July 1, 2012
Captain America, who had been held prisoner by the Skrulls since he was replaced at the end of the first season, escapes, along with a HYDRA agent Madame Hydra, an A.I.M. scientist named Lyle Getz, two S.H.I.E.L.D. agents named Clay Quartermain and Mockingbird, the Invisible Woman from the Fantastic Four, a member of the Serpent Society King Cobra, and the director of S.W.O.R.D. Henry Gyrich, defeating the Skrulls and dealing with trust issues along the way.
When a member of the Advanced Ideal Mechanics (A.I.M.) is captured by the Skrulls, the Skrulls start to heavily interrogate Captain America. A flash back occurs to two months earlier, when Captain America was kidnapped. After being replaced, the Captain is taken to a Skrull ship. There he took punishment by the Skrulls, but stayed strong. When the Skrulls try another tactic to get him to submit to them, they use fake Avengers to trick him. However, the Skrulls fail to trick Captain America. Quickly the Captain takes out the the imposters, and kidnaps the interrogator. In an isolated area, Captain America asks the interrogator where they are. The two walk down a hallway, and find a room with many windows in it. There the Captain is surprised to see Saturn. Later the Captain and the interrogator eventually start crawling through the air vents, and surprisingly come into Madame Hydra's cell. Without warning Madame Hydra takes a sharp rock, and places it by the interrogator's neck (thinking that Captain America is a Skrull). The Captain states that he isn't, and puts down a weapon he was holding. Without warning Madame Hydra attacks him, but is defeated easily. After some talking, the Captain convinces Madame Hydra that he's not a Skrull.
Captain America asks the interrogator why the Skrulls are invading Earth, and the interrogator tells everything. The Skrulls believe in a prophecy that told of the end of their world, and it came true when Galactus came to their home world: Skrullus. After the destruction of their home world, the Skrulls scattered across the galaxy. After hearing rumors of a new world where they could live, the Skrulls start replacing humans on Earth. The interrogator then says that the invasion has already ended, and that the humans had lost. Suddenly the cell is attacked by Skrulls, but the two humans easily defeat them. Captain America then shoots a circuit board, causing all the cells containing humans to open up. Walking out of the cells are villains and heroes alike. The A.I.M scientist notes that the aliens are shape shifters, and that anyone could be one of them. A S.H.I.E.L.D. agent tries to take command, until Captain America and Madame Hydra arrive. Madame Hydra commands everyone to obey Captain America, and they all agree to. Interested in the fact that there are more cells than humans, Captain America walks into a cell. There he finds the Invisible Woman, asleep in a globe. Even though Madame Hydra said to leave her, Captain America frees her anyway. Meanwhile on the bridge, the commander is panicking. He tells a Skrull, named Super-Skrull, to keep the humans on the ship at all costs. When the humans try to escape, they meet the Super Skrull at the docks. When Madame Hydra shoots at him, he simply deflects the lazer with a force field. Smiling, Super Skrull's arms catch on fire, and his arms turn into Thing's arms.
Stretching out, he attacks the humans. The humans try fighting Super Skrull, but one by one they are beaten by him. Meanwhile the A.I.M member, the S.H.I.E.L.D agent, and the director of S.W.O.R.D. race onto one of the ships to launch it. When the A.I.M member tries shooting Captain America and Madame Hydra, he's knocked out by the S.H.I.E.L.D agent, who takes control of the ship. When the Super Skrull is about to smash Madame Hydra, Captain America throws a shield shaped door at the Super Skrull. When the Captain gets onto the ship, he notices Madame Hydra is lagging behind. When Madame Hydra jumps for Captain America, she is quickly grabbed by the Super Skrull. Without hesitation the Captain jumps off the ship, and attacks Super Skrull. He frees Madame Hydra, and commands her to get back on the ship. When just about to be burnt by the Super Skrull, a force field suddenly protects Captain America. The Invisible Woman woke up, and quickly saved him with Madame Hydra's help.
The Captain gets back on the ship, and escapes with the rest of the humans. Due to destruction to their ship, the Skrulls cannot chase them down. The commander contacts Skrull Queen Veranke, and reports how much he has failed. The Queen disagrees with him, saying that he's discovered how to make the humans submit. Then Captain America (Skrull) appears, and tells the commander to send invaders to Wakanda, New York City, and Washington D.C.
- Black Panther (Skrull) (First appearance)
- Captain America
- Captain America (Skrull)
- Clay Quartermain
- Hawkeye (Skrull) (First appearance)
- Henry Gyrich
- Hulk (Skrull) (First appearance)
- Invisible Woman (First appearance)
- Iron Man (Skrull) (First appearance)
- King Cobra
- Madame Hydra (First appearance)
- Madame Hydra (Skrull) (Mentioned only)
- Scientist Supreme
- Scientist Supreme (Skrull) (First appearance)
- Super-Skrull (First appearance)
- Thor (Skrull) (First appearance)
- When Captain America picked up Mjolnir after defeating Thor (Skrull), his hammer is revealed to be a fake.
- After Black Panther (Skrull) and Hawkeye (Skrull) were defeated, they didn't revert back to their true forms.
- When Captain America looked out to see that they were in space, the Skull interrogator had a similar look as well, despite that he is an alien.
- Jasper Sitwell was supposed to be in the episode as one of the human prisoners, but it was most likely he was killed offscreen by the Skrulls.
- When Henry Gyrich was running with Clay Quartermain and Lyle Getz the Invisible Woman wasn't on his arms while they were running to the ship.
- On the title card; the real Captain America was the only Avenger to appear in this episode, since Hawkeye and Wasp weren't in the episode.
- "How stupid do you think I am?" - Captain America
- "GO! Hit the thrusters or something!" - Director of S.W.O.R.D.