The Avengers go against the evil group known as HYDRA, led by the mysterious Red Skull, as he finds those who are connected to the Super Soldier Program in 1989.


September 13, 2013


  • Avengers:
    • Steve Rogers/Captain America (Justin Gross)
    • Tony Stark/Iron Man (Marc Woorden)
    • Thor (David Boat) - freed from Ross's grasp.
    • Wasp (Grey DeLisle)
    • Hawkeye (James Arnold Taylor) - becomes Giant-Man's replacement, and joins the Avengers so he can spy on Black Widow
    • Black Widow (Olivia d'Abo) - is being spied on by Hawkeye, because he sense something suspicious, near the end, it is revealed that she is responsible for the Hulk!
    • Bruce Banner/Hulk (Michael Massee/Fred Tatasciore) - was revealed to not be dead and is under a manhunt by Thaddeus Ross, with Wolverine hunting him
  • General Nick Fury (Andre Ware) - lost his right arm from Doom!
  • Betty Ross (Nan McNimera) - becomes She-Hulk and quits S.H.I.E.L.D.
  • Peter Parker/Spider-Man (Jason Marsden) - when he was interviewing Richards and Janet, HYDRA agents were raiding the Baxter Building, and Peter was bitten by a Chitauri Spider (which was created by Richards to hybrid spiders with Chitauri blood), which gives Peter powers and become Spider-Man, he decided to take responsibility with his life after Uncle Ben was murdered by Red Skull
  • Fantastic Four:
    • Reed Richards/Mr. Fantastic (Neil McDonough)
    • Susan Storm/Invisible Woman (April Stewart)
    • Johnny Storm/Human Torch (Will Friedle)
    • Thing (Clancy Brown)
  • Thaddeus Ross (R. Lee Ermy) - Betty's father, who wants to hunt down the Hulk, he was once the head of S.H.I.E.L.D., but when he decided to shut down the Weapon X Program, it's director, John Wraith staged a coup attempt by bombing Ross' offices. He somehow survived this, waking up on the autopsy table and telling the attendant "Hands off my precious bodily fluids, soldier." His body was still physically damaged so he retired from active S.H.I.E.L.D. duty. He took a role as a liaison of the government for the think tank headquartered in the Baxter Building, the one that ran the Fantastic Four. Assisting him was General Glenn Talbot.
  • General Glenn Talbot (Brian George) - aids Ross with the Baxter Building
  • Jim "Rhody" Jones/War Machine (Rodney Saulsberry) - Tony's best friend, who becomes War Machine
  • Pepper Potts (Elisa Gabrielli) - Tony's assistant, and love interest
  • Wolverine (Steve Blum) - hunts the Hulk
  • J. Jonah Jameson (J.K. Simmons) - Peter's boss, who wants videos of the Avengers, and the "wall-crawling masked vigilante"
  • Jane Foster (Tara Platt) - Thor's love interest
  • Sharon Richards (Sumalee Montano) - Gail's niece and Captain America's love interest, she has the same hair as her ultimate counterpart, but has the same personality as her earth-616 personality
  • Mary Jane Watson (Emmanule Chirqui) - Peter's girlfriend and roommate
  • Odin (Corey Burton) - Thor's father
  • Balder (Alan Tudyk) - Thor's late brother, and was killed by Loki, leading him to be locked in the Room with No Doors, and Thor leaving Asgard after an argument with Odin
  • Ben Parker (Paul Eiding) - killed and shot by Red Skull at the HYDRA raid
  • May Parker (Candi Milo) - Peter's aunt
  • HYDRA:
    • Red Skull (James Remar) - the main antagonist and the leader of a terrorist organization known as HYDRA, he blackmailed Dr. Banner into finding the Super Soldier Serum, in exchange, Betty will be saved by the virus in her nervous system, he was testing the Super Soldier Serum, as he ended up having his face burnt and earning the name, "Red Skull", he decides to find the Cosmic Cube, as he notices Dr. Richards and Ross building the Cosmic Cube, he takes the blueprints
    • Loki/Baron Zemo (Jim Meskimen) - Red Skull's second-in-command, he was actually Loki in disguise, to use Red Skull into Destroying his Brother Thor.
  • Super Soldier Scientists in 1989:
    • Richard Parker (Neil Patrick Harris) - Peter's father, was killed by Hulk (who had lost control when he tested the serum)
    • Hank Pym (Nolan North) - was seen in a flashback at his teenage age, and was the one asked by Bruce to inject the serum into Bruce's body, which caused his transformation into the Hulk
    • Franklin Storm (Will Wheaton) - was seen in a flashback, he doesn't approve of Hank Pym's attitude towards him, 16 years later, he was now serving as a mentor and advisor of the Fantastic Four, he has a strained relationship with Johnny, his son, who argues with him concerning over Johnny's laid back life in contrasting to his hard working sister. He urged his son to become more expected in life
  • The 12 Super Soldier Candidates: - the 12 candidates which Dr. Banner ordered for the scientists, as each of the 12's body reacted differently
    • Alpha Squad:
      • Bruce Slade- a man with a goatee, and gray pulled back hair
      • Thomas White - a man with shorter almost shaved brown hair
      • Janos Brian - a man with silver hair and a beard
      • Gertrude Abdul - a bald African American
    • Delta Squad:
      • Hans Nickson - a man with a military haircut
      • Burke Vance - a man with shaved hair
      • Ariel Yin - an Asian from Korea
      • Jessie Vernon - a woman with pulled back brunette hair
    • Omega Squad:
      • Grant Gabe - a man with a yellow goatee, and hair
      • Natalia Romanov/Black Widow - Is  more based off the 90's version.
      • Joseph Walker - a man with blonde hair
      • Brendan Grace - a man with black hair and a goatee
  • T'Challa/Black Panther (Jeffrey D. Sams) - informs Fury and Captain America about the Chitauri ship's captain, Thanos, he was attempting to invade the resources as he was searching for one thing, the Cosmic Cube, he needed to bring back the Chitauri Planet, Acheron, and by doing that he sent out his high-ranking member, Corvus Glaive, to devour Herr Kameleon, and become Herr Kleiser


