.O.R.D. sees a ship get out of hyperjump and makes its way to Earth. They send Ms. Marvel to confront it. However, they soon find out it's a Skrull ship and it has taken damage. Before pursuing it further, Ms. Marvel sends out a message from her Avengers card (which she hadn't thrown away) and continued with the ship. When it crash lands in the Wakandan jungle, the latch opens, revealing the Avengers to be inside.
Iron Man explains that right after they got back from Asgard, they were immediately attacked by the Skrulls and kidnapped to a prison ship near Saturn. They kept everyone restrained except for Thor who was constantly sedated. They finally escaped when Hulk became angry enough to break free and they hijacked a ship to come back home. Unbeknowest to the group, a couple Wakandan soldiers have been spying on them.
Meanwhile, in Malibu, Tony has been hiding out in his house after the break-up, being a recluse. The break-up has also made him paranoid by never taking off his armor or showering for fear of being abducted. All the time, he has tried several times to make a device that detects Skrulls, although all tries have failed. However, Dr. Doom has made a surprise appearance, wishing to talk to Tony.
Back in Wakanda, Iron Man tells Ms. Marvel that all the Avengers have been replaced to weaken Earth's defenses, are planning a full-scale invasion, and are after the vibranium mound. Ms. Marvel willingly decides to help their cause.
In an undisclosed building, Nick Fury is somewhat like Tony, just using less technological resources to find the Skrulls. Quake tells Fury something S.H.E.I.L.D was keeping quiet: the Hulk was arrested 4 days ago and he has totally disappeared.
At Wakanda, the Avengers are all met by the other Black Panther in T'Chaka's old cape, not even permitting any "outsiders" to go on Wakandan land or else "be destroyed". Ms. Marvel tries to smooth things over, but the caped Panther quickly orders an attack on the Avengers with a whole squadron of armored soldiers with vibranium spears, turrets, his personnel guards, and himself.
Back in Malibu, Tony is having a hard time fighting Doom. Suddenly, Doom calls a premature end to the skirmish and reveals that he wants to help Tony find Skrulls. He would have already found how to detect them, but that required the machine that Tony destroyed back in Latveria. Doom pulls out a chip that would work together with Tony's machine to detect the Skrulls. When questioned if Doom would help in the manhunt, he simply says "that is beneath me" and that's what Tony's kind is for, then left.
Fury and Quake look at a recording of Cap telling the Hulk to surrender, Fury automatically suspicious. Afterwards, they look at news footage of Captain America starting the fight with Ronan, even though they meant no real harm. Fury puts 2 and 2 together and asks Quake to contact the Black Widow to get Tony.
During the battle between the Avengers and Wakanda, while the other Avengers are taking down the guards and such, Wasp, Hawkeye, and Cap take down the caped Panther. But before Hawkeye is about to make caped Panther take a point blank shot to the head (much to Ms. Marvel's dismay), another arrow comes out of the sky and electrocutes Hawkeye, rendering him unconscious. The other Hawkeye and Wasp come down from the skycycle/Quinjet and get into the fray.
At Stark's house, Tony just finished wiring the chip into his armor before the Black Widow came to take him to Fury.
Back in Wakanda, things get confusing for Ms. Marvel as two Wasps, Hawkeyes, and Black Panthers battle one another. However, after Thor got hit by a tank, he is revealed to be a Skrull. Plus, the Panthers had finished their battle, and the capeless one was the imposter, proving that everyone on the ship was a Skrull. With there cover blown, the Skrull Avengers openly fight everyone else. Towards the end, the Iron Man Skrull reveals why they are invading the Earth: they think that the Earth is another Skrull homeworld and they're trying to take it back with brute force. In the end, Carol is back in the Avengers, but Black Panther still declines, saying that they still can't trust one another and his duties are at Wakanda.
When Stark and Widow get to the building, Stark tries to explain about the chip. Except Fury ignores him, wondering why Mockingbird didn't tell Fury about the Hulk's attack, since she was the one in charge of surveillance. He suddenly realizes she was a Skrull, but this comes too late, as Mockingbird knocks out Fury, Quake, and Widow and somehow uploads a virus into Tony. Mockingbird turns into Queen Veranke and orders the invasion, as a giant mother ship orbits Earth and was ready for that command.