- Bridget Chan (First appearance)
- Pepper Potts
- Chris Taylor
- Hikaru Akatsuki
- Edward Grant
- Jessica Shannon
- Hydra (First appearance)
- Red Skull (Johann Shmidt)
- Unnamed members
- Crimson Dynamo (Anton Vanko)
- Whiplash (Marco Scarlotti)
- Crossbones (Brock Rumlow)
Hawkeye and Falcon infiltrate a Hydra base to rescue a researcher, professor Bridget Chan, from the evil organization. However, Hawkeye accidently triggers an alarm and soon both he and professor Chan are under attack. While Hawkeye covers her, he orders professor Chan to run for Falcon, and then for both of them to leave. When Hawkeye is confronted by Crossbones, who claims that Red Skulls’ plan is already in its final stage, Hawkeye also orders Falcon to take care of the five kids. Falcon reluctantly agrees to leave Hawkeye behind an takes professor Chan to the Shield Helicarrier. Hawkey himself is seemingly killed by Crossbones.
Nick Fury also calls for the Avengers and their partners to meet him in the Helicarrier. Professor Chan explains the team a little about her expertice, namely the Gaia Line theory (which claims that Earth is 1 big organism). She also explains that Hydra abducted her a month ago because they wanted to do something horrible with the Gaia Lines. The presentation is interrupted when Red Skull hacks the communication to send the Avengers a message: he has a mole inside S.H.I.E.L.D., hence why he knew about Falcon and Hawkeye coming. He also explains his final plan; to corrupt the Gaia Lines of the Earth with the Dimension Sphere in order to destroy the world and create a brand new one in which evil rules and good can never triumph.
Captain America considers it his duty to defeat Red Skull since they both got their powers from the same serum. Iron Man ask Fury what S.H.I.E.L.D. knows about Red Skulls plan. It is revealed that Red Skull will initiate his plan at midnight, when the Gaia Lines are most active, and will distribute the Sphere’s power into them from 5 bases around the world, each one guarded by one of the Masters of Evil. The team has only 8 hours left to stop him. Tony gives each of the kids a device for summoning the new build up armors he constructed. The team decides to split up to take out all five bases at once.
Falcon goes with Akira and Iron Man. Their target is a base inside a mountain pass, guarded by M.O.D.O.K. When they approach the base, Falcon takes Akira and leaves the plane they are in since he stands a better chance at dodging the anti-aircraft weapons. They land safely. M.O.D.O.K. D-smashes Crimson Dynamo and Whiplash to stop them. Falcon keeps Akira from D-smashing Iron Man since he needs to preserve his strength, and offers to fight both villains himself. Akira agrees, but warns Falcon not to needlessly sacrifice his life. With only 1 hour left before midnight, Akira and Iron Man confront M.O.D.O.K.. But when Akira wants to summon the build up armor, he discovers that he lost the device earlier. Fortunately, Falcon joins the fight, having defeated the other villains, and gives Akira the device. With the Armor, Iron Man easily defeats M.O.D.O.K. and destroys the Gaia Anchor. Akira D-Secures M.O.D.O.K.
Unfortunately, Falcon is severely injured from the fight. Out of other options, and with Falcon’s permission, Akira D-secures him too so the DISKs healing system will heal Falcon. He thus becomes another partner for Akira. At his base, Crossbones informs Red Skull of M.O.D.O.K.’s defeat. Red Skull doesn’t care since there are other bases still active.