Akira Akatsuki is excited to learn that his father, Nozomu, has completed his two year project for Stark International and has invited him and his older brother, Hikaru, to the Raft. After narrowly missing their flight, Akira and Hikaru are escorted to the Raft by Pepper Potts, courtesy of Tony Stark. During this time, a special presentation on the Raft is being held with several superheroes and VIPs in attendance, including three children, Edward Grant, Chris Taylor, and Jessica Shannon. Upon reuniting with his father, Akira is not particular happy that Tony is taking credit for Nozomu's project, the DISK system, which is designed for capturing supervillains, though Nozomu's assistant, Peter Parker, assures Akira it is because they wanted to protect them. Unbeknownst to anyone, mysterious characters sneak into the cells of the supervillains and help them escape by storing them inside the aforementioned DISKs. Whilst Edward, Chris, and Jessica sneak off to try and get closer to their favorite superheroes, Loki suddenly appears above the Raft and uses the DISKs to unleash supervillains all over the island. When Akira, Hikaru, and Nozomu are attacked by the Crimson Dynamo, who is looking for an 'installer', they are assisted by the arrival of Spider-Man.

After Spider-Man deals with the Crimson Dynamo, Nozomu gives the biocode installer to Akira and Hikaru, urging them to escape with Spider-Man to the heliport via an escape route, where they run into Edward, Chris, and Jessica. Meanwhile, as the other superheroes try to deal with the crisis on the island, S.H.I.E.L.D. headquarters is also attacked by supervillains, prompting Nick Fury to step into action. As Spider-Man is separated from the group when he is confronted by the Green Goblin, King Cobra takes Pepper hostage, leaving the heroes unable to put up any resistance against Loki, who uses the DISKs to imprison many of the heroes; moving on to Iron Man, Thor, Captain America, and Wasp. As Akira states his desire to save Pepper and the heroes, Hikaru comes up with a plan.

In an attempt to free Pepper, Akira attempts to trick King Cobra under an avalanche of crates, but fails. Chris arrives with a forklift and knocks the crates down, but King Cobra slips out. While Loki is in the middle of imprisoning the rest of the heroes, Iron Man frees himself and takes down King Cobra, while the kids free Pepper. The celebration is cut short when Loki arrives with Tom and M.O.D.O.K., who destroys the biocode installer. At the same time, S.H.I.E.L.D. is detained by Cottonmouth. Iron Man tricks Loki into firing a burst of energy that supercharges the remains of the installer, integrating a biocode into each of the kids. Tom traps Iron Man in a DISK, which is then taken by Spider-Man, who instructs Akira to send Iron Man out to finish the job. Akira and Loki's wristbands make contact with each other during a scuffle, causing all the DISKs in the immediate area to fall into a pocket dimension. Loki withdraws with Tom, and Nick Fury arrives at the scene after the battle and takes Akira and Hikaru into S.H.I.E.L.D. custody.

After the events at the Raft, Akira and Hikaru are taken aboard the Helicarrier while the other three are sent safely home. There, Nick Fury and a tiny hologram Iron Man (from inside the red DISK) reveal that because the biocode installer was damaged when it installed a biocode in the kids, the kids have a Limited Biocode, which only allows the released heroes to be outside the DISK for a few minutes and also requires hours to recharge. A man by the name of Senator Robert enters with incriminating photos of Fury, Tim, and Loki, leading to Fury's arrest and the temporary decommission of S.H.I.E.L.D. During all this, Spider-Man has recovered the DISKs containing Thor, Captain America, Hulk, and Wasp. Robert denies permission for S.H.I.E.L.D. to intervene when Lizard is seen on a rampage, leading Akira, Iron Man, and Spider-Man to intervene on their own. After Lizard is D-Secured, Iron Man runs out of time and a blonde masked woman (Rosetta Riley in disguise) sends out Diamondback to finish the job with the other two. Meanwhile, Hawkeye approaches Hikaru with a DISK wristband and offers him the chance to help off the radar.

Hikaru accepts Hawkeye's offer and parachutes down to a building near the scuffle with Diamondback against direct orders from Robert and Hill. With a little help from Akira, Hawkeye manages to leave Diamondback distracted long enough for Hikaru to stop the disguised Riley from stealing more DISKs from within a bank. Unfortunately, Riley sends out King Cobra to send Hikaru flying. After being caught by Spider-Man and handed Thor's DISK, Hikaru releases Thor, who interrupts King Cobra's offer to finish the kids off in exchange for permanent freedom with a hammer toss. Diamondback throws a fragment bomb diamond to ensnare everyone, but Thor uses a whirlwind/lightning combination to destroy the bomb and force Diamondback to surrender. Riley is forced to withdraw King Cobra and escape with Tim and M.O.D.O.K., as Hikaru and Thor introduce each other formally. Later, Pepper and Iron Man give Akira and Hikaru a place to stay in New York while the crisis continues. Robert mulls over S.H.I.E.L.D.'s failure with his reflection, and in said reflection is the face of Loki.

