- Secret Warriors
- Madame Viper (Ophelia Sarkissian)
- Skrulls (Final appearance)
- Mockingbird (Queen Veranke) (Final appearance)
- Scientist Supreme Lyle Getz (Agent X'iv) (Final appearance)
- Captain America (Skrull Imposter) (Final appearance)
- Invisible Woman (Skrull) (Final appearance)
- Henry Gyrich (Skrull Impostor) (Final appearance)
- Clay Quartermain (Skrull Imposter) (Final appearance)
- Super-Skrulls (Only appearance)
- Fantastic Four
- Princess Ravonna
- Pepper Potts (Photo)
- Beast (Hank McCoy) (Photo) (Final appearance)
- Cloak (Tyrone Johnson) (Photo) (Final appearance)
- Spider-Man (Peter Parker) (Photo)
- Scarlet Witch (Wanda Maximoff) (Photo) (Final appearance)
- Wolverine (Logan) (Photo)
- Cyclops (Scott Summers) (Photo) (Final appearance)
- 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)
- M.O.D.O.K. (George Tarleton) (Photo)
- Piranha Jones (Raymond Jones) (Photo)
- Armadillo (Antonio Rodríguez) (Photo) (Final appearance)
- Constrictor (Frank Payne) (Photo)
- King Cobra (Klaus Voorhees) (Photo)
- Rattler (Gustav Krueger) (Photo)
- 3-D Man (Delroy Garrett Jr.) (Photo) (Final appearance)
- Arnim Zola (Photo)
- Luke Cage (Photo)
- Iron Fist (Danny Rand) (Photo)
- Abomination (Emil Blonsky) (Photo)
- Magneto (Erik Lehnsherr) (Photo) (Final appearance)
- Chemistro (Curtis Carr) (Photo)
- Sasquatch (Walter Langkowski) (Photo) (Final appearance)
- Ant-Man's Suit
- Hawkeye's Bow & Trick Arrows
- Iron Man Armor
- Energy shield
- Zola's Robotic Body
- Alchemy Gun
The Skrulls have invaded the entire Earth, and Captain America, Iron Man, and Thor lead an attack on the aliens.
At an A.I.M base, A.I.M has just finished hacking into Earth's satellite's. One scientist goes up to the Scientist Supreme and notes that once the arrays have been activated with a certain frequency, it will destroy the world's population. The Scientist Supreme is fully aware of it and wants it to happen. Suddenly, he attacks all the other scientists and defeats them, revealing himself to be the Lyle Getz Skrull.
Elsewhere on Damocles Base, Avengers Mansion, S.H.I.E.L.D Helicarrier, and the Baxter Building, the imposter Skrulls have all planted bombs set to go off in 3 minutes.
On the Helicarrier, the Clay Quartermain reveals himself to be a Skrull as he orders S.H.I.E.L.D.'s surrender.
Fortunately, the ship carrying the real humans gets out of hyperjump near Earth and decides to dock at Damocles Base, even if it's compromised.
Sydren finally detects the bomb on Damocles and orders all personnel off the base.
Hill does the same thing back at the Helicarrier. The Quartermain Skrull is disappointed because he liked her and she could have had a position of power over the slaves. That was when he eliminated her. That was also when he realized that she was a LMD (Life Model Decoy).
At Fury's safehouse, Queen Veranke gloats over Tony (being the only one conscious) that he was the one responsible for all this, because he was "the glue" that kept the Avengers together, and without him, they fell apart.
All the bombs go off at the locations, but the one on Damocles Base pushed the ship with the real humans away from it.
The Fantastic Four (minus Sue) are aroused by the bomb and go to see what happened. Then the FF section of the Baxter Building is incased by a big blue orb.
S.H.I.E.L.D. evacuated the Helicarrier just in time before it got blown up. Hill complains that it does so every other Thursday.
Queen Veranke gets worried when a Quinjet approaches and the Avengers imposter Skrulls aren't reporting. She tells the Captain America Skrull to divert them to Washington D.C., inadvertently revealing to Tony who the imposter was.
The Skrull does what he said he'd do, as he tells the other Avengers that another Skrull ship landed at D.C., and he's on his way now. Wasp wants to bring in as many super heroes as possible to see if they're the good guys, but before that happens, the Quinjet gets attacked and makes and crash landing in the Reflecting Pool. When they get out, 12 Super-Skrulls ambush them.
Fury finally regains consciousness as Queen Veranke gloats over him too, but before she kills him, Hill comes in, destroying the bomb she planted, and scaring her away. While tending to Tony, she reveals she's known about this place for 2 months. Tony tries to give them instructions on how to save him, but one of them is to remove his heart, tazing him.
Eventually, the Avengers fell, but not without realizing that Cap was the Skrull. In a fit of anger, Hawkeye sprints to the imposter to try to fight him, but only gets electrocuted. One of the Super-Skrulls takes a cameraman and the imposter Cap orders him to film what he's about to say. When he's on air, he tells the world that the Skrulls are the good guys that want to help us and to (essentially) surrender.
Back at Fury's safe-house, Fury finds that the Skrulls have taken over the satellites (courtesy of A.I.M.) and things aren't going well with "repairing" Tony. However, Tony went unconscious before he could finish the instructions. Hill just guessed and (luckily) saved Tony. Before joining the main fight, Tony said he had to "call a friend".
Back at Washington, another plane lands, and Queen Veranke in her Mockingbird disguise comes out, only making Hawkeye angrier. She says that Captain America will deliver the world to her, but the real one comes and disagrees, with the other real prisoners. Then, a purple gas comes out of the sky and hits the fake Cap and Mockingbird, revealing them to be Skrulls. The gas came from Iron Man, who was accompanied by Thor, making a dramatic entrance. Thor overloads the main power core on the biggest ship, causing it to land. After Iron Man gives Thor some welcome back words, the fight resumes. While the others take on the Skrulls, both Caps duke it out. While all this is happening, the Queen tells the A.I.M. Skrull to activate the fail safe, which is using the Earth's satellites to emit a high-pitched frequency that will destroy the world's population. Thor quickly destroys them, which pulls things into the Avengers favor. As the Super-Skrull fight ends, the Cap fight does too, also destroying the energy shield. Queen Veranke was subdued lastly, but was the quickest.
While the Earth is recovering, S.H.I.E.L.D. agents are securing the world's capitals. The blue orb at the Baxter Building was actually a wormhole that sucked the FF into another dimension, but the real Invisible Woman rejoined the FF in time to get back. Abigail Brand was able to evacuate all S.W.O.R.D. agents form Damocles Base and is getting a new one together to hunt Skrulls. Tony gave S.W.O.R.D. the gas that can reveal Skrulls and is now mass producing it. Right now, the Super-Skrulls and Queen Veranke are being kept in a special section of Prison 42 until Earth can figure out what to do with them. Although everything has returned to normal in the world, the Avenger's trust to one another has been broken.
- This episode is based on Secret Invasion Vol 1 5 to #8, and Secret Invasion: Fantastic Four #1 to #3.
- Here are the Super-Skrull's powers (that were seen or guessed) that attacked the 3 Avengers in the the beginning:
- Whirlwind, Abomination, Griffin
- Grim Reaper, King Cobra
- Criti Noll
- Mr. Fantastic, Iron Man, Invisible Woman
- Giant-Man, Crimson Dynamo, Klaw
- Black Panther, Iron Fist, Spider-Man
- The Baxter Building being sent into another dimention also happen in Secret Invasion: Fantastic Four #1