The Avengers : the Animated Series

We open with a computer-generated wide shot of the exterior of the Avengers' Mansion. As we pick up the conversation of two of the mansion's occupants, the shot rapidly moves through one of the mansion's lower windows into the interior, then down a hall to an elevator shaft, then down and out of the shaft, twisting its way around a series of high-tech-looking corridors.

Banner: I'm not sure about this, Hank.

Pym: You don't think this is going to work, Bruce?

Banner: I'm still not comfortable with the idea.

Pym: Come on. Give it a chance, will you?

The shot settles on the laboratory of Dr. Henry (Hank) Pym. Wearing a white lab coat and jeweler's monocle over his red and black Giant-Man costume, sans helmet, Hank is intently working on the head of a machine, which is roughly humanoid in size and shape. His long-time friend and current teammate Bruce Banner paces about the lab, wearing blue slacks and a gray, long-sleeved, open-necked, button-down shirt.

Banner: What do you think I've been doing for the last two weeks?

Pym: I mean the design itself is sound, but... (looks up from his work, confused) Wait a minute. Bruce, what are you talking about?

Banner: (equally confused) My being an Avenger. What were you talking about?

Pym: This prototype android I just brought over from my old lab in New Jersey. (chuckles, moving the monocle to his forehead) Sorry old friend. I just got caught up in my work again. 'Absent minded professor' and all.

Banner: Believe me, (stops pacing and smiles) I can relate.

Pym: Look, Bruce, I know you're a little overwhelmed by this. The life of a costumed adventurer takes some getting used to. But you'll manage it. (returning to his work) Like you said, there's only been a team officially for two weeks now. We're having our first formal meeting this afternoon. Just give the idea a little longer to grow on you.

Banner: But I never wanted to be an adventurer! Becoming the Hulk was an accident, a curse! Becoming adventurers was always you and Tony's dream, not mine. I only agreed to stay on because you two promised to help me find a cure for my...condition. But you've both been so caught up in refurbishing Tony's mansion into the team's headquarters that neither of you have had time for anything else.

Thor: (entering the room) And truly you hath worked wonders with this place since last the Son of Odin walked these halls, ‘Twas little more than a bare cavern beneath this stately manor. And lo, in a mere fortnight you have filled it to overflowing with modern man's metal toys.

Pym: Thanks, Thor, I think.

Banner: (sighs, giving up on the previous discussion) Hello, Thor. How've you been? Jarvis tell you where we were?

Thor: Greetings, friend Banner! I am well, thank you. And I am likewise pleased to find my new friends the same. The fair lady Janet, our wondrous Wasp, did tell me of your location within these twisting halls. Stark's manservant, she did say, was away on 'errands'. But she implied our armored colleague could be found here below as well. Where is Iron-Man?

Pym: Tony's a couple of doors down. (lowers his monocle back over his eye and returns to his work) He's installing some housekeeping equipment for his armor. Something from his 'armory' in LA. Oh, and speaking of Jan, She says she has a surprise for you, Bruce.

Thor: And what manner of automaton dost thou labor over this day, Avenger?

Pym: It's my prototype android, complete with what will be the most advanced positronic computer mind ever designed. (steps back to show off his creation) I've been tinkering with the artificial intelligence design since college. Once I work out all the bugs and glitches, my 'child' here should be able to learn and think just like any man, only about a million times faster.

Stark: (voice comes from behind everyone) Speaking of AI projects. (He's dressed in his Iron Man armor, his helmet tucked under his arm) I have a little surprise for everyone.

A glowing green man who seems to be composed entirely of light and grid lines says as he suddenly appears next to Pym.

HOMER: I have been monitoring your conversation, Doctor Pym. I am extremely curious what kind of algorithmic matrixes you plan on using in its completion.

Stark: Gentlemen, I want you to meet Ho...

Thor: (spinning his hammer) Stand back my allies! Our defenses are breached! The Odinson shall teach this knave the folly of invading the halls of the Avengers!

Stark: Thor, No! (yells in vain as the Asgardian hurls his weapon at an equally startled HOMER) Don't!

