1 00:00:03,647 --> 00:00:06,607 Huh, heavy security, quantum encoding. 2 00:00:06,967 --> 00:00:10,927 Who cares? With my gear, I can go right through the front door! Shoo, bug! 3 00:00:13,119 --> 00:00:16,231 Watch who you're calling a-- No, I guess that's fair. 4 00:00:16,407 --> 00:00:20,183 Lang! What are you doing here? I didn't call for tech support. 5 00:00:20,263 --> 00:00:23,191 Hi, Whirlwind. I'm gonna need my gear back. 6 00:00:23,271 --> 00:00:25,039 What's the matter? My check bounce? 7 00:00:25,119 --> 00:00:28,071 Look, to support my research, I used to build tech for cash. 8 00:00:28,151 --> 00:00:30,767 But now that I'm an Avenger, that's not really gonna fly. 9 00:00:30,847 --> 00:00:32,511 You're an Avenger? Are they hiring? 10 00:00:32,591 --> 00:00:34,303 'Cause I'm at least as good as you. 11 00:00:35,007 --> 00:00:36,471 Someone's delusional. 12 00:00:36,551 --> 00:00:39,847 Anyhow, I'm taking back my gear from people who might be using it for, 13 00:00:39,927 --> 00:00:42,359 uh, you know, less-than-legal purposes. 14 00:00:42,439 --> 00:00:46,675 Hey, don't look at me. I'm a pillar of society. Just, uh, sightseeing. 15 00:00:46,755 --> 00:00:49,588 Sightseeing at a secure lab holding millions 16 00:00:49,668 --> 00:00:51,327 of dollars in cutting edge equipment? 17 00:00:51,407 --> 00:00:56,335 You got your sights, I got mine. In fact, set your sights on this! 18 00:00:56,735 --> 00:01:01,333 You sold me this stuff, Lang! A deal's a deal! Buyer's keepers! 19 00:01:01,467 --> 00:01:04,270 I'm not sure that's how that goes. Hey, I need that! 20 00:01:08,756 --> 00:01:11,853 You had a good run, Whirlwind, but I'm taking you in! 21 00:01:12,390 --> 00:01:15,904 Whoa! Hawkeye? Black Widow? 22 00:01:16,664 --> 00:01:18,482 Your power is wind? 23 00:01:23,131 --> 00:01:26,099 We work with Tony Stark. We're used to a lot of hot air. 24 00:01:26,723 --> 00:01:30,067 Thanks for the save, you guys. I didn't want to bring you into my problems. 25 00:01:30,147 --> 00:01:34,027 You're on a team now, Ant-Man. No need to take on supervillains alone. 26 00:01:34,107 --> 00:01:37,987 Or villains, anyway. Not so sure about the 'super' part. 27 00:01:38,067 --> 00:01:39,259 I can hear you! 28 00:01:39,339 --> 00:01:42,843 It's just, there are some things from my past I'm not proud of. 29 00:01:42,923 --> 00:01:46,283 You think we don't know that? We all have red in our ledger. 30 00:01:46,363 --> 00:01:50,091 I should have figured you guys would get it. Well, at least this battle's over. 31 00:01:50,171 --> 00:01:53,283 Over? You forget the panic button you built me? 32 00:01:54,123 --> 00:01:55,155 Panic button? 33 00:01:55,235 --> 00:01:56,771 I kind of did forget that. 34 00:02:10,003 --> 00:02:11,915 Why would you build this? 35 00:02:11,995 --> 00:02:14,531 Because he asked and he paid on time! 36 00:02:14,611 --> 00:02:16,939 How does that make it a good idea? 37 00:02:29,827 --> 00:02:32,211 I knew my old inventions would come back to haunt me! 38 00:02:38,411 --> 00:02:40,403 Shouldn't you keep better track of this thing? 39 00:02:43,491 --> 00:02:44,667 Thanks. 40 00:02:48,507 --> 00:02:50,155 Time to take back that tech! 41 00:02:50,235 --> 00:02:51,195 Huh? 42 00:02:55,619 --> 00:02:56,755 Returning the save! 43 00:03:01,107 --> 00:03:04,795 Sorry. Product recalled. Also, no refunds. 