| ShortSummary | - Wolverine tries to comfort Noriko, telling her that at the Xavier Institute she will have friends who have been through exactly the same thing and can help her learn to deal with being a mutant. He also tells her that trust is a big part of being a mutant, and how she really does need people she can rely on. Later that night, Hikaru apologizes to Noriko about the whole deal over coffee, stating how it doesn't matter to him what she is, and Noriko accepts the apology whole-heartedly. Before any more can be said, though, Hikaru is alerted to the fact that Chris is leaving. Hikaru D-Smashes Thor to make his way over, and is silently observed by Ōkuma. Back at the base, Chris is begged by Captain America to stay, asking where he went wrong as a mentor. Chris cuts Captain America off, storms off, and is approached by Thor and Hikaru. Chris explains how he didn't want a mentor to stand above him, he wanted a partner to be alongside. Even Ed's attempt to give Chris a guilt trip didn't stop him from leaving. Later, as the team is discussing how they'd fight without Captain America, Iron Man once again insists on recruiting Noriko, but Hikaru stops him entirely. Pepper interrupts, showing Noriko inside. Noriko announces that she is leaving for the Institute and wanted to stop by one last time first. Before she leaves, though, she decided to try and free everyone from the DISKs once. Noriko is given the DISKs for the remaining Avengers and War Machine, and some time alone in the lab to try and free them. However, while Jessica explains how Noriko wanted Hikaru to stop her from leaving, some smoke starts trailing in from the lab. When they get there, the DISKs are missing and there is a big hole in the wall. Elsewhere, Noriko gives the DISKs to Ōkuma as part of a deal, the DISKs for the removal of her powers. However, Ōkuma lied to her, since he really can't remove her powers. The team tries locating Noriko, but come up empty all across Techno Isle Tokyo. Hikaru decides to search Noriko's home, but finds Wolverine instead with the same goal. Professor X found out that Noriko was captured by Loki's henchmen in a dojo nearby, and the two decide to go after her themselves. Since Thor's DISK is unavailable, Wolverine gives Hikaru Cyclops' DISK instead, since he is also an Energy-class hero. The two X-Men face off against Predator X and Baron Zemo. Predator X manages to paralyze Wolverine's healing factor, and Cyclops is busy dodging sword attacks from Zemo. Chris sees the battle via television broadcast at the airport, and notices how Zemo is the one who killed Bucky all those years ago.
- Spider-Man tries to convince Chris to help out with the DISK effort, but Chris refuses due to sheer lack of interest. Spider-Man begrudgingly admits defeat in the manner, considering how Ed refused due to overwhelming cowardice and Jessica due to being preoccupied with luxuries. After tossing Captain America's DISK to Chris regardless, Spider-Man is attacked by Joel and Abomination. The two manage to get away with the DISKs containing Wasp and Hulk, as well as Spider-Man himself. Meanwhile, Jessica and Ed are captured and locked up in a frigate by Menino. After Chris escapes Joel with a little help from Iron Man, Captain America confers with the team from within his DISK until Chris disconnects the wristband. Chris, remembering an argument with his parents about his uncertain future, decides to rejoin the team after seeing the Hulk on the news. Hulk, under secretive alchemic mind control by Diablo at the command of Menino, goes on a destructive rampage, forcing the team to go into action. While Jessica and Ed use their wits to find a way out of their cell, Iron Man and Thor are easily defeated by Hulk, who sees them as monsters of their own. With all the adrenaline overriding his uncertainty, Chris finally releases Captain America, who prepares to stand and face the still-rampaging Hulk.
