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Brian Michael Bendis (Writer), David Finch (Penciler), Danny Miki (Inker), Frank D’Armata (Colorist), RS and COMICRAFT’s Albert Deschesne (Letterer), Tom Valente (Production), Stephanie Moore and Molly Lazer (Assistant Editors), Andy Schmidt (Associate Editor), Tom Brevoort (Editor), Joe Quesada (Editor in Chief), Dan Buckley (Publisher)
The Avengers confront Agent Belova, also known as the Black Widow, and her cadre of rogue S.H.I.E.L.D. agents. Wolverine tries killing the Black Widow, though Captain America stops him. The Avengers capture the Widow as her troops escape. They interrogate her, but simply learn that she works for the same people Spider-Woman works for. Before they can question her further, Sauron gets back up and sets the Widow ablaze. As she runs back into the jungle, the Avengers take down Sauron. Iron Man picks up a signal nearby and the Avengers head towards it, where they discover S.H.I.E.L.D. agents forcing mutates to illegally mine for vibranium. Before they can act, the S.H.I.E.L.D. Helicarrier arrives and obliterates the area. The Avengers board the Helicarrier and learn that Director Hill learned of the rogue agents in investigation and saw their acts as a sign of war. The Avengers do not believe Hill but can do nothing at the moment save turn in Lykos, who is handed over to Weapon X. Iron Man then tells the team that he cross-referenced the S.H.I.E.L.D. Raft files with the Avengers old database and learned that 14 of the criminals on the Raft were legally dead. Not only is someone stockpiling on illegal weapons, but they are stockpiling super-powered criminals and they have no clue who it is. Seeing the urgency to stay as a team, Iron Man asks Wolverine to join, as he can do what the others may not be able to do: kill. Captain America reluctantly agrees. Elsewhere, the barely living Black Widow lays in the hospital, where she is given a chance to gain revenge on the Avengers from her mysterious employer.
In the remains of the mutate base in the Savage Land, the Avengers stand before the dead Sauron, who has just been murdered by Agent Belova and a group of S.H.I.E.L.D. agents. Iron Man orders his armor to generate a 20-foot radius polar magnetic field, but learns that he does not have enough power cell charge. Iron Man is not content with this, so the armor begins to charge, also informing Tony that his request to analyze the data on the Raft file submitted to him by S.H.I.E.L.D. has been completed. Sarcastically, Iron Man comments on how this is a good time for that file to be done.
Spider-Woman takes charge and calls out angrily to Agent Belova. She orders her to stand down and surrender, as she is in serious breach of S.H.I.E.L.D. protocol. Agent Belova, however, ignores Spider-Woman and reminds her troops of the order to kill the Avengers. Spider-Man is confused and asks the others who these new players are. Spider-Woman introduces the woman in charge as Yelena Belova, a.k.a the Black Widow. Spider-Man is more confused, as the Black Widow he knows is a red head with bigger… assets. Spider-Woman cuts her male counterpart off and tells him that this Black Widow is another one and not Natasha Romanov.
Spider-Woman calls out to the S.H.I.E.L.D. agents and reminds them that they are pointing their guns at Captain America. They are the Avengers and she is Jessica Drew, a level seven S.H.I.E.L.D. agent, so they better think twice before firing. One of the soldiers tells the Black Widow that he is not firing at Captain America. The Widow reminds her solider that she is the leader and their mission is compromised. She wants him to kill them now. The man refuses one more time. “This is not a world of men,” states the Black Widow, as she shoots the disobedient solder in the head. She then opens fire on the Avengers.
The Avengers take to the air, with Iron Man carrying Captain America and Luke Cage, while Spider-Woman lifts Wolverine. Iron Man’s armor informs him that his cells are 6% charged. The S.H.I.E.L.D. agents cast their laser guiders at the Avengers, much to the chagrin of Spider-Woman. Captain America tells Wolverine that he wants no casualties, though Luke Cage asks Cap to tell that to the soldiers. Spider-Man, behind, comments that he still has no clue what is going on, as usual.
The Avengers engage their foes as the Black Widow shoots wildly. Wolverine goes straight for her, with his claws aimed to gut her. Captain America sees this and, just as Wolverine is about to eviscerate the terrified woman, Cap throws his shield and knocks Wolverine in the head. Spider-Woman orders the agents to stand down once more as Luke Cage asks the others if they remember the dinosaur. He misses the dinosaur.