44 00:03:07,731 --> 00:03:10,987 Okay, if you're serious about cleaning up your past, we'll help you out. 45 00:03:11,235 --> 00:03:12,603 How many more villains left to go? 46 00:03:12,683 --> 00:03:19,435 Well, let's see, Madame X, Doctor Egghead, uh, Blizzard, Unicorn... 47 00:03:20,715 --> 00:03:23,134 Hulk's recent fight with Speed Demon gave us tons of data, 48 00:03:23,214 --> 00:03:24,667 but we've watched this a dozen times. 49 00:03:24,747 --> 00:03:26,187 What exactly are you looking for? 50 00:03:26,267 --> 00:03:30,323 Clues. Something tells me this attack was just the tip of Nighthawk's iceberg. 51 00:03:30,731 --> 00:03:34,507 I agree. The Squadron Supreme is starting something, but what? 52 00:03:34,915 --> 00:03:37,771 The Hood, the Purple Man, oh, and that guy. 53 00:03:37,851 --> 00:03:42,267 You sold tech to Doctor Spectrum? What were you thinking? 54 00:03:42,478 --> 00:03:46,342 What? He seemed like a pretty nice guy, solid, on the level. 55 00:03:46,518 --> 00:03:49,078 We are talking about the same Doctor Spectrum, right? 56 00:03:49,158 --> 00:03:50,246 You wouldn't know this, Scott, 57 00:03:50,326 --> 00:03:53,590 but Spectrum almost wiped the Avengers from reality with his Power Prism. 58 00:03:53,670 --> 00:03:56,214 Just what kind of tech did you build this guy? 59 00:03:56,294 --> 00:03:57,747 A power amplifier. 60 00:03:58,073 --> 00:04:00,198 Spectrum with a power-up? Oh, goody! 61 00:04:00,422 --> 00:04:02,764 Is it too late to revoke Ant-Man's membership? 62 00:04:03,545 --> 00:04:06,898 Nice! I finally cracked the Squadron's encryption. 63 00:04:07,238 --> 00:04:09,229 If I can access the ruins of their old ship, 64 00:04:09,309 --> 00:04:11,641 I might be able to determine their real plans. 65 00:04:12,780 --> 00:04:15,071 Why don't we just talk directly to Bill about all this? 66 00:04:15,211 --> 00:04:16,356 Excuse me... Bill? 67 00:04:16,683 --> 00:04:18,391 That's Doctor Spectrum's real name. 68 00:04:18,471 --> 00:04:21,091 But don't call him Billy. Ooh, he hates that. 69 00:04:21,456 --> 00:04:24,547 Do you have Doctor Billy Spectrum's number programmed into your cellphone? 70 00:04:24,627 --> 00:04:25,641 Don't be silly. 71 00:04:26,261 --> 00:04:29,103 I insert an ant pheromone signal into all my tech to track it. 72 00:04:29,346 --> 00:04:31,560 Right. My idea was silly. 73 00:04:31,701 --> 00:04:34,715 Hacking the Citadel or following ant smells? I know my vote. 74 00:04:34,795 --> 00:04:35,899 We'll do both. 75 00:04:45,030 --> 00:04:46,406 Looks like the hull's still intact. 76 00:04:47,610 --> 00:04:49,056 I'll have this hacked in no time. 77 00:04:49,619 --> 00:04:54,277 I can hack, too. Hacked. 78 00:04:54,603 --> 00:04:56,459 That was my next plan. 79 00:05:03,787 --> 00:05:05,746 This is where the pheromone trail ends. 80 00:05:06,276 --> 00:05:07,729 There's nothing for miles. 81 00:05:07,809 --> 00:05:11,204 Maybe Spectrum's got a cloaking shield, or a stealth force wall. 82 00:05:11,284 --> 00:05:12,369 Or sand. 83 00:05:18,961 --> 00:05:22,718 Strange choice of hideout for a man whose team plans to take over our world. 84 00:05:23,415 --> 00:05:25,546 Maybe we shouldn't go in repulsors blazing. 