Skrull scientists begin to experiment on samples of some of Earth's greatest heroes. Finally managing to create Skrulls that are undetectable when they transform into their human form. The Skrull Queen decides to play a part in the invasion and takes the form of Spider-Woman.; The Skrulls begin their invasion of New York. The Young Avengers try and hold them at bay and gain support from the Initiative. However it is not enough and just as all seems lost, Nick Fury appears! Meanwhile Queen Veranke takes care of Echo and sets her sights on Iron Man.; The heroes begin to battle their Skrull copies, Spider-Man is tossed away and finds himself at the mercy of Ka-Zar. He is told how a group of Skrulls disguised as SHIELD agents were mining for vibranium. Spider-Man convinces them to help the others fight the Skrulls.