Huh, heavy security, quantum encoding.
Who cares? With my gear, I can go right through the front door! Shoo, bug!
Watch who you're calling a-- No, I guess that's fair.
Lang! What are you doing here? I didn't call for tech support.
Hi, Whirlwind. I'm gonna need my gear back.
What's the matter? My check bounce?
Look, to support my research, I used to build tech for cash.
But now that I'm an Avenger, that's not really gonna fly.
You're an Avenger? Are they hiring?
'Cause I'm at least as good as you.
Someone's delusional.
Anyhow, I'm taking back my gear from people who might be using it for,
uh, you know, less-than-legal purposes.
Hey, don't look at me. I'm a pillar of society. Just, uh, sightseeing.
Sightseeing at a secure lab holding millions
of dollars in cutting edge equipment?
You got your sights, I got mine. In fact, set your sights on this!
You sold me this stuff, Lang! A deal's a deal! Buyer's keepers!
I'm not sure that's how that goes. Hey, I need that!
You had a good run, Whirlwind, but I'm taking you in!
Whoa! Hawkeye? Black Widow?
Your power is wind?
We work with Tony Stark. We're used to a lot of hot air.
Thanks for the save, you guys. I didn't want to bring you into my problems.
You're on a team now, Ant-Man. No need to take on supervillains alone.
Or villains, anyway. Not so sure about the 'super' part.
I can hear you!
It's just, there are some things from my past I'm not proud of.
You think we don't know that? We all have red in our ledger.
I should have figured you guys would get it. Well, at least this battle's over.
Over? You forget the panic button you built me?
Panic button?
I kind of did forget that.
Why would you build this?
Because he asked and he paid on time!
How does that make it a good idea?
I knew my old inventions would come back to haunt me!
Shouldn't you keep better track of this thing?
Thanks.
Time to take back that tech!
Huh?
Returning the save!
Sorry. Product recalled. Also, no refunds.
Okay, if you're serious about cleaning up your past, we'll help you out.
How many more villains left to go?
Well, let's see, Madame X, Doctor Egghead, uh, Blizzard, Unicorn...
Hulk's recent fight with Speed Demon gave us tons of data,
but we've watched this a dozen times.
What exactly are you looking for?
Clues. Something tells me this attack was just the tip of Nighthawk's iceberg.
I agree. The Squadron Supreme is starting something, but what?
The Hood, the Purple Man, oh, and that guy.
You sold tech to Doctor Spectrum? What were you thinking?
What? He seemed like a pretty nice guy, solid, on the level.
We are talking about the same Doctor Spectrum, right?
You wouldn't know this, Scott,
but Spectrum almost wiped the Avengers from reality with his Power Prism.
Just what kind of tech did you build this guy?
A power amplifier.
Spectrum with a power-up? Oh, goody!
Is it too late to revoke Ant-Man's membership?
Nice! I finally cracked the Squadron's encryption.
If I can access the ruins of their old ship,
I might be able to determine their real plans.
Why don't we just talk directly to Bill about all this?
Excuse me... Bill?
That's Doctor Spectrum's real name.
But don't call him Billy. Ooh, he hates that.
Do you have Doctor Billy Spectrum's number programmed into your cellphone?
Don't be silly.
I insert an ant pheromone signal into all my tech to track it.
Right. My idea was silly.
Hacking the Citadel or following ant smells? I know my vote.
We'll do both.
Looks like the hull's still intact.
I'll have this hacked in no time.
I can hack, too. Hacked.
That was my next plan.
This is where the pheromone trail ends.
There's nothing for miles.
Maybe Spectrum's got a cloaking shield, or a stealth force wall.
Or sand.
Strange choice of hideout for a man whose team plans to take over our world.
Maybe we shouldn't go in repulsors blazing.
I know you think Spectrum's some big bad guy, but he might surprise you.
Who disturbs me?
Hi, Bill.
Scott Lang? What is this?
We'll give you one chance here. What is Nighthawk planning?
Why does he have you out here in the desert?
Leave me in peace before it is too late.
Look, this doesn't need to be a fight.
If you just give me back the power amplifier I built for you--
It's not that simple!
So much for giving Spectrum a chance, Cap.
This aggression must be answered!
No, wait!
Here's your answer!
Odin's beard!
Please, we can talk this out!
I told you to leave me alone!
If anything happens it's on your head!
Guys, this is getting out of control. We don't have to fight.
Aim for the Power Amplifier!
No!
Uh, Ant-Man? You said that thing was a power amplifier.
It was!
Then why is he more powerful without it?
Bill, wait! It doesn't have to be like this.
Let's put the past behind us!
Of course it has to be like this, you fool!
The Avengers, broken at my feet!
Not in this reality, "Billy".
My name is Doctor Spectrum!
So you thought Spectrum was a good guy
and your tech was a power amplifier?
So far, you're batting zero, Ant-Man.
I will take your lives, and then take your planet, weaklings!
Tell me, Spectrum, is this weak?
There's no way that didn't knock him out.
Uh, that didn't knock him out.
I'll make you wish you never found me!
This Citadel's creepy.
Really, Big Guy? Wouldn't think creepy would creep you out.
Why do you think I sleep with a nightlight?
Shut up.
Everything looks pretty dead.
I don't think I'm gonna have much luck powering this
place up to get the systems back online.
