- Deathlok (Luther Manning) (First appearance)
- Fantastic Four (As hologram) (Cameo)
- Red Skull (Johann Schmidt) (Mentioned)
When the Agents of S.M.A.S.H. arrive at a mall to do some shopping. Deathlok teleports into a mall where he targets a woman only to end up fighting the Agents of S.M.A.S.H. where Deathlok claims that she is no girl. She-Hulk discovers that Deathlok was right about the the girl who happens to be Super-Skrull in disguise as the other people in the mall are revealed to be Skrulls preparing for the Skrull invasion of Earth. As Super-Skrull goes invisible to prepare the device that would eradicate the humans, Deathlok ends up firing on the Skrulls when they take form of the Agents of S.M.A.S.H. members. Deathlok tells the Agents of S.M.A.S.H. that this date on Earth would be the day when the Skrulls eradicate the human race and terraform Earth to settle on it. As Super-Skrull gets into the ship where the weapon is in and takes off, Deathlok's temporal computer system declares Deathlok's mission a failure with Deathlok claiming that the mission is not over yet. Following in their jet, the Agents of S.M.A.S.H. join Deathlok upon the Skrull ship where Hulk and She-Hulk follow Deathlok to Super-Skrull. After Hulk defeats Super-Skrull, Deathlok activates his self-destruct as She-Hulk takes out Deathlok's core which destroys the ship. She-Hulk was able to put a new core made by Iron Man into Deathlok where the mall flier was part of Deathlok's way to inform the Agents of S.M.A.S.H. about the Skrulls' plot.