Mjolnir of course flies harmlessly through HOMER's holographic body. But the Hammer Supreme does smash into the wall behind the confused entity, with a thunderclap. The lights fade quickly and HOMER's voice is heard.

HOMER: Main Power lines damaged. Main generator damaged by energy feedback. Primary power offline. Activating back-up generators. Mansion power restored to seventy percent.

Stark: (begins again as the lights come back on) Ahem. As I was about to say, this is HOMER. He's the AI computer I designed to help monitor my armor's systems as well as those of my Stark Enterprises headquarters. I just finished installing the uplinks that will allow him to do the same thing here.

Pym: Your AI program is already.... (trails off crest fallen)

HOMER: I'm sorry if my holographic appearance startled you, Mister Thor.

Thor: Zounds! I...apologize for my actions, friend Stark. Verily I was caught unawares by your green servant of light, and did strike without thought.

Stark: It's okay, Thor. My pal Rhodey has been wanting to do that for ages. But you can make up for it by helping me get Main power back on line.

A monitor by the doorway blinks on, bearing the image of a concerned Janet Van Dye.

Jan: Is everything okay down there? The lights just blinked off for a sec up here.

Banner: A little glitch in the main power, Jan. We're on our way to fix it right now.

Jan: Not you, Doctor. I've got something more important for you to do up here. I just finished it up before the lights flickered.

Stepping back on the monitor, Jan holds up a silver tunic with a huge, purple, stylized "H" on it. Bruce visibly blanches.

Jan: (chimes, as the monitor turns off) Time for you’re fitting, Dr. Banner.

Looking defeated, Banner heads for the exit.

Banner: (mumbles as he goes) I'm really not sure about this.

Stark: (putting on his helmet) That's some woman you've got there, Hank. HOMER, which systems are off-line due to the power outage?

HOMER: External and internal sensor girds are off-line. Internal security systems off-line. N.S.C.A. and S.H.I.E.L.D. voice and data lines are down. And Mr. Jarvis' coffee maker was shorted out as well.

Iron Man: Well we can't have that, now can we? Hank, you up for a little generator repair?

Pym: I... I've got some things I need to finish up here, Tony. I'll catch up if I can.

Iron Man: I understand, Hank. Come on, Thor, we've got work to do.

Thor: (as they turn to leave) But what aid can a God of Thunder be in the repair of one of these devices?

Iron Man: Easy. You hold, I weld.

Pym watches his two friends leave him alone in his lab with only his AI device and Tony's.

HOMER: Is there anything I can assist you with, Dr. Pym? As I said, I am intrigued by your cybernetic research.

Pym: (snaps at the hologram) That's quite all right. Shouldn't you be down helping Stark restore the damaged systems.

HOMER: As you wish, doctor. (blinks out as suddenly as he blinked in)

Hank stares dejectedly for long moments at the spot where the holographic man stood. His gaze eventually falls on his own unfinished design. With a sigh and a scowl, Hank resumes his work on the android with renewed vigor.

Meanwhile, our scene shifts to a shadowy chamber. The room is a strange mixture of high-tech and ancient decor. A strange looking, pink skinned, purple clad man with stooped posture walks tenuously into the center of the room. At the moment he reaches the center, a powerful spotlight shines from the ceiling. Just out of view, a voice speaks.

Master: Are you prepared, my servant?"

Space Phantom: The Space Phantom stands ready to serve you, my liege. Earth's defenses will be crushed in preparation for our invasion.

Master: Then go, and serve me well, Space Phantom!

And with a wave of a yellow gloved hand the Space Phantom shimmers away, and vanishes. And in a back alley of New York, the winds whip debris around like a tornado. Space Phantom shimmers and fades into existence. Checking briefly to see if anyone noticed his arrival, Space Phantom slinks to opening of the alley.

SP: Excellent! My arrival has gone unnoticed by the pathetic vermin that litter this sphere. (notices that several yards away is a man reading the paper, with his back turned to the Phantom) Ah! There's what I need to move among them unnoticed!

The Space Phantom gestures at the nearby stranger, and the man is surrounded by a shimmering energy!

Man: Wha..What's happening to me!?!

