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The Dark Gate has been opened. All around the world, cities begin to decay and turn to ruins as Dormammu appears and informs the population of Earth that the planet is part of his realm now. Dormammu sends his army of Mindless Ones to Earth. In New York, Spider-Man attempts to fight them off when suddenly, the Mindless ones disappear and the city turns back to normal. It turns out the ruined Earth was an illusion, projected by Dormammu to invoke despair among the humans.

The kids and the Avengers meet up with Nick Fury inside the Helicarrier. According to Dr. Strange, Dormammu needs people’s despair as an energy source, hench his illusion earlier. If he succeeds, he can unleash his full power on Earth and easily crush the Avengers. Dr. Akatsuki, despite having barely recovered from his ordeal as Ronin, has built a new Biocode Installer. With it, he plans to give Fury a full biocode so he can release all heroes from their DISKs permanently. The plan works, and all heroes (both Avengers and additional) are finally set free. Before they plan their next move against Dormammu, Akatsuki forbids his sons and their friends from accompanying the Avengers any longer. They have done enough dangerous things.

The kids reluctantly return to Techno Isle, while the Avengers give a press conference to announce their return, giving the people hope for the future. Much to the kids chagrin, not everybody is convinced the Avengers can defend them now. Professor Akatsuki wants to remove the kids’ biocodes since they are no longer needed and there is no way of telling how they will evolve in the future. However, there is a risk that the process will result in memory loss. The kids naturally protest against this, but Tony convinces them to go through with it.

In the Dark Dimension, Loki asks Dormammu when he will have enough despair energy to start the invasion. Dormammu urges Loki to be patient. On Earth, the biocode removal has been completed, but just as feared the kids have lost their memories of all their adventures. Pepper prepares to send Chris, Ed and Jessica home. Suddenly, Dormammu starts with his illusions again. He demands the Avengers as a sacrifice, promising to spare everybody else if they comply. An angry crowd gathers in front of the Avengers’ base to demand the heroes agree with Dormammu. Iron Man tries to calm them down by stating they will use the Kree Mact as a weapon against Dormammu. The World Security Council however doesn’t want to wait for that and sends a team of S.H.I.E.L.D. agents to arrest the heroes so they can negotiate with Dormammu. When Fury protest this decision, the council orders for his arrest as well, however Maria Hill refuses to comply.

Unable to fight the agents in front of so many people, the Avengers surrender. Tony wonders if this is truly the end, after so many battles they fought. Akira sees the whole thing on the news, and slowly his memories begin to return. Along with Hikaru, he makes his way to the base where the Avengers are just about to be taken away. Around the same time, Pepper arrives with Ed, Chris and Jessica. Fury orders the S.H.I.E.L.D. agents to stand down as the kids once more join the Avengers side.

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