Distraught at his inability to change size, Goliath leaves for South America seeking the aid of a former colleague, where he is caught in a power struggle. Back in New York, Hawkeye scuffles with a couple of returning villains and reconnects with an old flame.
The Mandarin assembles a deadly cast of villains to carry out his sinister plans. Iron Man and Thor become aware of something amiss and rejoin their Avenger counterparts in preparation for the upcoming battle.
The Man-Ape calls Captain America through subterfuge, but is forced to retreat in battle against the Avengers. He manages to set in to motion other methods with which to bring the Avengers down, starting with the Black Panther.
The Grim Reaper allows the Black Panther to escape in order to deliver the Avengers the coordinates of their enemy's suspected locations. The Avengers split up in order to bring the evil doers to justice, but perhaps aid will only come from an unlikely source.