Appearing in 1st story
- Stark Industries
- Jane Foster (Cameo)
- Winter Soldier (Bucky Barnes) (Photo)
Races and Species:
- United States of America
- United Kingdom
- Black Widow's Gauntlets
- Hawkeye's Bow and Trick Arrows
- Iron Man Armor MK XLIII (First appearance)
- Captain America's Shield
Synopsis for 1st story
In Khartoum, Sudan, two Hydra agents plan to meet with Dr. Jensen, who has made a breakthrough with Chitauri technology, in Port Sudan. Just as they get into the cockpit, Black Widow appears and slams the door shut, knocking the enemy agents out and commandeering the plane. Meanwhile, at Jensen's lab, the mad scientists achieves success with her experiment.
At a classified S.H.I.E.L.D. archery range, Hawkeye receives an update from J.A.R.V.I.S. from Widow. Soon all of the Avengers are pulled away from their preoccupations to answer the call.
Black Widow arrives at Port Sudan first and finds an entire army of Hydra on guard. The Avengers' Quinjet touches down and is immediately attacked. Cap, Thor, Iron Man and Hawkeye quickly leap into action. A squad of Hydra agents spot Bruce Banner hiding in the Quinjet and open fire on him, only for Banner to transform into the Hulk. Jensen joins the battle, believing her minions have the Avengers on the run, but Cap begs to differ. A Hydra agent urges the mad doctor to get to safety but she refuses, arrogantly believing the Chitauri tech gives Hydra the power of the gods. But the Hydra soldiers choose to retreat as Black Widow joins the party. Jensen picks up a pair of Chitauri blasters and starts firing on the Avengers, only for Hawkeye to take out her power pack with a well-placed arrow, enabling the Avengers to win the day.
Appearing in "The Old Order Changeth!"
- Giant-Man (Henry Pym) (Leaves team)
- Wasp (Janet Van Dyne) (Leaves team)
- Iron Man (Tony Stark) (Leaves team)
- Thor (Leaves team)
- Captain America (Steve Rogers)
- Hawkeye (Clint Barton) (Joins team) (Main story and recap)
- Quicksilver (Pietro Maximoff) (Joins team)
- Scarlet Witch (Wanda Maximoff) (Joins team)
- Masters of Evil
- Baron Zemo's Mercenaries
- Elendil (Black Knight's horse)
- NYPD (Main story and recap)
- Black Widow (Natasha Romanoff) (Recap)
- Sub-Mariner (Namor McKenzie)
- Brotherhood of Evil Mutants (Recap)
- X-Men (Recap)
- Bill (Reporter) (First appearance)
- General Curtiss (Mentioned)
- Kang the Conqueror (Nathaniel Richards) (Cameo)
- Mole Man (Harvey Elder) (Cameo)
- Immortus (Cameo)
- Hulk (Bruce Banner) (Cameo)
Races and Species:
- Asgardian-Storm Giant Hybrids
- Atlantean-Human Hybrids
- Mutants (Recap)
- Unidentified dimension
- Asgard (Mentioned)
- Giant-Man's Suit
- Wasp's Suit and Bio-Synthetic Wings
- Iron Man Armor MK II
- Melting Ray MK I
- Black Knight's Power Lance
- Captain America's Uniform and Shield
- Hawkeye's Suit,Bow and Trick Arrows
- Black Widow's Suit (Recap)
- Scarlet Witch's Suit
- Quicksilver's Suit
- Magneto's Helmet (Recap)
- X-Uniforms (Recap)
- Kang Armor
Synopsis for "The Old Order Changeth!"
The battle from the previous issue continues but the Avengers are hindered as there are too many civilians lose by for them to let loose. Thor creates a dimensional space warp which transports the Melter, the Black Knight and themselves to another dimension. The Executioner and the Enchantress manage to escape since, as Asgardians themselves, they knew what Thor was attempting. The Melter and Black Knight are easily captured in the other dimension.
Meanwhile Captain America and Rick Jones bury Zemo and escape his troops. They make their way through the rainforest to reach an airport.
When the Avengers hold their next meeting, Thor is MIA (he's gone to Asgard). Wasp remarks that she needs a break from the constant danger of Avengers' missions. Giant-Man and Iron-Man consider disbanding the team.
Just then, an intruder breaks into the mansion and ties up their butler. The intruder is Iron-Man's foe Hawkeye, who applies for membership. He relates how he and the Black Widow were duped into working for Soviet spies but now he wishes to repent by fighting alongside the Avengers. He demonstrates his archery prowess by freeing the butler from his bonds with a trick shot.
Iron Man, Giant-Man, the Wasp and Hawkeye hold a press conference in which they announce they are looking for new members. Afterwards, they journey by sub to Atlantis and ask the Sub-Mariner to join but he refuses. In Switzerland, the Scarlet Witch and Quicksilver learn the the Avengers are recruiting new members. They write a letter to apply. After traveling by cruise ship to the U.S., Tony Stark picks up the mutant siblings. Quicksilver demonstrates his speed by beating Stark's car to the mansion on foot. He even stops to allow the car to catch up to him.
Captain America and Rick return just as Wanda and Pietro are being inducted. He is devastated to hear that Iron Man, Giant-Man and the Wasp have all decided to take a leave of absence. Cap will be the full-time leader of the new team. Iron-Man's last piece of advice to Cap is that the new team ought to track down the Hulk and convince him to rejoin the team as they could use his sheer strength.
Iron-Man and (separately) Giant-Man and the Wasp all depart. The new Avengers team of Captain America, Hawkeye, Quicksilver and the Scarlet Witch reveal themselves to the public while the world (including many villains) wonder if the Avengers will become a weaker or stronger force.
• Before next summer’s blockbuster film, join the Avengers – Captain America, Iron Man, Thor, Hawkeye, Black Widow, and the Hulk-- as they set off on an all-new adventure against a secret Hydra splinter cell!
• Black Widow’s discovered a startling development, but what exactly is Hydra up to?
• It’ll take teamwork to topple Hydra’s latest plot…but only one Avenger has the skill needed to save the day!
• PLUS: Reprinting Avengers #16, presenting the story that brought Quicksilver and Scarlet Witch onto the team for the first time!
• PLUS PLUS: This cover will be featured as an AVENGERS COLORING POSTER.
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