Iron Man asks his armor what the status is with his magnetic field and learns that it is at 11%, which is enough for him. Iron Man engages the field, which begins to collect all the metal in the area, such s guns, dog tags, coins, and it even begins to pull Wolverine, as he has an adamantium skeleton. Wolverine stabs his claws into the earth in order to prevent himself from being dragged towards Iron Man. The disarmed S.H.I.E.L.D. agents look at the Avengers with dismay. The Avengers look back in anger. The defenseless agents then turn and run into the jungle.
When they are all gone, Wolverine asks Captain America if he threw his shield on purpose. Cap flatly tells Logan that they will not kill, though Wolverine argues that the Widow was trying to kill him. Cap tells Wolverine that not killing is what makes them better than their foes. Iron Man interrupts the arguers and reminds them that they have more important things to worry about.
Cap turns to the Black Widow, who Luke Cage has restrained, and asks who he is speaking to. Spider-Woman reintroduces the Black Widow, and Luke Cage asks for clarification if there used to be a redheaded one. Spider-Woman explains that Belova is a freelance level five S.H.I.E.L.D. agent, who shouldn’t be anywhere near this part of the world. There is no S.H.I.E.L.D. activity in the Savage Land. Belova has just ordered a shadow S.H.I.E.L.D. battalion to kill them. Jessica then asks Belova what she is doing here and who ordered her to be here.
The Black Widow smirks, but does not answer. Spider-Woman tells Belova that she has once chance to leave the Savage Land alive, but only if she coughs up a name. Without a name, the Black Widow doesn’t have a chance of leaving. Spider-Woman shoots energy out of her finger and informs the Black Widow that she has authority to kill, so Belova better spill a name or she will be tickled in the frontal lobe with a venom blast. Spider-Woman gets dangerously close to Belova’s face. Belova still does not reveal whom she is working for. Jessica, angered even more, tells Belova that she knows she isn’t working by herself and again asks whom she is working for. A concerned Captain America comes to Spider-Woman’s side, but finally Belova spills the beans. “I work for the same people you work for!!”
Spider-Woman stands silently, clearly affected by the revelation. Captain America is confused and asks what that means. Spider-Man is also confused and repeats the question. “Nothing but costumes,” answers the Black Widow. Wolverine pops his claws and announces that they should just kill the woman and leave. Angry, Captain America tells Wolverine that they don’t operate like that. Spider-Man, however, calls their attention to something behind them, and Agent Belova’s eyes open in fear.
The thought-to-be-dead Sauron leaps into the air in an angry rage and unleashes a blast of fire from his mouth. The Avengers quickly dodge it, but leave the standing Black Widow to be enveloped in the flames. As the enflamed women screams and runs into the jungle, Iron Man blasts Sauron with his repulsor ray. Spider-Woman shoots a venom blast and Luke Cage punches the dinosaur. The mutant reverts back to Karl Lykos and falls into the arms of Wolverine, who admits his guiltiness in Lykos’ resurrection. Sauron takes mutant energies and it seems he took some of his mutant healing factor as well. Wolverine apologizes, as he thought he could jump Sauron.
Captain America asks if Sauron is alive, and Wolverine confirms that he is. Captain America is pleased and wishes to take Sauron back to the surface world to answer for his crimes. Spider-Man asks about the fake Black Widow. Spider-Woman also wants to know what they will do about her, but Wolverine tells them that he can track her scent and it may not be worth looking for the woman.
Suddenly, a group of ferocious pterodactyls soar around the team and Spider-Man asks if they can leave. Luke Cage picks up Lykos and asks how they will get out of the Savage Land. Cap reminds them that the rogue S.H.I.E.L.D. agents came to the Savage Land somehow. They will hitch a ride from them. Iron Man interrupts the group and announces that he is picking up strange readings four kliks away. Sarcastically, Spider-Man hopes that they can head straight toward the strange readings.
The Avengers walk towards the readings and soon Spider-Man asks if anyone wants to carry him. Luke Cage asks the man if he does not have the proportionate strength of a spider. Spider-Man responds that he hasn’t slept in three days, had his arm broken and hasn’t had it checked on yet, and he is now hiking through a tropical jungle in his full-body long johns and booties. Cage responds that the spider that bit him must have been a whiney one. “Booties?” questions Spider-Woman.
