Previously on Avengers.
This was number 42.
It's a super villain prison in the Negative Zone.
You call yourself Leader?
I... am the most advanced mind the world has ever seen.
I think on a level normal human beings cannot begin to comprehend.
I know of thee. You are Captain America's foe, Zemo.
You may call me Master.
Well Whirlwind, this is your big day!
It's off to prison again. You must be so psyched.
And not just any prison.
You've got your own private cell waiting for you in 42.
Jan, you sure it's necessary to tease the prisoner like that?
Yeah, pretty much. Especially when it's Dave.
We go way back.
We won't be long.
- Welcome to 42, Avengers. - Warden.
Let me give you the heads up, in case you are thinking about escaping again.
This prison sits in a billion light years of empty...
lifeless nothingness called the Negative Zone.
So even if you got out, you'd have nowhere to go.
Somebody forget to pay the electric bill?
Make it stop! Please!
Open 389.
You absolute fools! Listen to me!
They're out there, waiting!
And they're coming!
And there came a day, unlike any other,
when Earth's mightiest heroes
found themselves united against a common threat.
On that day, they became the Avengers.
The invincible, armored Iron Man.
Thor, Prince of thunder.
The Hulk, strongest hero there is.
And Captain America, the first Avenger.
♪ Assembled, we are strong ♪
♪ Forever fight as one ♪
Avengers, assemble!
They are coming for us all!
Oh, not again.
- What's going on? - That, Captain America, is exactly what I'm here to find out.
- Agent Quartermain? - Let's talk in the control room.
I don't want to scare the prisoners.
When you put it that way, you're starting to scare me.
The prisoners, especially the Leader, have been ranting about hearing noises.
Something outside, trying to get in.
The prison doesn't have any external scanners.
We never needed them.
There wasn't anything out there.
Until?
We used the scanning equipment of the Mandroid armor and saw something.
- What exactly? - We don't know.
Few blips, then they were gone.
And the power fluctuations?
It's been happening recently.
But we have triple backups in place.
Power isn't gonna go off.
You were saying?
Emergency power on line. Cell doors holding.
Prisoners contained.
But I am detecting a severe power disruption at junction 95.
- I oughta go have a look. - Major Danvers and I will come with you.
Not that I enjoy stating the obvious, but this ain't good.
That's the primary power conduit.
It looks... chewed through.
Could one of the prisoners have done this...
or could something else have followed us through the gateway?
I don't think so.
Prisoners are all accounted for in their cells and the power...
dampeners prevent any of them from using their abilities.
And I don't know anything on Earth that can eat through metal like that.
Besides, whatever caused this was digging its way in...
not out.
If something came in this way, we would see it.
The only way out...
is the way we came in.
What is it?
I don't know. Something's in here.
What was that?
Need... need... help... control room...
What happened, soldier?
A bug.
Some horrible alien bug.
- We are familiar with it. - That's an understatement.
- Where's the warden? - It took him.
Dragged him away.
I can get surveillance on line. The controls of the gateway are shut.
We have no communication with the Baxter Building.
We can't open the gate from this side.
How do we get back?
We'll have to wait for the gateway to open from the other side.
- And when will that happen? - When the next shift of guards reports for duty.
There, the mess hall.
- What's it doing? - Searching for a way out, perhaps.
So much for the Negative Zone being devoid of all life.
- Why does it want the warden? - You always try to capture enemy officers for intel.
It's just a bug.
Aye, a very intelligent bug it would seem.
Thor, draw it away. We'll grab the warden.
Sir, there're more outside. My sensors show them...
The warden!
Thor, go with her.
Do not let it get him!
Odin's beard!
Oh boy!
Cap, you're not gonna like this.
- What's the situation? - There are hundreds of them.
Everyone out! Into the hall!
I'm sealing the mess hall doors.
Stubborn, aren't they?
Agent Quartermain, I have Thor and Ms. Marvel on my scanners...
and something coming right at them, a whole lot of somethings.
Carol, Thor, get out of there!
We'll try to slow them down a little so that you can...
- Thor, look out! - No!
They're too many. They...
I'm going out there. Open the door.
No, it's too dangerous.
Looks like they are going to open it for you.
Everyone, get ready.
Thor, Carol, you big blonde bug zappers!
Let's not celebrate too soon.
I have a feeling this isn't over yet.
Agent Quartermain, we've upgraded the systems...
using the Mandroid sensors to scan the exterior.
Good work. Put it on screen.