SP: Simple! (stepping from his concealment, his own body similarly glowing. As he speaks the man fades from view while Space Phantom assumes his form at the same rate the man disappears) I'm using my powers to assume your identity! And since having two of you running about would be most inconvenient, you are being banished to shadowy Limbo, a dimension beyond time and space, until I see fit to relinquish your form!

With that, the change is complete. The disguised Space Phantom adjusts his coat and reaches down to pick up the fallen paper.

SP: What's this? (looking at the headline)

The Paper is the Daily Bugle, (of course!) and on the front page is the headline AVENGERS SAVE CITY FROM TERRORISTS PLOT! with a picture of the team in very much their poses from the cover of Avengers V1 #1 underneath.

SP: 'The Avengers, eh? 'Earth's Mightiest Heroes'? Perfect! If I can destroy the Avengers single-handed then no power on earth can stop the total invasion by my master! And here this paper even gives the location of their headquarters. I must hurry there immediately to begin Phase Two of my plan!

The disguised alien hurry down the street and the scene shifts to the front of the Avengers Mansion. Our invader stands in front of the half open gate, looking past it at the front door.

SP: (pushing the gate all the way open. and making his way to the door) There are no outward defenses? They will live just long enough to regret their overconfidence!

Finding the door unlocked, the invader slips inside where voices upstairs come drifting down.

Rick: Hey, Doc, you decent?

Banner: I'm dressed, Rick, but I'm far from being decent. Come on in.

As we see Rick enter the room, the disguised alien is seen creeping up the stairs behind him. Bruce is seated at a small desk in the corner of his quarters. Bruce is wearing the costume Jan designed for him. It consists of a silver sleeveless tank top/tunic with a purple H that runs up and over the shoulders on the front and back. Knee length purple bike shorts, a large gray chain for a belt, purple weight lifters gloves, and silver boots round out the outfit. A silver, open-chinned helmet with a similarly styled H across the front sits on the desk next to whatever Bruce was writing as Rick entered. Bruce flinches as Rick tries to stifle a giggle as he enters.

Rick: Oh Man, Doc. She fixed you up good, didn't she?

Banner: (flatly) Ha Ha. I'm glad you people are having such fun with my life.

Rick: Sorry, Doc. (tries to regain his composure, but Banner stands up and begins pacing again and the full sight of the costume is a little too much to bear.)

Banner: It's bad enough when I turn to my friends for help and they try and make some kind of comic book superhero out of me! (anger begins to rise as he speaks) But now, NOW, Hank's girlfriend is using me to play dress up! I mean, look at this thing. LOOK At It!

Banner pauses in front of the room’s full-length mirror. reaching over in disgust he places the helmet on his head. The guffaw from Rick does little to calm matters. Meanwhile, outside the door, the Space Phantom stands ready to act.

Banner: (turns and glares at his young friend, his eyes starting to glow a little green) GO AHEAD, RICK! LAUGH IT UP, KID! TAKE A GOOD LOOK AT THE JOKE I'VE BECOME!

Rick: (starts back peddling quickly) Whoa, Doc, Whoa there! No need to Hulk out or not… ugh!

Rick is slammed to the floor, stunned by the door the Space Phantom has just burst through. Bruce can no longer contain his anger.

Bruce: (shouts as the change overtakes him) RICK?!? RICK?!!!?!!!? RIIIIIAAARRRRUUUCK!

Strangely enough, though still a bit tacky, the costume looks much better on the massive green body of the Hulk than it did on Bruce's thin frame.

Green Hulk: You hurt Hulk's friend! Hulk Smash Puny Human! RRRAAAAA-ugh!

The Hulk leaps at the disguised invader, but the Space Phantom gesture again and the Hulk is trapped with the field effect of the Phantom's powers.

SP: Not before I send you of to Limbo and take your place here, you bellowing behemoth!

The Hulk vanishes, the Space Phantom assumes the Hulks form, and a very frightened and confused man whose form the Space Phantom had been using reappears. Rick moans and looks up. The false Hulk stands over both his helpless victims, laughing loudly....

As we fade to a commercial.

Deep within the sub basements of the mansion, three Avengers are working to restore the mansion's main power supply. Thor is holding a massive, Kirbyesque device in place as Iron Man is making adjustments near the top off the device. Wasp is standing next to Thor, an open tool kit by her feet.

