Spider-Woman, revealed to be an agent of S.W.O.R.D., goes missing on a Skrull-hunting mission for the aforementioned agency. Abigail Brand, while searching for her, discovers little evidence, so she calls upon the Avengers and New Avengers for help. Though Commander Rogers, having met Brand and heard of S.W.O.R.D. just at this moment, is uncertain, Beast, who is also with S.W.O.R.D., tells him to listen to her. Eventually, Rogers agrees with Thor's insistence, and so Iron Man, Protector, Ms. Marvel, Wolverine, Beast, Thor, and Moon Knight set out with Brand to find her.

Arriving at the spot, Wolverine and Iron Man find out where she might have gone, though she might have hit her head on a rock and died at the same time. Iron Man tells them to hope for the best, and Wolverine threatens those that took her.

Meanwhile, Jessica wakes up and discovers that she is in a prison cell - naked. Wizard and Mad Thinker then enter her cell, asking her for information about the "Spaceknight", a inanimate robot that they found. Though their specific purpose is unrevealed, it is shown to be for Intelligencia, which includes them, Klaw, M.O.D.O.K., Red Ghost, Awesome Android, and the Super-Apes. Just then, the Avengers find them and attack. They defeat the Intelligencia and rescue Jessica. However, in the midst of the battle, Ultron returns by breaking into the Intelligencia's computer program and taking over the Spaceknight. Thor swings his hammer at Ultron, causing a brilliant light to sound, and the entire area instantly gets trashed. The Avengers, pulling themselves from the wreckage, try to continue, but Iron Man grimly states that it is no longer necessary, because Ultron will destroy the world no matter what they do.

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