Previously on Avengers.
This was number 42.
It's a super villain prison in the Negative Zone.
You call yourself Leader?
I...am the most advanced mind the world has ever seen.
I think on a level, normal human beings cannot begin to comprehend.
I know of thee you are Captain America's foe.
Zemo.
You may call me Master.
Well Whirlwind, it is your big day!
You're off to prison again You must be so excited.
And not just any prison.
You've got your own private cell waiting for you in 42.
Jan, you sure it's necessary to tease the prisoner like that?
Yeah, pretty much especially when it's Dave.
We go way back.
We won't be long.
- Welcome to 42 Avengers - Warden.
Let me give you the heads up, in case you are thinking about escaping again.
This prison sits in a billion light years of empty lifeless ...
...nothingness called the Negative Zone.
So even if you got out you'd have nowhere to go.
Somebody forget to pay the electric bill?
Make it stop! please!
Open 389.
You absolute fools ***
around there, waiting!
they are coming.
And there came a day unlike any other...
when Earth mightiest heroes
found themselves united against a common threat
On that day, they became The Avengers.
The invincible armored Iron Man.
Thor, Prince of Thunder.
The Hulk, strongest hero there is.
And Captain America the first Avenger.
Assembled we are strong
Forever fight as one
Avengers, assemble!
They are coming for us all!
Oh, not again.
- Agent Quartermain? - Let's talk in the control room .
i don't wanna scare the prisoners.
When you put it that way, You're starting to scare me.
The prisoners, especially The Leader, have been ranting about hearing noises.
Something outside, trying to get in.
The prison doesn't have any external scanners.
We never needed them.
There wasn't anything out there.
- Until... - we used the scanning equipment of...
...the Mandroid armor and we saw something.
- What exactly? - We don't know.
Few bleeps then they were gone.
and the power fluctuations?
That's been happening recently.
But we have triple backups in place.
You were saying?
Emergency power on line cell doors holding.
Prisoners contained.
But i am detecting a severe power disruption in junction 95.
- I'd rather have a look. - Major Danvers and i will come with you.
Not that i enjoy stating the obvious but this ain't good.
That's the primary power conduit
It looks ***
Could one of the prisoners have done this ?
Or could someting else *** the gateway?
I don't think so.
The prisoners are all accounted for in their cells power dampers prevent any of them...
... from using their abilities.
And i don't know anything on earth that could eat the metal like that.
Besides whatever caused this was digging its way in...
...not out.
If something came in this way we would see it.
- The only way out... - ...is the way we came in.
What is it?
I don't know something's in here.
What was that ?
Help...control room...
What happened, soldier ?
A bug.
Some horrible alien bug.
- We are familiar with this. - that's an understatement
- Where's the warden? - It took him.
Dragged him away.
I get the surveillance on line the controls of the gateway are shut.
We have no communication with the Baxter Building...
... we can't open the gate from this side.
How do we get back?
We have to wait for the gateway to open from the other side
- When will that happen ? - When the next shift...
...*** for duty.
There, the ***
- What's it doing? - Searching for a way out.
So much for the Negative Zone being devoid of all life.
- Why does it want the warden ? - You always try to capture...
...enemy officers for intel.
It's just about it.
Aye, a very intelligent bug it would seem.
Thor, draw it away We'll grab the warden.
Sir, there's more outside. my sensors show...
The warden!
Thor, go with her.
do not let it get...
Odin's beard!
Oh boy !
Cap, you're not gonna like this.
- What's the situation? - there are hundreds of them.
Everyone out! Into the hall!
I'm sealing the *** doors.
Stubborn aren't they?
Agent Quartermain, i have Thor and Ms.Marvel on my scanners.
there's something coming right at them a whole lot of somethings.
- Carol, Thor, get out of there ! - We are trying to slow them down ...
Thor, look out !
they're too many...
I'm going out there open that door.
No, it's too dangerous.
Looks like they are going to open it for you.
Everyone, get ready.
Thor, Carol, you big blunt ***
Let's not celebrate too soon.
I have a feeling this isn't over yet.
Agent Quartermain, we've upgraded the systems using the Mandroid sensors to scan the exterior.
good work, put it on screen.
they are so many why aren't they attacking ?
