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The gate to the Dark Dimension is still open. Aboard the Helicarrier, Dr. Pym and professor Akatsuki have almost finished the Kree Mact-powered laser cannons, while the Avengers, their partners, and all other heroes released from the DISKs are preparing for the final fight. Fury isn’t happy to see that the kids are still accompanying the Avengers, but Iron Man tries to convince him that they can be crucial for the hero’s victory.

Dormammu realizes what the heroes are working on, and sends a squadron of Mindless Ones to attack the Helicarrier. Loki decides to personally oversee the attack. Falcon, Nova, Iron Fist, Power Man, Black Panther and War Machine fight off the invading Mindless Ones, but Pepper insists that the primary heroes save their strength to fight Dormammu. The heroes are capable of repelling the Mindless Ones, until Dr. Strange is done chanting a spell to wipe them all out. He also summons a magic force field around the Helicarrier to keep any new Mindless Ones from entering.

However, Loki has managed to sneak onboard the Helicarrier during the attack, and is now posing as a S.H.I.E.L.D. agent. The Helicarrier moves into position to fire the cannons into the Dark Dimension. Loki however uses his magic to saw despair and disunion among the S.H.I.E.L.D. agents, making them think that the cannons are unsafe or won’t work. When that is done, he unleashes another squadron of Mindless Ones, which he smuggled inside by storing them in DISKs. This new team, empowered by the despair among the agents, quickly takes out the secondary heroes, leaving only the Avengers and Dr. Strange to fight them. Dr. Strange is also incapacitated however, which breaks his magical barrier. Dormammu immediately sends more Mindless Ones from the Dark Dimension to the now defenseless Helicarrier.

As the Avengers fight, Chris encourages his friends to take matters into their own hands. Black Widow, Giant Man and Hawkeye also join the battle. While gloating about his plan going perfect, Loki hears the kids argue, he assumes the appearance of Iron Man and sneaks up to them. However, it turns out the kids were just pretending to be upset to lure Loki out, and already know it’s really him standing before them. Loki angrily resumes his true form, which is again just what the kid wanted. Ed records the whole thing with his phone camera and broadcasted it to every phone and screen inside the helicarrier.

All agents realize Loki was behind the rumors about the Kree Mact cannons, and regain hope, which weakens the Mindless Ones. And there is more; the Guardians of the Galaxy have come back to Earth to help as well, having received an SOS from Nick Fury. Soon, all Mindless Ones are defeated. Dormammu assumes his physical form, and finally emerges from the Dark Dimension to personally fight the heroes. The Kree Mact Cannons are charged up and unleash their full power on the demons. It works; the gate to the Dark Dimension is destroyed and the sky clears. Only Dormammu is still left, but clearly weakened from the assault. Loki, who had been waiting for this, D-Secures his master in a DISK and announces to the astonished Avengers that he will now end everything.

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