Chapter Summaries

Hulk overwhelmed Connors and devastated the street outside Primus Building, while Peter escaped with Connors after George Stacy secretly helped them. Steve faced Hulk alone until Ben arrived to take over the fight.

• Hulk gained the upper hand against Connors as his strength increased with his rage, and Peter pulled Connors clear of Hulk's crushing blow.
• Steve and the others emerged from the rubble, and Steve stayed behind to hold Hulk off while Peter went to expose Hydra's control of S.H.I.E.L.D.
• George Stacy arrested Peter and Connors but secretly drove them away from the Police Station, and Peter escaped to take Connors to the Hardy Foundation.
• Pierce ordered Hulk to kill Steve, but Hulk rejected Banner's name and knocked Steve aside with a blow that Adamantium Shield could not absorb.
• As Steve struggled to rise, Ben arrived and told him to leave Hulk to him.

Ben confronted Hulk after Steve admitted he could no longer summon The Hammer of Thor, then transformed into Four Arms to continue the fight in the suburbs. Hulk’s rage made him stronger, but Four Arms used combat skill and Old Power to gain the upper hand.

• Ben urged Steve to focus on his mission after Steve confessed that The Hammer of Thor no longer recognized him.
• Ben struck Hulk with Old Power, sending him flying out of New York and into the suburbs.
• Ben transformed into Four Arms and taunted Hulk as Hulk emerged from the crater nearly unharmed.
• Four Arms met Hulk’s charge with a punch and overwhelmed him with blows from all four arms.
• Hulk’s rage pushed his strength to a peak, but Four Arms used martial skill to intercept his attacks and keep crushing him inside a tornado of crimson lightning.

Ben defeated Hulk with help from Four Arms and tried to recruit Banner to oppose Hydra. Meanwhile, Connors asked Otto to expose Pierce and S.H.I.E.L.D. as Hydra, insisting he would rather die than be remembered as a Hydra monster.

• Nick Fury concluded that a Galactic Plumbers alien had defeated Hulk and urged Steve to keep moving with their mission.
• Bruce Banner woke in a crater and met Ben, who revealed that Four Arms had helped defeat Hulk and asked Banner to join the fight against Hydra.
• Connors told Otto that Pierce and S.H.I.E.L.D. were Hydra and asked him to tell the academic community the truth.
• Otto saw Pierce's broadcast threatening to punish anyone sheltering the wanted criminals and questioned whether Connors was telling the truth.
• Connors appealed to Otto's faith in science and their friendship, and Otto asked how he could help.

Pierce staged a public execution to force Norman Osborn to submit, but Steve Rogers exposed Hydra’s takeover during a hacked broadcast. Norman refused to surrender, and Steve, Tony Stark, Sam, Peter, and Connors arrived to begin the counterattack.

• Pierce used Harry Osborn as leverage and demanded that Norman prove his loyalty by submitting to Hydra.
• Peter urged Jameson to publish the truth, while Otto tried to stop Mrs. Hardy from reporting Connors to S.H.I.E.L.D.
• Ben hacked S.H.I.E.L.D.’s network and replaced the broadcast with Steve’s speech exposing Pierce and Project Insight.
• Hydra operatives attacked as agents realized they could no longer trust those around them, and Pierce openly declared himself a Hydra leader.
• Norman refused Pierce’s offer and faced his gun, but Steve blocked the shot with his shield as Sam circled above.
• Tony landed beside Norman, and Peter and Connors joined them as Norman called, “Avengers, assemble!”

The heroes fought Hydra in Times Square as Pierce used three aircraft carriers to threaten New York with a nuclear strike. Benny took control of the carriers and confronted Pierce, leaving the battle’s outcome unresolved.

• Norman stood up to Pierce while Steve and the other heroes launched a counterattack against Hydra’s forces.
• Peter rescued Harry, and Connors joined the fight as a Lizard Man after Felicia gave him serum she had found at the Hardy Foundation.
• The heroes struggled against Hydra’s Energy Shields and overwhelming numbers as the three aircraft carriers attacked Times Square.
• Pierce announced that the carriers would destroy New York and activated their nuclear missiles, but the launch system failed.
• Benny, transformed into Big Chill, revealed that he had taken control of the aircraft carriers and approached Pierce.