85 00:05:25,626 --> 00:05:29,194 I know you think Spectrum's some big bad guy, but he might surprise you. 86 00:05:31,320 --> 00:05:32,523 Who disturbs me? 87 00:05:33,190 --> 00:05:34,126 Hi, Bill. 88 00:05:34,206 --> 00:05:36,441 Scott Lang? What is this? 89 00:05:36,521 --> 00:05:39,182 We'll give you one chance here. What is Nighthawk planning? 90 00:05:39,262 --> 00:05:40,897 Why does he have you out here in the desert? 91 00:05:41,088 --> 00:05:43,558 Leave me in peace before it is too late. 92 00:05:43,638 --> 00:05:45,151 Look, this doesn't need to be a fight. 93 00:05:45,231 --> 00:05:47,883 If you just give me back the power amplifier I built for you-- 94 00:05:48,018 --> 00:05:50,840 It's not that simple! 95 00:05:51,448 --> 00:05:54,225 So much for giving Spectrum a chance, Cap. 96 00:05:54,305 --> 00:05:56,536 This aggression must be answered! 97 00:05:57,538 --> 00:05:58,674 No, wait! 98 00:06:00,434 --> 00:06:01,514 Here's your answer! 99 00:06:09,026 --> 00:06:10,290 Odin's beard! 100 00:06:10,466 --> 00:06:12,602 Please, we can talk this out! 101 00:06:12,682 --> 00:06:14,626 I told you to leave me alone! 102 00:06:15,594 --> 00:06:17,778 If anything happens it's on your head! 103 00:06:30,362 --> 00:06:32,938 Guys, this is getting out of control. We don't have to fight. 104 00:06:33,018 --> 00:06:34,778 Aim for the Power Amplifier! 105 00:06:38,626 --> 00:06:39,594 No! 106 00:06:41,538 --> 00:06:45,426 Uh, Ant-Man? You said that thing was a power amplifier. 107 00:06:45,586 --> 00:06:47,026 It was! 108 00:06:48,890 --> 00:06:51,754 Then why is he more powerful without it? 109 00:06:57,542 --> 00:07:00,414 Bill, wait! It doesn't have to be like this. 110 00:07:00,494 --> 00:07:02,166 Let's put the past behind us! 111 00:07:02,246 --> 00:07:05,278 Of course it has to be like this, you fool! 112 00:07:07,830 --> 00:07:10,854 The Avengers, broken at my feet! 113 00:07:10,934 --> 00:07:13,254 Not in this reality, "Billy". 114 00:07:16,158 --> 00:07:19,222 My name is Doctor Spectrum! 115 00:07:21,998 --> 00:07:23,910 So you thought Spectrum was a good guy 116 00:07:23,990 --> 00:07:25,910 and your tech was a power amplifier? 117 00:07:25,990 --> 00:07:28,054 So far, you're batting zero, Ant-Man. 118 00:07:39,350 --> 00:07:43,622 I will take your lives, and then take your planet, weaklings! 119 00:07:43,702 --> 00:07:46,686 Tell me, Spectrum, is this weak? 120 00:07:50,686 --> 00:07:52,950 There's no way that didn't knock him out. 121 00:07:58,622 --> 00:08:00,486 Uh, that didn't knock him out. 122 00:08:08,422 --> 00:08:11,286 I'll make you wish you never found me! 123 00:08:17,494 --> 00:08:19,158 This Citadel's creepy. 124 00:08:19,238 --> 00:08:22,438 Really, Big Guy? Wouldn't think creepy would creep you out. 125 00:08:22,518 --> 00:08:24,694 Why do you think I sleep with a nightlight? 126 00:08:24,774 --> 00:08:25,694 Shut up. 127 00:08:26,422 --> 00:08:28,342 Everything looks pretty dead. 128 00:08:28,934 --> 00:08:30,854 I don't think I'm gonna have much luck powering this 129 00:08:30,934 --> 00:08:33,094 place up to get the systems back online. 130 00:08:39,786 --> 00:08:40,806 You hear something? 131 00:08:40,886 --> 00:08:42,776 Lots of somethings. 132 00:08:46,346 --> 00:08:48,546 This must be the Citadel's defense system. 133 00:08:53,296 --> 00:08:55,556 Looks like the old ship isn't as dead as you thought. 