Iron Man: (flies over to the opposite side of the machine and fiddles with a few dials) Just a few more adjustments. And that...should... just about...do it. Okay, big guy, you can let go now. Thanks for the help, Thor.

Thor: (releasing his hold on the machine) Twas no bother my friend. The Odinson was far from tired. ‘Twas the least I could do for the trouble I caused.

Iron Man (lands next to her, handing her the tool he was using. Then he heads for a nearby computer console) And I'm glad you could help out too, Jan. You're pretty handy around a lab.

Jan: Well you don't become a 'mad scientist's' fiancée without picking up a few things. (places the tool back into the kit and closes it) Besides, since you and Hank have your tool kits arranged the same way it was easy to play hand-me-lass.

Iron Man: (types away at the keyboard) Now let's see if we can get everything running again. Speaking of Hank, where is he? And I thought you were helping Bruce with his new costume?

Jan: >Sigh<. Hank's working on that android of his again. Plus, Bruce wanted some privacy to change, so I thought I'd...

Suddenly an Alarm sounds!

HOMER: Security Scanners Online! Intruder Alert! Unidentified occupant in Dr. Banner's quarters!

Iron Man: HOMER, bring Bruce's quarters up on the monitor.

The monitor blinks on and the image of the Hulk menacing over Rick and the stranger appears.

Iron Man: Typical. I get the place running and somebody’s waiting to break it again.

Jan: Looks like our guest did something to get Bruce upset. His costume looks good, though.

Iron Man: We'd better get up there and see what's going on. (hits a COM switch) Hank, Bruce has 'Hulked out', and...

Pym: (voice crackles back) I heard the alarm. I'm already on it. Meet you three upstairs.

Upstairs, Hank has put on his own helmet and is stepping out of the elevator onto the second floor, just down the hall. He can see who he thinks is the Hulk standing in the doorway of Bruce's room. Growing to 8 feet high, Hank becomes Giant Man.

Giant Man: (calls as he walks toward the man-monster) Hulk! Is everything okay up here, my friend?

The "Hulk" turns, surprised by Giant Man's arrival. He waits until Giant-Man is next to him, then silently backs out of the doorway to allow Giant-man to enter the room.

Giant-Man: Hulk, (turns away from his "ally" to look into Bruce's quarters) what's wrong here?

“Green Hulk”: YOU!! (roars, slamming into Giant-Man from behind, sending them both through the far wall and onto the mansion's rear grounds)

Giant-Man started growing the minute he was hit. By the time the combatants hit the ground, Giant Man stands at 15 feet high.

Giant-Man: Hulk! What's gotten into you?! (shouts as he rolls to his feet) It's me, Giant-Man, your friend. Remember?

The "Hulk's" only answer is a guttural roar as he leaps into Giant-Man's face, landing two quick blows. Giant-Man counters with a viscous back hand, sending his supposed teammate back towards the mansion. The other Avengers arrive in time to watch the "Hulk" thud against the wall beneath them through the hole in Bruce's wall.

Thor: By my Father's beard! What madness is this?

Rick: OOOoooh, my head. What....What the heck’s going on here?

Iron Man: I'm not sure. But I'm not about to let those two put any new holes in the place! Come on, team!

Thor and Iron Man leap through the breach. The Wasp pauses for a moment.

Wasp: Rick, are you okay?

Rick: Yeah, I'm okay. You go try and break those two up. I'll try and find out if our friend huddling in the corner there had anything to do with Big Green's attacking High Pockets.

Sounds of battle drift in from outside.

Wasp: What happened?

Rick: I don't know for sure, Me and Bruce were arguing a little...Okay enough that he was about to 'Hulk out' on me when BAM I get hit from behind. (points to the huddled man in the corner) When I came to, Hulk's standin' over me and Braveheart over there is panicking up a storm.

Wasp: Stay with him, Rick. See what you can learn. (shrinks down to insect size, her wings sprouting from her back) I'm going to check on the boys.

Zipping out the window, Wasp sees Iron Man standing in front of Giant-Man while Thor has his Hammer under the hulks chin, pinning the jade giant to the wall.