Ben killed Pierce, seized the helicarriers, and helped turn the battle against Hydra in Times Square. After the fighting ended, he reflected on how unpredictable his plan had been and realized he still needed to solve Alien X’s inability to act without agreement between its personalities.

• Ben froze Pierce to death, shattered his corpse, and used Upgrade to take control of all three helicarriers.
• Hydra’s forces kept attacking the exhausted heroes until George Stacy’s police, Kingpin’s gangs, and Daredevil arrived to help.
• Ben contacted the battlefield as Hacker, announced that he had taken control of the helicarriers, and promised Iron Warriors as reinforcements.
• Dozens of Iron Warriors descended on Times Square, and the Hydra agents surrendered as the heroes and their allies gained control of the battle.
• Ben reviewed the surprises that had disrupted his plan, including Hulk’s appearance and Steve’s inability to lift The Hammer of Thor.
• Ben tried to activate Alien X, but its personalities could not agree, so he resolved to find a way to make the transformation usable.

After S.H.I.E.L.D. collapsed, Ben proposed keeping the Avengers independent while Norman Osborn established H.A.M.M.E.R. to replace it. H.A.M.M.E.R. became a public organization, and Norman was appointed its director.

• Nick Fury asked the heroes what the Avengers should do without S.H.I.E.L.D., and he pointed them to Ben for advice.
• Ben recommended that the Avengers remain active, named Steve Rogers as captain and Tony Stark as technical consultant, and declined to join them himself.
• Tony told Ben he would stop pursuing Bucky over their families’ past, while Ben warned that Hydra still had members hidden in government and business.
• Norman arrived to take over S.H.I.E.L.D.’s carriers and work, promising to cooperate with the Avengers and offering former agents positions in H.A.M.M.E.R.
• The Security Council appointed Norman director, made H.A.M.M.E.R. public, and stationed its three carriers, with two in the Pacific and one serving as its airborne base.

Ben Parker took the Tesseract from a former S.H.I.E.L.D. base and later tried to negotiate control of Alien X, but its two personalities rejected his proposals and expelled him. He postponed trying again as a cloaked fleet approached Earth.

• Ben Parker, Norman, and Hill found the Tesseract at a former S.H.I.E.L.D. base, and Ben identified it as the Space Stone and took it.
• Ben Parker put H.A.M.M.E.R.'s affairs aside and spent time with Mary Jane and Felicia before retreating beneath Primus to address Alien X.
• Ben Parker transformed into Alien X and met its personalities, Enara and Oyana, in the consciousness space.
• Ben Parker proposed taking control of Alien X and then changing proposal approval to majority rule, but Enara and Oyana rejected both ideas.
• Enara expelled Ben Parker from the consciousness space, and he decided to wait before trying to negotiate with them again.
• A cloaked fleet of spacecraft approached Earth.

Benny and the others debated what to do with the Tesseract and learned that its awakening could expose Earth to an attack from space. Loki arrived on the H.A.M.M.E.R. Helicarrier in a damaged ship and warned them that war was coming.

• Benny realized the aliens in the Little Broken Watch had their own consciousness and decided to apologize to Enara and Oyana later.
• Felicia and Mary Jane discussed wanting Superpowers and wondered when Benny would reveal that he was Hacker Spider-Man.
• Kingpin ordered Chameleon to infiltrate H.A.M.M.E.R. and find Cat, who supposedly knew the Super Soldier Serum formula.
• Benny explained that the Tesseract could be sealed at Galactic Plumbers Headquarters and that the awakened Infinity Stones could draw an enemy to Earth.
• Loki reported that he had reached the Oort Cloud, then crash-landed his damaged ship on the Helicarrier deck.
• Loki emerged and warned Benny and the others, “They're coming!”

Ben and the others prepared for the Chitauri invasion, expected to reach Earth in about a year, by planning a planet-wide energy barrier and a Galactic Plumbers Space Station. At Primus's sanatorium, Flash encouraged Bucky to make amends for his past by helping others, and Steve went to visit Bucky.

