Appearing in 1st story
Featured Characters:
- Steve Rogers (Main story and recap)
- Guardians of the Galaxy
- Ultimates
- Red Room
- The Underground
- Sharon Carter
Supporting Characters:
Antagonists:
- Galactic Council
- Kree Empire
- Unnamed Kree representative
- Unnamed Kree soldiers
- Unidentified Spartax Empire Emperor (Shadow only)
- Brood Queen
- Unnamed Shi'ar Imperium representative (Shadow only)
- Skrull Empire
- Unnamed Skrull representative
- Unnamed Skrull soldiers
- Kree Empire
- Chitauri Wave
- Hydra
Other Characters:
- Unnamed woman (Death)
- Puff Adder (Gordon Fraley) (Mentioned)
- U.S. Army (Only in recap)
- General Phillips (Only in recap)
- Unidentified soldiers (Only in recap)
- Wu-Tang Clan (Mentioned) (Topical Reference)
- Alpha Flight
- Ultimates
- Ms. America (America Chavez)
- Black Panther (T'Challa) (Only in flashback)
- Numerous unnamed members
- Ultimates
- Hyperion (Marcus Milton)
- Nova (Sam Alexander)
- Nightmask (Adam Blackveil)
- Starbrand (Kevin Connor)
- Galactus (Mentioned)
- Quasar (Avril Kincaid) (Comatose or unconscious) (Revealed to be alive)
- Joseph Overton (Mentioned)
- Hydra
- Crossbones (Brock Rumlow)
- Sin (Sinthea Shmidt)
- High Council
- Viper (Ophelia Sarkissian) (Construct only)
- Madame Hydra (Elisa Sinclair) (Mentioned)
- Arnim Zola (Mentioned)
- Hive (Mentioned)
- Gorgon (Tomi Shishido) (Mentioned)
- Unnamed agents (Only in flashback)
- Chris Pine (Mentioned) (Topical Reference)
- Kobik (Mentioned)
- Namor the Sub-Mariner (Mentioned)
- Unnamed Atlantean warrior priests (First appearance; dies)
- Jarvis (First appearance)
- ⏴ Ultron / Hank Pym ⏵
- Avengers (Photo)
- Beast (Hank McCoy) (Photo)
- Wasp (Jan van Dyne) (Photo)
- Vision (Photo)
- Iron Man (Tony Stark) (Photo)
- Wonder Man (Simon Williams) (Photo)
- Sarah Rogers (Death in recap)
- God (Yahweh) (Mentioned)
Races and Species:
- Humans (Main story and flashback)
- Halfworlders
- Human-Spartax Hybrids
- Flora colossi
- Robots (Mentioned)
- Kree
- Spartax (Shadow only)
- Brood
- Brood Queens
- Shi'ar (Shadow only)
- Skrulls
- Human-Kree Hybrids
- Chitauri
- Alien Eternals
- Human-Vampire Hybrids
- Synthezoids
- Human-Olympian Hybrids
- Inhumans (Mentioned)
- LMDs
- Atlanteans
- Elder Gods (Behind the scenes)
- Cyborgs
- Mutants (Photo)
Locations:
- Vanishing Point
- Prime Marvel Universe (Main story and flashback)
- Earth (Main story and flashback)
- United States of America / Hydra Nation (Main story and flashback)
- Virginia (Only in recap)
- Camp Lehigh (Only in recap)
- New Jersey
- Newark
- Fred Myers' restaurant (First appearance)
- Newark
- Missouri (Only in flashback)
- St. Louis (Only in flashback)
- Sin and Crossbones' Super-Prison
- Las Vegas, Nevada (Mentioned) (Destroyed)
- Colorado
- Montana
- Washington, D.C.
