1
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<i>Previously on Avengers...</i>

2
00:00:02,793 --> 00:00:04,000
<i>Skrulls are here.</i>

3
00:00:04,034 --> 00:00:06,828
<i>And Fury thinks one of you
has been replaced by one.</i>

4
00:00:06,897 --> 00:00:10,069
Maria, if you're human
then the Earth needs you.

5
00:00:10,103 --> 00:00:11,966
<i>You can't trust SHIELD.</i>

6
00:00:12,000 --> 00:00:14,759
<i>Hydra and A.I.M. have been infiltrated,</i>

7
00:00:14,793 --> 00:00:17,000
<i>and worst of all the superheroes.</i>

8
00:00:17,000 --> 00:00:19,828
If you A.I.M. scientists
are as smart as you say,

9
00:00:19,897 --> 00:00:21,034
<i>figure out how to fly that thing.</i>

10
00:00:21,069 --> 00:00:23,000
<i>The humans have escaped.</i>

11
00:00:23,034 --> 00:00:27,069
<i>What Captain America did there
he took mortal enemies and unite them.</i>

12
00:00:27,138 --> 00:00:30,069
<i>This is the key to
subjugating the humans.</i>

13
00:00:30,759 --> 00:00:33,448
<b> </b>

14
00:00:34,897 --> 00:00:37,586
<i> sync and correction by f1nc0 </i>

15
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<i>Sir, the satellite at
coordinates C-21 has been hacked.</i>

16
00:00:43,897 --> 00:00:47,138
G-0-5 is ready, sir.
That's the last one.

17
00:00:47,172 --> 00:00:51,793
The planet's entire satellite
array is AIM's, at your command.

18
00:00:51,828 --> 00:00:54,828
- Excellent.
- Scientist Supreme,

19
00:00:54,897 --> 00:00:57,793
I was running the numbers
on these frequencies.

20
00:00:57,828 --> 00:00:59,034
And?

21
00:00:59,069 --> 00:01:01,793
Once the satellite array
we've modified is activated,

22
00:01:01,828 --> 00:01:04,690
it'll wipe out every
human on the planet.

23
00:01:04,724 --> 00:01:07,724
Everyone.
There's no defense against it.

24
00:01:07,759 --> 00:01:09,759
That is correct.

25
00:01:09,793 --> 00:01:13,931
But won't we get wiped out, too?

26
00:01:13,966 --> 00:01:15,966
Yes.

31
00:01:32,069 --> 00:01:35,897
As it is written.

32
00:01:37,138 --> 00:01:39,690
<i> And there came a day
unlike any other,</i>

33
00:01:39,724 --> 00:01:41,828
<i>when Earth's mightiest
heroes found themselves united</i>

34
00:01:41,897 --> 00:01:43,931
<i>against a common threat.</i>

35
00:01:43,966 --> 00:01:46,000
<i>On that day,
they became the Avengers:</i>

36
00:01:46,034 --> 00:01:49,759
<i>The invincible, armored Iron Man,</i>

37
00:01:49,759 --> 00:01:51,724
<i>Thor, Prince of Thunder,</i>

38
00:01:51,759 --> 00:01:54,690
<i>The Hulk, strongest hero there is,</i>

39
00:01:54,724 --> 00:01:57,000
<i>and Captain America, the first Avenger.</i>

40
00:01:57,000 --> 00:02:00,724
<i>♪ Assemble, we are strong ♪</i>

41
00:02:00,759 --> 00:02:03,655
<i>♪ forever fight as one. ♪</i>

42
00:02:03,690 --> 00:02:05,759
<i>Avengers, assemble!</i>

45
00:03:20,034 --> 00:03:21,931
Quartermain.

46
00:03:21,966 --> 00:03:26,897
Agent Quartermain.
Clay!

48
00:03:31,931 --> 00:03:33,897
What did you do?

49
00:03:33,931 --> 00:03:37,759
The Skrull Empire has taken
possession of your planet.

50
00:03:37,793 --> 00:03:40,931
I will require SHIELD's full surrender.

51
00:03:48,034 --> 00:03:51,759
Nice work, Clay.
Can you get us down to the surface?

52
00:03:51,793 --> 00:03:52,966
We have to warn the world.

