The Red Guardian triumphs, laughing at his victory to trap both Hawkeye and the Black Widow. He laughs at the fact that Hawkeye was lured to his headquarters because he loved Natasha. He believes that this proves how superior he is towards the other Americans.
Hawkeye doesn’t like the Guardian. He suggests that the Guardian releases him so they can fight, proving once and for all who is the greatest around there. Natasha doesn’t say it out loud, but notices that Hawkeye hardly pays attention to her ever since he found out that the Red Guardian is her husband.
Colonel Ling and Generah Brushov enter. Natasha panics, because Brushov is Russia’s greatest military genius. Hawkeye sarcastically wonders if it’s time to play war games now. The Guardian orders his prisoner to be quiet. Brushov calms the Guardian down, joking to let Hawkeye rail now that he still can. He believes that, soon, the Avenger shall sing a different tune, namely one of unending despair and fear! Ling agrees, remembering that very same thing is happening to Hercules right now. Hawkeye refuses to believe that, believing that no force is strong enough to take down Hercules.
Ling defends that they don’t need to defeat Hercules but is confident that Hercules will never bother them again, even with all the strength he has. He decides to open a computer screen so his prisoners can see what he means. Hawkeye and Natasha can see Hercules fighting non-existing phantoms. And the reason of that is because Hercules has fallen victim to Ling’s mighty weapon, namely the Psychotron! Hercules is confident Hercules will soon find out it’s all a fake, but the Guardian doesn’t think so. He suggests that Ling shows the monster Hercules thinks he’s fighting. He does.
Hercules doesn’t understand it, as he suddenly seems to be fighting a newer, second version of the Hydra-snake he was fighting a moment ago. He also doesn’t understand why his mighty punches don’t seem to harm the creature one bit.
Brushov is impressed by the display, but he still isn’t convinced by the machine’s military value. Also, he promises not to rest until he has seen Ling’s precious Red Guardian in action against Captain America. The Guardian admits that’s also his fondest wish. Ling angrily shouts that both Ling and the Guardian are short of sight. He doesn’t understand the matter of a hollow victory when they could use the Psychotron to conquer the entire world. He realizes that right now, the power of the Psychotron is limited to a single room, but once it gets mass-produced it can cause all kinds of world-disasters against Russia’s enemies!
An entire world can belong to Russia, without the incalculable hazards of nuclear war. Ling believes that a few tons of scientific equipment, placed on submarines and the plan shall be completed in no time. Bruhov remembers the submarines he has. He suspects that Ling’s need for them is the only reason he has informed Russia about the Psychotron’s existence. Ling tries to deny that, but Brushov still doesn’t like one part of Ling’s plan: namely the Black Widow.
Brushov recalls that Natasha was exposed to full fury earlier at the hands of the Psychotron, yet she was not reduced to the stark helplessness Ling predicted would happen. Ling admits that he wants to perform more studies on the Widow, and to learn why she still possessed enough strength to attempt to escape. Natasha believes that perhaps it is because she isn’t a traitor. Ling doesn’t want to hear about that, defending they’ve got plenty of prove she is. Brushov doesn’t agree and insists that the Widow is immediately attached to a lie-detector.
Soon afterwards, Natasha is logged onto a lie-detector, and the tests indicate she is really telling the truth! She is released from her chains, and the Red Guardian hugs her dearly, happy to be able to finally call the Widow his wife again. Brushov wants to discuss the submarine plans Ling mentioned. He agrees, but he needs to investigate them first, and suggests they all move over to do that right now. Natasha feels that Ling still doesn’t trust her, and thinks she’ll need to work on that.
The Guardian is pleased, thinking he and the Widow will make an excellent team together. His only regret is that he won’t be able to test himself against Captain America. Hawkeye feels sad for getting himself mixed up into this, because he honestly thought Natasha was on his side. He only hopes the other Avengers won’t intervene in this mess, too.
However, the Avengers have already found the whereabouts of where Hawkeye is, as they are arriving in their super-fast plane. But, they do wonder why the signal on Hawkeye’s ship is on because they thought he didn’t want them to follow him. Wanda suspects Hercules might have turned it on just in case, but they’ll worry about that later. Cap wants to find a perfect landing spot first. They land the ship nearby a huge complex. Pietro is impressed by the advanced machinery, but Cap notices that a cannon is merging from the ground, and ready to fire. He quickly warns his teammates about it, who all dodge and thank Cap for the warning. He believes it’s high time that Wanda uses her Hex powers on the construct.
Wanda does and, with her powers, destroys the entire complex. Nearby, some soldiers were lurking by, and they notice the intruders and alert their boss. More soldiers arrive, and Cap and Quicksilver quickly demonstrate their powers on the troops and take out most of them. Goliath teams-up with them but worries about Janet, as he can’t see her anymore. Cap is confident that Janet can take care of herself, and tells Hank not to worry about her.
Suddenly, another blaster comes out of a wall, and fires upon the Avengers. But the blast misses, so the soldiers are ready to take another shot. However, Janet, who has shrunk down to Wasp-size, flies closer to the cannon and unnoticed pulls the wires loose! The soldiers fire again, but thanks to this malfunction, nothing happens.
More soldiers arrive, but they now have jet-packs on their backs and actual laser cannons! They fire upon the Avengers, but Hank uses his big size to protect them all, but gets hit by one of the blasts. Quicksilver does his best to use his super-speed in an attempt to dodge all of the blasts, and hopes to be able to take out some of them. Cap, in the meantime, stands on a wall, and tries to use his shield to protect himself. However, more soldiers quickly surround him, and Cap can’t handle them all. One of the soldiers sneaks nearby him and hits Cap, taking him down!