Spider-Man tries to convince Chris to help out with the DISK effort, but Chris refuses due to sheer lack of interest. Spider-Man begrudgingly admits defeat in the manner, considering how Ed refused due to overwhelming cowardice and Jessica due to being preoccupied with luxuries. After tossing Captain America's DISK to Chris regardless, Spider-Man is attacked by Joel and Abomination. The two manage to get away with the DISKs containing Wasp and Hulk, as well as Spider-Man himself. Meanwhile, Jessica and Ed are captured and locked up in a frigate by Menino. After Chris escapes Joel with a little help from Iron Man, Captain America confers with the team from within his DISK until Chris disconnects the wristband. Chris, remembering an argument with his parents about his uncertain future, decides to rejoin the team after seeing the Hulk on the news. Hulk, under secretive alchemic mind control by Diablo at the command of Menino, goes on a destructive rampage, forcing the team (including Chris) to go into action. While Jessica and Ed use their wits to find a way out of their cell, Iron Man and Thor are easily defeated by Hulk, who sees them as monsters of their own. With all the adrenaline overriding his uncertainty, Chris finally releases Captain America, who prepares to stand and face the still-rampaging Hulk.

Captain America begins to face Hulk, still on a rampage from Diablo's alchemic control, and starts by playing defense with his vibranium shield to gauge the situation. While Hulk is distracted, Akira and Hikaru recall Iron Man and Thor, who desperately needed time to recover. After forcing Hulk to tire himself out, Captain America goes from playing defense to outwitting Hulk to forcing him into a test of endurance, which Hulk loses. Akira secures Hulk in a new DISK, freeing him from his control. Meanwhile, Jessica and Ed escape their room on the frigate to where Spider-Man is being kept, and are found by Tim. Jessica takes out Wasp's DISK and a wristband, having snuck through the air vents to the room where they were kept, and releases Wasp. Despite Tim's intervention with an extremely arrogant M.O.D.O.K., Wasp frees Spider-Man and helps Jessica and Ed escape while Spider-Man decides to stay and keep M.O.D.O.K., Diablo, Abomination, and Whirlwind. As King Cobra closes in on their position in the air shafts, Jessica and Wasp send Ed to put out an S.O.S., which is picked up by the team. Seeing as how Whirlwind's tornado shielding makes it impossible for the Stark Industries Jet to make it through to the frigate, Akira tries D-Smashing Hulk, the only one who could make it through, but to no avail.

While trying to solve the puzzle of Whirlwind's tornado, Tony's mind flashbacks to when he and Nozomu (as well as clumsy assistant Peter Parker) were working on the DISK, and how talking about Nozomu's two sons helped come up with the classification systems, and how the party came into being. In the present, Iron Man explains how every hero in villain is split into one of the five classes, and that every Biocode is permanently locked onto the first one D-Smashed. This explains how Akira, locked to Tech-class DISKS, failed to D-Smash Hulk and then as an example Thor. On the frigate, Loki's five masked colleagues wait impatiently for him. While King Cobra captures Jessica and Riley takes the DISK containing Wasp, Iron Man asks to be released and sent to face the tornado with Hulk's DISK and a wristband in hand. After barely making it through alive with as much moral support as possible from Akira (despite the dissuasions from the rest of his team) Ed catches Hulk's DISK and attracts attention while heading the wristband. Biting King Cobra to get free, Jessica tosses Ed the wristband. Hulk, upon being released by Ed, faces against what's left against Diablo's alchemic control, knocking the villain into Whirlwind and knocking out the tornado. Captain America and Thor join Iron Man and Hulk on the ground, and thanks to some learned trickery Jessica brings Wasp back into the mix after getting her DISK back from Riley. With the heroes, villains, and their DISK-controlling partners all lined up for battle, Captain America finishes the episode with the iconic battle cry: "Avengers Assemble!"

Reunited at last on the frigate, the Avengers face off against Loki's cohorts while a harshly weakened Spider-Man struggles to survive below deck. Everything seems to be going well until Loki arrives disguised as Hikaru, tricking Thor into taking a Cane Blast point blank. Seeing the need to retreat, Loki orders Abomination to sink the Frigate, and then retreat. Jessica and Ed manage to capture a defeated Whirlwind, Diablo, and King Cobra while Captain America, Hulk, and Wasp try to find Spider-Man before it's too late. Spider-Man, dreaming of his "reported demise" and "triumphant return" to New York, wakes up to find the Avengers carrying him out of the ship. Later, while the team is having a celebration, Senator Robert closes in on Stark's penthouse in New York with a new warrant for either registration or arrest. However, the team is safely in one of Stark's Japan penthouses instead. Captain America offers Hawkeye to join the team, who declines due to his determination to take the corruption out of S.H.I.E.L.D. The next day, Akira and Iron Man find themselves in a dojo belonging to an old friend and bitter enemy of Stark's, the Silver Samurai.

Iron Man and Akira try to negotiate a cease-fire between the Avengers and the Japanese criminal empire of the Silver Samurai from within the dojo of the latter. The rest of the team anxiously waits and watches from outside, with Pepper keeping an eye on things remotely. Iron Man mentions to Silver Samurai that in order to repay an old debt, he has to swear to keep out of the DISK business altogether in addition to not interfering with the Avengers' safety in Japan. Akira, who thinks Stark has gone crazy, interrupts the negotiations, prompting Silver Samurai to send in his bodyguards. Silver Samurai decides that the best way to resolve this is with a duel between his sword and Akira's D-Smash, to see which is faster. Hikaru bursts into the dojo's entrance from the outside, forcing a conflict between the security staff of the dojo and the remaining Avengers. Silver Samurai's duel proceeds as planned, despite Iron Man's objections, and Akira wins. Holding to the agreement, both parties depart from the dojo. Later, Peter Parker stops by the base with a video recording from Spider-Man, who explains he has to stay in America. Peter nearly reveals his identity as Spider-Man when the team asks him to pass on their thanks, but manages to keep it to himself. Everyone pairs off and heads to bed, with a new mission ahead of them.

