A new team of young heroes is being trained by several Avengers with questionable pasts. The kids discover that they were all tortured by Norman Osborn to discover the extent of their abilities, and that the Avengers' mission is just as much to keep watch over them in case they turn evil as it is to train them.
Quicksilver sends Arsenal after the students as a training exercise. Later, Finesse tells Dr. Pym that she might be the daughter of the Taskmaster, and tells Quicksilver that she knows he was not replaced by a Skrull duing the Secret Invasion (as everyone else believes) and tries to blackmail him into teaching her the things Magneto taught him in the Brotherhood.
The students are taken to the Raft to meet with the villains in the Thunderbolts program. Hazmat disables the prison power grid and takes Mettle and Veil with her to confront Norman Osborn alone and force him to remove their dangerous and life-threatening abilities.
Hazmat, Veil and Mettle confront Norman Osborn, who tells them he can do exactly what they want. Pym and the other Avengers find them before anything else can happen.
Striker recounts his history to Jocasta. After the team is confronted by an angry Whirlwind, and shown on television news reports, Henry Pym holds a press conference to publicly announce the founding of the Academy.