53
00:03:53,000 --> 00:03:54,897
We can dock with the SWORD space station

54
00:03:54,897 --> 00:03:57,724
and send warning from there.
They may be compromised,

55
00:03:57,759 --> 00:03:59,897
but it's the closest option we've got.

56
00:03:59,931 --> 00:04:01,138
<i>We have a new contact.</i>

57
00:04:01,138 --> 00:04:04,966
Damocles is beginning analysis.

58
00:04:05,000 --> 00:04:06,966
Hmm?

60
00:04:09,000 --> 00:04:14,724
Damocles Base, teleport all SWORD
personnel off the station, now!

61
00:04:24,897 --> 00:04:27,690
Maria Hill to all Helicarrier personnel.

62
00:04:27,724 --> 00:04:32,828
Omega priority, if there are any humans
left on this crate, evac right now.

63
00:04:32,862 --> 00:04:35,931
How disappointing.
I liked you, Maria.

64
00:04:35,966 --> 00:04:39,759
You could have held a position
of power among the human slaves.

65
00:04:39,828 --> 00:04:43,724
When all this is over, I'm
going to get a T-shirt made.

66
00:04:43,759 --> 00:04:44,828
Know what it's going to say?

67
00:04:44,862 --> 00:04:47,828
Eliminate her.

70
00:04:54,000 --> 00:04:57,931
It'll say, "Nick Fury was right."

71
00:05:05,862 --> 00:05:11,759
It won't be long now, can you feel it?
I know you do.

72
00:05:11,828 --> 00:05:16,724
After all, we couldn't have
done this without you, Anthony.

73
00:05:16,759 --> 00:05:18,724
You were what held
the Avengers together,

74
00:05:18,759 --> 00:05:24,069
and without you they were so
easy to eliminate, one by one.

76
00:05:45,966 --> 00:05:48,759
Stupid controller.

78
00:05:53,103 --> 00:05:55,103
As it is written.

79
00:06:16,828 --> 00:06:20,966
I've had the same car since I was
19-years-old, never had a problem.

80
00:06:21,000 --> 00:06:24,828
Yet this thing falls out of
the sky every other Thursday.

81
00:06:33,828 --> 00:06:37,862
There is a Quinjet approaching, and
our Wakandan contingent isn't reporting.

82
00:06:37,897 --> 00:06:40,897
The remaining Avengers
must have survived.

83
00:06:40,897 --> 00:06:44,897
Divert them to Washington.
I want them to witness this.

84
00:06:44,931 --> 00:06:46,793
<i>I understand, my Queen.</i>

85
00:06:46,828 --> 00:06:48,931
<i>Captain America, out.</i>

86
00:06:48,931 --> 00:06:50,862
We're five minutes out from D.C.

87
00:06:50,897 --> 00:06:52,000
What's happening?

88
00:06:52,069 --> 00:06:57,690
<i>Another Skrull ship just touched down.
I'm on my way now. Cap out.</i>

89
00:06:57,724 --> 00:06:59,966
We need to call Iron Man.
We need to bring in Hank,

90
00:07:00,000 --> 00:07:01,828
and the Fantastic Four, and...

91
00:07:01,862 --> 00:07:02,828
And what?

92
00:07:02,828 --> 00:07:05,655
And if they help us,
then they're the good guys!

94
00:07:33,897 --> 00:07:36,931
- Nice landing.
- Thanks.

95
00:07:36,966 --> 00:07:41,655
- Where is everyone?
- There's nobody here.

96
00:07:41,690 --> 00:07:45,897
Then they're smarter than us.

97
00:08:02,862 --> 00:08:05,172
Well, at least we know
they're Skrulls, right?

98
00:08:18,897 --> 00:08:20,897
Anyone want to surrender?

99
00:08:22,431 --> 00:08:25,897
Didn't think so.
Told you I wasn't a Skrull.

100
00:08:25,931 --> 00:08:28,862
If we survive this, I'll apologize.

101
00:08:28,897 --> 00:08:30,828
Now!

103
00:08:39,069 --> 00:08:42,069
Nicholas, I've enjoyed watching

104
00:08:42,103 --> 00:08:45,897
the master spy fail so
badly at his own game.