134 00:08:55,636 --> 00:08:56,916 Oh, I hate bugs! 135 00:08:59,646 --> 00:09:01,866 Okay, Hulk, now that is creepy. 136 00:09:12,716 --> 00:09:14,216 Hulk? 137 00:09:17,926 --> 00:09:19,546 We should get some of these for home. 138 00:09:21,246 --> 00:09:23,646 Hurry! To the data core. We don't have much time. 139 00:09:23,726 --> 00:09:25,286 Uh, yeah, you think? 140 00:09:28,906 --> 00:09:30,826 Be gone, Avengers! 141 00:09:32,126 --> 00:09:34,996 We don't take orders from maniacs in clown suits. 142 00:09:35,076 --> 00:09:37,126 Seriously, who designed that look? 143 00:09:41,736 --> 00:09:42,696 Got you, Cap! 144 00:09:42,776 --> 00:09:44,716 But it won't be graceful. 145 00:09:52,536 --> 00:09:53,846 Told ya. 146 00:10:02,236 --> 00:10:05,066 Uh, anyone up for a weekend in Vegas? 147 00:10:05,486 --> 00:10:07,966 Create a perimeter and keep him away from the city! 148 00:10:26,166 --> 00:10:28,936 I thought you were better than this! I trusted you! 149 00:10:29,016 --> 00:10:31,966 You don't know me. No one does! 150 00:10:39,206 --> 00:10:45,106 You Avengers disturbed me; now let us discover what disturbs you! 151 00:10:55,696 --> 00:10:59,496 Huh? What have you conjured? 152 00:11:04,136 --> 00:11:05,586 Stay back! 153 00:11:10,006 --> 00:11:12,156 Hello, dear brother. 154 00:11:12,236 --> 00:11:13,326 Loki! 155 00:11:13,406 --> 00:11:18,326 A Loki more powerful than you, your worst nightmare! 156 00:11:19,286 --> 00:11:21,630 Nay, it is not really you. 157 00:11:22,220 --> 00:11:24,350 I am the Loki of your mind. 158 00:11:24,430 --> 00:11:30,380 The brother you could have saved, but didn't. You failed me. 159 00:11:31,920 --> 00:11:33,970 No! I always loved my brother. 160 00:11:34,050 --> 00:11:37,020 I wanted him to ride into battle by my side! 161 00:11:37,280 --> 00:11:38,650 Liar! 162 00:11:40,570 --> 00:11:44,290 I see the truth you won't even admit to yourself! 163 00:11:47,750 --> 00:11:49,360 Still think this is fun, Hulk? 164 00:11:50,590 --> 00:11:51,610 Yes. 165 00:11:52,270 --> 00:11:54,120 The data core should be through here! 166 00:12:10,700 --> 00:12:14,250 Stay. Sit. 167 00:12:21,558 --> 00:12:24,614 It won't take long for those things to find a way back up here. 168 00:12:25,550 --> 00:12:26,942 I won't need long. 169 00:12:32,198 --> 00:12:35,230 Wow! And I thought the Power Prism was just a weapon. 170 00:12:35,310 --> 00:12:36,318 W--It's not? 171 00:12:36,502 --> 00:12:40,294 It's a living creature, a sentient being that feeds off emotions. 172 00:12:40,374 --> 00:12:43,780 Huh. That gem's probably not a popular Mother's Day gift. 173 00:12:55,488 --> 00:12:58,304 Looks like we're about to learn more about Doctor Spectrum. 174 00:13:06,856 --> 00:13:08,136 Focus on Loki! 175 00:13:14,520 --> 00:13:18,128 Thor's not the only Avengers with fears he can't face. 176 00:13:24,144 --> 00:13:26,032 You left me to die, Steve. 177 00:13:26,360 --> 00:13:27,616 The Winter Soldier? 178 00:13:27,768 --> 00:13:30,264 Now others will pay for your failure. 179 00:13:30,904 --> 00:13:33,936 Bucky? I-I didn't fail, I tried to save you! 180 00:13:34,224 --> 00:13:37,688 Is that how you sleep at night? By lying to yourself? 181 00:13:42,640 --> 00:13:46,088 You built this guy's tech, any idea what Spectrum's doing to them? 182 00:13:46,168 --> 00:13:48,416 The Power Prism works on emotional energy, 183 00:13:48,496 --> 00:13:51,696 turning strong feelings, like guilt and fear, into reality. 