- Iron Man: Ah, scanners are clear, weathers great, everything's quiet, guess that means something awful's gonna happen, huh?
- Black Widow: [thinking] You have no idea. Hm!
- Captain America: She checks out. Natasha Romanoff aka The Black Widow. Freelance agent of S.H.I.E.L.D. We've worked with her before.
- Iron Man: Welcome aboard. Russian, huh?
- Black Widow: Yes, darling.
- Iron Man: Can you do me a favor and say "moose and squirrel"?
- Black Widow: No.
- Hulk: [notices Thor, Falcon and Iron Man looking romantically at Black Widow] Hey, why everybody looking at girl like that?
- Silver Surfer: My comrades behave like they've never seen a female of their species.
- Black Widow: I'm used to it, darling. Happens all the time. I suppose it is something like, how you say, my super power.
- Dr. Doom: Report!
- Black Widow: I have soo much chocolate candy, darling. Do you think eat the caramel or devour the coconut?
- Dr. Doom: What kind of nonsense question is this? The caramel of course. Coconuts displeases me.
- Black Widow: Everything is going according to plan, they suspect nothing.
- Dr. Doom: Well why should they? You are an agent of S.H.I.E.L.D., they have no idea the earlier battle was a ruse staged to fool them into trusting you. Ugh, I despise having to talk to do-gooder heroes!
- [Black Widow morphs into Mystique]
- Dr. Doom: Much better, Mystique. Now go and gather information, report what you find, and do not fail me.
- Mystique: You don't have to order me around!
- [Mystique morphs back into Black Widow]
- Black Widow: The pleasure is all mine, darling.
- M.O.D.O.K.: [to Screaming Mimi] You know, Screaming - can I call you Screaming? I heard from a friend of a friend of a cousin of a friend that Iron Man once said your voice reminds him of fingernails on a chalkboard over a loudspeaker during a train wreck. Iron Man said that, can you believe it?
- Iron Man: I couldn't help but notice that you have a mouth. Do you like Italian food? Cause I know a place... a romantic table, you, me, no beavers?
- Black Widow: Ugh!
- Wolverine: Let me tell you a secret, kid.
- Falcon: [actually Mystique in disguise] Secret? Yes, tell me, what's the secret?
- Wolverine: Never fall for the pretty super hero.
- [snikts one claw]
- Wolverine: Super heroes...
- [snikts the second]
- Wolverine: super villains...
- [snikts the third]
- Wolverine: and back up dancers. In that order.
- Iron Man: Whoo, finally. Last checkpoint. All the fractals are here. Eh, Black Widow, you stand guard, I'll make the deposit.
- Black Widow: Nothing will go wrong on my watch.
- [laughs sinisterly as Iron Man moves into the vault]
- Mystique: And by nothing, I mean everything.
- [shifts into Captain America's shape]
- Captain America: [after knocking down M.O.D.O.K. with his shield] You know what, M.O.D.O.K.? You actually are smarter than they say.
- M.O.D.O.K.: Hey, Cap called me smart. Could you say that loud enough for Dr. Doom to hear?