Dover, New Jersey, 1989

Nick Fury, dressed in a smart black suit, welcomes a group of very special men in a building that’s still not finished. Morning, he wishes them briefly. He met the president last week and he told Fury he wanted a new Captain America. A super-soldier. Then maybe a thousand of them. Fury told him what he needed to do. He told him he needed to get the best brains money could buy and get them working on it exclusively. The president said he did do that. And Fury said, no he didn’t. Clearly. He said, let Fury go headhunting for him and see if he can’t hunt some heads. He told the president he needs to get the guys Fury picks and put them all in a room together. One of those rooms with a lot of expensive stuff. And then get them to work on securing their future as a nation ad a species.

And here they are. Doctor Franklin Storm, meet Richard Parker. Richard Parker, meet Doctor Bruce Banner. Bruce Banner meet… Storm interrupts referring to the last member of the group, a teenage boy dressed in skater clothes rather than a grown man like them. Their intern? he asks.

Intern? the boy scoffs. What’s 3,424,235,235,345 x 2,352,532, he asks. Storm ums. Doesn’t know his gazintas? the boy asks. Then he can get the coffee.

Fury grabs him by the shoulder, introducing him as Hank Pym, who just graduated MIT. For the second time. When Pym is still bitching, Fury orders him to let it go.

Can they see the original files of the supersoldier program? the scientists ask. No, Fury tells them curtly. They were destroyed long ago. Why? comes the question. He’ll tell them when he gets to know them better. Then they are starting from scratch? Storm asks. No, Fury replies, there’s this, and he hands them a vial of blood. Is it Captain America’s blood? Pym asks reverently. No, Fury replies. But examine it. Reverse engineer it. Do what you do. Where did it come from? Storm asks. Only Banner sees the band aid under Fury’s sleeve.

