Dr. Doom and the Masters of Evil launc an attack on the S.H.I.E.L.D. Helicarrier U.N.N. Alpha. Nick Fury sends out a distress call to all available super heroes for assistance. Captain America, Thor, Spider-Man and Wolverine respond to the call. Along with the other heroes, they save the Helicarrier from the forces led by Scorpion, Bullseye, Winter Soldier, Radioactive Man, and Fin Fang Foom.