Hikaru and Pepper secure the DISKs that the team has obtained so far while everyone else is at their own activity. Jessica spends time trying on new clothes at a fashion shop, Ed spends time showing off his knowledge at a superhero memorabilia store, and Chris spends time sampling Japanese cuisine at a restaurant. Iron Man, attempting to build a new invention, directs Akira on what to do step-by-step, but ends up driving both him and Pepper crazy in the process. Eventually, Iron Man decides to compensate for this by building Akira a pair of jet-powered roller skates called Booster Skates. While testing them out outdoors, Akira and Iron Man find out the hard way that the Booster Skates have a bug in them that won't allow them to brake. Interrupting a brother-based conversation between Hikaru and Thor, Akira and his Booster Skates go out of control, and even Thor can't catch him due to an auto-evade feature Stark put in. Plus, Akira's biocode has yet to recharge. Pepper tries to call everyone else for help, but no one else answers. Eventually, Thor breaks the ground right in front of a dead end, launching him into the air for the catching, but his time limit expires. Hikaru catches Akira's arm, nearly dragging the both of them down. Akira's biocode finishes recharging at the nick of time, and Iron Man catches them. With everyone heading back home and later to bed, Iron Man and Pepper finish the big invention from earlier in the day: the D-System, which can locate DISKs when they pop back into the world's dimension.

With the D-System fully operational, everyone heads out to a desert to locate a hidden DISK. Ed packs his bag too heavily, and ends up slowing everyone down. Chris offers to help him out, but expresses his disgust for Ed's weakness. They run into Joel and Absorbing Man, who accidentally reveal that Nozomu is in fact alive and well. Joel is summoned by a phone call from his agent, so he leaves Absorbing Man to take care of the Avengers. He completely withstands attacks from Wasp and Thor, but is eventually defeated and captured due to his arrogance. Maenwhile, Akira uses his new Booster Skates to carry himself and Ed on a chase after Joel, who blindsides them and sends Juggernaut out to deal with them. Juggernaut nearly finishes off Iron Man, believing himself invincible, but Ed eventually stops hesitating and sends out Hulk to face Juggernaut. Hulk delivers a massive reverberating blow to Juggernaut's helmet, causing him to keel over in pain. Ed captures Juggernaut, and everyone returns to the base. In their room, Captain America tells Hulk that Ed's trying his best and it would do everyone good to be more accepting. In the lab, Tony and Pepper notice that everyone's time limit for their heroes has increased by a minute, but they decide to put a lid on it for the time being.

While Wasp, Captain America, and Thor keep Tim and a couple of his Tech villains busy, Akira and Ed attempt to get their hands on a new DISK from a dangerous location in a construction site. Ed D-Smashes Hulk by mistake, shaking the structure and accidentally knocking the DISK down. Akira manages to catch it, though, and finds that inside is a hew ally: Rhodey A.K.A. War Machine. After winning the battle for the Avengers, Rhodey officially introduces himself at the condo, and due to the DISKs' limitations has a back-and-forth conversation with Tony through Akira. Rhodey lets slip off-hand that he knows about Tony's "special night in Miami", infuriating Pepper and forcing him to request not to be released again in the near future. After the argument, Chris remarks to Ed that his hesitant attitude makes him the weak link in the team, and Captain America requests Chris to stop, mentioning "Bucky" off-hand. In Jotunheim, Loki demonstrates his disappointment at Tim by having Manino join him in the next DISK errand. As Ed sulks in his room, an alert reaches out to the team, and they are forced to leave without him. Inside a space center, Tim sends out M.O.D.O.K. and Manino sends out Graviton. Graviton overpowers the team entirely, making all their attacks useless. Back at the base, Hawkeye stops by the still-sulking Ed outside and uses reverse psychology to anger Hulk into giving Ed a moral boost. Hawkeye offers him a ride to the space center, where Graviton is pummeling the team with machinery and models found in the room by the time they get there. Graviton gets carried away, bringing M.O.D.O.K., Tim, and Manino into the gravity wells he creates as well. Timing the D-Smash just right, Ed sends out Hulk to knock Graviton into his own gravity well, using his massive weight as an asset. Eventually, Tim and Manino are forced to D-Secure their villains and teleport away using a new escape device. With his confidence now restored, Ed sits back and relaxes knowing how useful h