There's so many. Why aren't they attacking?
It's like they're... waiting for something.
If they overrun us, they'll be here when the next shift...
comes through the gateway in less than an hour.
The monsters would flood into Midgard unopposed.
We'll destroy the gateway before we let that happen.
Won't that sort of trap us here, like forever.
As a last resort. Until then, we hold the line.
Five of us and a handful of SHIELD agents can't...
hold these things off.
We'll never last alone.
What are you thinking, Carol?
Alright everybody. Listen up.
Most of you here aren't stupid.
That will win them over.
You all know something's wrong.
We knew before you did!
Yes, thank you. And that's why we are looking to you now.
Outside these walls there is an army of bugs.
Very hungry, nasty bugs.
We need your help. We can't fight them alone.
You will have my aid in the fight, Carol.
Thank you, Mar-Vell.
Sure, sure space-boy wants to help the Avengers.
But I seem to remember the Avengers putting us in this prison.
It's true. We fought on opposite sides in the past.
And each one of you is in this prison for a reason.
But these insects, whatever they are...
they are marshaling to attack in force.
And when they do, they will destroy everyone and everything here...
before swarming to Earth.
Fight them with us...
and I will personally testify on your behalves at your...
parole hearings. Or do nothing...
and wait for them in your cells.
It's your choice.
I will fight these bugs.
Keep dreaming, Zemo.
I'd rather face a million bugs in front of me...
than risk one of your daggers in my back.
Oh, do not tease me with such beautiful imagery, Captain.
- Cap? - Too dangerous. Trust me.
Executioner, hear me.
Your Enchantress has fallen into the hands of the fire demon, Surtur.
I can ensure that you get a chance to see her free.
But you must fight honorably in this battle.
- Those bugs did this? - Aye.
Maybe I... I want back in my cell.
If we live though this, I'm going to cut you to pieces, Wasp.
Then lucky for me, we probably won't live through this.
We'll use this corridor as a choke-point.
Force them to come to us through the smaller opening.
Limit their numbers. If we begin to get overrun...
we'll fall back in groups, covering our retreat.
The main fallback position is the hallway leading to the cell block.
Radioactive Man, Wasp, and Absorbing Man will cover us.
If they get past us there, fall back to the control room.
This is our Alamo. We make our final stand right here.
As a last resort...
I hit the self destruct sequence and blow the gateway.
Any questions?
Careful with the lightning. In this space, you'll cook us all.
They're coming! It's coming!
Everyone, get ready.
How many this time?
All of them.
I can't take it!
It's in my head! Make it stop!
I... I better see if Leader's OK.
Stand your ground.
Here they come.
Hold.
Now!
Keep fighting! We are holding them back!
No!
They're... stopping.
They only stopped because IT told them.
What is "it"?
It!
Get out of my head!
Get out!
Fall back!
OK boys, like we planned. Roast them!
No!
Annihil...
Annihilate!
Annihilation! Its name!
Its name is Annihilus.
Ten minutes until the gateway opens from the other side.
The defenses aren't gonna hold that long.
Annihilus. It's controlling'em.
Kind of obvious. They go wherever he waves that crazy stick.
Captain, we must take out their leadership.
Agreed. SHIELD agents, fall back to the Alamo.
Hold the gate. Rest of you with me.
- Look at this! - Abomination...
- Take me to the gateway. - Good idea.
Let's get out of here while we still can.
Not even Mjolnir can touch him.
Nothing's getting through.
It's too late. Blow the door.
You do it, Quartermain. If I'm going out, I'm going out fighting.
The computer!
Touch that computer and the last thing that will pass through that...
oversized mind of yours is my glowing fist.
We are not trying to escape!
We're not?
I am going to disrupt Annihilus's energy.
- The energy that's protecting him! - How?
I can attempt to cram...
43 years of quantum physics into that primitive brain of yours...
or you can let me do this!
You've got two minutes.
Then I'm blowing up the gate and you with it.
Cap, get ready. The Leader's gonna...
disrupt that Annihilus creature's energy shield.
He's wide open. Hit him hard, Avengers.
I can think again. Noise is gone.
The pain is gone.
It was Annihilus's mind.
So chaotic, unlike anything I have ever encountered.
Like it was a manifestation of the Negative Zone itself.
It could feel our universe encroaching on its anti-matter universe...
and all it knew was that it had to destroy us to destroy the positive matter.
To annihilate life itself.
Gentlemen. Welcome to 42.
Timing by PotterJ