- Kang, the Conqueror (Nathaniel Richards)
- Kang's Elite Guard (All Unnamed) (First and only known appearance)
- Jane Foster
- Mister Fantastic (Reed Richards) (First appearance)
- H.E.R.B.I.E. (First and only known appearance)
- Iron Man Space Armor (First appearance)
- Captain America's Shield
- Avengers Identicard
- Hawkeye's Bow, Trick Arrows
- Pym Particles
- Ant-Man's Helmet
- Kang's Time Chair
- Scarab Fighter
- Kang Armor
- Avengers Space Armor
While the Avengers have been successful in New York City, Kang has already conquered 3/4 of the planet and the rest will follow soon enough as the Damocles begins to charge up some kind of powerful energy weapon. Oh no, wait, it already fired and it was targeted right at the Avengers Mansion. Since a blast that size would take out the entire city, Thor flies out to meet the blast.Amazingly, he is able to repel the blast back at the Damocles, damaging it. Ant Man diverts a couple of the Ultron units to catch him but the Avengers cannot go back. Thor has brought them an opportunity to stop Kang and they have to take it before he fires again. The Quinjet is caught in a battle against Kang's Scarab fighters and the Ultrons the Avengers brought for backup are destroyed in short order. The situation is getting bad real fast, so Iron Man and Wasp fly out to clear a path. Iron Man has designed a suit of custom space armor that enhances Wasp's bio-stingers so they're able to destroy the Scarabs when they couldn't before. The other Avengers make it into the Damocles but the breach is sealed before Iron Man and Wasp can follow.
Inside, they prepare to confront Kang but are stopped by a trio of super speedsters who seem to be able to predict and avoid all of their attacks. To the viewer, however, they're not fast at all but have specialized equipment that allows them to stop time and move out of the way at their own convenience. With this kind of technology at their disposal, beating down on the Avengers and the two remaining Ultron robots is no problem. Hawkeye realizes what's going on and comes up with a creative solution: he uses a flash arrow to blind the three, at which point they are easily taken out. Wasp and Iron Man also find their way into the ship with some creative hull breaching techniques. At almost the same instant, the forces invading Wakanda are repulsed and Kang gets visibly annoyed. He goes out to take care of the problem personally.The Avengers are now split up over the ship. Iron Man moves to link up with Cap and the others, who are tracking down the Damocles' Time Drive, hoping to end the war in a single stroke. Wasp moves ahead to scout and ends up in a room with the unconscious woman seen throughout the series. It turns out that she is Princess Ravonna, Kang's lady love, and she is slowly being erased from history just like the rest of the future. The rest of the group manages to get to the Time Drive but it is shielded and protected by automated security systems. Then Kang shows up to smack them all down and gloat. Just as he is about to execute Captain America and end it all, Iron Man shows up and blasts everything to pieces, having found a way to bypass Kang's protective shielding.
Not only that, but he's able to use the massive processing power of Ultron's human brain-based AI to hack the Damocles' systems and gain control of the entire ship. Kang finally decides to fight man-to-man but it's too late and after a short battle he is defeated. Ultron returns the entire army to the future and is prepared to send the Damocles back as well but Wasp stops it, explaining that Ravonna will die if they go back. She offers to help save Ravonna if Kang will back down but he refuses and is taken prisoner.S.H.I.E.L.D. swoops in and carts off all of Kang's tech for further study. They also take over the Damocles for use as an orbital base (under the direction of Carol Ferris, now a S.H.I.E.L.D. agent). Hank takes Ravonna to Reed Richards, who begins working on a cure for her condition. Kang is taken to 42 but delivers an ominous warning: Captain America's betrayal will signal the beginning of the end.
- This episode is also based on Avengers: Kang Dynasty storyline.
- Originally aired January 23, 2011
- At the end of the episode, Kang foretells that Captain America will betray Iron Man sometime in the near future. This is a reference to the Marvel Civil War Story line.