Hikaru, Chris, Ed, and Jessica play a hero combat video game using their partner heroes as characters, and Jessica becomes very tired of Hikaru winning all the time. Insisting that such a perfect person like Hikaru must have some weakness, Jessica demands one more round on the game, but the power goes out before they get the chance. Akira had been playing with a mechanical arm and had accidentally cut the power temporarily, but since Hikaru didn't know that he used all the furniture he could to break down the doors on the way to where Akira is located. Hikaru is so worried about Akira's well-being, that he won't even let Tony finish a sentence on being vigilant. Jessica then realizes that Hikaru does have one weakness: he has a one-track mind when he is worried about Akira. Later, Thor tells Hikaru the story of Loki and how he came to be the villain he currently is, stating that it is his responsibility to halt his schemes, not unlike Hikaru's responsibility to take care of Akira. In Jotunheim, Loki announces his anger with how he and his partners are losing progress and decides to handle the next one in person. Both he and the Avengers get the signal for the next DISK, which is located in a chemical plant. In order to get to it, Thor has to use his lightning to power the computer and Iron Man has to hack the password using his armor. Before that can happen, Loki reaches out to Thor and invites him to "settle the score" a short distance away. Thor agrees, but Hikaru sees Loki's invitation as a plan to separate Thor from where he is needed and ensure victory. As Tim arrives at the plant, he runs into Iron Man and Thor, whereas the other three Avengers head out to take on Loki. Tim sends out Whiplash, who is defeated by Iron Man and Thor and D-Secured by Akira. Loki manages to evade the other three Avengers, as he and Tim return to Jotunheim. With the DISK recovered, the team heads back to the base, where Jessica still loses to Hikaru in the game despite making him th

When the next DISK appears to be located around Jessica's house in France, she offers the team a place to stay while they are going after it. However, when Akira thanks her, she states that it was done solely out of noblesse oblige and has nothing to do with friendship whatsoever. When they arrive, Jessica's parents greet the team, and Akira accidentally breaks a vase. Jessica's parents explain that Jessica's attitude comes from growing up without friends, so she considers them unnecessary. Later, the DISK is revealed to be somewhere in a series of tunnels underground. Akira and Jessica bicker along the way as one ends up saving the other from traps a few times. Eventually, Jessica declares her independence from the rest of the team and storms off, while the rest manage to locate the DISK. They are intercepted along the way by Tim and Doctor Octopus, who manages to disable Iron Man and prevent any other hero from being D-Smashed using his tentacles. Before Jessica can leave, Wasp decides to snap her out of her independent mood swing and tells her that noblesse oblige isn't just about the privileged helping the unprivileged, but also about teammates helping each other. She then returns to the battle scene, D-Smashing Wasp to outmaneuver Doctor Octopus' tentacles and free Iron Man. Together, they take out Doctor Octopus, D-Secure him, and obtain the DISK. Jessica and Akira make amends, then exit the tunnel system together for a treat.

After seeing how managing schoolwork while staying around the base was proving difficult for everyone, Iron Man and Pepper decide to take everyone to Techno Isle Tokyo, a miniature city outfitted with the latest surveillance and security technology by Stark International. (Tony specifically decided to take them to the city's scool, Techno Isle International Academy.) As it turns out, they are not alone, as Ōkuma and Riley are also in the city for other purposes. Establishing the double life the kids would have to lead, the Avengers gave them some last-minute advice and pep talks before they officially enroll. The day progresses well for everyone, which includes Akira meeting a girl named Noriko Ashida in a basketball game. As it turns out, Noriko is very impressed by Nozomu's genetic work, and asks Akira to get her copy of Nozomu's research autographed. This is interrupted by Hikaru who approaches and describes how the book and information within it is outdated. Noriko is captivated by Hikaru as he explains the book, but the discussion ends abruptly when Pepper calls in about a disturbance. The alert turns out to be a rampaging Sabretooth, who is destroying many buildings in the urban area of Techno Isle. Ed explains that Sabretooth is different than the villains faced so far, as he is a Mutant. But before he can explain much more, a camera spots a few policemen about to be sliced. Iron Man rescues the policemen and tries to stop Sabertooth, but is defeated. Also, when the rest of the Avengers attempt to take him down with a final strike, Sabretooth's healing factor allows him to shrug off the attacks. The battle scene is then interrupted by Wolverine, who displays how he has found the DISK containing Cyclops. Wolverine expressed his frustration that Tony Stark allowed mutants to be drawn into the conflict, but switched to the matter at hand: A showdown between himself and Sabretooth.

While Wolverine and Sabretooth are staring each other down (with Iron Man reluctantly standing back), they are interrupted by three Destroyers being D-Smashed onto the scene. Seeing as how he wouldn't allow anyone to interrupt his rampage, Sabretooth obliterates one of the Destroyers and sets off after Ōkuma and Riley. Thor advises the Avengers and Wolverine to go all out, since the Destroyers are lifeless husks. Sabretooth threatens Riley since she intervened, but Ōkuma and Manino D-Secure him, noticing that the DISK changed shape due to his mutant nature. Back on the battle scene, the Avengers take down one Destroyer while Wolverine takes down the other with some help from his healing factor. A safe distance away, Iron Man apologizes for what happened to Cyclops and offers Wolverine to join the DISK-securing effort. Wolverine responds with the story of the Sentinels, robots designed by humans to hunt mutants. Wolverine sees the DISKs as the new Sentinels. Pepper tries to explain that history wouldn't repeat itself, but Cyclops had already considered that in the past and had since become living proof that it was false. (Professor X, on the other hand, had stated that changing that was the whole point of the X-Men.) Akira asked why mutants were considered any different than the Avengers, and Tony supported his views on how it was unjustified. That night, Noriko had another dream (she dozed off into one earlier that day) and in that dream she encountered the astral projection of Professor X and abruptly woke up. This distracts her the next day, as she tries to keep up with some tutoring from Hikaru, who she feels enamored to. After a walk, Noriko asks Hikaru if he knows anything about the rumored kids who are supposedly summoning the Avengers. When Hikaru doesn't reply, Noriko asks him to escort her home and keep her safe...after a night on the town. Back at the base, while everyone else is excited about getting take-out, Captain America watches Chris practice boxi