- With the D-System fully operational, everyone heads out to a desert to locate a hidden DISK. Ed packs his bag too heavily, and ends up slowing everyone down. Chris offers to help him out, but expresses his disgust for Ed's weakness. They run into Joel and Absorbing Man, who accidentally reveal that Nozomu is in fact alive and well. Joel is summoned by a phone call from his agent, so he leaves Absorbing Man to take care of the Avengers. He completely withstands attacks from Wasp and Thor, but is eventually defeated and captured due to his arrogance. Maenwhile, Akira uses his new Booster Skates to carry himself and Ed on a chase after Joel, who blindsides them and sends Juggernaut out to deal with them. Juggernaut nearly finishes off Iron Man, believing himself invincible, but Ed eventually stops hesitating and sends out Hulk to face Juggernaut. Hulk delivers a massive reverberating blow to Juggernaut's helmet, causing him to keel over in pain. Ed captures Juggernaut, and everyone returns to the base. In their room, Captain America tells Hulk that Ed's trying his best and it would do everyone good to be more accepting. In the lab, Tony and Pepper notice that everyone's time limit for their heroes has increased by a minute, but they decide to put a lid on it for the time being.
- Iron Man and Akira try to negotiate a cease-fire between the Avengers and the Japanese criminal empire of the Silver Samurai from within the dojo of the latter. The rest of the team anxiously waits and watches from outside, with Pepper keeping an eye on things remotely. Iron Man mentions to Silver Samurai that in order to repay an old debt, he has to swear to keep out of the DISK business altogether in addition to not interfering with the Avengers' safety in Japan. Akira, who thinks Stark has gone crazy, interrupts the negotiations, prompting Silver Samurai to send in his bodyguards. Silver Samurai decides that the best way to resolve this is with a duel between his sword and Akira's D-Smash, to see which is faster. Hikaru bursts into the dojo's entrance from the outside, forcing a conflict between the security staff of the dojo and the remaining Avengers. Silver Samurai's duel proceeds as planned, despite Iron Man's objections, and Akira wins. Holding to the agreement, both parties depart from the dojo. Later, Peter Parker stops by the base with a video recording from Spider-Man, who explains he has to stay in America. Peter nearly reveals his identity as Spider-Man when the team asks him to pass on their thanks, but manages to keep it to himself. Everyone pairs off and heads to bed, with a new mission ahead of them.
- While trying to solve the puzzle of Whirlwind's tornado, Tony's mind flashbacks to when he and Nozomu were working on the DISK, and how talking about Nozomu's two sons helped come up with the classification systems, and how the party came into being. In the present, Iron Man explains how every hero in villain is split into one of the five classes, and that every Biocode is permanently locked onto the first one D-Smashed. This explains how Akira, locked to Tech-class DISKS, failed to D-Smash Hulk and then as an example Thor. On the frigate, Loki's five masked colleagues wait impatiently for him. While King Cobra captures Jessica and Riley takes the DISK containing Wasp, Iron Man asks to be released and sent to face the tornado with Hulk's DISK and a wristband in hand. After barely making it through alive with as much moral support as possible from Akira Ed catches Hulk's DISK and attracts attention while heading the wristband. Biting King Cobra to get free, Jessica tosses Ed the wristband. Hulk, upon being released by Ed, faces against what's left against Diablo's alchemic control, knocking the villain into Whirlwind and knocking out the tornado. Captain America and Thor join Iron Man and Hulk on the ground, and thanks to some learned trickery Jessica brings Wasp back into the mix after getting her DISK back from Riley. With the heroes, villains, and their DISK-controlling partners all lined up for battle, Captain America finishes the episode with the iconic battle cry: "Avengers Assemble!"
- After Spider-Man deals with the Crimson Dynamo, Nozomu gives the biocode installer to Akira and Hikaru, urging them to escape with Spider-Man to the heliport via an escape route, where they run into Edward, Chris, and Jessica. Meanwhile, as the other superheroes try to deal with the crisis on the island, S.H.I.E.L.D. headquarters is also attacked by supervillains, prompting Nick Fury to step into action. As Spider-Man is separated from the group when he is confronted by the Green Goblin, King Cobra takes Pepper hostage, leaving the heroes unable to put up any resistance against Loki, who uses the DISKs to imprison many of the heroes; moving on to Iron Man, Thor, Captain America, and Wasp. As Akira states his desire to save Pepper and the heroes, Hikaru comes up with a plan.
