Quasar and the Living Lightning rescue Captain America, Jack of Hearts, and Photon after Kang's attack. They meet up with Jonathan Tremont who prepares to face the threat of the Tri-Evil. Unfortunately, he is driven by his own lust for power and seeks to destroy the Tri-Evil for his own means. Triathlon, with the essence of the 3-D man, wrestle the power away from Tremont and destroy the Tri-Evil. The Avengers return to Earth only to learn that it has surrendered to Kang.

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