Despite Noriko still being in shock, Wolverine tries to convince her to come to the Xavier Institute. She refuses, still in denial about being a mutant to begin with. Begging Hikaru to keep it a secret, she runs off. Later, the Avengers fight the Wrecking Crew while trying to get a DISK. The battle seems to be going in the favor of the Avengers, but Hikaru is still distracted by thoughts of Noriko, which nearly gets Thor beaten by Thunderball. After Iron Man swears revenge against the Wrecker for his humiliation on the Raft, the Wrecker creates an earth tremor with his crowbar and sends construction equipment falling down. Hikaru doesn't notice, and Chris is forced to pull him out of the way, worring Captain America. The Avengers defeat and D-Secure the Wrecking Crew, but Joel escapes with a new DISK. After seeing that Chris is okay, Captain America starts yelling at him, saying that he is untrained and should leave the difficult stunts to an Avenger. Chris angrily replies saying that they aren't partners like this, and how the Captain only wants to keep himself from reliving the loss of Bucky. Back at the base, Iron Man reveals that he knows Noriko is a mutant, and could possibly use her unique bioelectricity to free the heroes from the DISKs. Hikaru asks Iron Man to wait a while until she's ready, but Iron Man refuses. When they find Noriko later, Iron Man pressures her to help free them, but Noriko lashes out at them feeling betrayed by Hikaru, nearly hitting them with an electric blast. Wolverine intervenes and scolds Iron Man for treating Noriko like an item instead of a person, while Ōkuma watches from the distance.

Wolverine tries to comfort Noriko, telling her that at the Xavier Institute she will have friends who have been through exactly the same thing and can help her learn to deal with being a mutant. He also tells her that trust is a big part of being a mutant, and how she really does need people she can rely on. Later that night, Hikaru apologizes to Noriko about the whole deal over coffee, stating how it doesn't matter to him what she is, and Noriko accepts the apology whole-heartedly. Before any more can be said, though, Hikaru is alerted to the fact that Chris is leaving. Hikaru D-Smashes Thor to make his way over, and is silently observed by Ōkuma. Back at the base, Chris is begged by Captain America to stay, asking where he went wrong as a mentor. Chris cuts Captain America off, storms off, and is approached by Thor and Hikaru. Chris explains how he didn't want a mentor to stand above him, he wanted a partner to be alongside. Even Ed's attempt to give Chris a guilt trip didn't stop him from leaving. Later, as the team is discussing how they'd fight without Captain America, Iron Man once again insists on recruiting Noriko, but Hikaru stops him entirely. Pepper interrupts, showing Noriko inside. Noriko announces that she is leaving for the Institute and wanted to stop by one last time first. Before she leaves, though, she decided to try and free everyone from the DISKs once. Noriko is given the DISKs for the remaining Avengers and War Machine, and some time alone in the lab to try and free them. However, while Jessica explains how Noriko wanted Hikaru to stop her from leaving, some smoke starts trailing in from the lab. When they get there, the DISKs (both heroes and captured villains) are missing and there is a big hole in the wall. Elsewhere, Noriko gives the DISKs to Ōkuma as part of a deal, the DISKs for the removal of her powers. However, Ōkuma lied to her, since he really can't remove her powers. The team tries locating Noriko, but come up empty all across T

With Wolverine paralyzed by Predator X and Cyclops overwhelmed by Baron Zemo, the battle does not bode well. Despite Wolverine's adamantium skeleton being too difficult to pick up, Hikaru attempts to carry Wolverine off to safety. Hikaru's determination to save Noriko and prove useful keeps him going, but the tide of the battle turns hopeless once Cyclops runs out of time and automatically returns to his DISK. Ōkuma approaches Hikaru with a tied-up Noriko and demands the DISKs of not only Cyclops, but also Captain America. Akira, Jessica, and Ed arrive on the scene, and Ed starts praising Zemo to buy some time for Chris to arrive. At an airport security line, Chris finds the DISK for Captain America in his pocket, forcing him to stay in Japan. (During Ed's last-ditch attempt to get Chris to stay the night before, he had snuck the Captain's DISK into Chris' back pocket.) Back by the dojo, Zemo starts to bore of Ed's praise, and Ed runs fresh out of material. Ōkuma asks why any of them would bother to protect mutants like Noriko and Wolverine, saying that they are heartless and untrustworthy monsters. This forces Noriko to respond with an area blast of her bioelectric powers, knocking out Predator X. Noriko doesn't stop her blast, saying that since she's a mutant nothing matters anymore and she should just make everything disappear. However, Hikaru refuses to abandon her, and enters the bioelectric hazard at his own risk to reach out and comfort Noriko. He does so with her, tears in both their eyes, and Noriko's electricity fades away. As Ōkuma is about to D-Secure Noriko herself, Chris arrives and D-Smashes Captain America to deal with Zemo. The two begin to duel, but the Captain lets his anger over Bucky get the better of him and Zemo corners him easily with both his sword and his words, and Zemo knocks away the shield. Chris steps into the fight, tossing the Captain his shield in order to counter-attack. As the Captain starts dominating Zemo, Chris states how he

