Still trying to restore hope and order to the world after the Skrull invasion, Captain America travels to Wakanda with the Avengers to repair his shield. However a new foe has come to take his shield. The Avengers must now find out where he came from and who sent him before he prevails.

The Avengers are ambushed and captured, one by one, by Ultron's team of synthezoid Avengers as part of the wayward android's plan to rid the world of "flawed" humans, perfect himself, and construct a mate.