105
00:08:45,897 --> 00:08:48,897
You let your enemy know
everything you knew,

106
00:08:48,897 --> 00:08:52,966
every move you made, but now it's over.

107
00:08:53,034 --> 00:08:56,897
You and your Secret Warriors
have played your part.

108
00:08:56,931 --> 00:08:59,793
Glad to help.

109
00:09:01,138 --> 00:09:02,793
Good-bye.

113
00:09:26,793 --> 00:09:28,897
How'd you find me?

114
00:09:28,931 --> 00:09:31,793
I found you two months ago.
I just didn't tell anyone.

115
00:09:31,828 --> 00:09:34,931
The Skrulls have taken
down the Helicarrier, SWORD,

116
00:09:35,000 --> 00:09:37,897
a few dozen military
installations around the globe,

117
00:09:37,931 --> 00:09:40,862
and something really bad
happened to the Baxter Building.

118
00:09:40,897 --> 00:09:42,862
Oh, and the remaining Avengers?

119
00:09:42,897 --> 00:09:44,862
They're about to get taken out in D.C.

120
00:09:44,897 --> 00:09:47,897
- Do we have a plan?
- Iron Man is the plan.

121
00:09:47,931 --> 00:09:50,000
All we have to do is save his life.

122
00:09:57,000 --> 00:10:00,862
- How... how did...
- Focus. What now?

123
00:10:00,897 --> 00:10:04,690
- Take it out.
- Take what out?

124
00:10:04,759 --> 00:10:06,034
My... my heart.

125
00:10:08,069 --> 00:10:11,000
Don't you need that to, you know, live?

137
00:11:02,828 --> 00:11:05,931
<i> Are you getting this?</i>

139
00:11:12,862 --> 00:11:16,931
Easy. Take it easy.
We're all friends here.

140
00:11:18,000 --> 00:11:19,069
No.

141
00:11:19,103 --> 00:11:23,034
You. All this time,
you were the Skrull!

146
00:11:37,862 --> 00:11:39,034
Broadcast this.

148
00:11:49,103 --> 00:11:51,103
<i>This message is for all of humanity.</i>

149
00:11:51,138 --> 00:11:55,034
<i>My name is Captain
America. I'm one of you.</i>

150
00:11:55,034 --> 00:11:59,862
<i>I've spent my life fighting
for freedom, for liberty,</i>

151
00:11:59,862 --> 00:12:03,862
<i>for the human right to live.
But something has happened.</i>

152
00:12:03,897 --> 00:12:06,897
<i>An alien race has traveled
across the universe to come here.</i>

153
00:12:06,966 --> 00:12:10,069
<i>They've made contact with
governments all around the world,</i>

154
00:12:10,103 --> 00:12:13,034
<i>and they're not here to hurt us.</i>

155
00:12:13,069 --> 00:12:17,724
<i>They're here to save us from ourselves.</i>

156
00:12:17,759 --> 00:12:20,034
<i>They see that our planet
is on the brink of disaster,</i>

157
00:12:20,069 --> 00:12:23,034
<i>but they also see the potential in us.</i>

158
00:12:23,103 --> 00:12:26,759
<i>And these people, the Skrulls,</i>

159
00:12:26,793 --> 00:12:28,724
<i>they want to help.</i>

160
00:12:28,759 --> 00:12:31,897
<i>Where we've failed, they'll succeed.</i>

161
00:12:31,966 --> 00:12:36,069
<i>They'll eliminate hunger,
poverty, disease, war,</i>

162
00:12:36,103 --> 00:12:39,724
<i>and the Skrulls will
save the Earth itself.</i>

163
00:12:39,759 --> 00:12:42,862
<i>And all we have to do
is let them.</i>

164
00:12:42,897 --> 00:12:44,966
<i>This is what they offer.</i>

165
00:12:44,966 --> 00:12:46,862
<i>Our ways aren't working.</i>

166
00:12:46,897 --> 00:12:49,828
<i>I ask you now, my friends,</i>

167
00:12:49,862 --> 00:12:52,000
embrace change.

168
00:12:52,000 --> 00:12:54,966
They're good, I'll give 'em that.

169
00:12:55,000 --> 00:12:58,000
I've lost access to all SHIELD
satellite communications.

