- Captain America (Steve Rogers)
- Wasp (Janet van Dyne)
- Spider-Man (Peter Parker)
- Pepper Potts
- M.O.D.O.K. (George Tarleton)
- King Cobra (Klaus Voorhees)
- Whiplash (Marco Scarlotti)
- Tim Gilliam
Loki has forced the Avengers to surrender. Akira, still carrying the suitcase with the biocode installer, sees King Cobra holding Pepper hostage. He offers the villain to trade the installer for Pepper, but King Cobra attacks Akira instead. However, it turns out the trade was actually a decoy to lure King Cobra into a trap, and the other kids cause a large pile of containers to fall onto the villain. When the Avengers see that Pepper is saved, they resume their fight. Loki however simply uses four empty disk to trap the Avengers. Only Iron Man manages to escape, and saves both Pepper and the kids from King Cobra (who managed to get away from under the containers).
M.O.D.O.K. joins the battle and incapacitates Iron Man, while Tim Gilliam grabs the installer and informs the kids that S.H.I.E.L.D. won’t come since the helicarrier is under attack as well. On board the helicarrier, Fury realizes his organization has been infiltrated by the Celebrity Five. M.O.D.O.K. fires his laser at the installer and seemingly destroys it. Tim gloats how he and the other Celebrity Five members are now the only ones with biocodes, and thus capable of releasing people from the DISKs. With their plan succeeded, Loki and Tim recall all the released villains to their DISKs so Loki can assemble his army. Iron Man tries to fight Loki, but is defeated and also sealed in a DISK.
Desperate, Akira reaches out for the destroyed installer, which turns out to still be partly functional. With its last energy, the installer gives Akira, Chris, Edward, Hikaru and Jessica each a biocode. Spider-Man arrives on the scene, steals the DISK containing Iron Man, and tosses it to Akira, who uses his biocode to D-Smash Iron Man from his DISK. Akira, encouraged by Iron Man’s reappearance, attacks Loki. In the brief scuffle, their wristbands connect, which creates a shockwave that scatters all DISKs containing the heroes and villains across the globe, robbing Loki of his army. Realizing he lost, Loki and Tim retreat. The battle is over for now, but Dr. Akatsuki has disappeared during the fight.
S.H.I.E.L.D. finally arrives. Suddenly, Iron Man is sucked back into his DISK. Akira tries to D-Smash him again, to no avail. Akira and Hikaru are both taken into S.H.I.E.L.D. custody so their biocodes can be analyzed. On board the Helicarrier, Akira opens the present his father gave him. It’s a pair of in-line skates. Both brothers are determined to find their father. Through a hologram, Iron Man contacts Akira from within his DISK.