Iron Man’s armor informs Tony that his armor is 26% charged and that his solar power has begun to convert. After a systems and virus check, the armor reminds Tony about the S.H.I.E.L.D. Raft files that were double checked earlier. Iron Man asks his armor to show him what it has pulled up, but is confused on what it means. The armor tells Tony that twenty-one logged S.H.I.E.L.D. mismatch the Raft log files.
Before Iron Man can figure out what is going on, Captain America calls his attention. The Avengers emerge from the jungle to find a barren area with a large mine pit in the middle. Hundreds of S.H.I.E.L.D. workers watch over local mutates, who are mining in the pit. Spider-Woman pulls down her cowl, as she witnesses agents torturing and berating mutates into working. Spider-Man asks his teammates what the agents are doing. Spider-Woman, disappointed, embarrassed and horrified, explains that vibranium is used to make super-powered weapons and those weapons are internationally condemned. The S.H.I.E.L.D. agents are enslaving the indigenous races of the Savage Land and using them to mine vibranium.
Jessica turns to Cap and asks him if she is not right. S.H.I.E.L.D. is illegally stockpiling banned weapons materials. Isn’t this what they are looking at? Cage is angered and asks if this is their government doing this. Jessica explains that S.H.I.E.L.D. is a world order peacekeeping force. It is for no country and yet every country. Cage, still confused, asks why a world organization would do this. Jessica does not know, and is unable to answer who is behind this when asked. Cage then asks what they are going to do now. We stop them, states Captain America.
The ragtag group of heroes charges out of the jungle and straight towards the unsuspecting S.H.I.E.L.D. agents and mutates. Before the heroes can reach them, however, Spider-Man’s spider-sense goes off and Iron Man picks some incoming white energy signals. The Avengers look into the air to see four energy balls heading straight for the entire mining area. Iron Man quickly orders a repulsor field from his armor. The armor quickly energizes and, before the Avengers can move, the four blasts strike the area and with amazing force and energy, the entire mining area is decimated, killing both S.H.I.E.L.D. agents and mutates alike.
The Avengers, saved by Iron Man’s repulsion field, are the only survivors. They get up and survey the area, which is nothing more than scarred earth and metal. They all look up and see that which is responsible: the S.H.I.E.L.D. Helicarrier.
Soon, the Avengers find themselves aboard the Helicarrier and Karl Lykos is restrained. Captain America, who is being held back by Wolverine, screams at Director Hill and calls her a murderer. Hill orders Captain America to stand down, but he again accuses her of murder and swears to have her hide for his. Hill, defending herself, states that the Avengers did their investigation and S.H.I.E.L.D. did theirs. All roads led her organization to this covert faction that was poaching vibranium on foreign soil. This was an act of war and immediate retaliation was ordered. What does the Captain America think the vibranium would be sold for, or to whom?
Spider-Man interjects and states that she killed innocents. Hill again defends herself and states that it was an appropriate action. Iron Man asks Hill who was behind this “act of war,” but Hill admits that they are still investigating. Cage, angry, tells Hill that her investigation will work well now that everyone involved is dead. Spider-Man comments that S.H.I.E.L.D. almost killed them heroes as well, but Hill explains that their strike was preprogrammed an hour before it launched. Spider-Woman sarcastically tells Hill that they believe her. Hill tells the Avengers that they are heroes and national treasures. S.H.I.E.L.D. would never try to hurt them.
Cage calls Hill out and tells her that she is full of it. Wolverine interrupts and tells them that Hill is not lying. He would know if she was and she does not smell like it. However, S.H.I.E.L.D. agents are trained to lie and, since she is the head of S.H.I.E.L.D., she is the head liar. Hill tells the group that she understands that they are upset. The Helicarrier will drop them back off in New York before heading to Washington. She is sorry for their trouble, but thanks them for getting Sauron back. The Director of Weapon X wanted her to tell them that he appreciates the effort. For the record, states Hill, they did ask the Avengers not to interfere. They ignored her.