170
00:12:58,034 --> 00:13:01,034
The Skrulls must have overridden them.
How we doing?

171
00:13:01,034 --> 00:13:04,862
Metal shop wasn't my strong suit.

172
00:13:04,897 --> 00:13:08,034
Almost there.
Just bypass the last wire...

174
00:13:10,069 --> 00:13:13,759
Which wire? Stark?

175
00:13:13,793 --> 00:13:14,897
Stark?

176
00:13:14,897 --> 00:13:20,724
Which one. Which one.

179
00:13:33,862 --> 00:13:35,034
That one. Thanks.

181
00:13:37,828 --> 00:13:40,862
- What now?
- What now?

182
00:13:40,897 --> 00:13:44,828
Now we go take out every
single Skrull on this planet,

183
00:13:44,862 --> 00:13:46,034
right after I call a friend.

185
00:14:06,824 --> 00:14:07,824
You're gonna pay for this.

186
00:14:07,859 --> 00:14:11,100
If you've hurt Mockingbird, or
any of the people you've taken...

187
00:14:11,134 --> 00:14:13,962
What? What will you do?

188
00:14:13,962 --> 00:14:17,962
You saw Captain America's message.
We're here to help.

189
00:14:18,031 --> 00:14:20,169
We'll give humanity the option.

190
00:14:20,203 --> 00:14:23,031
The ones that surrender
to us, they'll live.

191
00:14:23,066 --> 00:14:26,962
Those who resist, they won't.

192
00:14:27,031 --> 00:14:31,100
But your people, they
believe in Captain America.

193
00:14:31,134 --> 00:14:33,962
They trust Captain America.

194
00:14:34,031 --> 00:14:37,962
And Captain America will
deliver this world to me.

195
00:14:38,031 --> 00:14:39,928
<i>I don't think so, Skrull!</i>

196
00:14:43,928 --> 00:14:46,962
This is our world and you can't have it.

197
00:14:47,031 --> 00:14:50,100
And who do you think
the humans will believe?

198
00:14:50,134 --> 00:14:53,134
The damage is already done, I think,

199
00:14:53,169 --> 00:14:56,824
because you humans believe what you see.

202
00:15:05,824 --> 00:15:07,134
Let the people see you now.

203
00:15:09,548 --> 00:15:13,341
It does not matter because none
of you will leave here alive.

204
00:15:13,376 --> 00:15:15,410
You are outnumbered and out-matched.

205
00:15:15,445 --> 00:15:19,169
None of you will
survive my Super Skrulls.

206
00:15:24,134 --> 00:15:27,928
Is that so, creature?
We shall see.

207
00:15:27,962 --> 00:15:32,203
Avengers, assemble!

208
00:15:44,445 --> 00:15:46,617
Commander, all systems are failing!

209
00:15:46,686 --> 00:15:48,548
The power core has been overloaded!

211
00:16:01,410 --> 00:16:04,410
For Midgard!

213
00:16:09,307 --> 00:16:10,445
Ho, Iron Man!

214
00:16:10,514 --> 00:16:13,410
It would seem my return
to Midgard was timely.

215
00:16:13,445 --> 00:16:15,548
What, you mean this?
This is nothing.

216
00:16:15,583 --> 00:16:18,548
But, since you're already here, you
might as well stick around and help out.

217
00:16:20,341 --> 00:16:23,272
Good to have you back, Thor.

221
00:16:30,341 --> 00:16:33,514
- Are we even now?
- No.

228
00:16:58,341 --> 00:17:00,583
You!
 You lied to the Avengers,

229
00:17:00,583 --> 00:17:03,583
to the whole world, all using my face!

232
00:17:06,410 --> 00:17:09,514
I didn't do anything. You did.

235
00:17:21,445 --> 00:17:24,548
Agent X'iv, Washington
has been compromised.

236
00:17:24,583 --> 00:17:26,548
Your Queen is at risk.

237
00:17:26,583 --> 00:17:28,583
<i>Activate the failsafe.</i>

238
00:17:28,583 --> 00:17:31,583
<i>That should teach
these primates a lesson.</i>

239
00:17:31,583 --> 00:17:34,376
Understood, My Queen.

