"Adapting to Change"
Director: Phil Pignotti — Writer: Eugene Son — Aired: March 13, 2016 — 12px    12px      

Adapting to Change is the first episode of Season 3: Ultron Revolution.


The Avengers learn what it's like to work as a team again and battle A.I.M.'s latest weapon – a new and improved Super Adaptoid developed by the Scientist Supreme.


  • During the gap between Seasons 2 and 3, because of the low rate of global threat, Ant-Man went solo again, the plans for expanding the Avengers were cancelled and the original Avengers temporarily broke up.
  • Also, when Black Widow realizes that the other Avengers followed her to AIM'S hideout, the Hulk is shown to have transformed back into Bruce Banner, as a result of the Avengers being modeled after their MCU counterparts.

Appearing in "Adapting to Change"

Featured Characters:

  • Avengers
    • Captain America (Steve Rogers)
    • Iron Man (Tony Stark)
    • Black Widow (Natasha Romanoff)
    • Thor
    • Falcon (Sam Wilson)
    • Hulk (Bruce Banner)
    • Hawkeye (Clint Barton)

Supporting Characters:

  • Friday (First appearance)


  • Masters of Evil (First appearance)
    • Beetle (Abner Jenkins)
    • Screaming Mimi (Melissa Gold) (First appearance)
    • Goliath (Erik Josten) (First appearance)
  • A.I.M.
    • Scientist Supreme (First appearance)
    • Super-Adaptoids
    • Stosh
  • Ultron

Other Characters:

  • Thanos (Mentioned)
  • Red Skull (Johann Schmidt) (Mentioned)
  • Ant-Man (Scott Lang) (Mentioned)