In Jotunheim, Loki has one final gloating moment with the helpless Avengers. Iron Man and Thor express how not capturing Captain America that moment was extremely foolish, but Loki ignores them and proceeds with his plan anyway. Loki reveals a technological chamber containing all the DISKs in his possession, and declares that he plans to use the device to absorb all the powers of heroes and villains alike into his own being, hence becoming all-powerful. The X-Men, kids, and Noriko arrive in Jotunheim via the Blackbird thanks to assistance from Beast, and are ambushed by three Destroyers the second they arrive. The X-Men easily eliminate the Destroyers, but the kids minus Chris feel something happen with their Biocodes right after, as Loki is beginning to drain the power of their partners. To make matters worse, the fallen Destroyers are replaced with three Sentinels, which can overpower the X-Men. Elsewhere, Professor X reaches out to Magneto and appeals to him to save Noriko and the X-Men from the Sentinels, as Magneto could not pass up an opportunity to recruit Noriko himself. Back in Jotunheim, Tim confronts Nozomu in his secluded lab, stating that the device he created was already up and operational despite Nozomu's attempts to sabotage the device. Tim also mentions how the remaining X-Men and Nozomu's sons are cannon fodder to the Sentinels. In the field, Hikaru and Jessica prepare to D-Smash Cyclops and Beast to help deal with the Sentinels, but the X-Men tell them to save their Biocode for later and leave the Sentinels to them. Noriko attempts and fails to use her powers to shut one of the Sentinels down, but it is abruptly lifted into the air as Magneto arrives (Professor X assisted him with Cerebro) and compresses it until it explodes. Magneto pins down the other two Sentinels and states he has come to recruit Noriko to help him create a new world where mutants are the dominating species. Noriko declines, stating that thanks to Hikaru and the others, she sh

With the Avengers assembled for the final battle against Loki, the Celebrity Five flee and Nozomu steps back with the kids. After Iron Man and the Akatsukis give each other their thanks, Thor attempts to have Loki be ashamed of stealing the powers of others. However, Loki fakes Thor out and blasts him point blank. This drives Thor to overcome his constant responsibility to stop his brother's scheming while at the same time caring for him, and instead do it by any means necessary. With one final battle cry, the Avengers charge on Loki. Iron Man dodges Loki's initial blasts and follows him skyward, managing to sucker punch him and knock him down to the ground. Iron Man taunts Loki for only using one attack, but Loki manages to get up and hit him with one of his own repulsor blasts. He then proceeds to attack the Avengers with Diamondback's explosive diamonds, and repel Thor's hammer with Juggernaut's armor. It seemed that despite Captain America destroying the device, Tim managed to finish the device's processes at the last second. Hulk charges at Loki, but Loki repels him by splashing him with Diablo's alchemy, once again turning him against the Avengers. However, Ed once again tries to reach out to Hulk, and once again frees him from the alchemic control through their bonds. Hulk knocks Loki into the wall, who then gets up and uses Whirlwind's powers to create a massive tornado. Loki tries to hide in the tornado to stall for time, but Tony tells him he's broadcasting Loki's cowardly ploys onto the internet, and that comments are flooding in full of trash talk against him. Loki eventually loses his patience and removes the tornado. He then risks his being by absorbing the power of all the DISKs into his body at once, nearly destroying his castle and burying the ongoing duel between Wolverine and Sabretooth in ice. Taking the fight outside, Loki splits into five and faces the Avengers one-on-one. He uses Doctor Strange's powers to match Iron Man's, Baron Zemo's to mat

Akira and the other children are still recovering from the affects of Synchronizing their Biocodes with the Avengers. Crossbones frees Loki's former henchmen, who are on their way to prison, in order to gain their Biocodes. A possible trip to the hot springs with Sunfire is interrupted by the discovery that Mystique has stolen the Avengers' remaining villain DISKS, disguised as Pepper, in exchange for being freed from her DISK by Red Skull. Sunfire tracks her and interrupts Crossbones as he is about to shoot Mystique. He attacks the Red Skull, but is badly injured by him. Red Skull has gained a full Biocode installation for himself and Crossbones from Loki's former henchmen, using the red Dimension Sphere, which has the power to make miracles a reality. He D-Smashes the villains to stalemate the Avengers and escape.

An escape pod containing Rocket Raccoon and Groot is stopped by Iron Man and Hulk from crashing in Techno Isle, Tokyo. The pod also contains the Kree Mact, a powerful blue energy device stolen from Ronan by the Guardians of the Galaxy. Iron Man reluctantly agrees to board the Helicarrier in order to study it. Eventually Rocket and Groot revive, just as the other members of the Guardians arrive to take back the device and their comrades. The Avengers fight with the Guardians, but settle their differences just before a vortex opens and a large creature emerges.