- Hikaru accepts Hawkeye's offer and parachutes down to a building near the scuffle with Diamondback against direct orders from Robert and Hill. With a little help from Akira, Hawkeye manages to leave Diamondback distracted long enough for Hikaru to stop the disguised Riley from stealing more DISKs from within a bank. Unfortunately, Riley sends out King Cobra to send Hikaru flying. After being caught by Spider-Man and handed Thor's DISK, Hikaru releases Thor, who interrupts King Cobra's offer to finish the kids off in exchange for permanent freedom with a hammer toss. Diamondback throws a fragment bomb diamond to ensnare everyone, but Thor uses a whirlwind/lightning combination to destroy the bomb and force Diamondback to surrender. Riley is forced to withdraw King Cobra and escape with Tim and M.O.D.O.K., as Hikaru and Thor introduce each other formally. Later, Pepper and Iron Man give Akira and Hikaru a place to stay in New York while the crisis continues. Robert mulls over S.H.I.E.L.D.'s failure with his reflection, and in said reflection is the face of Loki.
- While Wasp, Captain America, and Thor keep Tim and a couple of his Tech villains busy, Akira and Ed attempt to get their hands on a new DISK from a dangerous location in a construction site. Ed D-Smashes Hulk by mistake, shaking the structure and accidentally knocking the DISK down. Akira manages to catch it, though, and finds that inside is a hew ally: Rhodey A.K.A. War Machine. After winning the battle for the Avengers, Rhodey officially introduces himself at the condo, and due to the DISKs' limitations has a back-and-forth conversation with Tony through Akira. Rhodey lets slip off-hand that he knows about Tony's "special night in Miami", infuriating Pepper and forcing him to request not to be released again in the near future. After the argument, Chris remarks to Ed that his hesitant attitude makes him the weak link in the team, and Captain America requests Chris to stop, mentioning "Bucky" off-hand. In Jotunheim, Loki demonstrates his disappointment at Tim by having Manino join him in the next DISK errand. As Ed sulks in his room, an alert reaches out to the team, and they are forced to leave without him. Inside a space center, Tim sends out M.O.D.O.K. and Manino sends out Graviton. Graviton overpowers the team entirely, making all their attacks useless. Back at the base, Hawkeye stops by the still-sulking Ed outside and uses reverse psychology to anger Hulk into giving Ed a moral boost. Hawkeye offers him a ride to the space center, where Graviton is pummeling the team with machinery and models found in the room by the time they get there. Graviton gets carried away, bringing M.O.D.O.K., Tim, and Manino into the gravity wells he creates as well. Timing the D-Smash just right, Ed sends out Hulk to knock Graviton into his own gravity well, using his massive weight as an asset. Eventually, Tim and Manino are forced to D-Secure their villains and teleport away using a new escape device. With his confidence now restored, Ed sits back and relaxes knowing how useful he is to the team.
- Despite Noriko still being in shock, Wolverine tries to convince her to come to the Xavier Institute. She refuses, still in denial about being a mutant to begin with. Begging Hikaru to keep it a secret, she runs off. Later, the Avengers fight the Wrecking Crew while trying to get a DISK. The battle seems to be going in the favor of the Avengers, but Hikaru is still distracted by thoughts of Noriko, which nearly gets Thor beaten by Thunderball. After Iron Man swears revenge against the Wrecker for his humiliation on the Raft, the Wrecker creates an earth tremor with his crowbar and sends construction equipment falling down. Hikaru doesn't notice, and Chris is forced to pull him out of the way, worring Captain America. The Avengers defeat and D-Secure the Wrecking Crew, but Joel escapes with a new DISK. After seeing that Chris is okay, Captain America starts yelling at him, saying that he is untrained and should leave the difficult stunts to an Avenger. Chris angrily replies saying that they aren't partners like this, and how the Captain only wants to keep himself from reliving the loss of Bucky. Back at the base, Iron Man reveals that he knows Noriko is a mutant, and could possibly use her unique bioelectricity to free the heroes from the DISKs. Hikaru asks Iron Man to wait a while until she's ready, but Iron Man refuses. When they find Noriko later, Iron Man pressures her to help free them, but Noriko lashes out at them feeling betrayed by Hikaru, nearly hitting them with an electric blast. Wolverine intervenes and scolds Iron Man for treating Noriko like an item instead of a person, while Ōkuma watches from the distance.
