The Black Widow passes a lie-detector test and is set free. Meanwhile, the other Avengers attack the base. They gradually make headway, and Captain America is trapped and made to fight one-on-one with the Red Guardian. Hawkeye manages to escape and joins in the fighting. Captain America loses his shield but gains the upper hand, and Colonel Ling electrocutes him. The Red Guardian is unhappy that Captain America was defeated so dishonorably. Black Widow tries to disable the Psychotron, but is shot at by the Colonel. The Red Guardian leaps in the way and takes the shot and the Black Widow completes her task. She is then shot just as Hawkeye runs in and catches her. With the Psychotron disabled Hercules is free again and breaks out the base, with Hawkeye and Captain America following.