The large creature is Fin Fang Foom and he toasts the Helicarrier with his flame. A cobbled together beam weapon is built by Iron Man and Rocket Raccoon, using the Kree Mact as its power source. The beam strikes Fin Fang Foom and knocks him out. Hikaru D-Secures him. Ronan soon appears, angry that the Kree Mact was used thus and wanting it returned. Iron Man stalls for time, asking for an hour to vote. Ronan drains power from the Helicarrier, causing it to crash land in the sea, but agrees to give them an hour. The Heroes attack separately, but are swiftly defeated by Ronan's ability to absorb and control energy. They regroup and attack as a team, with help from Hawkeye, draining Ronan briefly. Defeated, he teleports away. Captain America offers for the Guardians to join the Avengers, but they decide not to. They leave the Kree Mact with the Avengers, to Iron Man's delight, and take two smaller decoys with them.

A partial recap episode. Tony and Akira reminisce about their adventures together insofar. Meanwhile, M.O.D.O.K. hacks Tony's data base and steals the data they have collected throughout the series.

While out getting chimichangas and money, Deadpool encounters King Cobra at a "villain joint", defeats him and takes Iron Fist's DISK. Later, he shows up at Avengers headquarters, offering the DISK in return for becoming the leader of the Avengers. King Cobra shows up with Cottonmouth and Diamondback of the Serpent Society, wanting the DISK back. Deadpool (with the backing of the Avengers) easily defeats and the kids D-Secure them. The team refuses his request and he leaves, replacing the captured DISKs with joke fakes. Later, Tiger Shark shows up, wanting him to turn on the Avengers. He is refused and is about to attack Deadpool, when the Avengers show up. They had planted a tracker on his uniform when he was in the shower. Tiger Shark is about to attack them all, despite their bluff of using Iron Man's new armor, when Red Skull D-Secures him, having warned him to stay away from the Avengers. Red Skull's voice laments about how "evil never triumphs", before fading away. Deadpool has vanished in the meantime, revealing (to the audience) that he still has Iron Fist's DISK.

Hawkeye and Falcon lead a mission to save a researcher but when Hawkeye can't make it out he tells Falcon to go without him telling him to take care of the kids at all costs. The Avengers get a message from Red Skull saying that he plans to destroy the world and in the world that is recreated there will be a new law in which good never triumphs. With five bases and five avengers the kids split up. Akira, Iron Man, and Falcon go to the first hideout and take on Whiplash and Crimson Dynamo. Akira senses that Falcon is troubled due to Hawkeye's absence and doesn't allow Falcon to take any unnecessary risks saying that Hawkeye wanted Falcon to be safe just as much as the kids. Akira and Iron Man then take on M.O.D.O.K. who controls tech disks and sends them on Iron Man. Falcon is able to save Iron Man but gets badly injured. Iron Man then defeats M.O.D.O.K. with his new invention. Due to Falcon's bad wounds, Akira D-Secures him and makes Falcon his second hero.

With the threat of Red Skull's world destruction plan, Jessica and Wasp go to Wakanda to find the second base. Jessica meets Black Panther, who has been overthrown by Tiger Shark who oppresses the people of Wakanda and forces them to be slaves. Jessica and Black Panther come up with a plan to free the slaves and stop the threat at the same time. At first the plan goes sound, but Jessica gets captured by King Cobra and the Serpent Society, leaving Black Panther to fend for himself. Black Panther frees Jessica but then gets D-Secured by Tiger Shark. Jessica D-Smashes Wasp who with Iron Man's invention saves Wakanda. Jessica then takes the D-Secured Black Panther as her second hero.

Black Widow/Natasha Romanoff arrives outside Deadpool's apartment building. In his apartment, Deadpool is trying to sell Iron Fist's DISK to Taskmaster, but the other is uninterested in the offer and hangs up on him. Black Widow then calls on Deadpool at his apartment in order to hire him for a mission. Deadpool accepts the payment - after proposing to her. Meanwhile Chris, Captain America, and their S.H.I.E.L.D. escort arrive at Baron Zemo's base, where the villain is to launch the next part of the Red Skull's plan. The group enters through a supposedly unguarded tunnel, but are surprise attacked by the Green Goblin and several HYDRA agents. The S.H.I.E.L.D. agents remain behind to fight the Goblin as Chris is forced to abandon them in order to continue his mission, much to his dismay. When more HYDRA agents corner Chris, Deadpool arrives and saves him. On the surface, Deadpool gives Iron Fist's DISK to Chris, who is still unhappy that he left the S.H.I.E.L.D. agents behind to face the Goblin and HYDRA alone. The three then confront Zemo, who reveals he has brought Hawkeye, in a form of special suspended animation, with him to the base. He threatens to kill the S.H.I.E.L.D. agent if Chris D-Smashes Cap. Unable to condemn Hawkeye to the fate of the other S.H.I.E.L.D. agents who brought him to Zemo's base, Chris refuses to D-Smash Cap. Deadpool, unimpressed and angry with Zemo, attacks the villain anyway, receiving grievous injuries his healing factor cannot dissipate quickly because of Zemo's Dimension Sphere-enhanced abilities. When Chris still refuses to D-Smash Cap, Deadpool fires on Hawkeye in order to leave Chris and Cap free to fight. This reveals that the Hawkeye Zemo "brought" to his base was an illusion and, finally free to fight, Chris D-Smashes Cap. After a brief battle, Cap and Chris defeat Zemo and destroy the Gaia Anchor - only for Zemo to set off pre-placed land mines on the island before Chris can D-Secure him.