• Loki warned Ben and the others that the Chitauri were heading for Earth, though their journey would take about a year.
• Ben proposed using the Tesseract and four satellites to power a protective barrier around Earth, while Norman secured funding and approved Ben's requests for a Space Station, Vibranium, and Antarctic mining rights.
• Norman formed a technical team to build the satellites, and the group began preparing for the coming war.
• Steve decided to visit Bucky at Primus's sanatorium, where Flash was preparing to leave despite still having amnesia.
• Flash told Bucky he planned to make amends for his past and urged Bucky to do good deeds even if others never forgave him.

Loki captured Chameleon aboard the H.A.M.M.E.R. Helicarrier and learned that Kingpin had hired him to find Cat Burglar. Ben freed Cat Burglar, revealed that he was dating Felicia, and persuaded him to help make the Super Soldier Serum while preparing to let Felicia confront Kingpin.

• Loki searched the Helicarrier for Thor, caught Chameleon, and learned that Kingpin had sent him after Cat Burglar.
• Ben told Loki to kill Chameleon, then checked Cat Burglar's records and went to free him from H.A.M.M.E.R. Prison.
• Ben explained the fall of S.H.I.E.L.D. and showed Cat Burglar a photograph of Felicia, revealing that he was her boyfriend.
• Cat Burglar worried that the serum formula would endanger Felicia, so Ben told him about Chameleon and Kingpin and promised to help her.
• Ben proposed letting Felicia deal with Kingpin, and Cat Burglar agreed to make the Super Soldier Serum in Ben's laboratory.

Ben arranged plans for the satellites and Space Station while H.A.M.M.E.R. prepared to mine Antarctic Anti-Vibranium and track down Ulysses Klaue. Felicia reunited with her father and secretly decided to become Black Cat so she could tease Hacker Spider-Man.

• Ben gave Hardy his company’s address and left him to reunite with Felicia, who embraced her long-lost father.
• Norman told Ben that the Security Council had unanimously approved the Antarctic mining agreement, and Ben explained the Anti-Vibranium deposits.
• Ben asked Hill to find Ulysses Klaue and gave Norman plans for satellites powered by the Cosmic Cube and protected by Energy Shields.
• Ben proposed using Upgrade to transform an aircraft carrier into a mining machine for Antarctic Vibranium.
• Felicia thanked Ben for helping free her father and spent the day with him while hiding her plan to train as Black Cat.

Ben visited Tony at Pepper's request and learned that Tony was obsessively preparing for the coming Chitauri war. After Ben pointed out flaws in Tony's plans, Tony began considering a stronger artificial intelligence, setting the stage for Ultron.

• Pepper called Ben late at night and asked him to talk to Tony, who had shut himself in his laboratory since returning from H.A.M.M.E.R.
• Ben found Tony exhausted and anxious about the Chitauri invasion, and Tony explained that he was planning satellites, energy barriers, space stations, and an Iron Legion.
• Tony showed Ben armor designs that included defenses against Ben and others, prompting Ben to question whom Tony was preparing to fight.
• Tony revealed that he had implanted a device to control armor with brainwaves, but admitted he had not built any suits yet.
• After Ben left and urged him to rest, Tony recognized the flaws in his plans and wondered whether a human-like artificial intelligence could think independently for him.

Thor lost his construction job after Hydra agents took him away, leaving him homeless and sick. As he collapsed in a park, he feared he was unworthy of Valhalla, until Loki appeared before him.

• Ben returned to school and began building the Galactic Plumbers Space Station's internal machinery while Anti-Vibranium excavation continued slowly.
• Thor recalled losing his demolition job after Hydra agents took him away and people linked him to Hydra, leaving him homeless and penniless.
• After days of sleeping outdoors, Thor fell ill and rejected Flash's offer to take him to a hospital, but later tried to call him and realized he did not know how to use a phone.
• Thor collapsed in the park, doubted he deserved to enter Valhalla, and mourned that he might never see his family or Loki again.
• Thor saw Loki's figure through his tears, and Loki told him he was not hallucinating.

Loki found Thor gravely ill and struggled to admit how much he cared about his brother, while Ben suspected Loki had sought Thor’s hammer to convince himself Thor did not matter. Meanwhile, Kingpin learned Walter Hardy was free and planned to kidnap him to obtain the Super Soldier Serum formula.