- When the next DISK appears to be located around Jessica's house in France, she offers the team a place to stay while they are going after it. However, when Akira thanks her, she states that it was done solely out of noblesse oblige and has nothing to do with friendship whatsoever. When they arrive, Jessica's parents greet the team, and Akira accidentally breaks a vase. Jessica's parents explain that Jessica's attitude comes from growing up without friends, so she considers them unnecessary. Later, the DISK is revealed to be somewhere in a series of tunnels underground. Akira and Jessica bicker along the way as one ends up saving the other from traps a few times. Eventually, Jessica declares her independence from the rest of the team and storms off, while the rest manage to locate the DISK. They are intercepted along the way by Tim and Doctor Octopus, who manages to disable Iron Man and prevent any other hero from being D-Smashed using his tentacles. Before Jessica can leave, Wasp decides to snap her out of her independent mood swing and tells her that noblesse oblige isn't just about the privileged helping the unprivileged, but also about teammates helping each other. She then returns to the battle scene, D-Smashing Wasp to outmaneuver Doctor Octopus' tentacles and free Iron Man. Together, they take out Doctor Octopus, D-Secure him, and obtain the DISK. Jessica and Akira make amends, then exit the tunnel system together for a treat.
- Reunited at last on the frigate, the Avengers face off against Loki's cohorts while a harshly weakened Spider-Man struggles to survive below deck. Everything seems to be going well until Loki arrives disguised as Hikaru, tricking Thor into taking a Cane Blast point blank. Seeing the need to retreat, Loki orders Abomination to sink the Frigate, and then retreat. Jessica and Ed manage to capture a defeated Whirlwind, Diablo, and King Cobra while Captain America, Hulk, and Wasp try to find Spider-Man before it's too late. Spider-Man, dreaming of his "reported demise" and "triumphant return" to New York, wakes up to find the Avengers carrying him out of the ship. Later, while the team is having a celebration, Senator Robert closes in on Stark's penthouse in New York with a new warrant for either registration or arrest. However, the team is safely in one of Stark's Japan penthouses instead. Captain America offers Hawkeye to join the team, who declines due to his determination to take the corruption out of S.H.I.E.L.D. The next day, Akira and Iron Man find themselves in a dojo belonging to an old friend and bitter enemy of Stark's, the Silver Samurai.
- Hikaru and Pepper secure the DISKs that the team has obtained so far while everyone else is at their own activity. Jessica spends time trying on new clothes at a fashion shop, Ed spends time showing off his knowledge at a superhero memorabilia store, and Chris spends time sampling Japanese cuisine at a restaurant. Iron Man, attempting to build a new invention, directs Akira on what to do step-by-step, but ends up driving both him and Pepper crazy in the process. Eventually, Iron Man decides to compensate for this by building Akira a pair of jet-powered roller skates called Booster Skates. While testing them out outdoors, Akira and Iron Man find out the hard way that the Booster Skates have a bug in them that won't allow them to brake. Interrupting a brother-based conversation between Hikaru and Thor, Akira and his Booster Skates go out of control, and even Thor can't catch him due to an auto-evade feature Stark put in. Plus, Akira's biocode has yet to recharge. Pepper tries to call everyone else for help, but no one else answers. Eventually, Thor breaks the ground right in front of a dead end, launching him into the air for the catching, but his time limit expires. Hikaru catches Akira's arm, nearly dragging the both of them down. Akira's biocode finishes recharging at the nick of time, and Iron Man catches them. With everyone heading back home and later to bed, Iron Man and Pepper finish the big invention from earlier in the day: the D-System, which can locate DISKs when they pop back into the world's dimension.
- In an attempt to free Pepper, Akira attempts to trick King Cobra under an avalanche of crates, but fails. Chris arrives with a forklift and knocks the crates down, but King Cobra slips out. While Loki is in the middle of imprisoning the rest of the heroes, Iron Man frees himself and takes down King Cobra, while the kids free Pepper. The celebration is cut short when Loki arrives with Tom and [[W:C:marvel:M.O.D.O.K.
