An all-powerful super-being named Hyperion arrives to save the Earth. But when his methods to keep peace on Earth become too extreme, the Avengers must stand up to him to save humanity from total domination.
Iron Man overhears panicking outside and urges J.A.R.V.I.S. to finish preparing his suit. Once this is completed, he heads outside and learns from J.A.R.V.I.S. that a giant meteor is heading towards the planet, Iron Man then being assisted by Thor, who gloats that "stones from the sky" are not a challenge for him, leading Hulk to call on him to sit out as it would leave more for him to smash. With the assistance of Iron Man, Hulk delves into the stones and starts smashing them, Iron Man remarks that he was using his head while Hulk rubs his head, telling him that what he said was not funny. Hawkeye starts destroying the rocks with his arrows, leading Captain America to state that he could use some backup.
Hawkeye remarks after getting his help that he missed one, destroying it with his jet that he jumps out of as it blows up along with the rock and states that he didn't think that through as he plummets to the ground, being saved by Falcon as the two fall to the ground, Hawkeye questioning if he calls "that a save". Black Widow arrives and destroys a plummeting boulder and asks Hawkeye after joining him on the ground if he calls that a thank-you, Hawkeye stating afterward that everyone thinks there a hero and planning to opt out of further involvement in preventing the crisis before noticing the effects of an "Earth-Killer" as Iron Man is told of it by J.A.R.V.I.S. and Iron Man repeats in disbelief, noting those as two words he never wanted to hear together. Iron Man gives the command and he teams up with Hulk and Thor to try destroying the meteor, encouraging his teammates to give it their all and telling Hulk to smash like he's "never smashed before."
As everyone else watches, Iron Man stresses that they cannot let it hit and there has to be another way, Hulk afterward cracking through the meteor and plummeting away with the piece he had separated, Iron Man then conceiting that it's too big and lamenting if only they had more power before finally telling his teammates that it has been nice working with them.
Iron Man then notices that something is killing the Earth-Killer and asks J.A.R.V.I.S. what it is, before the Earth-Killer shatters and the three return to the ground, where Iron Man questions what happened and Thor picks up a cube, asking Iron Man if he was responsible to which he replies, "Not on my best day." Black Widow points out Hyperion, Captain America saying that he does think he's from around here before Hyperion winks and flies off. Hawkeye asks if Hyperion just winked at him, to which Hulk confirms. Iron Man goes over Hyperion with the rest of the group sometime later, Thor being impressed by him and Falcon stating that his powers include heat vision, super invulnerability and flight.
Hulk says that Hyperion is just another "pretty boy" in cape, Thor turning to him afterward and Hawkeye openly wonders what his aim is, leading Captain America to remind him that he diced a meteor the size of the Grand Canyon into cheese cubes before saying that his aim is accurate. Hawkeye proposes that they have a face-to-face, being impressed by his power, though Hulk insists he only likes him because he winked at him. Black Widow interjects herself asking the group if they had thought about what motivated Hyperion, to which Captain America answers that some people hear the call and choose to help, telling her that there should always be an ideal. Though she agrees, she asks them who tells the man who saved the world without breaking a sweat, "No."
The Wrecker causes trouble and Iron Man interrupts him to ask where the rest of the Wrecking Crew is, though Wrecker's retort is to threaten him, leading Hyperion to become involved and knock him down before picking up a vehicle that Captain America has to remind him has people inside of it. Hyperion warns him while smashing the vehicle around him that next time he would not miss and thanks Iron Man and Captain America, leaving even after Iron Man tries to stop him while insisting that they need to talk.
J. Jonah Jameson reports positively on Hyperion, the television being turned by Captain America while Hawkeye questions the action and he grunts, Iron Man remarking he would hate to be on the end of it. Captain America says finding him is a priority, Falcon then coming from upstairs to tell the group that he had tracked Hyperion, though Thor rushes him to cut to the chase while he explains how this was done and questions where Hyperion is, Iron Man remarking that he is upstairs when the ground starts shaking and then changing his answer to way upstairs.
