T’Challa, the Prince of Wakanda, returns from the outside world to learn the kingdom is being attacked by the alien Chitauri. Herr Kleiser, the alien shape-shifter who battled Captain America during World War II, kills T’ Challa’s father in combat and seeks Wakanda’s store of vibranium, the metal the Chitauri use to manufacture their ships and weapons. After becoming King and assuming the alias of the Black Panther, T’ Challa seeks the aid of Captain America. General Nick Fury of S.H.I.E.L.D orders the Ultimate Avengers to assemble, with the exception of Thor (who is unavailable) and the Hulk (his alter ego Bruce Banner is being held in confinement at the Triskelon).

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