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Who Do You Trust? is the 7th episode of Season 2 of Avengers: Earth's Mightiest Heroes and the 33rd episode of the overall series.


The Avengers are torn apart when Nick Fury returns and reveals that the shapeshifting alien race, the Skrulls, have begun infiltrating Earth after exposing of what happened to Madame Viper.


Maria aiming at Fury and Mockingbird

Maria aiming at "Mockingbird" and Fury.

In the S.H.I.E.L.D. Helicarrier, Maria wakes up and is taken hold by "Mockingbird". Maria tries to break free, but her attention is pays to the return of Nick Fury. He warns her about the Earth that is in danger, he gives a disc that contains the information of all that he knows. He explains that she cannot trust SHIELD and the government and that A.I.M., Hydra and the superheroes have been Infiltrated. Fury escaped with Mockingbird with a flash bomb. The S.H.I.E.L.D. agents came to check on the director and Maria looks at the disc.

In a pizzeria, Tony, Steve, Clint, and Jan are celebrating on the new members of the Avengers, Carol. She thanks them and wonders who is guarding the mansion. Steve explained that Hulk is on duty, which surprises Carol, but makes her at ease to explain that Black Panther is there to watch on the Hulk. In the headquarters, Black Panther is silently meditating, which bores the Hulk.

Quake using Griffin

Griffin hurting from Quake's powers.

Quake is exercising in a park, amen she stops to tie her shoes while Griffin is approaching her. Quake asks for Griffin's help, but the beast does not understand her and attacks her. She uses her quake powers on his ear, giving him ear pain and leaves the scene.

In the pizzeria, Carol explains her college years and her times in the army. They get along with each other, until Griffin attacks the city nearby and they go after except Tony who is waiting for his armor. The waitress of the pizzeria gives Tony the check and tells her to take another tex boxes of pizza. The waitress tells him that he will not go anywhere and Tony sees it is Black Widow and is knocked unconscious by her. She reports that she has Tony Stark. Tony is brought to an unkown location and wakes up and sees Black Widow and wonders what is going on. Tony notices Fury and asks what is happening. Nick Fury tells they are his personal safehouse where S.H.I.E.L.D. even do not know about it. Fury leads Tony to the back room and shows the Madame Viper Skrull. Nick Fury explains that they found the Madame Viper Skrull, when Hawkeye invaded Hydra island along with Mockingbird, Black Panther and Captain America. After destroying the dome, Mockingbird went after Viper and knocked her unconscious and the body changed into a Skrull. She kept it quiet and gave her to Fury.

Madame Hydra Skrull 5

Madame Hydra (Skrull) deceased.

Tony wonders how they know it is a Skrull. Fury shows a communication device. They tracked the source locations of the communications, they were in the Helicarrier and in the Avengers, which shocks Tony.

In the city, Captain America riding on his motorcycle brings Griffin to the sky. the rest of the team go after him in the sky and attacks him. Griffin shakes off their attacks and goes after Ms. Marvel and lands in a park. The team motivate Ms. Marvel to do this on her own (Hawkeye in particular seems to regard this as hazing the newbie).


Ms. Marvel holding the Griffin off.

Meanwhile, in the safehouse, Mockingbird continues the explanation of the suspicousness of the Skrull in the Avengers. She explains that when Hawkeye and Mockingbird were taken hostage and about to be executed by Baron Strucker, Madame Viper suggested to keep Hawkeye alive, since he could be useful, so they suspect Hawkeye to be a Skrull.

Tony does not believe this and remarks that he knows Hawkeye. Black Widow tries to convince Tony that the Madame Viper Skrull was exactly the same as the original as well as her memories. Tony gets confused and leaves the safehouse.

In the Avengers Mansion, Iron Man watches the return of the Avengers who were fighting against Griffin. The Hulk saw they returned and he complained about the lack of food brought home. Black Panther notices that Iron Man was hiding and asks for him to show himself. They wonder what is wrong and Iron Man asks them who the Skrull is. He tells the story that Fury explained to him. Hawkeye suspects that Fury also suspected someone and Iron Man tells it was him, who he suspects.

Distrust in the team

Distrust in the team.

