- Put away your childish weapons! They are no more than toys to me!
Appearing in "Kang, The Conqueror!"
- Kang the Conqueror (First appearance as Kang the Conqueror)
- 40th Century Kang's Barbarian Army (First appearance)
- NYPD officers
- US Army personnel
- Ant-Man's Ants
- Unnamed General
- The Under-Secretary from the Defense Department
- President of the United States (Mentioned)
- United Nations
- Hulk (Bruce Banner) (Mentioned)
- Doctor Doom (Victor von Doom) (Mentioned)
Races and Species:
- Iron Man Armor MK II
- Captain America's Shield
- Captain America's Uniform
- Kang Armor (First appearance)
- Kang's Anti-Grav ray
- Kang's Anti-matter screen
- Kang's Attractor ray
- Kang's Energizer tank
- Stark/Pym's Power ray
- Kang's Force field
- Neutrino missile
Synopsis for "Kang, The Conqueror!"
Kang the Conqueror comes to rule Earth. The Avengers attack and are beaten and captured, apart from the Wasp. She and Rick Jones form a plan and get onto Kang's ship and free the Avengers. The Avengers battle Kang again and manage to defeat him by destroying his suit which controls all his weapons. Kang is forced to flee back into his time.
Appearing in "The Mighty Avengers Meet Spider-Man!"
- Wonder Man (Recap)
- Executioner (Recap)
- Baron Zemo (Recap)
- Radioactive Man (On-screen)
- Unicorn (On-screen)
- Mysterio (On-screen)
- Magneto (On-screen)
- Doctor Doom (On-screen)
- Kraven (On-screen)
- Ant-Man's Ants
Synopsis for "The Mighty Avengers Meet Spider-Man!"
Iron Man is declared on a leave of absence from the Avengers as he is missing, and now that they are weaker, Kang tries to defeat them again. He creates a replica robot of Spider-Man, because of his vast range of powers.
The robot Spider-Man attempts to join the Avengers, claiming he knows the whereabouts of Iron Man. He leads the Avengers to a temple, where he separates them and defeats them all, one by one. However, the real Spider-Man appears on the scene and defeats the robot copy and saves the Avengers.
- Iron Man appears on the cover of this issue, but not in Story #2 which features Spider-Man.
- Strong speculation that Steve Ditko drew or added touches to the Spider-Man image on this cover.
- In Story #1, Captain America's shield is described as "steel". It is later discovered to be an unbreakable alloy of Adamantium and Vibranium.
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