Out a few miles away from where the Cube was, Hulk brought the scientist into a diner. The residents were a little confused and afraid when they saw the big guy, but calmed when they saw he was helping someone.

"Get him some help," Hulk asks of the lady behind the counter.

Then the Hulk looked over to the tv where he saw everyone was in a frenzy about all the inmates everywhere escaping.

"Spider-Man seems to be trying to save as many people as he can, but it seems these criminals are putting too much strain on him." The news reported as Spider-Man was smashed into the wall of a building by Doc Octopus's arms and even shoved through the building.

"You could help him," Banner said, getting Hulk confused when he looked and noticed him in a booth. "You could be a hero."

"Why would I want to do that?" Hulk asks, confusing everyone when they noticed he wasn't talking to anyone. "They certainly didn't come to help us."

"This is the chance to show that you're more than a monster." Banner tried to help him understand. "You can help save lives."

Hulk considered that offer and looked back at the footage, all of the inmate's currently on the loose. "Fine. But if I do this...I need something from you."

"What's that?" Banner wonders.

"I stay Hulk." Hulk proclaimed as his offer. "Banner goes."

Banner was a little worried about that offer, not sure how he should approach that statement.

Back in the city, Peter was able to pry himself free from Doctor Octopus and managed to rip one of his tentacles off him.

"Doc, you were the one who ordered the calamari, right?!" Peter asked as he used the dislodged tentacle and smacked the man in the face. Doc was taken down and Peter took the chance to rip the chip that controlled his arms off. "There, doc. Take some Z's, and I'll go round up our friends."

Then his senses went off just when a vine came in and wrapped itself around his waist. Peter groaned from the pain and tried to pry himself free from the vine as it was moving. The vine moved upward where it then revealed the culprit who captured him.

"Poison Ivy." Peter groaned in annoyance.

Believe it or not, Ivy used to be one of the scientists from the DEO. But when she started to get too close to the secrets of mind control pheromones it to the point she brainwashed a dozen DEO agents. Director Henshaw had to put an end to it before she started to either sell it or use it on someone as powerful as himself.

Though she was fired and had all her science taken from her, it ended with her experimenting on herself and turning her into a powerful woman who could manipulate plant life to her will. Her costume is rooted in plants resembling a corset and divides at the chest. Her plants also cover most of her legs up to her thighs. And her long flowing red hair was covered in small leaves and flowers around it.

"Spider-Man," Ivy said with a smile as she approached him, creating a giant leaf for her to walk on. "I've been waiting for our reunion."

"Really?" Peter asks as he struggled to free himself from her grasp. "Because I thought the whole 'I wanna destroy the world for my babies to flourish' thing made it obvious you weren't interested in me anymore."

"Oh, but I do still want you, Spider-Man," Ivy said as she took some of her hypnotic lipstick on. "After all...insects are always required for plants to flourish."

"Uh...why do I always attract the crazy ones?" Peter asks as he continued to try and escape his position. "Help!"

Ivy then reached upward and grabbed his mask before pulling it down over his mouth. "Shh. It'll all be over soon."

Peter sensed something coming, not even the kiss thing, but then he watched something flying through the air. Right towards Ivy's head. She was smacked across the head and Peter was then sent falling downward and tried to catch himself. When he managed to, Ivy came back around and was mad before she was struck by lightning. Falling unconscious, Peter stood confused when he watched Thor fly and land aside him.

"Man of Spiders, I assume." Thor took the assumption as he looked Peter over. "Funny, I imagined you taller."

Peter was a little lost as he wasn't sure what to think or say. "Okay...thanks? I'm not entirely sure how to respond to that." He then looked down at Otto and Ivy. "Hank, I need a cleanup on aisle three."

"We're a little busy at the moment, Parker!" Henshaw called out as Peter overheard gunshots and screams. "The DEO is under attack!"

"What?" Peter was shocked when he heard that. "I'm on my way."

Then his senses went off again, and he was wondering what it was warning him about as he looked sound. He started to circle the area and wondered what is coming.

Then it came.

Peter watched as there was water nearby starting to ripple. He was wondering what was making the ground shake just slightly and watched as people were running in fear. He looked to Thor, who seemed just as concerned about what was happening. The two then watched as a giant robot, almost just as tall as a five-story building came stomping through the streets.

"What...the...hell?" Peter asks in confusion.

"Spider-Man!" MODOK cried out in anger from within the robot when he spotted the hero.

Peter was now less shocked and now more confused. "MODOK?"

"You know this metal giant?" Thor asks Peter.

"Uh...his name is MODOK." Peter tried to explain to him. "Mechanical Organism Designed Only For Killing." Then he watched as the giant robot punched the nearby buildings, which were already abandoned as everyone ran off. "Scientific super genius with a pendant for evil. He's a technopath. Capable of manipulating technology to his will."