Hawkeye tries to convince the team that he is not the mole, but Ms. Marvel wants to check on Hawkeye in the Damocles, and the latter rejects it. Wasp tries to stop them from fighting each other, but Iron Man interrupts them and distrusts Hawkeye as well. The Hulk interrupts as well and supports Hawkeye. They fight each other until Iron Man stops and tells them he can not trust them anymore since anyone could have been replaced by a Skrull and leaves the Avengers. Ms. Marvel and Black Panther also leave and the remaining members also want to leave, except Wasp and Captain America (Skrull) who stops them and should remain as a team. Hawkeye and Hulk accept it and Wasp thanks him and they remain as the Avengers.

Nick Fury and Quake are watching them, and Nick Fury tells Quake that he has what he wants. He tells Quake that Iron Man has put the Skrull in a position where he can mess up and reveal himself and tells Quake to wait until the Skrull makes a wrong move. In Wakanda, Black Panther dons a cape and sits on his throne. He issues a order to Dora Milaje to prepare for an invasion.

The Skrull bowing before his queen

The Skrull bowing before his Queen.

Ms. Marvel is in the Damocles, a S.W.O.R.D. agent approaches asking for a report. She tells him that there is no report. Tony is sitting in his office looking at his helmet and angrily throws it at the wall. In a warehouse, Captain America reports that the plan is working (even though it would've taken a while), and Mockingbird comes out of the shadows revealing it to be the Skrull Queen.


Voice Actor Role(s)
Colleen O'Shaughnessey Wasp
Eric Loomis Iron Man
Brian Bloom Captain America (Skrull)
Alex Desert Nick Fury
Fred Tatasciore Hulk
Chris Cox Hawkeye
Eg Daily Mockingbird (Veranke)
Jennifer Hale Ms. Marvel
James Mathis III Black Panther
Vanessa Marshall Black Widow


  • Nick Fury mentioned the invading of Hydra Island, which happened in "Widow's Sting".
  • Iron Man mentioned that Captain America could be a Skrull when they found him which happened in "Living Legend", Carol who worked with an alien which happened in "459" and Panther who gathered information on the Avengers which also happened in "Living Legend".


  • This episode is similar to the storyline of "Who Do You Trust" storyline in Secret Invasion.
  • The fact that some of the members of the Avengers leave the team is strangely similar to Avengers #16 where most wanted to leave for one reason (mistrust/wanting to stop "heroing"), leaving 4 avengers left, all are similar to one another (Skrull Cap/Cap are both being Captain America, Hulk/Quicksilver are both green, Wasp/Scarlet Witch are both girls, and Hawkeye/Hawkeye are both being Hawkeye).


  • When Wasp and Hawkeye were watching Ms. Marvel battle the monster in one scene Wasp had her wings despite when at her normal (and a bigger) size her wings disappear.
  • When Ms. Marvel, Hawkeye, Wasp, and Cap are laughing, their mouths don't move.


  • Quake: I've been looking for you, Mr. Horton. You probably can understand me but I need your help. I need you to do something for me. But the only way to giving you worst earth ache in your life. Sorry.

  • Quake: This is Quake phase one is a go.

  • Tony Stark: I'm going to need about ten pizza's to go. Hulk will tear me apart if I don't come without any food.

  • Black Widow: This is Widow. I got him.

  • Tony Stark: Widow, what's going on? Where am I?

  • Tony Stark: Fury? What's going on here? Where have you been all this time? What's a Black Widow doing here?

  • Tony Stark: Stop. Just, just back up. Start of the beginning Where did this thing come from?
  • Quake: Uh, space.

  • Mockingbird: Viper hit the ground I was going back to help your team. But then I saw it Viper change right in front of me. She change into this.

  • Quake: I can't believe he just came out an aspirin if they were skrulls.

  • Quake: Oh, great accept revealing you involved. Many lefts Skrulls know there on to them.

  • Quake: So, what now?

  • Captain America (Skrull): Soon Earth will be ours... My queen.


External links[]

Previously produced episode:
""The Ballad of Beta Ray Bill""
The Avengers: Earth's Mightiest Heroes
Next produced episode:
""Nightmare in Red""
Previously aired episode:
""Michael Korvac""
Next aired episode:
""The Ballad of Beta Ray Bill""