• Loki found Thor near death, and Thor recognized him before passing out.
• Ben helped move Thor into the shade and told Loki that he was deceiving himself about his feelings for Thor.
• Loki took Thor to the hospital and left without waiting for him to wake up.
• Ben revealed that he had followed Loki and suspected Loki had looked for the hammer first to deny his concern for Thor.
• Kingpin learned that Chameleon had disappeared and that Walter Hardy was back, then decided to send capable gang members to kidnap him.

Connors and Banner improved the Super Soldier Serum, while Felicia trained to become Black Cat and received the new serum. As Felicia began transforming, Benny and Walter Hardy saw that Kingpin had launched an attack on the Hardy Foundation and prepared to confront him.

• Connors and Banner analyzed the Super Soldier Serum and developed an improved version that could conceal its granted Superpowers at will.
• Walter Hardy trained Felicia, who hoped to stand at Benny's side and planned to surprise him as Black Cat.
• Benny reassured Mary Jane that Felicia was spending time with her returned father, and Mary Jane said she was happy for her friend.
• Hardy placed Felicia in the serum device, and Benny supplied the improved serum and Black Cat's high-tech suit.
• Benny spotted Kingpin's armed gang surrounding the Hardy Foundation, and he and Hardy decided to take Kingpin out.

Felicia received the Super Soldier Serum and became the Black Cat, then defeated the gangsters who came to capture Walter Hardy for Kingpin. She set out to recruit Ben to help take down Kingpin, but ended the chapter pouncing on him in his bed.

• Walter Hardy monitored Felicia's serum treatment while Kingpin's gangsters infiltrated the Hardy Foundation and blew open the laboratory door.
• Felicia awoke with enhanced senses and strength, tore out of the machine, and incapacitated the gangsters who threatened her father.
• Walter Hardy explained that Kingpin wanted the serum formula, and Felicia decided to stop him and enlist Ben's help.
• Felicia traveled to Queens, entered Ben's room through an unlocked window, and pinned him to the bed before he could wake.

Felicia used her Black Cat persona to kiss and tease Ben, then invited Hacker to meet her on the Empire State Building roof. She waited there that night, unsure whether Ben would come, when a voice addressed her from behind.

• Felicia pinned Ben down, kissed him, and told him that Black Cat was looking for Hacker.
• Felicia asked Ben to tell Hacker to meet her on the Empire State Building roof the next night, then left and privately fretted over her bold behavior.
• The next morning, Felicia watched Ben for a reaction, but he acted as if nothing had happened, leaving her flustered.
• Felicia waited on the Empire State Building roof that night and threatened to punish Ben if he failed to show up.
• A voice behind Felicia asked who she wanted to cling to her thighs and beg forgiveness.

Felicia asked Benny to help her take down Kingpin, and the two agreed to fight him after Benny explained the need for someone to replace him. They left Felicia imagining herself as the Black Cat Queen and charged into Kingpin’s building.

• Felicia challenged Benny to a rooftop fight, but he overpowered her and made her surrender.
• Felicia explained why she wanted to deal with Kingpin, then kissed Benny as they fell from the Empire State Building and asked him to help.
• Benny agreed to help Felicia defeat Kingpin and explained that someone would need to take his place to prevent the underworld from descending into chaos.
• Benny suggested Felicia could become the new Underground Queen, and she embraced the idea of being the Black Cat Queen.
• Benny and Felicia charged through the glass of Kingpin’s building.

Ben and Felicia attacked Kingpin in his fortified hall, where they fought his hired villains and assassins. Felicia defeated Kingpin and carried his unconscious, bloodied body out as Ben announced her victory to the gathered gangsters.

• Kingpin recognized Ben as Hacker Spider-Man and tried to bargain with him, but then hurled a serving cart and sealed the hall while summoning Scorpion, Rhino, and armed assassins.
• Ben kicked Scorpion back, used Silk to slam Rhino into him, and later turned Scorpion’s stinger against Rhino while keeping watch on Felicia’s fight.
• Felicia dodged the assassins’ gunfire, killed several with her claws, and attacked Kingpin, who resisted her blows with strength enhanced by body modifications.
• Ben restrained the gangsters outside the hall by cocooning them in Silk as more of Kingpin’s men arrived and aimed their guns at him.
• Felicia defeated Kingpin and carried his unconscious, wounded body out of the hall, and Ben presented her to the crowd as the Black Cat Queen.