After Captain America leaves the Avengers following Iron Man withholding recent information about Ultron, Roxxon is attacked by a rebuilt Super-Adaptoid who is being controlled by Ultron. The Avengers and Spider-Man fight Super-Adaptoid until Captain America arrives where Ultron takes control of the S.H.I.E.L.D. drop team that is made up of Life Model Decoys. Afterwards, Ultron takes control of Avengers Tower and Iron Man's Hall of Armors. When Ultron takes control over Stark's satellites to launch missiles, Iron Man destroys Avengers Tower and his tech to avoid it. After Spider-Man upon being unable to convince Captain America and Iron Man to not argue, the Avengers are divided into two teams, one lead by Tony having Hawkeye and Thor on his side, and other lead by Captain America having Black Widow, Hulk and Falcon his side. At the end of episode, it is seen that Ultron's first mission of disassembling the Avengers is done successfully.