You hear something?
Lots of somethings.
This must be the Citadel's defense system.
Looks like the old ship isn't as dead as you thought.
Oh, I hate bugs!
Okay, Hulk, now that is creepy.
Hulk?
We should get some of these for home.
Hurry! To the data core. We don't have much time.
Uh, yeah, you think?
Be gone, Avengers!
We don't take orders from maniacs in clown suits.
Seriously, who designed that look?
Got you, Cap!
But it won't be graceful.
Told ya.
Uh, anyone up for a weekend in Vegas?
Create a perimeter and keep him away from the city!
I thought you were better than this! I trusted you!
You don't know me. No one does!
You Avengers disturbed me; now let us discover what disturbs you!
Huh? What have you conjured?
Stay back!
Hello, dear brother.
Loki!
A Loki more powerful than you, your worst nightmare!
Nay, it is not really you.
I am the Loki of your mind.
The brother you could have saved, but didn't. You failed me.
No! I always loved my brother.
I wanted him to ride into battle by my side!
Liar!
I see the truth you won't even admit to yourself!
Still think this is fun, Hulk?
Yes.
The data core should be through here!
Stay. Sit.
It won't take long for those things to find a way back up here.
I won't need long.
Wow! And I thought the Power Prism was just a weapon.
W--It's not?
It's a living creature, a sentient being that feeds off emotions.
Huh. That gem's probably not a popular Mother's Day gift.
Looks like we're about to learn more about Doctor Spectrum.
Focus on Loki!
Thor's not the only Avengers with fears he can't face.
You left me to die, Steve.
The Winter Soldier?
Now others will pay for your failure.
Bucky? I-I didn't fail, I tried to save you!
Is that how you sleep at night? By lying to yourself?
You built this guy's tech, any idea what Spectrum's doing to them?
The Power Prism works on emotional energy,
turning strong feelings, like guilt and fear, into reality.
Well, then I'm safe. There's not much I'm afraid of.
Other than a bad haircut.
Don't underestimate his power, Tony.
You brought me back, Stark.
Ultron?
The destruction I reaped is on your head!
We defeated you!
Did you? Or are you still fighting me in your worst nightmares, and losing?
I feed upon your fears, your emotions. Yes!
My full power has returned!
The Squadron Supreme destroyed their own planet.
And now, Avengers, you will be responsible for destroying yours!
Behold, Avengers, as I make your worst nightmare a reality!
You think you're infallible, but your mistakes-
Iron Skull, Thanos, me--nearly destroyed the world!
Talk about
hitting where it hurts.
I know this isn't real!
You've always treated me as if I wasn't there. You abandoned me!
Very noble of you, protecting Midgard when you didn't
even protect your own brother as a child.
I left you alone, Avengers; you should have done the same to me!
Bill, stop using the prism before you destroy the whole planet!
You don't understand. I've never had control of the prism!
They need back-up now!
I must have dug too deep into the security system.
It triggered the Citadel's self-destruct.
Thanks for no warning!
Great! The Citadel's flooded. Waterlogged databanks tell no tales.
No worries, Hawkeye. This wasn't my first emergency back-up.
No! Please stop. You're better than this.
All right. That's it, Bucky. I won't fight you.
I won't give you the power.
Then you will be destroyed!
Bucky, you're right. I failed you.
And I will live with that forever. I accept that burden.
No!
Let's do whatever Cap did.
Well put.
Loki, I regret not doing more for you.
There is a part of me that does not believe you can ever be good.
But I will never lose hope.
Ultron, I don't know everything. There, I said it.
Sometimes I act before I think, and because of that,
I put the whole world at risk.
But that is something I can and will fix.
You will not stop me, Avengers! If I cannot find peace, no one can!
Well, I'm out of ideas.
Avengers, Ant-Man was right! Spectrum's not a villain.
Things have sort of changed since I talked to you last.
No your gut instinct was dead-on.
This isn't you. The prism, it's controlling you!
It's too late for me.
Ant-Man understood and now the rest of us do, too.
You couldn't stop your own planet from blowing up.
But you can stop it from happening again!
You can't force me to destroy our planet!
You're acting like you have a choice.
We can't do this! I refuse!
You don't control the Power Prism, Spectrum. He controls you.
No!
The Prism picked me! I cannot choose to be rid of him! He's part of me!
So that's why you wanted the power amplifier.
Not to amplify the Prism, to increase your control over it.
But now it's too late.
It is never too late to correct your mistakes.
Let go of your fears. You can do this.
Doctor Spectrum!
Call me Bill.
Welcome back. I knew it was only a matter of time before you abandoned him.
No. He was only baggage. You no longer need a host. Finally.
The true Doctor Spectrum revealed and the next step of our plan is complete.
Welcome to the Squadron Supreme.
It's a great idea.
S.H.I.E.L.D. needs qualified scientists to help crew their space explorations.
And maybe help you start a new life on another planet.
I just wanna thank you for saving me.
I thought I'd be trapped by the Prism forever.
You saved yourself. We just reminded you who you really are.
It was more than that, Avengers.
Even after all I'd done, you still believed in me.
I think we've all learned not to judge based on our past mistakes.
So that's another one down.
Who wants to help me get the next guy on my list? Anyone?
Whoops.
A simple "no thanks" would have done.