"And you fought this tyrant?" Thor asks, gesturing to the robot.

"Well, I fought the giant head." Peter gestured to the head inside the robot's eye. "The...giant robot is new."

"Well, then, let's bring this monstrosity to the ground!" Thor cried as he started to spin his hammer around. Then Peter shielded his lenses when he watched Thor fly at top speed toward the robot. "Have at thee!"

Thor then punched the robot with full force, which did manage to get it off balance and even anger MODOK. "Ooh, the God?" He then started to get his robot back up. "Interesting. But you're not who I'm looking for!"

Then, like he was a fly o that wouldn't go away, MODOK backhanded the God of Thunder and sent him flying and crashing into the rover. When MODOK looked back over to where Peter was standing, he was already long gone. Then when he was wondering where he could have gone, he watched on his thousands of monitors that Spider-Man was crawling upward on his hip towards the head.

"Nice action figure you've got here, Egghead." Peter mocked as he knocked on a camera. "I gotta say, I didn't think you could be so creative."

"Get off my head!" MODOK cried as he charged an energy field around the robot's armor.

Peter sensed it coming, but it was too slow as it was coming seconds later. He was hit with thousands of volts of electricity, half of which the suit was capable of absorbing quickly. He was sent plummeting, his entire body feeling like it was shocked into oblivion. As he fell, he watched as his descent was beginning to slow down. Wondering how he looked up and noticed that it was Janet who came to his aid and was even slowing his descent with all her might.

"Janet." Peter sighed in relief when he saw his friend save him. "Boy, am I glad to see you?"

"No time for small talk." Janet was sorry to say this when she saw MODOK arming rockets. "We gotta move!"

Then the dozens of missiles were shot off and started to make their way towards the two heroes. Janet flew as fast as she could, Peter was trying o help but his shooters and entire suit were currently resetting due to the electric shock. Then a missile got close enough to at least send a shockwave that sent them tumbling down the street. Luckily they were rescued from the dozens of other missiles when a giant foot came and literally stomped on the missiles.

The couple then looked up where they saw that it was Hank, who had enlarged his suit with one of his settings to enlarge his entire body. Thanks to his enhanced density, there was no harm coming to the scientist. He started to shield the two as dozens more came and waited for the air to clear before he stood up.

"Hank, you went big?" Janet was shocked to see he got all the kinks sorted out on that one.

"Tiny dude is big now," Peter said in shock.

Hank ignored them as he got up and started to slowly approach the robot in a calm manner. "Dr. Tarleton, I know we can find a beneficial solution to our problem."

"I know how," MODOK said as he then used the robot to punch Hank, causing him to stumble backward. "Let me kill Spider-Man!"

Hank got back up and started to fight back. "I can't let you do that."

"Aw, Hank, I never knew you cared so much." Peter joked as he swung and landed on his shoulder. "Now, go Mongo!"

"Mongo?" Hank didn't seem to understand the reference.

Peter sighed and rubbed his head. "Forget it. Just...just smash the robot."

Hank then went right at it and went to punch the robot once again. But then giant spikes came out of the shoulder, which then injured Hank and caused him to fumble backward. He held his hand in pain when a blast was sent from the robots for his head. The laser sent Hank falling and Peter leaped off to protect himself. As Hank fell onto the ground, MODOK marched the robot over and was ready to step on the unconscious form, but he was then hit in the head by a hammer. It managed to damage the skull of the robot and damaged the laser, rendering it useless.

Thor came flying back as he summoned the hammer back to his hand and he channeled more energy. "Face me now, villain!"

"You don't understand, do you, you pretentious mortals?!" MODOK questioned in anger and raised his fists. "Do you truly think you can stop me? I am the perfect combination of human and machine! I am science! I am genius! I! Am! MODOK!"

That was when a figure started to come into their view, confusing everyone with what it could be. Then when the figure came close enough, it cratered its way straight through the head of MODOK's robot and made its way inside. And then it was revealed that the creature was indeed the Hulk, who had come to finish the job.

"MODOK. Meet Hulk." Hulk introduces himself and punched the gigantic head clean out of the body.

On his way out, MODOK shattered into one of his eyes and was sent flying from the robot. He screamed as he started to plummet from the impact the Hulk gave him. The robot then started to plummet and the other two quickly got to work shrinking Hank before he was crushed by the giant robot. Thor was helpful with that as he stopped the giant robot from crashing into some buildings and laid it down on the beachfront.

Hulk managed to escape and landed right near MODOK before then punching his head to try and stop him from using the laser. But MODOK started to get back up and used his under rocket to punch Hulk and send him flying. But before he could hit the Hulk too far away, Peter webbed his back with his suit rebooted.

