- Major Glenn Talbot (First appearance)
- Code Red
- Queen Veranke (Cameo)
- Tony Stark (Mentioned)
- Captain America's Uniform
- Energy Shield
- Ross LMD
- Hawkeye's Suit
- Hawkeye's Bow
- Trick Arrows
- Wasp's Suit
- Bio-Synthetic Wings
- Winter Soldier's Bionic Arm (First appearance)
- Falcon's Wings (First appearance)
- Mandroid Armor
An aircraft lands at the S.H.I.E.L.D. Helicarrier met by Agent Clay Quartermain, who greets General "Thunderbolt" Ross, Glen Talbot, and Doc Samson. As they are being escorted to Acting Director Hill, one of the nameless SHIELD agents breaks off, and accesses a chamber using Maria Hill's retina scan - and rips off his sleeve to expose a bionic arm. The infiltrator steals a test-tube of green liquid and reports in, wherein we discover that the test tube is Hulk blood and the infiltrator is the Winter Soldier. Thunderbolt Ross is demanding the Hulk's blood from Maria Hill. Hill and Sampson accuse Ross of just wanting to create Hulk-like soldiers. Hill says she'll consider turning the blood over to Ross and Sampson warns Director Hill to consider what the Hulk will do if and when he finds out.
Elsewhere, Banner and Hawkeye are fishing in a mountain lake. Banner is taking his one day a month, and he wanted to take day fishing, with Hawkeye sent with as a guard, of sorts. Banner tells us that he rigged a radiation detector to try and detect Skrull infiltrators, but that took him all of fifteen minutes. Hawkeye, very bored, remarks that he likes Hulk better. Back on the Helicarrier, the Winter Soldier injects a willing test subject with a mixture of a red serum and Banner blood. The test subject immediately begins a transformation. On the bridge, the rampage sets off alarms and response teams as the Red Hulk trashes S.H.I.E.L.D. systems. Maria Hill sends a distress call to the Avengers, and Hill demands their assistance. CapSkrull scrambles the Quinjet and asks Wasp to recall Hawkeye and Banner to the Mansion, where they can be safe. At the lake, Hawkeye and Banner get the call that the Hulk is attacking. CapSkrull and Wasp arrive at the Helicarrier in time to see the Red Hulk tearing apart a Mandroid battle suit (without maiming the S.H.I.E.L.D. agent inside). CapSkrull calls on the Red Hulk to surrender.
A figure swoops out of the sky outside of the Avengers Mansion, and reports its the Falcon! Banner and Hawkeye arrive at the Mansion, with Banner wanting to change into the Hulk and help, and Hawkeye telling him to forget it. The Falcon attacks, tranquillizer-darting Banner to prevent his change, and kidnapping Banner. Hawkeye brings the Falcon and Banner down, but the Falcon escapes. Wasp and CapSkrull fight the Red Hulk, who demonstrates pyrotechnic powers as well as Hulk-level strength. The Red Hulk gets a message that the Falcon has failed to obtain Banner, and he leaves the scene as Director Hill issues orders that Ross may activate the Hulkbusters, and take down the Hulk. CapSkrull and Wasp pursue the Red Hulk.
The Red Hulk breaks into Mansion, knocks Hawkeye out, and kidnaps Banner. Once away from the Mansion, the Red Hulk defies his controller and tries to get Banner to change. The Wasp, CapSkrull and Hawkeye catch up, and attack, but are no match for the Red Hulk. Banner overcomes the tranquillizers in his system, and changes into the Hulk. The battle between the Red Hulk and the Hulk begins, and is particularly destructive. The Red Hulk seems to be stronger, and boasts that the Hulk is nothing but the Hulk counters with "I'm an Avenger!", and gives the rallying cry. Wasp, Hawkeye and CapSkrull rejoin the fight, and using teamwork they defeat the Red Hulk, who flees. Hulk is about to follow, when CapSkrull stops him; the Red Hulk lost the battle, but the Avengers are all injured. Glen Talbot and the Hulkbusters arrive, and attempt to arrest the Hulk. CapSkrull convinces the Hulk to transform to Banner and surrender to the Hulkbusters while the Avengers prove his innocence. The Red Hulk, Falcon, Doc Sampson, and the Winter Soldier are meeting with their controller, "Dell Rusk". CapSkrull reports to Queen Veranke that the Hulk has been dealt with, stripping the Avengers of their most powerful member.
- This episode was leaked on the 31st of May along with Season 2 Episode 10.
- This episode has the first on screen appearances of the Red Hulk and his Second Group he formed Code Red.