Avengers (Earth-515)

A whole new parallel reality to that of Earth-616. The lives of many well-known characters have changed, similar to the Ultimate reality. In this reality, superhumans, good and evil alike, are surfacing all across the globe. However, who was supposed to police the world against the evil superhumans. In response, the United Nations Security Council sanctioned, through Operation: Vanguard, a superhuman group to be formed as a special branch of S.H.I.E.L.D. This team could be called in by nations to suppress superhuman threats. This superhuman group would remain mostly autonomous from working under the normal S.H.I.E.L.D. chain of command, and the group would report directly to the five permanent members of the Security Council, as well as the Director of S.H.I.E.L.D. To initiate this new directive, the council allowed the U.S. government to offer the first positions in this new elite group to the superheroes recently surfacing throughout the U.S. The founding team would include Captain America, Iron-Man, Thor, Giant-Man, Wasp, Hawkeye, She-Hulk, and Black Pantheress. Captain America would be appointed as the leader of the group due to his legendary, heroic deeds during WWII, causing him to be well-known throughout much of the modern world. Antonio Stark would offer one of his mansions to act as the base of operations for this elite squad. Under the recommendation of Wasp, the group would come to unofficially call themselves the "Avengers", which eventually caught on in the press.

Avengers Founding Members

 * Steven Rogers (Earth-515) (aka Captain America)
 * Antonio Stark (Earth-515) (aka Iron Man)
 * Thor Odinson (Earth-515) (aka Thor)
 * Henry Pym (Earth-515) (aka Giant-Man)
 * Janet van Dyne (Earth-515) (aka Wasp)
 * Clint Barton (Earth-515) (aka Hawkeye)
 * Elizabeth Ross (Earth-515) (aka She-Hulk)
 * Shuri Udaku (Earth-515) (aka Black Pantheress)

Thunderbolts Founding Members
Eventually the United Nations Security Council decided that it would be in their best interest to have a Black-Ops team of "Avengers" to complete missions that wouldn't appear as "heroic" to the public eye. Therefore, they enlisted superhumans that had a shady past. In turn for years of loyal service, the members of the Black-Ops team would be cleared of their past crimes and then be advertised as repentant heroes to the masses. In a sense, this program would therefore double as a supervillain rehabilitation program. This program would be initiated through Operation: Squall. Hawkeye, a former supervillain himself, would train and mentor this team. Also, this team would come to call themselves the Thunderbolts.
 * Jessica Drew (Earth-515) (aka Arachne)
 * Wanda Lehnsherr (Earth-515) (aka Scarlet Witch)
 * Petrus Lehnsherr (Earth-515) (aka Quicksilver)
 * Natasha Romanova (Earth-515) (aka Black Widow)
 * Victor Shade (Earth-515) (aka Vision)
 * Simon Williams (Earth-515) (aka Wonder Man)
 * Maya Lopez (Earth-515) (aka Echo/Ronin)
 * Melissa Gold (Earth-515) (aka Songbird)

Later Avengers Members

 * Heracles Panhellenios (Earth-515) (aka Hercules)
 * T'Challa Udaku (Earth-515) (aka Black Panther)
 * Greeshma Grant (Earth-515) (aka Tigra)
 * Samuel Wilson (Earth-515) (aka Falcon)
 * Sharon Barnes (Earth-515) (aka Agent 13)
 * Brünnhilde Buðlidóttir (Earth-515) (aka Valkyrie)
 * Carol Danvers (Earth-515) (aka Ms. Marvel/Binary)
 * Namor McKenzie (Earth-515) (aka Rex)
 * Dane Whitman (Earth-515) (aka Black Knight)
 * Captain Marvel
 * Sentry
 * Photon
 * Mockingbird
 * Spider-Woman
 * Spider-Man
 * James Rhodes (aka War Machine)
 * Nova
 * Hellcat
 * Moondragon

Masters of Evil I

 * Red Skull
 * Mandarin
 * Loki Laufeyson (Earth-515) (aka Loki)
 * Egghead
 * Whirlwind
 * Swordsman
 * Leader
 * Klaw

Masters of Evil II

 * Grigori Rasputin
 * Grim Reaper
 * Kingpin
 * Scream (David Angar)
 * Spider-Woman (Charlotte Witter)
 * Ultron