After Captain America leaves the Avengers following Iron Man withholding recent information about Ultron, Roxxon is attacked by a rebuilt Super-Adaptoid who is being controlled by Ultron. The Avengers and Spider-Man fight Super-Adaptoid until Captain America arrives where Ultron takes control of the S.H.I.E.L.D. drop team that is made up of Life Model Decoys. Afterwards, Ultron takes control of Avengers Tower and Iron Man's Hall of Armors. When Ultron takes control over Stark's satellites to launch missiles, Ironman destroys Avengers Mansion and his tech to avoid it. All of this leads to conflict of interests and The Avengers are divided into two teams, one lead by Tony having Hawkeye and Thor on his side, and other lead by Captain America having Black Widow, Hulk and Falcon his side. At the end of episode, it is seen that Ultron's first mission of disassembling Avengers is done sucessfully.
- Spider-Man: (On Radio) You started the party without me?
- Hawkeye: Oh, no.
- Spider-Man: Oh, yes! Never fear, party people. Your friendly neighborhood Spider-Man brought the punch! Thanks for the invite, Iron Buddy!
- Iron Man: What? Cap left, so...
- Spider-Man: Cap quit? Where is he?
- Iron Man: Probably out hunting Ultron.
- Spider-Man: Whoa, whoa, whoa, whoa. Hold the phone. Ultron's back? Ah, nobody tells me anything.
- Iron Man: I'm telling you now. Besides, Cap's gonna have a tough time on that hunt since Ultron's right here.
- Spider-Man: What?
- Iron Man: Quick, while Ultron's occupied, time to take out the tech he wants to download himself into. Thor?
- Falcon: Cap, you're back.
- Iron Man: You don't give orders. What's going on?
- Ultron: (As Captain America) Fury, we're pinned down. Ultron has the Adaptoid and several S.H.I.E.L.D. LMDs.
- Nick Fury: A network-secured drone strike is coming your way.
- Ultron: (As Captain America) Be advised. The LMD visual matrix has been corrupted. The LMDs look like the Avengers.
- Iron Man: Arsenal? Where? Where is he?
- Captain America: Spidey's right. I can't just leave my team. Not in the hands of Tony Stark. Who's coming with me?
- Black Widow: I can't stand by a commander who can't stand by his troops. I'm with Cap.
- Hawkeye: You wanna play by the book, Widow? Fine. But Tony and I write our own books.
- Falcon: Stark Tech is the greatest system I've ever had the pleasure to work with. But you lost it all because you couldn't see past your pride. I'm out, Tony.
- Thor: Shall we? Warfare follows no rules, and nor does Stark.
- Hulk: Falcon has the cookies.
- Thor: So, I'll... I'll see you around then. Ahhh! (Groans)
- Hulk: I guess.
- Hawkeye: I call Cap's room.
- Iron Man: Too soon, Hawkeye. This is for real.
- Ultron: Phase one complete. Avengers disassembled.
- Hawkeye's dislike of Spider-Man goes back to when they first met in "Ultimate Spider-Man".
- Spider-Man was likely made a reserve Avenger after he quit and joined back with his SHIELD team in "Avenging Spider-Man Part 2".
- This is the Super Adaptoid's final appearance in the series.
- Iron Man (Tony Stark
- Hawkeye (Clint Barton)
- Spider-Man (Peter Parker) (Joins team) (Leaves team)
- Black Widow (Natasha Romanoff) (Leaves team)
- Falcon (Sam Wilson) (Leaves team)
- Hulk (Bruce Banner) (Leaves team)
- Captain America (Steve Rogers)
- Director Nick Fury
- Super-Adaptoid (Destroyed)
- Stark Industries
- M.O.D.O.C. (George Tarleton) (Mentioned)
- S.H.I.E.L.D. Trainees (Mentioned)
- Nova (Sam Alexander) (Mentioned)
- Power Man (Luke Cage) (Mentioned)
- Iron Fist (Danny Rand) (Mentioned)
- White Tiger (Ava Ayala) (Mentioned)