A few moments later, Cap wakes up, but finds himself trapped in a holding tank. He notices Natasha standing with Ling, Brushov and the Guardian, and Cap believes she has betrayed the team again. He notices his shield is in the tank as well and, while the villains chat among themselves, Cap uses the confusion to use his shield to break through the tank! The Guardian believes that this is his chance to prove himself, and quickly attacks the legendary hero.
Cap is impressed by the Guardian’s speed and strength, and has the hardest time keeping up with him. The Guardian laughs, and quickly runs towards Cap, and holds him tight in a way he won’t be able to escape! Cap panics a bit, but remembers that he is a true master of judo, and uses several carefully placed kicks and punches to take the Guardian out. He stands up again, and believes it’s time to use his electronically-charged belt-disc. The Guardian fires it, but Cap uses his shield against the blast so it won’t hit him. But the Guardian is still confident he can win, and again runs towards Cap and punches him down! Cap tries to figure out how he can possibly win this battle.
On that very moment, Hawkeye’s cell suddenly breaks apart! He wonders how that could possibly happen, as he didn’t do anything. However, he has a hunch that Natasha is responsible for it and is secretly still on the side of the Avengers. He defeats his guards, and decides to go find her before the bad guys can do something to his beloved.
Outside, Goliath has recovered from the blast he took, and decides to take out the remaining soldiers. He lifts up a gigantic brick, and throws it at them! But he still feels groggy. Apparently, he still isn’t fully recovered. Wanda hears a noise, and wonders what’s coming their way now. It’s another huge machine, but Pietro isn’t so impressed by this one, thinking he can take it out easily. He runs around it at high speed, until the machine starts to break apart and all of the soldiers fall out of it!
Meanwhile, Cap and the Guardian are still fighting each other. Ling and Brushov have had enough of it, and decided to end it and hit Cap with an electrical grid! The Guardian heavily protests against it, but they tell him to give it a rest. They notice that the Widow is missing, as she stood near by them just a moment ago. Natasha herself is attempting to sabotage the Psychotron, as that’s the whole reason she came back to this dreaded place. She fires her Widow’s Bite on it, but Ling notices it and shoots at her. However, the Guardian doesn’t want to see Natasha dead, and jumps in front of the bullet and gets hit again. Brushov wants to fire, but Hawkeye takes him down with his arrow. Natasha loses balance during the confusion, but luckily Hawkeye catches her just in time.
The snake in the Psychotron fades away, giving Hercules the opportunity to re-gather his strength and breaks out of it. He notices the other Avengers, and thinks it’s about time they escape. Hawkeye notices that the remains of the Psychotron on fire, thanks to Hercules’ breaking free, so he agrees to move out. Hercules punches a hole into the ceiling, and notices that his teammates are already on their way in the plane. Quicksilver spots the others, and releases a rope so they can climb up into the jet.
Ling notices the Avengers escaping and refuses to let that happen. He fires upon them, but the Guardian, getting up, refuses to let Ling kill his wife, pushes against his arm. The bullet instead hits a gas tank, and the entire place explodes! The Avengers remark the amount of flame from the explosion, with Hank believing the place must have been built on a dormant volcano. They rush towards the hospital, hoping Natasha’s wounds can be treated, as she reveals she still got injured during the battle. <
On their way to the hospital, Cap realizes he owes his life to the Red Guardian, and felt there was some kind of bond between them. He is also proud that the Guardian was willing to die in order that he and the other Avengers could escape.
The team makes it to the hospital, where Natasha is quickly treated. After the surgery, the Avengers are allowed to visit her in her hospital room. Natasha feels happy about the concern, and decides to reveal how her husband, Alexi, was transformed into the Red Guardian, and why she became a spy. She realizes that she has never spoken about her husband Alexi before this moment. He was one of Russia’s most famed test pilots. Because of his extraordinary skills, he was assigned to test Russia’s most dangerous air craft. And, Natasha was proud to be called his wife. But then, one day, she was informed that Alexi had been killed when his experimental rocket exploded.
However, the colonel who informed Natasha about her husband’s death, believed Natasha would be proud to hear that Alexi died the way of a hero, testing weapons that could be used against enemies. Natasha wished that she could do something to honor Alexi’s memory. The colonel, who was Ling, believed that perhaps there was a way. Natasha wanted to know what it was.
Now, Natasha knows that the colonel lied, and Alexi didn’t really die. Instead, he was trained into becoming the Red Guardian, and so she could become the Black Widow. However, the army changed Alexi, and somehow made him crueler than he used to be. He seemed hardly the man she used to love. Hawkeye believes that Natasha better takes some rest now. Natasha promises she’ll do that, and only wishes she was free to inform her teammates about her mission for SHIELD.
Hawkeye mentions there isn’t any need for that, as they already got word from Nick Fury himself how Natasha was put under post-hypnotic suggestion to believe she was on the villains’ side. Natasha believes that’s how she could resist the Psychotron’s power. Cap confirms that, but there is just one more thing he wants to add. He explains that Ling and his thugs spent years training Alexi, to be just a super-powered puppet of Russia’s state! But, when the chips were down, his feelings for Natasha triumphed over that training, and he died like a true man! And for that, Cap is proud.