Wasp: Well, this looks fun. (buzzing up to her fiancée) Hank, what's going on?

Giant-Man: I have no idea! (wipes his mouth with the back of his hand) Jade Jaws there just jumped me, literally from behind.

Thor: What madness has overtaken thee, my emerald ally?

The "Hulk's" only answer is a low growl, followed by a quick succession of punches, knocking Thor's hammer out of the way, leaving the surprised Thunderer open for a wicked right cross. Thor flies back into Iron man and both strike Giant-Man. The Wasp dives at the "Hulk", firing her stings as she does.

Wasp: I don't know why you're attacking your friends. But I've got to try and stop you!

“Green Hulk”: RrrrAAaagh! (winces under Jan's assault, but plucks the tiny Avenger from the air, trapping her in his hand and mutters under his breath) Phase two.

With the Wasp literally in hand, the "Hulk" leaps off, chuckling softly to himself. The other Avengers are trying to untangle themselves from the heap they landed in.

Thor: (stands and begins to twirl his hammer) Fear not, my friend! I shall free thy intended from that bewitched behemoth!

Thor tries to throw his hammer and fly after the Hulk, but his cape is still pinned beneath Iron Man and the Asgardian falls flat on his back, landing again on top of Giant Man

Thor: What is this? Off my raiment!

Giant Man: (shoves his allies off of him and stands up) No! Get off me, period!

Iron Man: Sorry. (struggles to his feet, shaking his head) Thor clocked me in the head with that hammer of his when he fell the first time.

Giant Man: Fine, Fine, Whatever! (scans the skies for any sign of the Hulk) Blast! He's out of sight!

Stark: But not out of reach. HOMER, scan for the Hulk's radiation signature.

HOMER: Signature located. I'm down loading the co-ordinates now.

Iron Man: Great. We've got him now boys. (turns to a shrunken to normal size Giant Man) Need a lift?

Giant-Man: (grimaces) Yes, I suppose I do. (shrinking to Ant-Man mode and hopping on Iron Man's shoulder)

Thor (winding up for flight again) Enough talk! There is a damsel to be rescued! Lead the way, Iron Man!

Iron Man: Okay then, Let's do it. (launches himself sky ward, with Thor close behind)

The "Hulk" lands at a factory outside of Manhattan. Workers are running and screaming before the emerald giant, as he strides into the building. Stepping between the pieces of machinery, the "hulk" surveys the area, and smiles.

“Green Hulk”: Perfect! This will make for a suitably confusing battleground. (a Bio-sting blasts from between his fingers) Ah, I didn't forget you my dear. In fact, I'd better change now before my guests arrive.

And with that, the Space Phantom takes on the Wasp's form, banishing her to limbo. At the same time, he releases a very confused Hulk, and none too soon, as the other Avengers come storming through the doors.

Green Hulk: (blinks about confused) Huh? How Hulk get here, Bug Girl? Where Rick?

"Wasp": (screams, a cruel smile on "her" face) HANK! Help! He's trying to kill me!

Green Hulk: Wha? Who trying to hurt Hulk's friend? Hulk will smash!

Iron Man: No smashing for you today fella. (blasts the Hulk back through the machinery with his repulsors)

Thor: Aye and Aye Again! (hurls his hammer, which strike the Hulk full in the chest as the beast was rising from the wreckage)

Ant Man: (leaps from Iron Man's shoulder to his fiancée’s side) You okay, sweetheart?

“Wasp”: I'm fine, really.

The two tiny adventurers look over to where Iron Man and Thor are continuing there furious assault on the Hulk.

Green Hulk: If Metal Man and Hammer Man want fight then Hulk will Fight! (leaps over Thor's thrown hammer and lands a powerful blow to the flying Iron Man)

HOMER (comments over Iron Man's internal radio as the Armored Avenger goes crashing down) You don't want to know what that did to your structural integrity field. Initiating compensatory measures.

Iron Man: Ugh. I'll try to avoid the his-fist-to-my-face maneuver from here on out, okay?

HOMER: Right now I'd recommend evasive maneuvers, and quickly.

