Appearing in 1st story
- Avengers (Disbands)
- Iron Man (Tony Stark) (Joins and leaves team)
- Captain America (Steve Rogers) (Joins and leaves team) (Main story and flashback)
- Hulk (Bruce Banner) (Joins and leaves team)
- Thor (Thor Odinson) (Joins and leaves team)
- Black Widow (Natasha Romanoff) (Joins and leaves team)
- Hawkeye (Clint Barton) (Joins and leaves team)
- Stark Industries
- Destroyer (Mentioned)
- World Security Council (Appears on screen) (Shadow only)
- Councilwoman Hawley (Appears on screen) (Shadow only)
- Numerous unnamed council members (Appears on screen)
- Loki's Sceptre
- Arc Reactor
- Iron Man Armor MK VII
- Captain America's Shield
- Hawkeye's Bow
- Black Widow's Gauntlets
- Chitauri Gun
Synopsis for 1st story
Continued from last issue... Stark and Rogers try to restart the damaged engines, and Thor attempts to stop the Hulk's rampage. Romanoff fights Barton, and knocks him unconscious, breaking Loki's mind control. Loki escapes after killing Coulson and ejecting Thor from the airship, while the Hulk leaves on his own. Fury uses Coulson's death to motivate the Avengers into working as a team. Stark and Rogers realize that simply defeating them will not be enough for Loki; he needs to overpower them publicly to validate himself as ruler of Earth. Loki uses the Tesseract, in conjunction with a device Selvig built, to open a portal above Stark Tower to the Chitauri fleet in space, launching his invasion. The Avengers rally in defense of New York City, but quickly realize they will be overwhelmed as wave after wave of Chitauri descend upon Earth. With help from Barton, Rogers, Stark, and Thor evacuate civilians, while Banner transforms back into the Hulk and goes after Loki, eventually beating him into submission. Romanoff makes her way to the portal, where Selvig, freed of Loki's control, reveals that Loki's scepter can be used to close the portal. Meanwhile, Fury's superiors attempt to end the invasion by launching a nuclear missile at Manhattan. Stark intercepts the missile and takes it through the portal toward the Chitauri fleet. The missile detonates, destroying the invaders' mother ship, thereby disabling their forces on Earth. Stark's suit runs out of power and he falls back through the portal, but the Hulk saves him from crashing to the ground. Romanoff deactivates the portal to prevent further invasion. In the aftermath, Thor returns Loki and the Tesseract to Asgard. Fury notes that the Avengers will return when they are needed Then, the Other appears before Thanos and debriefs him on the battle. Thanos then stands up and grins, imagining the possibilities.
• Iron Man! Thor! Captain America! Black Widow! Hawkeye! The Hulk! They’re all here…and so is Loki!
• When the trickster god makes a play for the mighty Tesseract, it’ll take a historic assemblage of heroes to save the day…that is, if they don’t kill each other first!
• Witness the Battle for Manhattan via the powerful pencils of Joe Bennett!