184 00:13:51,776 --> 00:13:54,304 Well, then I'm safe. There's not much I'm afraid of. 185 00:13:54,528 --> 00:13:55,968 Other than a bad haircut. 186 00:13:58,320 --> 00:14:00,264 Don't underestimate his power, Tony. 187 00:14:02,416 --> 00:14:04,832 You brought me back, Stark. 188 00:14:04,912 --> 00:14:05,896 Ultron? 189 00:14:05,976 --> 00:14:10,016 The destruction I reaped is on your head! 190 00:14:10,240 --> 00:14:12,160 We defeated you! 191 00:14:13,656 --> 00:14:21,296 Did you? Or are you still fighting me in your worst nightmares, and losing? 192 00:14:36,400 --> 00:14:42,144 I feed upon your fears, your emotions. Yes! 193 00:14:42,624 --> 00:14:45,192 My full power has returned! 194 00:14:50,152 --> 00:14:52,808 The Squadron Supreme destroyed their own planet. 195 00:14:52,888 --> 00:14:58,544 And now, Avengers, you will be responsible for destroying yours! 196 00:15:00,488 --> 00:15:06,216 Behold, Avengers, as I make your worst nightmare a reality! 197 00:15:08,032 --> 00:15:10,960 You think you're infallible, but your mistakes- 198 00:15:11,040 --> 00:15:15,272 Iron Skull, Thanos, me--nearly destroyed the world! 199 00:15:15,352 --> 00:15:15,852 Talk about 200 00:15:15,932 --> 00:15:17,055 hitting where it hurts. 201 00:15:20,345 --> 00:15:21,729 I know this isn't real! 202 00:15:21,809 --> 00:15:27,577 You've always treated me as if I wasn't there. You abandoned me! 203 00:15:28,097 --> 00:15:30,713 Very noble of you, protecting Midgard when you didn't 204 00:15:30,793 --> 00:15:34,073 even protect your own brother as a child. 205 00:15:37,385 --> 00:15:41,329 I left you alone, Avengers; you should have done the same to me! 206 00:15:44,937 --> 00:15:48,577 Bill, stop using the prism before you destroy the whole planet! 207 00:15:48,889 --> 00:15:52,193 You don't understand. I've never had control of the prism! 208 00:15:57,259 --> 00:15:59,069 They need back-up now! 209 00:16:00,239 --> 00:16:02,779 I must have dug too deep into the security system. 210 00:16:02,859 --> 00:16:05,013 It triggered the Citadel's self-destruct. 211 00:16:05,093 --> 00:16:06,565 Thanks for no warning! 212 00:16:21,755 --> 00:16:26,095 Great! The Citadel's flooded. Waterlogged databanks tell no tales. 213 00:16:26,175 --> 00:16:29,621 No worries, Hawkeye. This wasn't my first emergency back-up. 214 00:16:34,117 --> 00:16:36,901 No! Please stop. You're better than this. 215 00:16:47,477 --> 00:16:50,117 All right. That's it, Bucky. I won't fight you. 216 00:16:50,389 --> 00:16:51,885 I won't give you the power. 217 00:16:53,789 --> 00:16:56,597 Then you will be destroyed! 218 00:16:56,677 --> 00:16:58,917 Bucky, you're right. I failed you. 219 00:16:58,997 --> 00:17:02,797 And I will live with that forever. I accept that burden. 220 00:17:04,997 --> 00:17:06,237 No! 221 00:17:09,493 --> 00:17:11,573 Let's do whatever Cap did. 222 00:17:11,653 --> 00:17:13,229 Well put. 223 00:17:13,573 --> 00:17:16,941 Loki, I regret not doing more for you. 224 00:17:17,213 --> 00:17:20,285 There is a part of me that does not believe you can ever be good. 225 00:17:20,917 --> 00:17:22,629 But I will never lose hope. 226 00:17:30,901 --> 00:17:34,461 Ultron, I don't know everything. There, I said it. 227 00:17:34,541 --> 00:17:37,364 Sometimes I act before I think, and because of that, 228 00:17:37,444 --> 00:17:38,855 I put the whole world at risk. 229 00:17:38,935 --> 00:17:41,370 But that is something I can and will fix. 230 00:17:45,674 --> 00:17:51,538 You will not stop me, Avengers! If I cannot find peace, no one can! 231 00:17:51,746 --> 00:17:53,338 Well, I'm out of ideas. 