Iron Man: Huh? Uh-oh! (jets over an I-beam the Hulk was attempting to swat him with

A roaring Hulk swings the I-beam in the other direction, only to have it caught and held in the grip of the Mighty Thor. The beam twists and groans as the two titans’ strain to remove it from the others grasp.

Iron Man: Exo-Power Armor! (Iron Man's armor transforms in a wave of energy, becoming larger and bulkier) Now, lets try this again now that I'm in his weight class.

Swooping down, Iron Man delivers a punishing right to the Hulk, driving him up and into some more machinery, which comes crashing down on the Emerald Avenger. Realizing everyone’s attention is firmly on the Hulk, the "Wasp" slips over beside Ant-Man.

“Wasp”: Oh, Honey?

Ant-Man: Yeah, Jan? (Ant-Man turns, only to get blasted by "Wasp's" stings)

“Wasp”: I hope you don't think it to forward of me to say I want your body?" (giggles, then begin the transformation sequence)

Ant-Man: Wha... (starts to reply, but is banished to Limbo before he can complete the thought)

Wasp: Where? Hank? How did I.. I mean I was... (stares about in confusion)

“Ant-Man”: Just a minute, "darling". I have something else to take care of right now.

And "Ant-Man" runs towards the battle growing into "Giant Man" as he does. Iron man and Thor almost have the Hulk subdued by each grabbing an arm and trying to wrestle him to the ground. By the Time "Giant Man" comes up behind them, the imposter has reached about 20 feet tall.

“Giant-Man”: I think you two grandstanders have had enough of a chance.

"Giant Man" grabs Thor and Iron Man, one in each hand and slams them together with a deafening clap. The two stunned heroes crumple to the ground in a heap.

With a roar, the Hulk leaps at "Giant-Man".

Giant-Man: I don't think so. (catches the Hulk's feet in his fist and begins slamming the man-monster into the floor and building supports) Bad Hulk! Bad... Bad... Bad Hulk!

Flinging the Hulk to the ground, "Giant Man" throws back his head and laughs.

Wasp: Hank? Why did you... What is going on here? What are you doing?

The giant turns, shrinking down to human size. Still grinning, "Hank" switches his helmet to Ant-Man mode.

Ant-Man: Why my dear, sweet Janet, I'm destroying the Avengers.

Wasp: Hank, what are you... (Wasp suddenly becomes aware of an increasingly growing buzzing sound) Hank, what have you done?

Terrified, Wasp turns to see hundreds of bees and flying ants streaming towards her tiny form. In desperation, she fires several stings into the swarm, and tries to fly out of its path, to no avail. As she screams Hank's name, the swarm starts to overtake her...

As we fade to a commercial!

The Wasp is firing her stings into an advancing horde of fly insects. Just as the swarm is about to engulf her, a huge (by perspective) replusor blast blasts most of the swarm away. Iron Man's out stretched palm is smoking as the Armored Avenger struggles to his feet. Beside him, Thor stands unsteadily.

Iron Man: (his armor returns to its normal appearance) Thanks for the targeting help, HOMER.

Wasp flies behind Iron Man and Thor. Behind them, a groaning Hulk rises shakily to his feet.

HOMER: You're welcome, sir. I have a most interesting message from Mr. Jones for you sir.

Iron man and his fellow teammates take defensive position against either the Hulk or "Ant-Man".

Iron Man: I'll put him on external speakers. Rick, what've you got, kid?

Rick: (voice crackles over the radio link) The last thing our party crasher here remembers before he got here was some weird alien looking guy zapping him. Could be some kinda body snatcher type.

Wasp: That would explain why there's such a strange gap in my memory!

Thor: Aye, but which wouldst be our ally and which the alien? (glancing from Hulk to "Ant-Man")

Iron Man: My guess would be... (trains in hands on the Hulk, then spins and fires both repulsors at "Ant Man")

SP: Arrgh! (reverts to his real form, releasing Hank from Limbo) It seems I've been found out. Not that it will do you any good against the power of the Space Phantom!

Ant Man scrambles away from the alien as the other Avengers try to surround the Space Phantom. Regaining his wits, Ant Man becomes Giant Man to the tune of 15 feet and joins his comrades.

