Ultron has transcended his body, and has taken over the world’s technology systems.

Strange fumes sicken all of the Avengers – save for Iron Man, whose suit of armor provides him with protection.

A mass breakout occurs at each of the four supervillain prisons.

A Kree ship led by Ronan the Accuser arrives and attacks a S.W.O.R.D. ship. While Abigail Brand fights the Kree soldiers in space, the Avengers are assisted by Ms. Marvel in fighting Ronan and an army of Kree soldiers on Earth.