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Powerless is the 15th episode of Season Two of Avengers: Earth's Mightiest Heroes and the 41st episode of the overall series.


Loki remains a prisoner of the Midgard Serpent for his crimes against Asgard. He smoulders with hatred for the Avengers, until the Enchantress offers him a chance at revenge. Can the three Avengers regain their powers in time?[1]


Loki is still being tortured by the Midgard Serpent when the Enchantress, who has broken her mind control, and has Surtur's power boost, visits him in his prison and gives him a chance to get his revenge on the Avengers. The Wrecking Crew battles Thor, Iron Man, Captain America, and Hawkeye when suddenly a big storm appears in the sky.

The storm strikes Thor, Iron Man, and Captain America and makes them unable to use their powers. Iron Man is now in the Mark I Armor and is not a genius anymore so he does not know how to get the armor to work. Thor is now a mortal. Captain America no longer has the Super Soldier Serum. Hawkeye wasn't affected by the storm, which was Enchantress' spell, because Clint Barton doesn't have super powers; but has his bow, arrows and martial arts. Enchantress places Loki's soul in the Destroyer and sends him to Midgard. Hawkeye protects the powerless heroes as they flee to the subway.

The Wrecking Crew chases them. Loki takes them down and goes after the Avengers. They fight Loki until Thor finds his inner strength and he, Iron Man, and Captain America regain their powers. They defeat Loki and he returns to the Midgard Serpent. Enchantress tells him that he will be tortured till the end of time. She informs Surtur that Loki couldn't defeat Thor as the Fire Demon Lord has planned. Surtur tells her Ragnarok will begin soon. Meanwhile, Iron Man places the Destroyer armor in a container in Avengers Mansion as a trophy.




  • This the first known episode written by Man of Action (Joe Casey, Joe Kelly, Steven T. Seagle and Duncan Rouleau), the same developers from Ultimate Spider-Man, and the creators of Cartoon Network's Ben 10 and Generator Rex franchises.
  • In this episode, Loki says "The day my brother learns humility is the day a frost giant breathes fire." After being placed in the Destroyer, Loki "breathes" fire, and Loki is a frost giant. This also happens to be the day Thor learns humility.
  • Final appearances of Loki, Amora the Enchantress, The Wrecking Crew (which consists of the Wrecker, Bulldozer, and Thunderball this time since Piledriver appears to be missing for an unknown reason), and Surtur.
  • Only appearance of the Destroyer.
  • This episode could have been the Season 2 finale for some streaming channels, but the episode is number 15.
    • This episode was originally listed as the series finale on Disney Plus (Disney+), this was later fixed.



Loki: Did you risk the wrath of Odin by coming here just to torment me Enchantress?

Amora: Mmm torment Loki? I thought you would appreciate the view. Besides getting into your father's prison without his notice is but the least of what I can do. - Amora threatens Loki

Remember the terms of our deal, trickster. Destroy Thor, and I will free you from this prison. Bid farewell to your brother for me." - Amora

"I hope you savored your freedom. You may never taste it again" - Amora after tightening Loki's binds and leaving him in his prison.

"Christmas came early." - Wrecker.