Listen -- there's this -- a balance to the city, to the country, that we, inadvertently, by ending the Avengers... we threw that balance out of whack. A team needs to be in place. Things like this -- what happened last night -- this is exactly why there needs to be an Avengers. If the old Avengers don't want to, if they can't, then let's try these new ones. Like we always have. 
Appearing in "Breakout!: Part 3"
Featured Characters:
- New Avengers (First appearance)
- Captain America (Steve Rogers) (Main story and flashback) (Joins team)
- Iron Man (Tony Stark) (Main story and flashback) (Joins team)
- Spider-Woman (Jessica Drew) (Main story and flashback) (Joins team)
- Luke Cage (Main story and flashback) (Main story and flashback) (Joins team)
- Spider-Man (Peter Parker) (Main story and flashback) (Joins team)
- Daredevil (Matt Murdock) (Main story and flashback)
- Sentry (Robert Reynolds) (Only in flashback)
Supporting Characters:
- Foggy Nelson (Only in flashback)
- Jessica Jones
- S.H.I.E.L.D. (Main story and flashback) agents
- Edwin Jarvis (First appearance)
Antagonists:
- Mandrill (Jerome Beechman) (Only in flashback)
- A Brother Grimm (Only in flashback)
- Controller (Basil Sandhurst) (Only in flashback)
- Jigsaw (Billy Russo) (Only in flashback)
- Purple Man (Zebediah Killgrave) (Only in flashback)
- Slug (Ulysses Lugman) (Only in flashback)
- Griffin (Johnny Horton) (Only in flashback)
- Crusader (Arthur Blackwood) (Only in flashback)
- Bushwacker (Carl Brubank) (Only in flashback)
- A Blood Brother (Only in flashback)
- Several other unidentified super-powered convicts
- Dard'van (Behind the scenes)
Other Characters:
- Electro (Max Dillon) (Mentioned)
- Fantastic Four (Mentioned)
- Luke Cage's unborn child (Mentioned) (Only in flashback)
- Avengers (Mentioned)
- United Nations (Mentioned)
- Several unnamed students at Midtown High School
- Nick Fury (Mentioned)
- Hawkeye (Clint Barton) (Photo)
- Vision (Photo)
- Captain Britain (Kelsey Leigh) (Photo)
- Connely (Voice) (Identity unrevealed)
Races and Species:
Locations:
- Earth (Main story and flashback)
- United States of America (Main story and flashback)
- New York State (Main story and flashback)
- New York City (Main story and flashback)
- Manhattan (Main story and flashback)
- Liberty Island
- Ryker's Island (Only in flashback)
- The Raft (Only in flashback)
- Avengers Mansion (Mentioned) (Destroyed)
- Harlem
- Luke Cage's and Jessica Jones' Apartment
- Hell's Kitchen
- Stark Tower (First appearance)
- Queens
- Manhattan (Main story and flashback)
- New York City (Main story and flashback)
- Unidentified S.H.I.E.L.D. base
- New York State (Main story and flashback)
- United States of America (Main story and flashback)
Items:
- Iron Man Armor Model 25 (Main story and flashback)
- Captain America's Uniform and Shield
- Spider-Man's Suit and Web-Shooters
- Daredevil's Billy Club
Vehicles:
Synopsis for "Breakout!: Part 3"
The mind-controlling Purple Man just gave Luke Cage an order to kill the heroes fighting the Raft escapees. However, what he fails to realize is that he’s been drugged and his powers temporarily do not work. This gives Cage the opportunity to pummel Kilgrave for threatening his girlfriend (Jessica Jones) and their unborn child. He beats him to a bloody pulp before Captain America stops him.
The seven of them, Spider-Man, Jessica Drew, Luke Cage, Matt Murdock, Iron Man, Captain America, and the Sentry fight the legion of foes off and manage to keep 45 of the 87 prisoners on the island.
The next morning, Cap comes to Iron Man and tells him how the previous night reminded him of the story of how the original Avengers were founded, and that the new team was formed by fate to put the balance back in place. Cap goes off to recruit those heroes who fought at the Raft, starting with Spider-Man.
Steve Rogers meets up with Peter Parker at his job teaching high school science, who agrees to join as long as he can leave if it doesn’t fit him well. Cage also agrees, as long as Cap agrees to let the team try doing things in new ways.
However, when Cap tries to recruit Daredevil, he hits the wall. Daredevil declines the offer, claiming that his current situation would put the team’s reputation at risk, and that is something he refuses to do.
Jessica Drew, having gotten pulled from her S.H.I.E.L.D. assignment because of the incident at the Raft, agrees after learning the only reason she’s still in S.H.I.E.L.D. is because of Cap.
The team meets at Stark Tower, where Tony Stark tells them that the top three floors will be their headquarters and dormitory if need be. Jarvis returns to aid them after his vacation. Tony says that, although he’s still not convinced the team will work out, he’s following Cap on this one.
Jessica Drew stands outside Stark Tower talking to a mysterious figure. She tells the figure that if they want her to report back on the activities of both S.H.I.E.L.D. and the Avengers, it was going to cost them.
Notes
- This issue is divided into three chronological periods. Pages 3 through 9 recount a flashback of the prior evening's Raft super-prison breakout. Pages 1, 2, 10 and 11 are a framing piece aboard the S.H.I.E.L.D. Helicarrier featuring Captain America and Iron Man early the next morning after order's been restored. Pages 12 though 22 depict Cap assembling the heroes on hand from the prison break over the course of the next day with their first official meeting as the New Avengers occurring later that same night.