The group heads to Hyperion's base, where Hawkeye questions if they should be jealous that his club house is better than theirs. Iron Man catches Hyperion sculpting with his heat vision and calls him a show off, Hyperion at that point coming down and speaking with the group, introducing himself and saying, "Hi." Hawkeye questions this to Black Widow. Falcon looks around and whispers to Captain America that one would have to wonder about his decorating skills. Hyperion (via super hearing) heard what Falcon whispered and defends himself by stating it's for his image and first impression which is striking fear in the hearts of Villains before he even fights them. Tony points out that Falcon's scans missed Hyperion's power of super hearing. Hyperion is very excited to meet the Avengers and reveals that he's been spying on them just like they've be spying him and he's very impressed with their powers, abilities and reputation. Captain America is not as impressed of Hyperion's as he is and tells him that his method are quite dangerous and severe and that kind of power can make people scared. Iron Man asks who Hyperion actually is and Hyperion warns them that his origin isn't very happy. He then puts up a hologram of his home planet which displayed corruption and war devastating the world and eventually the inhabitants caused the planet to blow up, killing everyone except Hyperion who managed to escape. Falcon is completely amazed while Hyperion explains that all that remains of his home world is in the Citadel and will use his them to save the Avengers' planet which sounded pretty odd to Captain America. Hyperion, using his super hearing, hears The Wrecker causing trouble again and leaves the Avengers in Citadel to deal with him.
On the New York bridge, The Wrecker, terrified to see Hyperion again, begs Hyperion to show mercy but Hyperion ignores his pleads and fires his heat vision at the criminal, intent on killing him, till Iron Man jumps in the way of the blast and is shot off the bridge. Hulk saves him and he jumps them both back to floor level. Hyperion warns Iron Man to stay clear of his eye beams next time when he is about to execute a criminal only to take a face full of Captain America's Shield. Hyperion questions why they are trying to stop him from dispatching the Wrecker since they're on the same team. Captain America tells him that the Avengers do not take lives, but save them. Hyperion points out that the Wrecker has nothing to do with the safety of earth, thus must be eliminated but Captain America argues that heroes do not decide the punishments for criminals and if they don't follow the law their no better than the criminals. Hyperion is then anger and believes that the Avengers are part of earth's problems and attacks them. Hyperion shoot a support beam with his heat vision and Iron Man blastes him in the face and Thor jumps over the support beam to to keep the bridge from falling down. Falcon gets the Wrecker to safety while Hawkeye and Black Widow get the civilians off the bridge. Hyperion is tackled by Hulk and they fall into the ocean and Hulk punches Hyperion over and over again till he shoot Hulk in the face with his heat vision and then uses it to smash him into the ocean floor. Iron Man puts up a bus to keep the support beam up, allowing Thor to fight Hyperion. Thor calls up some lightning which shocks Hyperion and hits him in the face with Mjonir, but he grabs the next swing and throws him into a satellite while stealing and wearing his cape. Hyperion head to town square and destroys a screen of Jameson warning the city that Hyperion is out of control. He tries to calm the people down but a boy throws a rock at Hyperion, who is angry that he actually hurt the Hulk. Hyperion grabs the kid by the shirt and Captain America throws his shield at Hyperion again causing the boy to fall and Falcon catches him. Captain America tells Hyperion that this is his last chance to stand down which reminded him of him of his home world telling him that this was his last chance but he showed them. Iron Man realizes what this might mean and flies off after telling The Avengers to keep him distracted. Falcon uses blinding bombs to temporarily stun Hyperion but he rips off falcons wings and drops him from the air but Hawkeye saved him with a trick arrow and he and Black Widow shoot Hyperion with their weapons and Hawkeye temporarily freezes Hyperion with one of his arrows but Hyperion thaws himself out with his heat vision. Captain America fights Hyperion but is defeated quickly. Hyperion asks why they continue to fight him as he believes their defeat is inevitable, then realizes they were just distracting him so Iron Man can gain access to his Citadel and flies to it while Captain America warns Iron Man that Hyperion's coming.
Iron Man is trying to use J.A.R.V.I.S. to hack into the Citadel systems to find out the truth of Hyperion's origin then Hyperion shows up and attack Iron Man and Iron Man why Hyperion would want to live on earth if it is such a bad place and Hyperion answers by saying it was because he believed Earth was weak and needed to be saved and smashes Iron Man into a wall revealing a secret room of statues of Hyperion's old team and it turned out he wanted the Avengers to be his replacement team.
- Written by:
- Man of Action & Jacob Semahn
- Directed by:
- Jeff Allen
- As a running gag in this episode, a lot of the characters winked at Hawkeye.
- On one of the Avengers' monitors, Hyperion had defeated the Juggernaut.