244
00:17:59,376 --> 00:18:01,548
- No. No!
- Jarvis, scan for...

247
00:18:09,272 --> 00:18:10,376
Iron Man!

248
00:18:10,410 --> 00:18:12,307
The satellites...

249
00:18:12,341 --> 00:18:14,514
they've got control
of the satellite, Thor.

250
00:18:14,548 --> 00:18:17,548
They're using our satellites
to attack every human on the planet!

251
00:18:17,583 --> 00:18:19,307
Take them down, now!

259
00:19:15,238 --> 00:19:17,548
You can't possibly
think you can beat me.

260
00:19:17,583 --> 00:19:21,272
We're the same.

261
00:19:21,307 --> 00:19:23,514
I have your strength, your skill.

263
00:19:25,410 --> 00:19:27,548
I know every thought you have.

265
00:19:30,514 --> 00:19:34,272
There's more to human beings
than our bodies and minds.

266
00:19:34,307 --> 00:19:37,548
Something you'll never understand,

267
00:19:38,999 --> 00:19:41,203
our spirit!

268
00:19:41,338 --> 00:19:45,376
We never surrender.

269
00:19:45,710 --> 00:19:47,479
We never give up.

271
00:19:48,548 --> 00:19:51,445
Ever!

281
00:20:25,479 --> 00:20:27,514
No, no.

282
00:20:27,548 --> 00:20:30,548
It's over.
Surrender.

283
00:20:30,583 --> 00:20:33,548
I don't understand, it was written.

284
00:20:33,583 --> 00:20:37,307
The prophecies foretold it,
they said Earth would be ours.

285
00:20:37,307 --> 00:20:39,376
How can this be?

287
00:20:42,514 --> 00:20:43,848
Write that.

288
00:20:48,341 --> 00:20:51,583
<i>SHIELD bases were hit
hard worldwide by sleeper agents.</i>

289
00:20:51,583 --> 00:20:54,548
<i>We've got reinforcements coming
in to secure the world's capitols.</i>

290
00:20:54,583 --> 00:20:57,341
<i> The Baxter Building
was sucked into another dimension,</i>

291
00:20:57,376 --> 00:21:01,479
<i>but Invisible Woman was able to get in
and help the Fantastic Four reverse it.</i>

292
00:21:01,548 --> 00:21:04,445
<i>Brand was able to
evacuate all the SWORD personnel</i>

293
00:21:04,479 --> 00:21:06,514
<i>before the Skrulls
took down Damocles base.</i>

294
00:21:06,548 --> 00:21:08,479
<i>They're prepping a temporary base now</i>

295
00:21:08,514 --> 00:21:11,203
<i>to start the search for
any Skrulls left on Earth.</i>

296
00:21:11,238 --> 00:21:13,341
<i> I passed on my
detection tech their man Sydren.</i>

297
00:21:14,376 --> 00:21:16,514
<i>They're mass producing it now.</i>

298
00:21:16,548 --> 00:21:19,238
<i>They won't be able to hide.</i>

299
00:21:19,272 --> 00:21:22,376
<i>What of these Super-Skrulls?
Their power is great.</i>

300
00:21:23,045 --> 00:21:27,341
<i>Agreed. We're holding
them in a special section of 42</i>

301
00:21:27,376 --> 00:21:30,445
<i>until we can figure out
what to do with them.</i>

302
00:21:31,079 --> 00:21:33,307
<i>So bottom line?</i>

303
00:21:33,341 --> 00:21:37,272
We just saved the world from
an alien invasion. We won.

304
00:21:40,479 --> 00:21:42,376
Cap?

305
00:21:42,445 --> 00:21:47,272
Yeah, we won.
But not without paying a price.

306
00:21:47,307 --> 00:21:50,445
The Skrulls turned
you against each other.

307
00:21:50,479 --> 00:21:53,307
Broken bones, destroyed buildings...

308
00:21:53,341 --> 00:21:56,203
these things are easily repaired.

309
00:21:56,238 --> 00:21:59,307
But broken friendships, broken trust...

310
00:21:59,341 --> 00:22:03,307
Wounds such as these
take much longer to heal.

311
00:22:06,937 --> 00:22:09,982
<i> </i>