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Avengers: Earth's Mightiest Heroes (Animated Series) Season 1 5

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Wasp
Okay, stop. What is that?

Thor
'Tis some kind of...of. That is a very big head.

M.O.D.O.C.
I am M.O.D.O.C.. I am the ultimate in human/machine interface. I am Designed Only for Conquest.

Wasp
Whatever you say freakshow.

M.O.D.O.C.
Be Silent!

Thor
Like a Frost Giants head on an infant's body.

Appearing in "Everything Is Wonderful"

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Synopsis for "Everything Is Wonderful"

Tony Stark is in his office working on a new gadget and pretending to listen to a personal appeal by Simon Williams, the founder of Williams Innovations, to not buy out his company. Unfortunately, his plea is completely in vain as Stark already did it fifteen minutes ago.

Smooth. Real smooth. Hank also thinks so and calls Tony out on his callous disregard of other peoples' feelings. Stark offers to discuss feelings with Jan over dinner, so to speak, visibly annoying Ant Man. Speaking of Wasp, she and Thor are busy chasing an AIM team after busting up another arms sale. Wasp gets Thor to damage their transport and force it to head for home, then follows them back to their secret hideout.

Captain America gets a visitor in the lobby who asks for him personally: Director Nick of SHIELD. After leading him on a twisty-turny journey to a secret safe house, Nick presents Cap with his old motorcycle as a gift and reveals that his father was Sgt. Jack Fury, leader of the Howling Commandos. It turns out even Nick Fury grew up admiring the Cap and promises that SHIELD will always be there to back him up.

It also seems that Simon Williams has an ally of his own in the form of his brother Eric, better known as the Grim Reaper. He gives Simon an introduction to AIM and its chief scientist, MODOK, who promises to remake him into something capable of destroying even Iron Man. Simon is sceptical and MODOK amends his statement; Simon will retain everything that makes him a unique individual while being suffused with pure Ionic Energy. Sufficiently convinced, he agrees to the process, leading back to the episode's Cold Open where Thor and Wasp interrupt the experiment and MODOK's mental bolt alters the process and turns Williams into a being composed entirely of pure Ionic Energy. Williams pays no attention to the rest of them, preferring to go after Tony Stark.

Iron Man is saved from the ensuing Curb-Stomp Battle by Ant Man who, in spite of their differences, holds Simon off while Stark gets another suit. Amazingly, Pym is able to talk Simon down but Iron Man shows up in a much larger suit and what follows really needs no explanation. Just as he is about to finish Iron Man off, Simon starts to break down and the two superheroes rush to save him by putting him in the Arc Reactor powering the Stark Industries building, but it is too late. Simon dissipates right in front of them. For the first time, Tony seems genuinely regretful and explains that he bought out Williams Innovations in order to save it from bankruptcy; he wanted to work with Simon, not destroy him.

Later on, Simon is reconstituted by the Enchantress and added to her growing list of pawns...

Notes

This episode is based on Avengers #9

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