- Hikaru Akatsuki
- Chris Taylor
- Akira Akatsuki
- Edward Grant
- Jessica Shannon
- Nozomu Akatsuki
- Noriko Ashida
- Celebrity Five
- Sabretooth (Victor Creed)
- Baron Zemo (Helmut Zemo) (Unconscious)
- Abomination (Emil Blonsky) (Unconscious)
- Tiger Shark (Todd Arliss) (Unconscious)
- Graviton (Franklin Hall) (Unconscious)
- M.O.D.O.K. (George Tarleton) (Unconscious)
- Diamondback (Only in flashback)
- Juggernaut (Cain Marko) (Mentioned)
- Diablo (Esteban Corazón de Ablo) (Mentioned)
- Whirlwind (David Cannon) (Mentioned)
- Dr. Strange (Stephen Strange) (Mentioned)
The final showdown between Loki and the Avengers is about to begin. The Celebrity Five seek cover. Thor calls Loki out for stealing other people’s powers, while Loki in turn berates Thor for always being superior and, when Thor tries to show compassion, attacks him from close range. For Thor this is the last drop, and he is finally willing to use his full powers against Loki. The fight begins, and it turns out Loki has already absorbed multiple powers, like Iron Man’s repulser rays, Diamondback’s bombs, Juggernaut’s Armor, and Diablo’s alchemy. He easily deflects all attacks, and attempts to mind control the Hulk into obeying him. Ed is able to break Loki’s control however and Hulk knock Loki down.
Loki quickly uses Whirlwind’s powers to create a defensive tornado for himself, and plans to wait for the Avengers’ time limit to run out. Iron Man tricks Loki into dropping his defense however by claiming he is streaming the fight live on the internet and the whole world is watching. Loki angrily summons all his DISKs to use their powers simultaneously, despite warnings from Tim Gilliam that this technique is still experimental and Loki’s body won’t be able to handle it. With his new power, Loki multiplies himself so he can fight all Avengers simultaniously. Elsewhere in the castle, the X-Men have defeated Loki’s army of villains, and Wolverine is still fighting Sabretooth.
Loki takes the battle outside, using the powers of Dr. Strange, Baron Zemo, and the Avengers themselves. To make matters worse, the time limit expires and the Avengers begin to disappear back into their DISKs. Loki uses his powers to trap the Avengers in their half-disappeared state. However, just like with Chris earlier, the biocodes of the other kids begin to evolve too. They synchronize with the Avengers, allowing the Heroes to draw power from their partners. Dr. Akatsuki fears this will be dangerous, but Akira is willing to take the risk and so are the others. Using their partners’ powers, the Avengers are able to get more time and continue the fight. Thor, Cap, Hulk, and Wasp take out the four Loki duplicates, leaving only the real one against Iron Man standing.
Both charge up their strongest attack and fire it at the other. When the attacks collide, the sheer force creates a dimensional tear, which begins to suck up everything and everyone in sight. Iron Man overpowers Loki and strips him off his DISKs. Depowered, Loki gets sucked up into the tear. Dr. Akatsuki is also threatened to be sucked into the tear. Akira tries to save him, but is unable to hold on. Not wanting his son to suffer the same fate, Dr. Akatsuki lets go of Akira’s hand and disappears into the tear.
- When Loki tries to mind control the Hulk, he states that Iron Man is plotting to sent Hulk to a barren planet, referencing the Planet Hulk storyline.