Get crackin’ or it’s all their asses, Fury orders. And one thing: no human testing. None. What-so-ever. Well, at some point… Banner ventures. At no point, Fury replies forcefully. How are they supposed to make a supersoldier with no soldiers to make super? Banner complains. They’ll deal with that when they deal with it, Fury replies and leaves. “Super-soldier,” Pym repeats enchanted, holding up the vial of blood.

The president asks Fury for an update on “Project Rebirth.” It’s coming along, Fury replies. Is that French for “You’re jerking me around?” the president asks annoyed. Fury insists he said what he meant. They seem up. Involved. They’re in the right headspace. Banner in particular. He doesn’t think the man sleeps. Fury adds that letting the army poach Doctor Storm out from under him for the Baxter Building project didn’t help them any..

The president apologizes but he has many fish to fry. If Fury finds someone else who can replace him, he has the money to do it. He suggests Howard Stark and his boy. But Fury doesn’t want that. Now that Parker is back from his leave… Where did he leave to? the present asks. He’s supposed to be working on a top secret….

His wife had a baby, comes the reply. Fury gave him a couple of weeks. The president is still getting impatient, but so far all the results are negative.

Banner suddenly announces he thinks he has it. Parker doesn’t believe it while Pym is eager to see. A moment later, he hesitatingly states it’s interesting. Parker insists he doesn’t have it. Bruce wants to have it. Doesn’t mean he does.

They should get some dogs and cats to do some testing, Pym suggests. Show it to Fury, Parker insists. Or show it to Fury, Pym amends. Banner is against it. If they show it to Fury, he will take it and hand it off to army scientists and they’ll never see the end of this and never get the credit and they’ll never get the….

No he won’t, Pym defends Fury. This is his project. It’s not his only project, comes the reply. The man is working on all kinds of angles on this. Who told him that? Parker asks mockingly, his girlfriend? Betty knows how the military works, Bruce states glumly.

Later, Pym and Banner are alone in the lab, Banner has been drinking. Pym asks him how sure he is on a scale from one to ten that this works. Damn sure. He wants to test it? Pym asks. On him? Calling him “kid,” Banner refuses. Why not? Pym asks. Seriously, he wants it. He’ll do it himself, Banner decides. Pym can spot him. Pym agrees.

Pym makes sure that Parker is out of the building and begins recording. Excited, he adds they can show it when they pick up their nobels.

Outside, Parker greets his wife who has brought their baby Peter. He wanted to see where his daddy works, she jokes. Did he say that? he asks. A mother can tell, she deadpans.

Inside, Pym injects Banner.

Outside, the Parkers discuss getting bikes.

Inside, Pym asks how Banner feels. Banner’s eyes begin to glow green.

The Parkers hear a booming noise. Pym runs outside panicked, babbling. Parker orders his wife to go to the car and lock herself inside. What did you--? he asks horrified, looking at the giant shadow emerging from the building.

Mrs. Parker hears a noise and a scream as the building seems to explode. The walls collapse and she is hit by debris, managing to cover her son.

The transformed Banner, a green Hulk, looks down at the dying woman and the unhurt baby. He looks around, sees the devastation and returns to the form of Bruce Banner. Seeing the dead Mary Parker, he whimpers “no” and runs. He didn’t mean to … he pleads and Nick Fury kicks him in the face. What did you do? he shouts at him several times, until noticing the gurgling baby.

He takes Peter up and gently tells him this wasn’t supposed to happen this way. Peter grins up at him. Things got a little crazy, Fury tells him. He carries Peter away and states the good news is Peter is so young, he won’t remember any of this.

