The Squadron Supreme's Citadel.
Once an alien warship, now our own personal aquarium.
Yeah, sorry about that, Tony.
When we raided the place for data,
we didn't exactly mean to flood it.
You got the job done, Falcon.
Now it's our turn.
Uh, this ship might still hold secrets to Nighthawk's plans.
The Squadron's been wearing us down mission after mission,
and I want to turn the tables.
Don't you think Nighthawk's already predicted we'd try this?
Of course. And I predicted he'd predict it..
Cap, shield?
Booster connected.
Time to use the Tower's arc reactor to get this place fired up.
You sure we can generate enough power?
Nope.
Hit it, Falcon!
See? I knew it would work.
Yeah. I-I didn't do anything yet.
It's a trap!
Cap! Iron Man! Um, uh... Avengers, Assemble!
Their signals are offline.
Then Cap and Tony are down.
Or worse.
What is that? It's too small to be-- Huh? Incoming!
Whoa! That was close.
It's worse.
The Squadron Supreme!
Now let's see how the mighty Avengers do without their leaders.
Squadron, strike!
We took out the leadership; the rest will fall!
What'd you do to Cap and Shellhead?
They broke into our Citadel.
They got what they deserved.
The time of the Avengers has ended.
Crime continues to run rampant because your leadership is too tolerant.
Give up this planet to us.
People will be safer under the Squadron Supreme's rule.
We can't give up the planet, because, get this, we don't own it.
Nighthawk's not usually this direct.
We will never yield to the likes of you!
Fighting to the end. Exactly as I expected.
Oh!
Huh?
An empty factory?
What's Nighthawk's plan, bore us to death?
The Squadron took out Captain America and Iron Man.
Do not underestimate their trickery.
This place is pretty cutting edge, but totally dead.
Coming through!
Speed Demon!
Aw, you remembered my name!
Playing Keep Away? What are we, five?
This game's a little more dangerous.
Did I say this place was dead?
That might have been a tad hasty.
Meet the new Doctor Spectrum.
Aw, don't be shy. Give him a high-five!
Thinning the herd. My favorite sport.
Hulk! There is no hiding from me, monster.
Who's hiding?
Is that all you have? Let me show you--
Talk too much.
Always selfish, Hyperion. Keeping the battle for your
I have bested Thor!
What makes you think you could have a chance against
Hulk's right. You all talk too much.
Avengers? Report your locations.
I'm at the Statue of Liberty.
Whoa, whoa, whoa, whoa!
We're fighting a nightmare factory, and you get to sightsee?
How is that fair?
I still don't think this is their real plan.
Nighthawk is never this overt.
Taking out our leaders, then separating us?
Seems like a pretty clear plan to me.
Without Cap or Tony, they cut off our head.
Speaking of Nighthawk, he's not at either location. Which means--
Almost caught me off guard, Nighthawk. Almost.
I'm not that predictable.
Huh?
Well, that was the definition of a close shave. Thanks.
Ooh, let's see what this one does.
Lasers, too? What kind of factory is this?
I liked the old Doctor Spectrum.
But I don't think you and I are gonna hit it off.
Is this where your Prism Power manifests some guilty figure from my past?
Too late, buddy, I've come to terms with the skeletons in my closet.
Uh... Huh? Hubble? Is that you?
I never meant to step on you!
I didn't see you!
Speedy delivery!
Up high. Down low. Too slow!
Hawkeye! Thor!
Speed Demon can outrun your weapons, but I bet he can't outrun the wind.
Wise words, Falcon.
You took my quiver, but you can't take my skills!
Not my first game of Keep Away.
Thanks for the assist, Falcon.
Anything for me, Captain Falcon?
"Captain"? Not quite!
But if you can find the factory's power generator, trigger a feedback overload.
Brilliant! That could either send this whole building up in flames...
Or counteract Spectrum's powers.
I know you're only from my mind, but I don't want to fight you, Hubble!
I'm so sorry about this, boy.
Falcon, it worked. Thanks.
You might be as dangerous as Tony Stark.
Exactly what Nighthawk's afraid of.
He tried to recruit you before, Falcon.
That's why he's fighting you personally.
But that's ridiculous.
I'm no Tony or Cap.
You've studied the Squadron more than any of us and Nighthawk knows it.
So knock off the "aw, shucks" and take the lead.
Your dishonorable tactics will not win this war.
Based on the data I saw,
Zarda's people are highly susceptible to electric shock.
But you're nowhere near a source of electricity.
Closer than you think.
Anything on Hyperion?
Uh, hit him harder?
Good plan.
Your combat skills have improved.
A simple brawl?
This isn't like you, Nighthawk.
I always knew you had promise, but it doesn't matter.
You'll never outsmart me.
Oh, no.
This whole thing was a diversion to keep us away from Avengers Tower!
Jarvis, what's going on in there?
Sir, it appears Nighthawk is sending the Tower into another dimension.
And taking New York with it.
If we don't think of something quick,
Nighthawk's going to use the Tower to pull New York into another dimension!
Now we know we Speed Demon went ahead and raided our Tower.
Nighthawk's been setting this up for a very long time.
Okay, Avengers. I know I'm not Cap or Iron Man.
No need for excuses, Falcon. Tell us what to do.
Avengers, Assemble! Try to
They'll never get back in time.
My wings!
Exactly as I planned.
Guess you didn't plan for this!
I will free us from this place.
Spectrum again? That prism must have a good warranty.
Not gonna do you much good there, Speedy.
- It's called friction! -And friction makes heat!
Hop on. Next stop, New York.
Hulk, get clear!
A word of advice, human.
Never turn your back on Zarda, Princess of Power!
