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Mark Waid (writer), Mike Deodato (art), Tom Palmer (inker), Bill Oakley (letters), John Kalisz (colors), Mark Gruenwald (editor), Bob Harras (editor in chief), Mark Waid and Scott Lobdell (uncredited, Onslaught co-plotters)
As New York City is in a state of panic during the Onslaught crisis, the Avengers are spread thin dealing with as many issues as they can. Captain America, Thor, the Scarlet Witch and the Wasp are in a subway, where they rescue civilians trapped in a train and running out of air. They lead the civilians out of the subway, to a battle-damaged city, where other civilians run for their lives, and explosions occur nearby. The four heroes go about rescuing more civilians in danger, before noticing one of their own in trouble – the Black Widow has been mobbed by fearful civilians. The Avengers help the Black Widow, and take a moment's respite, before the Black Widow tells her teammates to carry on with their mission, and that she will keep patrolling the city. Cap, Wanda, Thor and the Wasp soon link up with Giant Man, Quicksilver and Teen Iron Man, who have brought some psi-armor that should help them against Onslaught and his minionsThe heroes are forced to battle Post and Holocaust, but the two are so much more powerful – until that is, Cap devises a plan whereby Holocaust takes Post out, leaving Holocaust confused, and enabling Thor to defeat him. The heroes are celebrated by the civlians who were watching the battle in fear, before Onslaught contacts the team on a monitor, warning them that this is their final battle. Earth's Mightiest Heroes then carry on their mission – Avengers Assemble!
An unscheduled stop has taken place on the Number Three line. The subway train has been trapped under the streets of Manhattan for three hours – and counting. Caught in a sudden stygian darkness, mystified, terrified at the lack of even the barest emergency light, its passengers have erupted into panic – two hours ago, back when there was air. Now they wait, sealed inside a steel coffin, paralyzed at the notion of leaving, swimming through the blackness. Some of them have passed out, some of them are sweating. They are afraid of the unknown...and praying for hope. Speaking of which, a bright, burning light suddenly moves down the subway tunnel towards the carriage. Hope has arrived in the form of four of the mightiest heroes Earth has known – Steve Rogers a.k.a. Captain America. Wanda Maximoff a.k.a. the Scarlet Witch. Thor. Janet van Dyne a.k.a. the Wasp. 'Everybody got enough light? Good. I see yet another stalled train' Cap announces. They reach the train, and the Wasp asks 'What do we do, Cap? Wrench the doors open? Lead the passengers out?' Cap tells her no, as the moment they try, the poor souls will stampede, they will trample each other in the pitch darkness.
Cap deduces that they are a half-mile from the 34th Street Station, and tells his teammates that he has a better idea. As he instructs the Wasp to scout ahead and make sure the tracks are clear, he helps Wanda up onto the back of the train. Thor stands on the edge of the train as he lowers his mighty hammer as Cap tells him to find the third rail and give it some juice. 'Done!' Thor declares as his hammer strikes the rail, and the train carries on down the subway. 'Terrific! That got it moving! Now... on my mark... put a little Norse God muscle into it... and slow it down!' Cap tells Thor, as he and Wanda leap onto the platform, Cap pulls the train to a half. Cap looks over to the Wasp who is fluttering nearby and instructs her to take the doors, while he and Wanda leads these people to daylight. 'Got it?' he asks her. 'Consider it gotten, Chief!' the Wasp responds. 'Then go! GO!' Cap shouts.
The Wasp fires a blast of energy at the doors, which burst open, and from it, the passengers rush. 'Captain America?' one of them calls out. '- oh, thank God!' another exclaims. '- got to help us -' someone pleads. 'This way, everyone! Let's move! Follow us!' Captain America instructs the civilians. He tells them to stay calm and not to panic. We'll be above ground soon and everything will be -' he begins, but as they reach the surface, '- all right?' Cap concludes, but he and Wanda appear in utter shock.
Civilians run in fear, some lie motionless in the streets, cars and buildings are ablaze. Thor and the Wasp join Cap and Wanda on the street, as more passengers emerge from the subway behind them. 'Good Lord... it's bedlam up here! And we're supposed to hold this city together?' the Wasp exclaims. 'Our job has just begun... thanks to Onslaught!' Thor spits. He takes to the air with a rescued child, while the Wasp flies nearby, carrying a woman in her arms. This morning, Onslaught, the most powerful mutant force Earth has evern seen, made his first strike on New York, broadcasting an electromagnetic pulse that stole every erg of power in the now paralyzed city. Captain America uses his trusty shield to slice through a wall, freeing people trapped inside a building. Onslaught has terrorized eight million souls who now look hungrily for salvation – from the heroes who have defended them time and time again.
