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Infiltration is the 11th episode of Season Two of The Avengers: Earth's Mightiest Heroes and the 37th episode of the overall series.


The shape-shifting aliens known as the Skrulls begin their invasion of Earth, starting with Wakanda and only Ms. Marvel is there to stop it. But how do you fight your enemies when they look just like your friends?


On the Damocles, a Skrull shuttle is discovered and tracked as it comes out of hyperspace in a near-Earth orbital approach. Ms. Marvel mobilizes and is in hot pursuit, re-entry friction being what it is. When the craft is positively identified as Skrull, Ms. Marvel calls upon the Avengers to assemble. The Skrull ship lands in Wakanda, and out walk... the full team of Avengers?


The Avengers "reunite" with Ms. Marvel.

This team claims to have been ambushed by the Skrulls as they were returning from Asgard, captured then taken to a Skrull prison ship from Saturn's Moon Titan, which is the home planet of its lord Thanos. So escaping, they stole a Skrull shuttle and made it back home. Their landing has not gone unobserved by the Wakandans but however, they're under observation.

Doctor Doom And Iron Man

Doctor Doom wants to give Iron Man a special device to his armor so he can find out which Skrull is in disguise.

The real Tony Stark has been in seclusion, ignoring the outside world for weeks, working on multiple attempts at creating an alien life form detector, without success. Stark lunges for his helmet as some force carves a hole in his lab wall - it is Doctor Doom, and decides to pay a visit and have a word with him about the Skrull exposing.

The Skrull Avengers explain to Ms. Marvel that Wakanda is the true goal of the Skrull invasion; they want the Vibranium Mound. They convince Ms. Marvel to help them stop the Skrulls.

Nick Fury is studying his bulletin board of Skrull suspects, and is joined by Quake. She reports that while the Hulk was taken by the Hulkbusters four days ago, he seems to have vanished off the grid.

The Skrull Avengers approach a Wakandan city, and are confronted by King T'Challa, the real Black Panther who's using his father's outfit that has a necklace and a cloak, and his guards (which appear to be the Dora Milaje in combat armor). T'Challa gives orders that some of the intruders must turn back and leave or they'll be destroyed. Ms. Marvel, confused, steps between the two forces and calls for calm; the Black Panther's troops, weapons, mechs, tanks and missiles rise from the tall grass and they're ready to fire!

At Stark's lab, he and Doom tussle, but ultimately talk. Doom tells Stark that Doom knows what Stark has been working on - a Skrull detector. Dr. Doom gives Stark a chip which will allow his detector to do a genetic reset on a Skrull, exposing their true forms and their true nature, but that is all the help Doom will give him - fighting the Skrulls is beneath him, and what lackeys like Stark are for.

Captain America Has Been Replaced

Nick Fury discovers that Captain America has been replaced by a Skrull.

Fury reviews the footage of Captain America (Skrull) talking the Hulk into surrender after the Red Hulk escape, as well as another footage of Captain America starting a fight with the Kree (even though Ronan the Accuser is evil) of yelling "Avengers, attack!" instead of "Avengers Assemble!", and determines that he's been replaced.

Ms. Marvel and the Skrull Avengers fight the Black Panther and the Wakandan defense, which includes gun emplacements, battle robots, Dora Milaje and the soldiers. Hawkeye (Skrull) is about to kill the real Black Panther, when he's struck by an arrow himself. The real Avengers have arrived are Hawkeye and Wasp from the Quinjet.

Stark has integrated Doom's chip into his armor as he and Jarvis need to put Dr. Doom on a Christmas Card list for helping him, and the Black Widow startles him, bringing a request that Stark should meet with Fury immediately about finding out that Captain America is being replaced as well as they sense their real Steve Rogers escapes with other prisoners.

The Avengers battle their doppelgängers. The Thor (Skrull) is knocked from the sky by a Wakandan battle-tank, and the mechanical Mjolnir explodes. The fake Thor is exposed, just after the Black Panther has defeated his Skrull imposter, and exposes him as well. Ms. Marvel now joins the real Avengers, and the battle against the remaining Skrulls is short-lived, with Iron Man (Skrull) explaining everything to them before meeting their defeats. The Black Panther declines to rejoin the Avengers because Wakanda is his duty to his father, and Ms. Marvel tries to persuade him, but fails.

Nick discovers that Mockingbird didn't tell him about the Hulk's attack on the Helicarrier, also figuring out that the imposter is really the evil Queen Veranke, who then blasts Fury, Quake and the Black Widow unconscious before activating a virus in the Iron Man MK 9 armor, shutting down Iron Man. She issues the final invasion orders. Soon, the Real Captain America with the prisoners must save the day and help their allies in trouble.




  • Loki's War is mentioned in the episode.
  • Doctor Doom mentions the Skrull scanner he built in The Private War of Doctor Doom.
  • The episode continues on with the Skrull invasion storyline.
  • Multiple facts from Nightmare in Red are mentioned in the episode.
  • When the real Wasp and the real Hawkeye came from the Quinjet to help Ms. Marvel and the real Black Panther, Wasp tells Ms. Marvel that Captain America, the real one who escapes the prison with the others like Invisible Woman, Madame Viper and more, is sending them to help.


  • This is the first appearance where King T'Challa, the real Black Panther, is using his father's outfit that it has the cloak and the necklace since the micro episode "Welcome to Wakanda" and the full episode "The Man in the Ant Hill".
  • This episode is based on Secret Invasion #1 to #4.
  • When Titan is one of Saturn's moons, Thanos could be mentioned in this episode.


  • S.W.O.R.D. Agent: Ms. Marvel, what is your status?
  • Wasp: Avengers Assemble! But only the human ones.
  • Quake: Director Fury.
  • Nick Fury: I'm not a Director of S.H.I.E.L.D. anymore, Daisy.
  • Quake: Understood, Director. I got in-tell something. S.H.I.E.L.D.'s keeping him quiet. The Incredible Hulk was captured by Ross' Hulk busters 4 days ago, but there's no trace of them. He's off the grid gone.