- The Cabal (First appearance)
- Dracula (First appearance) (Cameo)
- Attuma (First appearance) (Cameo)
- Doctor Doom (Cameo)
- Great Wall of China Monster (Only appearance) (Cameo)
- Asgard (Mentioned)
- Falcon Armor
- Captain America's Shield
- Hawkeye's Bow
- Trick Arrows
- Black Widow's Gauntlets
- Iron Man Armor MK L (First appearance)
- Iron Skull Armor
- Super-Soldier Serum (Mentioned)
After the escpe of Red Skull, and M.O.D.O.K. the team rush to rescue Tony, but find the Quinjet blown to pieces. The only option is for them to all squeeze into the S.H.I.E.L.D. flying car. They rush him back to the Avengers mansion where Falcon hooks Tony up to machinery to restart his heart. Now with Tony recovering, he introduces his new Mark-50 armor and decides to track down the Red Skull on his own.
The Avengers now reassembled, go about the mansion, talking about the need for the team. The Hulk and Thor head to the training room to spar against each other. Now the Red Skull, and M.O.D.O.K. use special nanobot with the ability to manipulate the Avengers to turn on each other. During the Sparring session they the nanobots attack and infect them. They all battle each other with only Tony left uninfected. He cures his allies using a concentrated EMP. They find the Skull who was trying to steal Tony's tech, but he is stopped, but still has time to teleport away. It is then that Tony discovers the Mansion's reactor was about to blow. The team must work together to stop the explosion. They create a vortex shooting the explosive energy into the sky.
Red Skull defeated decides it's time to create a Cabal of villains to help him defeat the Avengers. He send out probes to recruit the Atlantean barbarian Attuma, Doctor Doom the ruler of Latveria, and Dracula the king of the Vampires.
The team now move to Stark Tower where they set up home as now a official team. As they settle in a call out comes across the screen informing them of the Great Wall of China "just stood up" and is on its way to Beijing. It is then that Tony reveals the new Aven-Jet Prime and Falcon said that it's the best day of his life.
- The visual gag of the Hulk attempting to lift Mjolnir, only to instead sink into the ground, was ripped straight from Marvel's The Avengers.