The Avengers help evacuate passengers from a subway car stuck in a tunnel beneath New York City. Emerging onto the city streets above, the Avengers are shocked to see New Yorkers panicking in the streets, and help rescue Black Widow from a rioting crowd. The Wasp notices that Captain America looks overwhelmed, and wonders what they will do if he succumbs to the panic and fear of the bystanders around them. Iron Man, Giant-Man and Quicksilver arrive with psi-shield headpieces that they hope will protect them from Onslaught’s psiblasts, but Post and Holocaust launch a surprise attack, staggering the Avengers, and attempt to steal them. As the villains maintain the upper hand, the Wasp thinks Captain America has given up, but Cap tricks Holocaust into firing upon Post and turns the tide of battle, winning cheers from bystanders as they defeat the villains. Onslaught appears on the Jumbotron warning they won’t win the next battle. The Avengers answer the challenge and head off to fight Onslaught...