A crowd rushes towards the Avengers and even knocks Thor off his feet. The Avengers are nowhere near their peak of power. Vision, Crystal and Hawkeye have split off with the Hulk, while Giant-Man and Quicksilver are with the teenage Iron Man. 'They're still developing psi-shielding that will protect us from Onslaught' Wanda remarks, adding that if they don't rendezvous with them, they won't be able to help all of these poor people at all. As civilians storm around Cap, he asks if anyone has seen the Black Widow, as she said she would meet with them around here. As if on cue, a voice shouts 'Get BACK!' and the heroes look over to see their teammate Natasha Romanoff surrounded by panicking civilians. '- can't find my wife -' one of them calls out. '- what's happening?' another asks. '- got to help us -' another pleads. '- end of the world -' someone begins. Cap goes over to the Black Widow and grabs her arm, 'I'm here! You have to hold on -' he tewlls her. But the civilians are relentless in their desperation. '- trapped in the -' one exclaims. '- going to kill us all -' another utters. '- in the name of God, save us!' someone shouts as flames wash across the ground nearby. 'And that goes double for the rest of you! Fear won't help anybody! Stay calm!' Captain America addresses the civilians.
The civilians run away, as the Avengers round a corner into an alleyway. 'That seemed to ease their minds' Thor remarks. 'Until I stopped talking' Cap points out, before asking the Widow if she is all right. The Widow sits on the ground, back against the brick wall and replies that she is just rattled. 'They looked to us like we're gods' she utters. 'No offense, Thor' she adds. 'They need us like they never have before...and we're not even certain what we're up against. Right, Cap? Cap?' the Black Widow calls out but gets no response. Cap looks back out of the alleyway, 'So much chaos and destruction. I've... I've never seen anything like it...' his voice trails off as he watches civilians flee amongst the flames. The Widow thanks Cap for the save and tells him that she will be fine, but that she wants to keep patrolling the city. 'The rest of you have to make the rendezvous...so go. And Godspeed' she declares, as the others turn and rush back into the chaos.
Wanda looks over to the Wasp and points out that she looks extra worried. 'I am...about Cap. We're all so overwhelmed...but this seems to be taking its greatest toll on him' the Wasp replies, asking Wanda if she has noticed how frayed Cap is. 'I hate to say it – after all, he's led us against the biggest and the baddest -' the Wasp begins, as Wanda concludes '- but maybe this once – against someone who could make Galactus pause – Cap's in over his head'. Cap runs on ahead, while the Wasp points out that the people of New York are at their lowest ebb. 'I don't know... maybe there's only so much hope Captain America can inspire in them before their hopelessness drowns even him. And then... where are we?'
'There you are – and right on time!' the teenage Tony Stark within the Iron Man armor calls out as he appears above his teammates, carrying a device. 'Tell me you have some good news. We could use it' Cap calls out. With Pietro “Quicksilver” Maximoff on his shoulder, the aptly-codenamed Giant Man a.k.a. Dr Henry Pym announces that they might have cracked the defense problem – best they can offer. Iron Man points out that before they were not even remotely equipped to withstand Onslaught's telekinetic psi-storms, so consequently, he has been able to drive them back during every attack, but using Charles Xavier's designs, he and Giant Man were able to cobble up with some psionic armor, but unfortunately, technologically speaking, it is spit-and-bailing wqire stuff, with no guarantee that it will work. Thor examines the device, when suddenly, a blast is fired and strikes him from behind. 'Holy!' the Wasp gasps. 'What his Thor? It came out of nowhere -?' Teen Tony starts to ask before another blast is fired amongst the Avengers, sending Cap, Wanda, Quicksilver and Teen Tony flying about. 'Not exactly' the villain called Holocaust remarks as he appears from above, instructing Post to disengage the cloaking device. 'Done' Post responds from where looms over the Avengers after touching a device that turns the cloaking device off. The Avengers try to gather themselves after the blast and look up at Post, who tells them that there last chance is spent. 'Onslaught has sent us to...liberate your psi-shield devices' Post grins.
Holocaust fires another blast towards the Avengers. It strikes the ground with a mighty BOOM, narrowly missing Thor, who is swiftly pulled to safety by Quicksilver. 'Well, Iron Man...if Onslaught wants them...clearly you are on to something...' Quicksilver remarks. Post warns the speedster not to toy with them, and engages his cloaking device. A blast is fired, striking Quicksilver, which sends he and Thor careening into the air – and Thor drops the psi-shields. Horrified onlookers observe the heroes, 'He's down! Thor's down!' someone calls out. '- busted windows in the Bronx -' someone remarks. 'Where'd the big one go? I can't see him!' someone exclaims. 'The Avengers'll find him! They'll save us!' another declares. 'Won't they...?' a voice enquires, while Cap frowns.
Holocaust retrieves the psi-harness, 'The battle is won, Post! We claim our -' Holocaust calls out, when suddenly, his prize is snatched from his hand by a hex sphere, as Wanda fires one at the psi-harness, and it is thrust towards her. 'I see. So long as you're in the mood to play catch, then – here!' Holocaust exclaims as he grabs Teen Tony and hurls him at Wanda. The armored Avenger crashes into Wanda and she drops the harness. Post turns his cloaking device off, and he appears again, warning Holocaust to watch the Wasp, as she flits down and grabs the harness. 'Cap – heads up! Cap!' the Wasp calls out as she prepares to throw the harness at him, but gets no response, as Cap just stands there amongst the crowds. 'Oh, no.... Look at him! This is just what I was afraid of! The tide of the crowd has finally gotten to him!' Jan thinks to herself. She realizes that Cap has been sucked into that vortex of despair that is pulling them all under. 'My God... without his faith... what hope do the rest of us have?' Jan wonders.