SP: I'll borrow that suit of yours. (points at Iron Man and begins the transformation sequence) To Limbo with you!

The other Avengers watch helplessly as Iron Man disappears and the Space Phantom takes his form. Without hesitation, "Iron man" fills the air with replusor and unibeam fire, sending the Avengers ducking for cover.

“Iron Man”: Ah, the possibilities! Stealth Mode.

The armor changes for it's normal red and gold to the all black stealth armor, and then it fades away completely as its cloaking device is activated.

Giant-Man: Great, he's activated some kind of cloaking shield! Stay alert! He could be any where.

The male Avengers take a back to back formation while Wasp circles them.

“Iron Man”: Like right here! (reappears, blasting Thor point blank with both repulsors) Drill Mode.

Giant Man lunges for "Iron Man", who's armor is changing from stealth to the yellow and tan drill armor, complete with a silver drill mounted on his right arm. "Iron Man" avoids Giant Man's attack by flipping back and into the ground. The imposter burst from the ground right in front of a startled Hulk.

“Iron Man”: Exo-Power Mode. (And the armor changes again into the bulky red and gold version) Surprise!

"Iron Man" catches the Hulk right in the jaw, staggering him. The imposter continues to press his advantage.

"Hank we have to do something!" Wasp cries.

Giant-Man: I am. (extends his helmet’s Ant-Man gear) HOMER, this is Giant Man.

HOMER: Voice-code acknowledged. How can I help you Dr.?

Giant-Man: The alien has using Iron Man's armor against us. Can you shut him down?

HOMER: An interesting request. Hold please while I attempt to verify your claim. (pause) You're correct, Doctor, that is not Tony Stark inside the armor. I can shut down transformation, targeting and flight systems.

With a sparking crackle, the Armor returns to its normal appearance.

Wasp: We pulled your plug, faker! (zips down and blasts the imposter point blank in hie eye-slit)

"Iron Man": (grabs at his face with one hand and fires blind with the other) Yeaaargh!.

Giant-Man: Sit down, we'll explain it to you. (sweeps "Iron Man's" feet out from under him with a clang)

Green Hulk: "HULK BASH AND SMASH!" (kicks the fallen alien in the chest sending him skidding across the floor into a pile of debris)

“Iron Man”: Not bad, my foes. (rising to his feet) But this armor still has enough power to destroy you.

The armor's weapons begin to glow.

Thor: Thou would speak of power, pretender? (the sky thunders as Thor rises to his feet) I have had enough abuse at thy cowardly hand this day. Feel the wrath of the God of Thunder!

Lifting his blazing hammer skyward, lightning arcing from its face, Thor drives the handle down twice in rapid succession. Then he spins Mjolnir over his head as a storm erupts outside. The winds whip through the battered factory, ripping sections of the roof away. Thor points at the awestruck imposter and lightning flashes down striking the Space Phantom three times in rapidly Thor stops spinning his hammer, and the sudden storm ceases. When the winds whipped smoke clears, the Space Phantom kneels in his natural form. Iron Man stands beside him, no worse for wear.

Iron Man: I take it I missed all the fireworks?

Giant-Man (stares slack jawed at his Asgardian ally) Thor, that was...I had no idea...

The Space Phantom: (struggles to his feet) Neither.. huff.. huff... neither had I! And it will be mine!

Charging the Thunder God, the Space Phantom activates his transformation effect. Thor starts to fade and Space Phantom starts to assume his form. Mjolnir is unaffected. Half transformed, the Space Phantom reaches for Thor's weapon. As he grasps it, with a flash of light, Thor is restored and the Phantom begins to fade.

SP: What?!? What is this?!?! What have you done to me?

Thor: (smiles reclaiming his weapon) Simple, knave. Thou art unworthy to wield the hammer supreme. Thor and thus has it turned thy power against thee.

SP: (fades into Limbo) NOOooo...

The Avengers give a collective sigh. Giant man and Wasp return to their normal sizes.

Giant-Man: Well, that's something I wouldn't want to go through again. (rubs his sore jaw)

Iron Man: No kidding, (turns to place his hand on the Hulk's shoulder) Sorry we jumped you earlier, big fella. No hard feelings, friend.

