Then: Harry S. Truman high school student Madeline Berry is tricked by fellow student Julianne Navarro into thinking that popular student Brad wants to go to homecoming with her. When Madeline tells Brad that she would like to go with him as well, he doesn't know who she is and Madeline realizes she's been tricked. She suddenly dissapears in a cloud of dust. That night Madeline is visited by Norman Osborn, who offers to turn her into a super hero, but instead performs many painful tests on her with Baron Von Blitzschlag. Now: Hank Pym tells Madeline that because Osborn forced her body through changes it wasn't ready for, her powers are now slowly killing her. Justice calms her down by telling her that Hank saved Firestar's life twice in similar situations, and if anyone can save Madeline, it's Hank Pym. Justice introduces Madeline to Hazmat, an Avengers Academy student whose powers are dangerous to everyone around her. Madeline tries to make friends, but Hazmat is rude in return. The next day Madeline, taking the code name Veil, meets the rest of the Avengers Academy students; she's scared by Mettle's appearance, Reptil shows off his dinosaur-mimicking abilities and talks about wanting to be team leader, the arrogant Striker procudes electricity and flirts with Veil, and multi-talented polymath Finesse is excellent at martial arts but poor at social interaction. Speedball gathers the students and Hank Pym tells the students they're being trained to be the next generation of Avengers because they're the best that HAMMER had recruited. As Speedball and Justice train the students, Wasp, Tigra and Quicksilver discuss the students and they also discuss the troubled pasts of themselves and their fellow instructors, especially Speedball's history as Penance. When Hazmat unleashes a radiation blast during the training session, Speedball yells at her, and Justice tells him to take a break. Finesse notices Speedball yelling at Quicksilver afterward, and being able to read lips, she can tell they're keeping a secret from the students. That night she, Veil and Striker break into the Avengers files and tell the other students what they discovered: they're not HAMMER's best recruits, they're the most potentially dangerous, the ones with the most hazardous powers and the most damaged psyches. The reason they're being trained is so they don't become villains.