"You're...helping me?" Hulk was a little surprised.

"Hey, you helped us." Peter chuckled and got back to work. "Now, let's finish the job!"

Hulk smiled as he then punched MODOK's head, sending him spiraling around. Peter held onto the ground and the webbing and ended up sending MODOK far away before pulling him back. When he crashed into the ground, MODOK used that crystal in his head to start sending electrical currents from the surrounding equipment. But to their surprise, the electricity started to go upward, and Thor was spinning his hammer around to keep them secure. Janet then came flying down and shot him in the crystal, damaging his ability to shoot lasers. MODOK was then hit with a feedback loop that sent him crashing and falling unconscious.

"So...is it over?" Janet asks as she landed and grew to normal size.

"It would seem like it," Peter said with relief.

Thor laughed as he walked over and placed his hands around Janet and Peter. "Come, let us celebrate."

Hank groaned when he woke up and looked around. "What did I miss?"

"Not much," Janet assured him.

That was when a dozen armed tanks and even more armed DEO agents came aiming their weapons at the heroes. "Freeze! Step away from the Hulk! He's a fugitive from the Cube!"

Hulk was getting ready to go into a fight when Peter stepped in front of him, as did everyone else. "Want the Hulk? You go through us. He's a hero. He just saved our lives."

That didn't seem to convince them, but luckily that's when Henshaw made his way over. "Stand down! Now!" He demanded his men, and they all lowered their weapons. "We've got bigger problems than the Hulk." He started to make his way over toward the heroes. "I've just received word that all of our prisons have been compromised. The desert base, The Cube, Big House, every one of our prisons were compromised."

"How'd this happen, Hank?" Peter asks his boss.

"I don't know." Henshaw was ashamed to admit. "But we can work it out, together." He then held his hand out to the group. "You can come and work for us. As official agents of the DEO, then you can help make a real difference."

"No." Hank quickly denied that and walked up to Henshaw. "The DEO created Poison Ivy, MODOK, hell, Octavius was one of your best scientists for years. You kept most of it under wraps, but we were there, and this is what happened."

Peter however had a different way to approach this. "Actually, I think Director Henshaw is up to something."

"What?" Janet was a little surprised. "You of all people wanna be bossed around on a daily basis?"

"No, not on the DEO part," Peter explains. "He's right about how we managed to make a difference, by working together. None of us can do this alone, and there is a lot of them still out there. What we did here, shows we can make a difference together. We can do what needs to be done and avenge those who can't protect themselves."

"So, we would be...Avengers?" Hank Pym questions, not entirely on board.

"I kinda like it," Janet commented.

"Hm. Could do better." Hulk didn't seem impressed with the name.

"We will help anyone who needs help," Peter promises with a nod.

Seemed everyone was on board with the idea or was at least interested to see where it could lead.

The Watcher nodded as he watched the whole scenario from afar. "And that's where everything would begin. A team of superheroes built off of the foundation of this group. Only time will tell to see how far this will be able to go."

Meanwhile, everyone else was trying to get used to the idea of working with others, as well as helping the city rebuild. But Peter still needed to get back to work as he raced into CatCo with the biggest news they'll ever see in a while. He managed to get some great photos with cameras and his mask lenses to help out.

"Thousands of criminals have escaped." Grant was already with the news. "Some of them have vowed revenge, others are more likely to get back to robbing the nearest thing with a lock. Whatever the case, it is news, so we shall report on it. I want interviews with the surviving guards, to see what caused this incident. I want to know who and what escaped. Go, now." Then everyone scattered as Peter just stood there. "Parker, pictures?"

Peter then walked over and handed her the photos. "You don't know the length I went to get those."

Grant then looked over the photos and saw all of the pictures. "Perfect." Peter nodded and was going to leave and expect the check later, but then he was stopped. "Hold on. I want you to meet someone." She then let out a small whistle. "Vale!" Then a woman around Peter's age came inside and seemed to be a little nervous. "Parker, I want you to meet Vicki Vale, she's going to be our new reporter."

"Pleasure to meet you," Vicki said as she shook Peter's hand.

"Likewise." Peter nodded.

"I would like you to stick around Vale here, give her the lead way of how we run things, and I want you to be her personal photographer. Meaning you go where she goes," Cat tells Peter.

"I promise, I don't plan to change how you do things, I just plan to put a story to the photos," Vicki explains to Peter how she plans to do it. "I don't want to change your progress."

Peter chuckled and gestured outside the office. "I'll show you around."

Peter showed Vicki around the building and wasn't aware that the entire world they knew of what was possible was about to change.

Elena Satine as Vicki Vale