Shadows of Hydra is the 7th episode of the Avengers' arc in Marvel: All New, All Different Chronicles.


Featured Characters

Supporting Characters

  • She-Hulk / Jennifer "Jen" Walters (first appearance)
  • The Thing / Ben Grimm
  • Winter Soldier / James "Bucky" Rogers (first appearance)
  • S.H.I.E.L.D.
    • Nick Fury
    • Maria Hill
    • S.H.I.E.L.D. Academy
      • Firestar / Ann-Gell (no dialogue)
      • Araña / Anya Banner Corazon
      • Snow Leopard / Sally Avril
      • Franklin Richards Storm (first appearance; cameo)
      • Lightyear / Cameron Potts Stark
      • Magni (first appearance; cameo)
      • Quake / Daisy Grimm Walters (first appearance)
      • Skaar (no dialogue)


  • Shadow Council (first appearance)
    • Madame Masque / Whitney Frost
    • Doctor Octopus / Otto Octavius (first appearance as Doctor Octopus)
    • Yellowjacket / Darren Cross
    • Killmonger / N'Jadaka
    • Malekith the Accursed
    • Tiger Shark
  • Hydra
    • Red Skull / Johann Schmidt
    • Crimson Widow / Yelena Belova

Other Characters

  • Jane Foster (first appearance; cameo)
  • Bilderberg Academy
  • Cassie Lang (cameo)
  • Gwen Stacy (cameo)
  • Laura Barton (first appearance; cameo)
  • Cooper Barton (first appearance; cameo)
  • Lyla Barton (first appearance; cameo)
  • Aura (cameo)


In a Siberian Hydra outpost, Hydra agents have created a new vessel which is said to be a match for the S.H.I.E.L.D. Helicarrier and plan to deliver it to the Red Skull until it is attacked and taken over by Whitney Frost / Madame Masque and the newly formed criminal cabal known as the Shadow Council (consisting of herself, Otto Octavius / Doctor Octopus[1], Darren Cross / Yellowjacket, N'Jadaka / Killmonger[2], Malekith the Accursed and Tiger Shark[3], who now prepare for the next phase of Madame Masque's plans: to strike "the Heart of America".

In New York City, the Avengers are making up plans for a family picnic with their families, which is planned to take place in Central Park in Independence Day (July 4th), while Kate Bishop and Crystal are spending a good time with Cameron Potts Stark's girlfriend Sally Avril and Bruce Banner / Hulk's cousin Jennifer Walters / She-Hulk, both express themselves interested in joining the picnic. Also expressing interest in joining the picnic is Rogers' older brother James "Bucky" Rogers / Winter Soldier, despite having schedules with S.H.I.E.L.D.. In the Avengers Tower, Natasha Romanoff / Black Widow and Clint Barton / Ronin are practicing some more hand-to-hand combat while considering bringing in their families (including Romanoff's daughter Katrina and Barton's wife Laura and children Cooper and Lyla) for the next day picnic. Just then, they are alerted by Nick Fury of an Hydra vessel making its way to Washington D.C.. The Avengers also receive Fury's call and set out to destroy the vessel. Once there, they discover that Madame Masque has taken control of the vessel with the aid of the Shadow Council once Masque announces her plans to destroy Washington D.C. and recreate it in her own image as a means to begin conquest of America. She-Hulk and Snow Leopard watch the event through the news podcast. They are also informed that Masque has sent Shadow Robots to attack New York, for which She-Hulk calls her husband Ben Grimm / Thing while Winter Solider and Snow Leopard assemble the S.H.I.E.L.D. Academy team (Ann-Gell / Firestar, Anya Banner Corazon / Araña, Franklin Richards Storm, Cameron / Lightyear, Magni, Daisy Grimm Walters / Quake, and Skaar) for the incoming battle. Quake also contacts Black Widow and Redhawk and alerts them of Crimson Widow, who was sent by Red Skull to retake the Hydra vessel, and use it to destroy the city as well.

While She-Hulk, the Thing, Winter Solder and the S.H.I.E.L.D. Academy trainees hold their own against the Shadow Robots in New York City, the Avengers battle the Shadow Council members in Washington D.C., distracting the villains while Black Widow and Redhawk infiltrate the vessel, seeking a way to sabotage it, although they end up facing numerous Shadow Robots and booby traps in it. Crimson Widow arrives with a crew of Hydra troopers to infiltrate the vessel, during which they end up clashing with Black Widow and Redhawk, who defeat them. Against Red Skull's orders, Crimson Widow summons a pack of Hydra Mandroids to attack both the Avengers and the Shadow Council, but they are soon destroyed by Madame Masque, who absorbs the Mandroids and transfers their energies into the Shadow Robots. With most of them destroyed by the heroes on New York, the remaining Shadow Robots fuse together as a Ultimo, a giant android which Madame Masque also planned to create. Black Widow and Redhawk reach the control room and steer the vessel into the ocean, destroying it. Just as the rest of the Shadow Council members are defeated, Madame Masque uses the remains of the Mandroids' energies to create a gigantic mech suit of her own, declaring that "the Avengers' reckoning has risen".

As the rest of the heroes battle Madame Masque's robot suit from the outside, Black Widow and Redhawk make it inside the body to battle Masque in the robot's heart. Likewise, the She-Hulk, Thing and the trainees battle Ultimo from the outside, while Snow Leopard and Araña reach the robot's brain and begin hacking its core, disconnecting Ultimo from Madame Masque's control and reprogramming it into targeting her. Ultimo soon flies away from New York to Washington D.C. to attack Madame Masque, who defends herself and destroys the robot, but lets her guard down, allowing Black Widow and Redhawk to gain the upperhand and drag her off the mech, which Hulk lifts and throws away into space. The Shadow Council members recover and retreat as Madame Masque vows revenge. The Avengers regroup in New York, where they voice their positive compliments with the trainees' performance, while Crimson Widow is returned to the Hydra base to be punished by Red Skull for defying his orders. Next day, the heroes are peacefully enjoying their planned picnic with their families (those including Liz Danvers Rogers, Kamala Khan, Cassie and Nadia Lang Van Dyne, Gwen Stacy, and Princess Aura[4]) and watching as the city celebrates Independence Day.

Voice Cast



  1. first appeared as the Master Planner in A Better Genius
  2. both first appeared in The Tiger and the Hawk
  3. both first appeared in previous episode
  4. introduced in Inhuman Bloodlines
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