Falcon stands alone to save his team and stop a full-scale invasion of Earth after the Avengers fall victim to the body-swapping Space Phantoms.
The rookie Falcon is late to his first official Avengers meeting. Iron Man reassures him that the meeting is never on time. He brings the team some cookies made by his mother which the Avengers enjoy especially the Hulk. A fight breaks out for the last few cookies. A Space Phantom swaps bodies with Hawkeye and becomes a copy of him in order to get the Space Phantoms to invade Earth. Falcon goes on the tour of the compound first to his room which was filled with Tony's junk. Then viewing Thor's room that is larger on the inside thanks to Asgardian "inter-dimensional decorating", where he is fighting a Bilgesnipe. Then to Hawkeye's room which is covered in junk. In a strange room he finds shelves filled with crystal animals which is revealed to be owned by the Hulk! Then a Space Phantom swaps bodies with Thor to help secure a portal to guarantee the Space Phantom invasion of Earth. When Iron Man finds Hawkeye and Thor near the portal device, his armor identifies that they have been possessed by Space Phantoms. During Falcon's training with Captain America, a Space Phantom possesses Captain America and attacks Falcon. Iron Man catches up to Falcon and saves him from a Space Phantom-possessed Black Widow. While shutting down Avengers Tower, Iron Man and Falcon are attacked by a Space Phantom-possessed Hulk.
Iron Man finds that Hulk and the others were misplaced as the Space Phantom-possessed Hulk calls forth a Space Phantom to possess Iron Man. While Falcon evades the Space Phantom-possessed Hulk, the other Avengers in Limbo are approached by Space Phantoms. The Space Phantom-possessed Thor and Captain America state that they have assimilated different dimensions. Back in Limbo, the Avengers discover that their hand-to-hand combat skills to fight the Space Phantoms in order to keep them from going through the other side. The Space Phantoms take down Falcon and remove his wing pack as the Space Phantom-Hulk punches through to Limbo in order to let the rest of the Space Phantoms through. Falcon activates his flight pack's Redwing Mode to trap the Space Phantom-Avengers in a wind vortex that sends them back to Limbo. Falcon tells the Avengers that the Space Phantom copies don't have the skills of the actual Avengers as they take advantage of this. After defeating their clones, the Avengers escape back to Earth and shuts down the portal so that the Space Phantoms can't get through. When they return to earth they find some more cookies and the argument starts over again, with the Falcon happy they are home.
- Written by:
- Man of Action & Paul Giacoppo
- Directed by:
- Jeff Allen
- On June 28, a special 2-minute preview of the episode aired during a telecast of Jessie on Disney Channel.