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The Ballad of Beta Ray Bill is the 8th episode of Season 2 of Avengers: Earth's Mightiest Heroes and the 34th episode of the overall series.


While searching for the fire demon Surtur, Thor is attacked by a powerful creature known as Beta Ray Bill, and the unthinkable happens when Bill lifts Thor's hammer of being the next worthy as the two battle. Thor must ally himself with this strange warrior to save Asgard before Surtur and his demon army burn it to the ground.


In a far away galaxy, several planets explode and the Skuttlebutt flies past them. The Skuttlebutt warned Beta Ray Bill of the detected new threats. In the burning core of the planet resides Surtur who is forging the Twilight Sword and he released his Fire Demon army and let them chase after the ship.

In Asgard, Thor worries about his father who was still weak after his sleep with the Tree of Life, which was still healing. Balder asks what is bothering him, which Thor replies that he is still in thought of Jane Foster who lives in Midgard and remembered that his friends the Avengers were more than capable of defending Midgard against the Enchantress. Sif overhears him and frustratedly suggests that Thor should return to Midgard, but before Thor could explain, Odin arrives. He reports to them that Surtur has indeed left Muspelheim, with the seals that have been left, broken off. Sif wonders why he has not attacked Asgard yet, and why he has hidden himself from Odin's sight. The Warriors Three interrupt reporting that something was troubling Heimdall. Odin tries to stand up, but Thor suggests that he is going to seek what Heimdall wants to report.

Heimdall tells Thor that a ship is flying in space from Midgard, emanating Surtur's evil aura. Thor decides that he will go patrol the ship and convinces Heimdall to do so. He leads Thor the way through the Bifrost Bridge and arrives at the ship. Skuttlebutt detects Thor as a demon, which Beta orders to fire at it. Thor evades the attacks and enters the ship. There he discovers an area of species sleeping in pods encased in ice. Bill ambushes the Asgardian, but he prevails by throwing Mjolnir at him. Bill does not give up and lifts the hammer Mjolnir and becomes the next worthy person! Thor is shocked by this revelation and is knocked to the bridge by Bill. He dodges another attack of Bill accidently destroying the engine system of the ship, and crashes on to a meteorite.

Sif reports to Odin that her brother admitted that Thor went after the source of Surtur's evil. Before Bill could finish off Thor, he was teleported by Odin to Asgard. The Warriors Three, Sif, Balder are shocked to see an unknown person wielding Mjolnir and challenges the invader, but Bill easily prevails until Odin gets hold of him. In the Skuttlebutt, Thor watches on the monitor the arrival of Surtur's army. He was then teleported to Asgard warning his father about Bill. Bill is confused about the Asgardians, since he senses their auras are the same as the Fire Demons. Thor introduces himself to Bill and he explains how he was in contact with Surtur's army:

Bill came from the planet Korbin, where the Korbonites resided. They were attacked by the Fire Demons and the star near the planet began to flare. They were forced to flee their planet and the remaining survivors of the Korbonites where placed in cold sleep, inside the Skuttlebutt. Bill was chosen to be the protector of the Korbonites and underwent modifications, becoming Beta Ray Bill. He fled his planet with the Skuttlebutt, but they were persuaded by the Fire Demons, and hides until he can find a safe place for his people.

He wants revenge on Surtur with the hammer Mjolnir, but Odin rejected that since Mjolnir is used by Thor. Balder wonders why Bill could lift up the hammer, which Thor explains that he isn’t the only one to lift it up and anyone who was worthy can lift up the hammer. Bill wants to prove himself to achieve Mjolnir and to protect his people. Sif offers her sword to Bill and Thor also wants to offer his hammer to save his people, but Odin let them know that there is another way. Thor, Bill, Sif and Balder arrive in Nidavellir to ask Eitri to make a hammer for Bill. Eitri is mad at them for not rescuing him and his people when Surtur escaped his prison. Thor convinced Eitri to make a hammer for him, in trade for a favor.

Thor, Bill and Sif arrives at the Skuttlebutt on his chariot. The ship is under attack by the Fire Demons. Thor and Bill with his new hammer Stormbreaker fends off the demons, until the Demon Queen arrives, Thor is surprised to see Amora is possessed by Surtur. Thor tries to free her from Surtur's possession, and the Enchantress temporarily frees herself from him and asks for help. Sif arrives in the ship activating the ship's system, she orders the ship to fly and attack the Fire Demons and the Enchantress. The ship is then breached by the Fire Demons and she exits the bridge to fend off the Fire Demons. Bill and Thor fight together against the Demon Queen, but is impervious against their attacks.

In the Skuttlebutt, Sif fights off against the Fire Demons protecting the sleeping Korbonites along with the ship's weapons system. Sif unleashes her most powerful attack on them, while Bill and Thor also unleashes their hammers at the Demon Queen and thunderbolts defeating the Demon Queen. With the Demon Queen's defeat, the Fire Demons vanishes.

Enchantress is temporarily freed from Surtur and asks Thor to kill her. Surtur takes possession of her and fled the scene. Bill wonders if the Enchantress is gone, which Thor doubts. They return to the Skuttlebutt with Sif reporting that the Korbonites are safe. Bill owes them and Sif offers to travel with Bill, but Bill refuses it since her duties lie elsewhere and can handle the Demons with Stormbreaker. They bid farewell and that they will meet each other again when Surtur returns. Thor leaves with Sif on the chariot, and Sif apologizes to Thor for earlier of the connections to other people, just as Thor's connection to mortals.

At an unknown location, Surtur finishes forging the Twilight Sword. And the Skrull invasion on Earth will continue on the next mission...


Voice Actor Role(s)
Clancy Brown Odin
J.B. Blanc Heimdall
Kari Wahlgren Amora the Enchantress
Nika Futterman Sif
Fred Tatasciore Volstagg
Rick D. Wasserman Thor

Surtur (Recap)

John DiMaggio Eitri
Mick Wingert Skuttlebutt
Nolan North Balder
Steven Blum Beta Ray Bill
Robin Atkin Downes Baron Zemo (Recap)
Non-speaking roles
Fire Demons


  • The Enchantress returns being possessed by Surtur, who abducted her in "Acts of Vengeance".
  • When Asgard is rebuilding and Odin still has powers after his Odinsleep, the Skrull Invasion on Earth will continue in the next episode.


  • This episode marks the first time a single Avenger (Thor) appeared in the series without the rest of the team. This later happens in Prisoner of War that is focusing on Captain America.
  • When Sif enters Skuttlebutt and the on-board weapons system prepare to fire on her, she shouts out the champion authorization code '337' to deactivate it. The number is in reference to Beta Ray Bill's first comic book appearance in Thor issue #337, released in November 1983.
  • The story of this episode is based on the following issue, Thor #338.


  • Before Enchantress is about to knock out Beta Ray Bill with her Fire Magic, Bill was seen holding Mjolnir instead of his Stormbreaker.


  • "For Asgard!" : Thor
  • "For Korbin!" : Beta Ray Bill

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