What's wrong, Nighthawk? Things not going how you expected?
On the contrary...
Falcon, before you say "I told you so," the Squadron's got traps on top of traps.
We can't make it back!
Nighthawk's not the only one with tricks up his sleeve.
Huh?
A strategic error. Your last.
Wrong!
Strategic win... if it works.
Got ya!
Thanks.
You're welcome.
Reversed Nighthawk's teleporter beam? Nice.
Unfortunately, it didn't teleport just us.
We've fallen right into Nighthawk's trap.
Like dominoes tumbling into place.
We will make short work of you!
Keep telling yourself that, old timer.
I'll have you fixed in a second.
There. Whoa! Even I've never seen energy like that.
Avengers, forget the Squadron!
Get to the Tower so we can stop this!
Oh, I'm ready to forget 'em.
How do we get them to forget us?
They know all our moves.
Avengers, change it up!
Thor, charge some lightning!
Hawkeye, taser arrows through the storm!
Will that even work?
Guess so. Hulk! How's your pitching arm?
What do you think?
Enough!
I, for one, am sick of your big mouth!
Huh.
It's my worst nightmare, a giant bugzapper!
Jarvis! We can't get into the Tower.
I've lost control of the building, sir.
In moments, this entire section of the city will be transported to limbo.
If it behaves like lightning, then I can command it!
I can get small enough to make it.
But you don't know the Tower like I do. I'm going.
Okay. You've gotten us this far.
Jarvis, I'm manually firing up every external antenna on the Tower.
When I do, release the energy buildup.
Where shall I direct it, sir?
Into space, where it won't hurt anyone.
Falcon, what if everything you're doing is still part of Nighthawk's plan?
If you think he's playing us, I agree.
But I don't have another way to save the city.
Then you make the call. We trust you.
Jarvis, hit it!
Sir, an unknown force is drawing the beam out to the sea.
The Tower acted as an amplifier for the energy signature.
That wasn't supposed to happen.
Time to finish this.
A ruse! Their plan all along was to raise their ship.
He hacked the Tower!
Tricked us into jumpstarting the Citadel.
And I just played us right into Nighthawk's hands.
Well, on the bright side, we finally know what Nighthawk's plan is.
The Citadel's beam is boring into the Earth. I can't stop it. I'm not Tony Stark.
We don't need Tony right now. We need you.
Destroying Earth can't be Nighthawk's endgame. He wants to rule it.
If we're gonna stop the Squadron, we need to get one step ahead of them.
Stop doing what Nighthawk expects.
Jarvis, is that radio interference from the Citadel jamming transmissions?
Actually, sir, I detect a pattern to it. It's Morse Code. S.O.S.
Cap!
Who else would use World War Two communications?
Looks like he and Tony are still alive in that thing.
Unless it's another trap. Nighthawk expects us to go after the Citadel.
Well, we can't exactly ignore the giant space laser blasting into New York.
You're right, Hawkeye.
I've had enough of Nighthawk's plans.
It's time for one of Falcon's.
Get down!
Earth's mightiest zeroes, we've already destroyed one planet that refused to bow to us.
Uh...
We're not afraid to do it again.
Unless the Avengers surrender. Now.
Thor! Hold the line! Everyone else, focus on the Citadel!
Halt, villains. The battle stops here!
Ridiculous. You might buy your team a few seconds,
but you can't stand up to the Squadron Supreme by yourself.
You may have strength in numbers. But I have strength in this!
That will not be enough, Asgardian.
A mere warm-up. You're going to wish you stayed down.
Asgardians do not make wishes. We make war!
I bet Tony must have a thousand ways to take down the Squadron.
Tony's not here. Let's listen to the guy with a plan.
It'll work. I think. Who wants to get the door?
Cap, we got your message.
Hulk?
Yeah, yeah. Out of my way.
I never doubted you guys for a second.
I think this belongs to you.
Is that it?
I hacked their system.
Nighthawk's trying to trick us again.
He fed us false readings.
This ship isn't drilling into the Earth's core.
It's sucking energy from it!
-What's he trying to power up? -Hyperion's hair dryer?
The power is feeding... that.
There's something up there, or someone.
I knew Nighthawk would find a way to revive me. He never disappoints.
I've been out this whole battle. You're in charge on this one, Falcon.
Who's this guy?
The name is Nuke. Here's a clue why.
Thor! Hammer! Now!
No!
My... friends...
Told you, should have stayed down.
A triumphant return, Nuke.
You got the gang back together, just like old times.
How long was I in there?
Long enough for this planet to fall at our feet.
So, yes. Just like old times.
People of Earth.
The Squadron Supreme have defeated the Avengers.
Now we are your new masters, as you can see.
Thor is the only Avenger left, a symbol of their failure.
Your world will now make great leaps forward in progress.
Crime will not be tolerated.
War will not be tolerated. All will obey, or be destroyed.
The whole world saw that message, the mighty Thor bound and captive.
The humans will now fall into line.
I can't believe we pulled it off.
Of course we did.
The Avengers were pathetically predictable and did exactly as I said they would.
I'll bet ya Nighthawk didn't predict this.
Phew, I wasn't sure I could shrink all of us fast enough.
Another millisecond and we would've blow up with the Citadel.
Quit bellyaching, it worked.
For a guy who spends so much time in the air,
you're getting pretty good at thinking on your feet.
I didn't know about Nuke,
but I knew it was trap.
So we did the last thing Nighthawk would expect.
Now, let's go tell everyone we're alive.
Not yet. Thanks to Falcon's leadership,
the Squadron believes the Avengers are dead and gone.
And that means we've got them right where we want them. Avengers,
you ready to assemble?
Go big or go home.
Good. Now let's take our planet back.