Sixteen years from now

Peter Parker addresses it: "It has been one year after the climatic events around the world by the Chitauri, thanks to the might of the Avengers, and the selfless sacrifice of Giant-Man, the world has resurrected itself from it's destruction, with new electric systems, new stores and everywhere new, where Stark Enterprizes and it's father, Tony Stark is doing a great way working with Pym Industries,


  • Differences from the comics:
    • In the comics, Loki was the mastermind behind the Liberators. In the movie, Dr. Doom was made the mastermind, and sent Black Widow into spying on the Avengers and S.H.I.E.L.D. for secrets.
    • In the comics, Abombination had his head eaten off by Hulk. In the movie, Disney made it different with Abombination being tied up, and thrown into the sea.
    • In the comics, Iron Man made Black Widow an armor with nanites in her body, and he froze them to knock her out, and in the hospital, she was killed by Hawkeye for his family. In the movie, she was with Steve, and she was overpowered by Sharon Carter, and restrained.
    • In the comics, Tony Stark was heartbroken after the betrayal of Black Widow, and found interest in a blonde. In the movie, Steve Rogers is comforted by Sharon Carter as they start dating.
    • In the comics, they were called the Liberators. In the movie, they are transformed into the Masters of Evil.
    • In the comics, Spider-Man was a photographer. In the movie, he was a reporter from Ultimate Avengers trying to interview Iron Man.
    • In the comics, Hawkeye shot Black Widow in the head with an arrow in the hospital, enraged over the slaughter of his family. In the movie, Black Widow was restrained by Carter, and Hawkeye just thrown her off the balcony, so there wouldn't be any darker content for Disney.
    • In the comics, Clint's family was slauthered by Black Widow and some men. In the movie, they were each shot in the head.
    • In the comics, Bruce Banner was locked up after the Chitauri invasion. In the movie, Banner was on the loose as Wolverine was pursuing him.
    • In the comics, Thor was opposed to the Ultimates foreign policy that has recently changed drastically, and was mistaken by Steve to be the source of the leak that has put Bruce Banners life in danger. In the movie, Thor was at a beach and met Jane Foster, and Hank Pym was framed by Black Widow to be the one to reveal Banner as the Hulk.
    • In the comics, Hank was in cahoots with Widow in the Ultimates. In the movie, he was seen on Doom's computer screen having nothing to do with working with Doom and Widow.
    • In the comics, Clint was in the kitchen with his family, before they were killed by Widow and the men, Hawkeye himself was taken alive and chemically interrogated, yielding secrets which enabled a foreign super-army to overwhelm the Ultimates. Hawkeye soon escaped from the prison using his fingernails as a weapon. In the movie, Clint came home to see his family shot and killed by some men, as he picked up Callum, kissed his forehead, and then saw blood from his son's cold body and gripped it as a sign of revenge.
    • In the comics, Hawkeye escaped and went after Widow. In the movie, Clint grabbed man there by the collar and interigated him by torturing him by twisting his foot for what happened to his family, and he revealed Black Widow was the traitor and was at the scene.
    • In the comics, Nick Fury believed Captain America responsible for killing Hawkeye's family. In the movie, Fury and Hawkeye recorded everything Widow revealed to Steve as she was the mole.
    • In the comics, the Ultimates Reserve attacked Steve. In the movie, the Masters of Evil attacked Steve and Bucky, and Widow stabbed Steve in the torso revealing her true nature.
    • In the comics, the Liberators take Steve for "killing" Hawkeye's family. In the movie, the Fantastic Four and Spider-Man saved Captain America from the Masters of Evil, and they and the Avengers learn of the Super Soldier Program.
    • In the comics, Edwin Jarvis was shot by Black Widow. In the movie, he was vaporized by Crimson Dynamo.
    • In the comics, Swarm was apparently killed. In the movie, her wings were blasted by Wasp, as Swarm going to strike at Captain America.
    • In the comics, Thor was rendered powerless by Quicksilver losing his belt. In the movie, Odin stripped Thor from his powers for falling in love with Jane Foster, thanks to Loki.
    • In the comics, Perun was mysteriously absent from the final battle and later appeared in an urban street, looking for someone to surrender to; it made him the only known surviving member of the Liberators. In the movie, he was defeated by Thor as his hammer was destroyed and he was struck by lightning