- Captain America begins to face Hulk, still on a rampage from Diablo's alchemic control, and starts by playing defense with his vibranium shield to gauge the situation. While Hulk is distracted, Akira and Hikaru recall Iron Man and Thor, who desperately needed time to recover. After forcing Hulk to tire himself out, Captain America goes from playing defense to outwitting Hulk to forcing him into a test of endurance, which Hulk loses. Akira secures Hulk in a new DISK, freeing him from his control. Meanwhile, Jessica and Ed escape their room on the frigate to where Spider-Man is being kept, and are found by Tim. Jessica takes out Wasp's DISK and a wristband, having snuck through the air vents to the room where they were kept, and releases Wasp. Despite Tim's intervention with an extremely arrogant M.O.D.O.K., Wasp frees Spider-Man and helps Jessica and Ed escape while Spider-Man decides to stay and keep M.O.D.O.K., Diablo, Abomination, and Whirlwind. As King Cobra closes in on their position in the air shafts, Jessica and Wasp send Ed to put out an S.O.S., which is picked up by the team. Seeing as how Whirlwind's tornado shielding makes it impossible for the Stark Industries Jet to make it through to the frigate, Akira tries D-Smashing Hulk, the only one who could make it through, but to no avail.
- After the events at the Raft, Akira and Hikaru are taken aboard the Helicarrier while the other three are sent safely home. There, Nick Fury and a tiny hologram Iron Man reveal that because the biocode installer was damaged when it installed a biocode in the kids, the kids have a Limited Biocode, which only allows the released heroes to be outside the DISK for a few minutes and also requires hours to recharge. A man by the name of Senator Robert enters with incriminating photos of Fury, Tim, and Loki, leading to Fury's arrest and the temporary decommission of S.H.I.E.L.D. During all this, Spider-Man has recovered the DISKs containing Thor, Captain America, Hulk, and Wasp. Robert denies permission for S.H.I.E.L.D. to intervene when Lizard is seen on a rampage, leading Akira, Iron Man, and Spider-Man to intervene on their own. After Lizard is D-Secured, Iron Man runs out of time and a blonde masked woman sends out Diamondback to finish the job with the other two. Meanwhile, Hawkeye approaches Hikaru with a DISK wristband and offers him the chance to help off the radar.
- Hikaru, Chris, Ed, and Jessica play a hero combat video game using their partner heroes as characters, and Jessica becomes very tired of Hikaru winning all the time. Insisting that such a perfect person like Hikaru must have some weakness, Jessica demands one more round on the game, but the power goes out before they get the chance. Akira had been playing with a mechanical arm and had accidentally cut the power temporarily, but since Hikaru didn't know that he used all the furniture he could to break down the doors on the way to where Akira is located. Hikaru is so worried about Akira's well-being, that he won't even let Tony finish a sentence on being vigilant. Jessica then realizes that Hikaru does have one weakness: he has a one-track mind when he is worried about Akira. Later, Thor tells Hikaru the story of Loki and how he came to be the villain he currently is, stating that it is his responsibility to halt his schemes, not unlike Hikaru's responsibility to take care of Akira. In Jotunheim, Loki announces his anger with how he and his partners are losing progress and decides to handle the next one in person. Both he and the Avengers get the signal for the next DISK, which is located in a chemical plant. In order to get to it, Thor has to use his lightning to power the computer and Iron Man has to hack the password using his armor. Before that can happen, Loki reaches out to Thor and invites him to "settle the score" a short distance away. Thor agrees, but Hikaru sees Loki's invitation as a plan to separate Thor from where he is needed and ensure victory. As Tim arrives at the plant, he runs into Iron Man and Thor, whereas the other three Avengers head out to take on Loki. Tim sends out Whiplash, who is defeated by Iron Man and Thor and D-Secured by Akira. Loki manages to evade the other three Avengers, as he and Tim return to Jotunheim. With the DISK recovered, the team heads back to the base, where Jessica still loses to Hikaru in the game despite making him think Akira was in danger and playing dirty.
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