It's like, they're waiting for something.
they overrun us, they'll be here when the next shift ...
...comes to the gateway in less than an hour.
The monsters will flock into Midgard unopposed.
We'll destroy the gateway before we let that happen.
As a last resort until then, we hold the line.
five of us and a handful of SHIELD agents
...can't hold these things off.
you never last alone.
What are you thinking, Carol?
Hi, everybody. Listen up.
Most of you here aren't stupid.
That will win them over.
You all know, something's wrong.
We knew before you did.
Yes, thank you. that's why we are looking to you now.
Outside these walls there is an army of bugs.
Very hungry, nasty bugs.
We need your help we can't fight them alone.
You will have my aid in the fight, Carol.
Thank you, Mar-Vell.
Sure, sure *** wants to help the Avengers.
but i seem to remember the Avengers putting us in this prison
It's true, we fought on opposite sides in the past.
Each one of you is in his prison for a reason.
But these insects, whatever they are...
...they are marshalling to attack in force.
And when they do, they will destroy everyone and everything here.
Before swarming to Earth.
Fight them with us...
...and i will personally testify on your behalf
...at your parole hearings. Or do nothing...
...and wait for them in your cells.
It's your choice.
I will fight these bugs.
Keep dreaming, Zemo.
I'd rather face a million bugs in front of me...
...than risk one of your daggers in my back.
Oh, do not tease me with such a beautiful imagery, Captain.
- Cap? - Too dangerous. trust me.
Executioner, hear me.
Your Enchantress has fallen into the hands of the fire demon, Surtur.
I can ensure that you get a chance to see her free.
But you must fight honorably in this battle.
- *** bugs did this? - aye.
Maybe i... i want back in my cell.
Will they do this ? i want to cut you to pieces, Wasp
Lucky for me, we probably won't live through this.
We'll use this *** as a checkpoint.
limit their numbers. we begin to get overrun...
...we fall back in groups covering our retreat
The main fallback position is the hallway leading to the cell block
Radioactive Man, Wasp, and Absorbing Man will cover us.
if they get past up there fall back to the control room.
This is our Alamo. We make our final stand right here.
As a last resort ...
...hit the self destruct sequence and blow the gateway.
Any questions ?
Careful with the lightning. in this space they'll cook us all
Coming, it's coming!
Everyone, get ready.
How many this time ?
All of them.
I can't take it!
It's in my head. Make it stop !
*** see Leader's OK
Stand your ground.
Here they come.
Hold.
Now!
Keep fighting We are holding them back.
*** stop it!
They only stopped because it told them.
What is "it"?
It... ***!
Get out!
Fall back!
OK boys. ***.
roast them!
Annihil...
Annihilate.
Annihilation ! its name.
its name is Annihilus.
10 minutes until the gateway opens from the other side.
the defence isn't gonna hold that long
Annihilus. it's controlling them.
*** they go where***crazy stick
Captain, we must take out their leadership.
Agreed. SHIELD agents, fall back to the Alamo.
Hold the gate Rest of you with me..
- ***. - Abomination...
- ...take me to the gateway. - Good idea.
Escape while we still can
Not even Mjolnir can touch him.
Nothing getting through.
It's too late. Lock the door.
You do it, Quartermain. I'm going out, *** fighting.
The computer!
Touch that computer and the last thing *** oversized mind of yours
...is my ****.
We are not trying to escape!
We're not?
I am going to disrupt Annihilus energy.
- The energy that's protecting him. - How?
I can attempt to cram 43 years of quantum physics into that primitive brain of yours...
...or you can let me do this!
You've got 2 minutes.
Then i'm blowing the gateway and you with it.
Cap, get ready. The Leader's gonna disrupt Annihilus energy shield.
It's wide open Hit him hard, Avengers.
I can think again. Noise is gone.
Pain is gone.
It was Annihilus might.
unlike anything i have ever encountered.
like it was a manifestation of the Negative Zone itself.
It could feel all our universe encroaching on its anti matter universe.
and all it knew is that it had to destroy us to destroy the positive matter.
to annihilate life itself.
Gentlemen, Welcome to 42.
Subtitles by Nakor38