In the aftermath of the Skrull Invasion, Norman Osborn became head of the Fifty-State Initiative, the Thunderbolts Initiative and S.H.I.E.L.D.. He disbanded all three with different results. S.H.I.E.L.D. reformed into H.A.M.M.E.R. with Osborn as its Director, the Thunderbolts became a secret black-ops team for him and his Cabal and the Fifty State Initiative came under his control after its founder, Tony Stark, was blamed for the Secret Invasion and became a hunted fugitive.

Osborn's first action as Director of H.A.M.M.E.R. was recruiting former S.H.I.E.L.D. business affair operative Victoria Hand as his Deputy Director, while relieving Maria Hill from active duty. Now also in charge of the government sponsored Avengers, Osborn began recruiting new members in his favor due to the resignation of most of the original team. Among his selection were former Thunderbolts Bullseye, Moonstone and Venom due to their loyalty to Osborn during the final battle of the recent Skrull invasion whom he dressed up as other heroes with Bullseye filling the role of Hawkeye, Venom as Spider-Man and Moonstone as Ms. Marvel. Former Mighty Avengers Ares and Sentry remained on the team despite many of their original teammates' departure, offering their full services to their new director, Norman Osborn, with Sentry being offered help with his mental problems, and Ares merely following his new leader.