Wanda hovers in the air and fires a hex sphere at Post, who fires a blast of energy towards Giant Man, striking the building behind him, instead, while Holocaust fires another blast that knocks Thor backwards into a building. Holocaust then fires a blast of energy that strikes Teen Tony, while grabbing Quicksilver and hurling him in the other direction – where he lands against a police car, knocking the lights off the car roof. The Wasp is still in possession of the harness as she flies over to Cap and tells him to snap out of this. 'We need you! There's always a way, right?' she declares. 'Tell me there's some way to make this work! Tell me we can -' the Wasp calls out, but Cap interrupts her, frowning, he announces that they can't beat them. 'WHAT?' the surprised Wasp gasps. At that moment, Post slams Giant Man backwards into a bus, while the Wasp asks Cap if that is it. 'We just roll over? This is how it all ends?' she asks him. Slightly confused, Cap looks up at the Wasp, 'WHAT?' he asks her. 'I said, this is how it all -' she begins. 'Cap? Cap?' Jan calls out as he tells her not to interrupt him. 'I'm thinking!' Cap declares as he hurls his shield forward.
The shield strikes Post's cloaking device, 'What? My cloak -' Post calls out, before Holocaust asks 'Who dares?' as the shield strikes him. 'Got your attention? Good. Go on...take your best shot' Cap grits his teeth as he stands before the villains. 'No...no...' Post utters, as he re-materializes, 'NOOOO' he shouts as he is struck by a blast of energy from Holocaust, who was firing at Captain America, but Post was standing between them. Cap raises his shield to protect himself, while the Wasp utters 'Wow. I...I don't understand. I thought you said we couldn't beat them' the Wasp calls out, while Post falls to the ground, Holocaust utters 'What...what have I done?' Thor and Wanda gather near Cap and the Wasp, as Cap explains that the Avengers didn't have the manpower, so they had to trick their foes into beating themselves. 'What did you think I meant?' he asks the Wasp. 'Nothing, Sir' Jan responds. 'Quickly – while Holocaust is distracted – hit him HARD!' Cap calls out, and Thor throws his hammer, which strikes Holocaust in the back of his helmet.
The Avengers don't have to be told twice, and almost as one, they strike. Cap slams his shield against Holocaust, while Quicksilver attacks from behind, and Thor goes in for another attack with his hammer. Wanda, Teen Tony and the Wasp hover in their air and attack with their respective energy blasts. The Avengers pool their powers and courage. They bring all their force to bear until Holocaust falls before Earth's Mightiest Heroes. They stand over the defeated minion of Onslaught. Captain America. Thor. The Scarlet Witch. Giant Man. Quicksilver. Wasp. The teenage Iron Man. The crowd goes wild. They cheer for their heroes. Smiling and dancing, throwing their hands into the air.
The teen Iron Man turns to Wanda and asks her if she has the psi-armor. 'Right here' Wanda replies, holding it. 'Then everyone suit up so we can -' Teen Tony begins, when suddenly, a voice calls out 'can what, Iron Man? Attack?' The Avengers look up to a large screen above them and see Onslaught staring back at them. 'Allow me to congratulate you on your victory. Enjoy it – for the hollow triumph it is' Onslaught declares. He calls the Avenger pitiful fools. 'You think you have fanned a spark of hope in the rabble of humanity? Consider it extinguished' Onslaught declares. 'This, heroes, is your final battle -' Onslaught begins as Cap and Thor throw their shield and hammer at the monitor, causing it to explode. 'Yeah? Then we've got one last thing to say to you!' Cap warns Onslaught, as he rushes forward, the Scarlet Witch at his side, and Quicksilver and Giant Man following gthem, while Thor, the Wasp and Teen Tony fly above them. They are all wearing the psi-harnesses, and in unison, Earth's Mightiest Heroes shout: 'AVENGERS ASSEMBLE!'
Black Widow, Captain America, Giant Man, Iron Man III, Quicksilver, Scarlet Witch, Thor, Wasp, (Avengers)
Holocaust, Post (Onslaught’s minions)Onslaught (on Times Square TV)
This issue is a part of Onslaught: Impact 2. The story continues directly from here to X-Men (2nd series) #56 and Onslaught: Marvel Universe.
Final issue of Avengers (1st series). The series is replaced by the short-lived Avengers (2nd series) which lasted 13 issues, set in the Heroes Reborn reality. A critically-acclaimed Avengers (3rd series) lasted 84 issues, which was followed by Avengers (1st series) #500-503, before a 4th series of Avengers was launched. Several subsequent series have been released since.
This issue takes place after X-Men (2nd series) #55.