As the daughter of Thor joins the hunt for Kevin Masterson, Ultron returns, Ulik the Unconquerable reveals his plans to banish humankind from Earth and a mysterious new foe drains the Avengers of all their super-powers.

The Avengers continue to search for Kevin Masterson. Sabreclaw is asked by American Dream to review tapes of the Avengers fighting Ultron since Ulik and Warp were able to steal his body. J2 continues to make bad impressions on THena and Blue Streak. With Katherine Powers' help the team tracks Kevin down. They are met with resistance in the form of Ultron Extreme and Ulik. They unexpectedly and suddenly win. They rescue Kevin and fly for home. On route Spider-girl realizes that Kevin is really the mastermind behind all the attacks who destroys the quinjet.