The episode opens with New York having an average day until a group of giant robots attack and they are to harm a young girl and her dog till no other than Hyperion comes to the rescue and destroys the robots along with the rest of the Squadron Supreme, Nighthawk, Power Princess, Doctor Spectrum, and Speed Demon, they're actually the heroes of this situation. After defeating the robots, the crowd cheer for the Squadron Supreme who are now Earth's Mightiest Heroes. Hyperion spots a strange device on one of them and fires his atomic vision at it, but it encases the entire team inside some sort of force field then laughing evilly it is revealed that the villain that created the robots was Iron Man!
Doctor Spectrum fires a laser at the force field, freeing the Squadron Supreme and Iron Man quickly defeated by them. Doctor Spectrum tries to shoot Tony but Tony shoots a Uni Beam at Doctor Spectrum's hand causing a wavelength to surround the area. Through the wavelength, Iron Man is seen in his normal color scheme and the rest of the Avengers are seen through the wavelength, Captain America, Hawkeye, Black Widow, Hulk, Thor and Falcon. Confused, Tony then retreats, while the Squadron Supreme worry because Tony saw through the illusion.
In Iron Man's headquarters, Tony's trying to figure out what he saw meant, was it the future, another reality? Tony has J.A.R.V.I.S. put up the public enemies files, where it turns out the other Avengers are now criminals, Falcon is a hacker, Black Widow is a cat burglar, Thor is the Lord of Crime, Hulk is a gangster, Hawkeye is a thief while Captain America whereabouts are currently unknown. Tony decides to bring the other criminals together.
Meanwhile, at the Squadron Supreme's headquarter (which use to be Avengers Tower) Nighthawk is angry at Doctor Spectrum for loosing control over the Reality Stone and for failing to create a reality where the Avengers cease to exist. He then orders to have the Avengers killed, his way.
Hawkeye is seen climbing and jumping off of rooftops and is encountered by Speed Demon and Power Princess. Hawkeye was expecting the old routine where the goods guys catch the bad guys and take him in, but instead gets a beat down by Speed Demon and Power Princess throws him off of the rooftop but he is saved by Falcon and brought on to Stark's ship.
Hulk is seen breaking into a security base with intent on stealing some kind of device that he got a message about that could destroy Hyperion till Thor comes in wanting the device as well. They then battle it out with each other till Black Widow comes in and tries to steal the device herself. The Device then falls apart and Hyperion shows up revealing this to be a trap. Hyperion charges his eyes with atomic energy, ready to kill the three of them. He blast Hulk and Thor into a wall. Black Widow pretty much got the message that he's not taking them an while Hyperion was busy monologuing about the Squadron Supreme, Iron Man hits him with his ship then makes the ship which catapults him into a mountain. He heads back to the base and picks up Hulk, Thor and Black Widow.
Back at Squadron HQ, Nighthawk comes into a room where Doctor Spectrum is using a machine to manipulate the reality stone which when it finishes, will give him complete control over reality and what they desire, The Avengers destroyed and control over the Earth. Hyperion then comes in, battered and his costume torn because of Stark.
Meanwhile on Tony's ship, Tony explains to the others that the Squadron Supreme have altered reality. The others don't believe him then Tony announces that they have to try to take the stone away from the Squadron Supreme but the other's aren't interested and don't want to join in (with the exception of Thor because Hulk wasn't joining) then Iron Man reveals that Captain America was real and was on the ship right now by almost killing Falcon with a beam who Captain America saves by throwing his shield in the way. Everyone is in awe, Iron Man asks why Captain America saved who answers that he had a strange feeling that they worked together before, he explains that deep down he felt forced to be something, leading him not to know who to trust which is why he disappeared. It's now clear that the Squadron Supreme altered reality then laser fire strikes the ship which was coming from Nighthawk's jet. He then ejects out of the jet, lands on the ship and places a bomb on it while he flies away. Iron Man then sacrifices himself by grabbing the bomb and flying as far into the air as possible till the bomb detonates, seemingly killing Tony. The Avengers are and Black Widow points out that the plane is going to crash, with the combined efforts of both Hulk and Thor, they stopped the ship from crashing. The Avengers then decide they must take down the Squadron Supreme.
At Squadron HQ, The Squadron Supreme gloat on how Iron Man was killed till Hulk and Thor are detected at the outside of their Tower. Power Princess and Speed Demon comes out to fight them and Power Princess slams her sledge on Hulk's foot causing him to roar in pain, Thor knocks her away and Speed Demon tries to kill Hulk by creating a vortex around him running around him at top speed which suffocates till Hulk thunderclaps him away. The rest of the Avengers break into the Tower where Doctor Spectrum prepares the Reality Stone, then Hyperion comes flying in and punching the Avengers out in the open and the two teams begin to fight. Captain America throws his shield at Doctor Spectrum which knocks down the Reality Stone and causing the shield to revert to it's original form. Hyperion shoots his atomic vision at the wall and throws Captain America's shield right back at him, launching him out of the building but he is saved by Iron Man who is back to normal. The Squadron Supreme begins to defeat the Avengers and Doctor Spectrum was about to erase the Avengers from reality till Iron Man blast him away. The Avengers defeat the Squadron Supreme one by one and Captain America uses the Reality Stone to change reality back to normal, the Avengers return back to their original forms, and Hulk and Thor immediately defeat Speed Demon and Power Princess. The Squadron Supreme try to destroy Avengers Tower by cutting it in half with explosives and then retreating but Iron Man, Falcon, Thor, and Hulk save the Tower by pushing it back into place and they retrieve the Reality Stone. With the Tower's automatic repairs fixing the Tower, Captain America states that even though it was another reality, they will always remember what Tony did. Tony then says they would have done the same thing and that they're all in this together.