232 00:17:53,418 --> 00:17:57,946 Avengers, Ant-Man was right! Spectrum's not a villain. 233 00:17:58,218 --> 00:18:00,938 Things have sort of changed since I talked to you last. 234 00:18:01,018 --> 00:18:03,266 No your gut instinct was dead-on. 235 00:18:04,050 --> 00:18:07,866 This isn't you. The prism, it's controlling you! 236 00:18:08,538 --> 00:18:10,338 It's too late for me. 237 00:18:11,770 --> 00:18:15,002 Ant-Man understood and now the rest of us do, too. 238 00:18:15,082 --> 00:18:17,354 You couldn't stop your own planet from blowing up. 239 00:18:17,434 --> 00:18:19,602 But you can stop it from happening again! 240 00:18:21,090 --> 00:18:23,986 You can't force me to destroy our planet! 241 00:18:24,066 --> 00:18:26,386 You're acting like you have a choice. 242 00:18:31,410 --> 00:18:36,210 We can't do this! I refuse! 243 00:18:36,290 --> 00:18:40,226 You don't control the Power Prism, Spectrum. He controls you. 244 00:18:41,274 --> 00:18:43,002 No! 245 00:18:45,810 --> 00:18:51,594 The Prism picked me! I cannot choose to be rid of him! He's part of me! 246 00:18:51,674 --> 00:18:53,778 So that's why you wanted the power amplifier. 247 00:18:53,858 --> 00:18:57,274 Not to amplify the Prism, to increase your control over it. 248 00:18:57,474 --> 00:18:59,778 But now it's too late. 249 00:18:59,858 --> 00:19:02,570 It is never too late to correct your mistakes. 250 00:19:02,650 --> 00:19:05,602 Let go of your fears. You can do this. 251 00:19:20,930 --> 00:19:22,530 Doctor Spectrum! 252 00:19:26,586 --> 00:19:27,978 Call me Bill. 253 00:19:36,002 --> 00:19:41,586 Welcome back. I knew it was only a matter of time before you abandoned him. 254 00:19:43,010 --> 00:19:50,474 No. He was only baggage. You no longer need a host. Finally. 255 00:19:51,018 --> 00:19:56,194 The true Doctor Spectrum revealed and the next step of our plan is complete. 256 00:19:56,770 --> 00:19:59,394 Welcome to the Squadron Supreme. 257 00:20:01,386 --> 00:20:02,562 It's a great idea. 258 00:20:02,642 --> 00:20:06,330 S.H.I.E.L.D. needs qualified scientists to help crew their space explorations. 259 00:20:06,410 --> 00:20:08,738 And maybe help you start a new life on another planet. 260 00:20:08,818 --> 00:20:10,514 I just wanna thank you for saving me. 261 00:20:11,034 --> 00:20:12,962 I thought I'd be trapped by the Prism forever. 262 00:20:13,154 --> 00:20:16,066 You saved yourself. We just reminded you who you really are. 263 00:20:16,146 --> 00:20:17,601 It was more than that, Avengers. 264 00:20:17,736 --> 00:20:20,468 Even after all I'd done, you still believed in me. 265 00:20:20,548 --> 00:20:24,423 I think we've all learned not to judge based on our past mistakes. 266 00:20:25,863 --> 00:20:27,629 So that's another one down. 267 00:20:27,709 --> 00:20:30,464 Who wants to help me get the next guy on my list? Anyone? 268 00:20:34,744 --> 00:20:35,646 Whoops. 269 00:20:37,035 --> 00:20:39,333 A simple "no thanks" would have done.