As the Mighty Avengers are being overwhelmed by the rebellious Life Model Decoys aboard the SHIELD Helicarrier, the battle is suddenly interrupted by a flying car, landing on the deck and skidding far enough to take oout several LMDs. From the car emerges the new Captain America (Bucky Barnes) and Spider-Woman come to rescue the Invaders and send them back to their own time….
The New Avengers are slogging though the sewers searching for the Cosmic Cube; on the way, Toro bemoans his abandonment by his comrades. Suddenly they come upon the demon D’Spayre, using the Cube to feed upon the accumulated regret in the world. The heroes confront him, but he immobilizes them by enwrapping them in sewer goo. D’Spayre then proceeds to describe the deepest regrets of each one of the Avengers in turn, building his own power and strength….
In the Virtual Reality prison, Human Torch has entered to aid in the release of Captain America (Steve Rogers) and the Sub-Mariner; instead he discovers he has been duped by the LMDs who have just captured him too. His flame shuts down and he falls to the Earth in shock. Outside we see that the LMDs are feasting on his blood….
The Mighty Avengers enter the Helicarrier and distract the LMD defenders while Wasp searches out Tony Stark in his cell. She takes out the guards with a couple of stings and frees Tony. He hot-wires one of the LMDs to discover who is behind all this—and receives a shock—it is Ultron—who is gaining in power via the blood of the Human Torch….
In the VR world, the pained Torch tells Cap to trust Tony Stark and he suddenly vanishes. Bucky Cap has entered the holding cells where he frees Cap from his glass tube prison, pulling him out of the false reality. Steve Cap sees Bucky Cap’s cyborg arm and assumes he is a robot enemy and attacks…