Ed, Hulk, and their S.H.I.E.L.D. escort head for the Abomination's base on Ryker's Island and the Raft. Ed is not eager to return to the island, but he faces that fear as he and Hulk split up with their S.H.I.E.L.D. guards to locate Abomination. During his infiltration, Ed receives a call from Pepper, who explains that Chris managed to do a double D-Smash. Ed is surprised as he listens to Pepper explain that the second D-Smashed hero can only remain outside their DISK for a short period of time when the primary hero's DISK time has already run out. Ed takes this into account, then hangs up. Managing to sneak into the base, Ed is spotted by Rebecca Riley, who makes a call. Inside the base, Ed crawls through the air vents, just as he and Jessica did when she received Wasp's DISK. Getting out of the ventilation system, Ed is cornered by the Celebrity Five. Though Hulk asks to be D-Smashed, Ed knows he needs the Hulk to defeat Abomination. Shutting down the Hulk's hologram, Ed tries to fight the CF with a broom - only to learn that they have come to help him defeat the Red Skull, who has enslaved them and made them HYDRA agents. The Five help Ed escape the other HYDRA agents before giving him Power Man's DISK. When Ed then runs in to a door he cannot open, he takes a chance and D-Smashes Power Man, who warms up to him when he sees that Ed possess Hulk's DISK. Power Man then carries Ed through the base on his back, punching through doors - and HYDRA agents - until they reach Abomination and the Gaia Anchor.

Hikaru, Thor, and their S.H.I.E.L.D. escort find out that the next base is below ground. As they head inside, Hikaru receives a call from Pepper, who assures him that Akira is fine. Before she has a chance to tell Hikaru about Falcon's fate, however, the older Akatsuki brother travels too far under ground and his phone looses the signal. Though Thor tries to assure Hikaru that Akira will be safe with Iron Man, the Thunderer's partner remains unsure. In the caves, Hikaru, Thor, and the S.H.I.E.L.D. agents find Graviton protecting the last Anchor. After a brief battle, Hikaru uses the Build Uo Plate to increase Thor's power. The two then easily defeat Graviton and destroy the Anchor. Hikaru D-Secures the villain and, when the world doesn't end, the S.H.I.E.L.D. agents cheer in triumph. Back at his base, Red Skull seethes with fury over the Avengers' triumph, then realizes that there may be another way he can win. When Hikaru and Thor go to study shards of a smaller Dimension Sphere that was powering the Gaia Anchor they destroyed, Red Skull arrives. The villain knocks out the S.H.I.E.L.D. agents and traps Hikaru in the cavern. He then threatens to injure Hikaru, wondering what the world would think of an Avenger who was unable to protect a child under his care, since Thor has returned to his DISK. Finding the threat does not phase Hikaru, the Skull then threatens to hunt down Akira, which infuriates Hikaru. Red Skull leaves and Hikaru falls to pieces with fear. In a blind panic, Hikaru looks to the shards of the smaller Dimension Sphere. Realizing what he intends to do, Thor warns Hikaru that the Sphere will corrupt him, but Hikaru shuts down his hologram and puts a shard of the mini-Sphere in his heart.

Thor agrees to fight the Avengers when Red Skull threatens to use Hikaru to do the job in his place. Tony plans to pretend to fight Thor until they can come up with a more effective counterattack, but Thor will not play along. The fighting becomes more intense as Thor states he cannot let Hikaru kill anyone. Realizing that Thor will continue to protect Hikaru at all costs, the other Avengers vow to protect their young partners as well. The kids look on in horror as the fighting only gets worse. The fight proceeds to wreck the base, scaring the HYDRA agents, who learn from Skull that they and the base are no longer needed. Crossbones emphasizes the point by shooting at one HYDRA agent, scaring him off. Skull then puts the Dimension Sphere into the base's computers and leaves his control room. Skull takes Hikaru to the tank bay where the Avengers are fighting and uses him as leverage to order Thor to kill the other Avengers, while the kids beg their teammates and friends to stop the madness. The Red Skull then suggests to Hikaru that if he used his Build Up Plate, he could destroy the whole team in one shot. Before he can order the boy to do that, however, Crossbones shoots the Skull in the back. Injured, Red Skull realizes that the man behind the mask is not Crossbones. The man confirms this, then takes off the mask and replaces it with a set of sunglasses. Hawkeye then holds up a DISK and states that Crossbones is taking a nap at the moment. Holding the villain at arrow point, Hawkeye tells him to release Hikaru. The Skull smugly admits he cannot - Hikaru is too far gone for anyone to reach. As if to prove the point, Hikaru charges up with Dimension Sphere energy to kill Hawkeye for injuring the Skull. Thor steps in the way of the blast and orders the Avengers not to help him. Since he and Hikaru are partners, this battle is theirs to fight. Hikaru eventually passes out, only to wake up seconds later, his old self once again. Hikaru is horrified by his behavior but

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