Moments later, the Avengers group, but Cage still does not believe Director Hill. Iron Man tells the team that they need to talk fast, as there is more going on. Tony takes off his helmet and announces that, while they were in the Savage Land, he had his computer run the data on the Raft’s files. The S.H.I.E.L.D. files he was given were incomplete and tampered. He then plugged their information with the Avengers old database. S.H.I.E.L.D. apparently does not know that the team’s database is still up and running. Confused, Captain America asks Iron Man to continue.
Iron Man explains that 14 of the prisoners in the Raft and S.H.I.E.L.D. files died years ago. They are legally dead. Yet there they were, locked up in a S.H.I.E.L.D. prison. Spider-Woman gasps, but Spider-Man is still lost. Iron Man begins to explain that someone was secretly stockpiling illegal weapons from other countries. Spider-Woman then concludes that, in addition to that, that someone in S.H.I.E.L.D. is stockpiling super-powered criminals. Spider-Man asks whom they are talking about. Cap tells him that they do not know. Spider-Woman states out loud that this is a very bad situation.
Cage asks whom they should trust with the information. Should they go to the media? Spider-Woman reasons that, if they go to the media, then the bad guys will retreat and disappear. Cage then asks what they are supposed to do, as they need to stop this now. Spider-Woman tells him that this won’t stop them. Cage then realizes that the bad guys know that the heroes know something, and Cap agrees. Iron Man states that the villains know that the Avengers are the enemy now. Cap tells the group that the bad guys know who they are but they do not know who the bad guys are. This is more than he bargained for and if any of them want out now then it is ok.
Confused, Wolverine asks the group what they are doing together. Tony turns to Logan and introduces them as the new Avengers. Would Logan like to join them? Captain America pulls Iron Man aside and tells him that this is a bad idea. Iron Man reasons with Cap and reminds him how he felt how this team came together by fate. The original Avengers didn’t truly come together until that one final ingredient came in. That was when they found him. He was that last ingredient. However, for this team in this world, Wolverine is Captain America. He is the missing key. Captain America scowls and tells Tony that Wolverine is a murderer. Iron Man explains that Logan is a samurai warrior. After what happened with Wanda and what happened today, they cannot afford not to have Wolverine. They need someone to do what they cannot. Cap knows exactly what he means.
Cap wishes that it wasn’t true, and Iron Man agrees. Cap reminds Tony that Wolverine is an X-Man and will say no. Tony reasons that Logan can be on both teams. Besides, no one says no to rich people, not even Captain America. Cap looks at Iron Man and tells him that he hasn’t seen things like today since the war. Iron Man tells Cap that they will find their enemies and they will avenge the wrongs.
Meanwhile, in a hospital somewhere, the horribly burnt and unrecognizable Yelena Belova lies bandaged in bed, clinging to life. A mysterious person walks in and tells the Black Widow that she failed. However, she should not worry. She is not responsible, for how was she to know a ragtag group of “heroes” would group and drop on top of her? No one saw it coming. However, Yelena must tell him or her one thing. If she were told that they could give her a chance to strike back the Avengers for what they did to her men, her livelihood and her pretty face, would she be interested in seeing what they could offer?
“kkk…” croaks Yelena, “yyyes.”
Captain America, Iron Man, Luke Cage, Spider-Man, Spider-Woman I, Wolverine (Avengers)
Black Widow IIMysterious employerVarious rogue S.H.I.E.L.D. agents
Director HillVarious S.H.I.E.L.D. agents
Six months after Avengers (1st Series) #503, Electro was hired by a mysterious employer to break Karl Lykos out of the Raft, a prison near New York for super-powered criminals. Already on the island were Matt Murdock and his hired bodyguard, Luke Cage, who were there to meet with the mysterious super-hero, the Sentry, who was in jail by his own decision and for also apparently murdering his wife. Spider-Woman, an agent of S.H.I.E.L.D., also worked at the Raft when Electro attacked. Soon, Captain America, Iron Man, and Spider-Man found themselves at the Raft to help out, and won the impossible battle. Captain America, inspired, asked Iron Man, Spider-Man, Spider-Woman, Luke Cage and Daredevil to join him as the new Avengers, though Daredevil rejected the offer. However, Spider-Woman seems to have a triple allegiance, as not only does she still work for S.H.I.E.L.D., but she also works for a secret employer to whom she is reporting back on about the activities of the Avengers and S.H.I.E.L.D.
The redheaded Black Widow referred to is Natasha Romanov, the original Black Widow and former leader of the Avengers.