Green Hulk: Hulk still confused. Hulk's friends not friends then friends again.

Wasp: We didn't know it wasn't you. I mean we thought...

Green Hulk: This Stupid! Hulk thought Hulk wanted to belong, but now Hulk know Hulk likes alone better. Hulk Go!

With that, the Hulk leaps off.

Thor: Hold, my friend!

Iron Man: (stops the Thunderer from taking off after the Hulk) It's okay, Thor.

Giant-Man: Eventually he'll calm down, change back to Bruce, and meet us back at the mansion.

Wasp: Well, okay, if you two are sure. You know him better than me and Thor.

Iron Man: Trust me. You guys ready to head home?

Giant-Man: I guess. (looks around at all the destruction they caused) I just wish we knew what all this mess was about. Who was this Space Phantom? And why did he attack us?

Thor: (winds up his hammer for take off) Worry not my friend, for he is banished, ne’er to bother this plane again. Come, let us away!

Thor flies into the air, his cape momentarily filling the screen. But when it flutters away, our scene has shifted the shadowy Limbo. The battered form of the Space Phantom slinks into the hall we first saw him in. He winces as the spotlight hits him.

Master: Report, my servant? Did you accomplish your task?

SP: No, my lord. I was opposed by the Avengers.

Master: Of course you were. Did you pit them against each other?

SP: Yes, master, but they defeated me anyway." The Space Phantom (sinks to his knees) I await your punishment, my liege.

There is a long pause.

Master: You have done well, my servant. The Captain's chair is now open. When it is filled the next move in this game must be made. I will summon you when I need you. You may go.

SP: Thank you, my lord! (rises and backs out of the room) I promise, I will defeat the Avengers next time!

The shadowed figure watches his prostrating servant leave. Then he folds his yellow-gloved hands where they can almost be seen.

Master: Yes, next Time.

The scene shift to the front of the Avengers mansion. Inside, seated at their new meeting table, the assemblers are enjoying some snacks, which are being served by Jarvis. Iron Man and Giant Man have their helmets off.

Stark: All I'm saying, Thor, (sipping his coffee) is that next time we might want to find a less destructive way to beat our enemy. That factory is going to cost me a fortune to repair.

Thor: I shall endeavor to try, my friend. But this villain had me sorely vexed.

Pym: I understand, believe me. (the still giant Hank takes an oversized cup of coffee from Jarvis)

Jan: I'm just worried about Bruce. (stares at Bruce's empty chair) It's been hours, an we haven't heard from him.

Jarvis: Perhaps this might explain things, Mistress Wasp. (takes a folded note from his cart and hands it to Jan) Master Rick handed it to me before I came down with coffee. I believe he stated he found it in what's left of Dr. Banner's room.

Pym: What does it say, Jan?

Jan: Oh dear! Oh No!

"What, Jan?" "What is it, Janet?" "What did Bruce say?" the Avengers blurt out at once.

Jan: Bruce has left the team! He's not coming back!

Pym: Let me see that.

Pym says as he shrinks down and takes the note from Jan. He glances at it, then hands it to Stark.

Thor: (staring at his hammer resting on the table) Then mayhap the Phantom did hand us a defeat after all.

Stark: (reading the note) No, it's pretty clear Bruce wrote this earlier today, before any of this nonsense got started.

Pym: He tried to tell me this morning that he was having doubts about staying with the team. But I was too busy to give him my complete attention. If only...

Jan: (places her arm around her lover) Don't blame yourself darling. We all should have taken the time to listen to what Bruce was trying to say.

Stark: (puts the note on the table) Agreed. I just hope we didn't do the world a disservice in not harnessing the Hulk's might for good. Are we now responsible for any destruction the Hulk might later cause?

Thor: Should our former ally prove a threat to mankind, we shalt deal with it as we deal with all other threats to this world. (stands, stretching forth his hand to the center of the table) For we are the Avengers and this is our pledge.

The other Avengers move to place their hands on top of Thor's. Th scene shifts and now we see the Avengers from above, their hands stretched out over the "A" on the assembly table. In unison they say :