A few A.I.M soldiers carry a box that contains the red data-eating machine called the Technovore to a plane. The Technovore struggles to open the box and successfully opens a crack in it. It consumes a gun, there is an explosion and the Technovore escapes. One of the goons shoots the Technovore allowing them to place it in the box, but not before the Technovore claims two A.I.M soldiers. The remaining soldiers carry it back into the box and drag it to the ship.
The scene switches to Tony at Stark Industries. Tony is currently in a status meeting and, he's not listening and he is playing with Cap's new shield. Pepper Potts interrupts and tells Tony that he needs to spend more time with Stark Industries. She reasons and says that Tony is paying for the Avengers out of the money that he gets from Stark Industries. His Avengrs I.D card rings and Captain informs Tony that he and Black Panther are successfully transporting the Iron Man armors. After another brief talk with Pepper, Tony remarks that the only reason that he is doing that is because he wants to protect the people at Stark Industries especially her.
To start their revenge plan off A.I.M drives four sedans to Stark Tower and surrounds it. They activate the systems that are supposed to shut off the power to anything in Stark Tower
Pepper says that Tony is missing his seven o'clock appointment. To his dismay it is Director Maria Hill and she wants the Avengers to register with S.H.I.E.L.D.
Captain American along with Black Panther converse with James Rhodes who is informing them about the armors. Rhodes has his own suit which he uses to protect Iron Man from himself.
The conversation between Iron Man and Maria Hill resumes and Tony points out why the Avengers shouldn't register. Maria says that there are more superheroes popping up and there needs to be accountability, and discipline. She points out that when the Avengers fail S.H.I.E.L.D will come after him and the Avengers. A.I.M chooses that exact moment to shut down the reactor to the Stark Industries. The power goes out and A.I.M enters the building.
Pepper sees A.I.M in the elevator and is captured. They release the Technovore and he reveals that he programmed it to feed on Arc Reactor technology. A.I.M wants the Technovore to feed on the Arc Reactor technology inside Tony Stark's chest.
After trying to escape Tony realizes that everything has been shut down between the perimeter of the devices inside the sedans.
A.I.M then proceeds and goes down to the armors to claim the armors, and tries to download Tony's files and data. They get access to the data and the main arc reactor in Stark Tower.
The Technovore finds Tony and attempts to eat his Arc Reactor, but Maria Hill wards it off with her gun. It then focuses on Maria. It jumps on her, but then Tony throws Captain's new weapon and damages the Technovore. They both start running and encounter some A.I.M soldiers. The A.I.M soldiers panic when they see the Technorvore and start to shoot it. Maria and Tony take this moment to run.
As the battle rages on Captain America says that he needs Rhodes to take his War Machine suit. After more A.I.M goons assemble Rhodes struggles to get to his suit. A missile knocks him off his feet and causes him to tumble.
Tony tries to open a door to escape the Technovore. It appears again and continues to consume Iron Man's Arc Reactor. The Technovore begins to reach its spiked tongues inside the Arc Reactor. Tony begins to scream in pain. Maria saves him by body slamming it off him. He sighs and stands up groaning with pain. Maria pulls out her gun and gets ready to shoot, but the Technovore slithers off into an empty elevator shaft. They try to chase it but it's to quick. Maria pulls out an elevator shaft sliding tool and they both slide down the empty shaft.
Meanwhile A.I.M's attempt to download all the files is successful and they claim the data of Stark Tower. The Supreme asks the team of their progress on the Arc Reactor and the Armor Extraction. The Arc Reactor team responds, but the other team is silent.
War Machine had just finished off the rest of the A.I.M soldiers when the Technovore comes through the door going for the Arc Reactor on the suit. It knocks him over and they The Technovore and War Machine crash into the Main Arc Reactor room. There, A.I.M goons are setting explosives up. Just as they are finishing, War Machine and Technovore crash into the room. The Technovore begins to reach it's tongues into the Arc Reactor as the A.I.M goons turn around to escape the explosives. Black Panther and Captain America as well as Maria and Tony, in his armor arrive and start to defeat A.I.M. Iron Man blasts the Technovore off of Rhodes and they ponder about what to do about the explosives and the Technovore.
Iron Man decides to give the Technovore what it wants. He asks Jarvis to overload the Main Arc Reactor of Stark Industries. The TEchnovore automatically forgets about Iron Man and goes off to feed on the Main Arc REactor. Iron Man pushes the Technovore in. It swallows so much Arc REactor energy that it explodes. The Arc Reactor overloading disarming the explosives in the meantime. War Machine, Maria Hill and Black Panther take shelter behind Captain America's enlarged shield. After The Arc Reactor stops War Machine asks Tony how he knew about the explosives that they woudn't explode when he turned it on on overload. He reveals that the explosives were an invention that he had made.He realizes that Pepper is still in trouble.
As the A.I.M leaders are escaping the data is reclaimed by Maria, Black Panther and Captain America. The Supreme says that he has all the cards because he has Pepper Potts. Pepper elbows him and kicks him in the face, causing him to faint. Tony approaches Pepper who is panicking about the hardrive. Captain America reassures her that they reclaimed it.
Both Maria Hill and Tony both are looking out the window when Tony thanks her for standing with him. She says that it was her job and the Avengers will be registered.