- National Mall
- White House
- Situation Room
- Alaska
- Ultronic Territories (First appearance; unnamed)
- New York (Photo)
- New York City (Photo)
- Manhattan (Photo)
- Midtown (Photo)
- Fifth Avenue (Photo)
- Avengers Mansion (Photo)
- Fifth Avenue (Photo)
- Midtown (Photo)
- Manhattan (Photo)
- New York City (Photo)
- Virginia (Only in recap)
- Earth Orbit
- Alpha Flight Low-Orbit Space Station
- Medical Module Laboratory
- Moon
- Alpha Flight Low-Orbit Space Station
- Canada (Mentioned)
- Atlantic Ocean
- Wakanda (Only in flashback)
- Brazil (Mentioned)
- United States of America / Hydra Nation (Main story and flashback)
- Hell (Invoked)
- Heaven (Invoked)
- Earth (Main story and flashback)
Items:
- Star-Lord's Uniform
- Captain Marvel's Suit
- Planetary Defense Shield
- Nova Helmet
- Nova Force
- Starbrand (Behind the scenes)
- Quantum Bands (Behind the scenes)
- Sternbots (Behind the scenes) (Unnamed)
- Ironheart Armor Model 2
- Spider-Man's Suit
- Web-Shooters
- Nanosized fission bombs (Construct only)
- Bio-Synthetic Wings
- Black Widow's Gauntlets
- Cosmic Cube (Mentioned)
- Captain America's Uniform
- Captain America's Shield
- Kraken Armor
- Panther Habit (Only in flashback)
- Black Ant's Suit and Helmet
- Superior Octopus' Suit and Tentacles
- Iron Man Armor Model 4 (Photo)
- Mjolnir (Photo)
- Punisher's Arsenal
Vehicles:
- Kobayashi Maru (Mentioned) (Topical Reference)
Synopsis for 1st story
The mysterious man who identified himself as Steve Rogers helps the woman he saved from the Serpent Society walk through the forest where they are, a place not even she knows what it is. The woman asks to rests, and makes Steve notices that he was poisoned during the fight earlier, and she doesn't have much time left. The woman asks Steve how did he end up where he is, but he doesn't remember. He actually doesn't remember much besides the basic aspects of his life. He states he has the feeling there's somewhere he has to go, that someplace needs him. Steve then picks up the woman and sets out to carry her to a water stream an hour from there.
Somewhere else, Star-Lord, Rocket Raccoon and Groot have a meeting with the Galactic Council, debriefing them on the situation on Earth, and trying to get them to help. The members of the Council react quite differently as expected, and the members of the Guardians are forced to retreat while ducking from their attacks. Star-Lord calls Captain Marvel, who is helping hold the line against another Chitauri wave, and informs her about how things turned out. After the fight, at the A.F.S.S., Captain Marvel and Spectrum notice how the Chitauri attacks have increased in frequency, now arriving one after another in a matter of hours. The A.F.S.S. is barely holding together, and the injured are piling up. Alpha Flight's only hope, Quasar, remains in a coma.
In Newark, New Jersey, Natasha Romanoff meets up with Maria Hill through Boomerang. The best piece of intel Hill could provide Natasha was Captain America's social calendar. Natasha questions Maria Hill's terrorist methods to confront Hydra's threat and the way she's facing this situation, and Maria retorts bringing up the fact that Natasha was recruited young heroes into her cause.
The Champions find themselves in a confrontation against Viper, who threatens to destroy a theatre full of innocent people with nanosized fission bombs in her bloodstream. Even though the heroes fail to stop her and she detonates, the situation turns out to be a training simulation, one of the many the young heroes have failed. Natasha arrives, and points out that they have always failed because they don't consider killing as a solution. The kids remain adamant about not resorting to murder, but Natasha argues when the time comes, they will have to be willing to do it. She laments the world the old guard has left them, but states that if they are to survive, they need to give up on childish things.
In Montana, the members of the Underground chase after Sam Wilson outside the bar, trying to convince him to help them get out of the country. Sam has renounced superheroics, having become disillusioned after his time as Captain America, and argues everybody has quit fighting. However, the heroes get to him after informing him about the Cosmic Cube shards, and their role in Steve Rogers' current allegiance.
While taking Sharon Carter to a science fair at the National Mall, Captain America is called to an emergency briefing. He's informed about the Avengers' current incursion on a holy Atlantean temple in order to retrieve one of the Cube fragments. The fragment is found, but it discovered it's a fake. In retaliation for Namor's meddling in his search for the shards, Rogers has Hydra destroy the temple. When he's informed about a new lead, Captain America decides to take matters on his own hands.
In the Montanan forest, Sam is leading the Underground task team to the frontier. Everybody believes their next destination is Brazil; however, the Tony Stark A.I. reveals to Mockingbird he has kept the true location hidden to prevent anybody from losing their nerve.
It turns out the location is the base of operations of Ultron, who is notified by a robotic version of Edwin Jarvis about the detection of multiple airships. He decides not to activate the perimeter defenses, having decided to give his "family" a warm welcome.
Back in the mysterious forest, Rogers and the blonde woman have arrived to a waterfall. Steve rests the woman on the shore, and she insists he remains by her side as she doesn't have long. The woman encourages Steve and passes away. Steve places her body on the water, and walks away after lamenting for her.
In Newark, Boomerang wakes up and walks to his bathroom only to find a bomb attached to the mirror. It explodes, but he survives. While trying to get back on his feet, Boomerang is stepped on by a mysterious man who demands him to give him information about the reunion between Natasha Romanoff and Maria Hill. The man is the Punisher, sporting Hydra's logo as part of his vest, and enunciating the Hydra salute.