Appearing in "The Master Plan of the Space Phantom!"
- Avengers (Main story and recap)
- Bucky (Rick Jones) (Only in flashback)
- Space Phantom (Main story and flashback; impersonates Supreme Hydra and Madame Hydra in flashback)
- Grim Reaper (Williams) (Main story and flashback)
- Hydra (Only in flashback)
- Madame Hydra (Only in flashback)
- Agent R (Only in flashback)
- Immortus (Behind the scenes)
- Lord (Yahweh) (Invoked)
- Captain Marvel (Mar-Vell) (Mentioned)
- Wonder Man (Simon Williams) (Corpse)
- Giant-Man (Hank Pym) (Recap)
- Hulk (Bruce Banner) (Recap)
- Wasp (Janet Van Dyne) (Recap)
- Thor (Odinson) (Recap)
- Loki Laufeyson (Recap)
- Jane Foster (Recap)
- Various unnamed people (Vision)
- Falcon (Sam Wilson) (Mentioned)
- Sharon Carter (Mentioned)
Races and Species:
- Humans (Main story and flashback)
- Space Phantoms (Main story and flashback)
- Hawks (Referenced)
- Falcons (Referenced)
- Asgardians (Recap)
- Frost Giants (Recap)
- Earth (Main story and flashback)
- Limbo (Recap)
- Panther Habit
- Iron Man Armor Model 3
- Grim Reaper's Scythe
- Captain America's Shield (Main story and flashback)
- Hydra Uniforms (Only in flashback)
- Grim Reaper's "Death's Head Amulet"
- Bio-Synthetic Wings (Recap)
- Mjolnir (Recap)
- Iron Man Armor Model 1 (Recap)
Synopsis for "The Master Plan of the Space Phantom!"
Continuing from last issue.... With Black Panther, Scarlet Witch, Iron Man, and Hawkeye as their prisoners, the Space Phantom and the Grim Reaper begin to lay out the next phase of their plan. As they plot what to do with the remaining Avengers that have not been captured, Captain America continues to uncover the mysteries of his returning memories of a previous battle against Hydra. His memories take him to an abandoned warehouse where he beings to recall was a front for a hidden Hydra base below. He recalls fighting Hydra soldiers with Rick Jones and the two being shrunk down to size before they eventually located the Supreme Hydra and resumed their normal size. His final recollection is beating the Supreme Hydra and unmasking him and being shocked by who's face was underneath the mask.
While elsewhere, the Vision wanders the city still brooding over the offer to have his mind transferred into the body of Wonder Man, an offer that was made by the Grim Reaper. The Reaper himself appears who makes him the offer again and takes Vision back to where the body of Wonder Man is being stored. There, the Reaper reveals that he really cannot transfer the Vision's mind into Wonder Man's body, because Wonder Man is dead, however, if they join forces he would transfer the Vision's mind into the body of Captain America. Trying to appeal to Vision, the Grim Reaper reveals his and the Space Phantom's plan:
He retells the Avengers first battle against the Space Phantom (which happened back in Avengers #2) and was trapped in limbo, but when Loki banished Jane Foster to Limbo (in an unrelated battle that occurred in Journey into Mystery #108) the Space Phantom was freed from his prison, he then found the Grim Reaper and the two teamed up to achieve a mutual goal. To this end, the Phantom took the form of Viper, and later the Supreme Hydra during Captain America's last battle against the terrorist organization. When the Phantom was unmasked by Cap, he paralyzed the star-spangled Avenger and his partner, and then to facilitate their plot, the Space Phantom made the whole world forget that Captain America was Steve Rogers, suppressed Cap and Rick's memories of the event and sent them on their way.
Without finally revealing his and the Space Phantom's plot, the Grim Reaper asks if the Vision will go along with their plan so that he may be human, a question in which the Vision answers "Yes."
The Grim Reaper and the Space Phantom!
- In this issue, the Space Phantom alludes to alien technology he has installed into the Grim Reaper's Scythe.
- Pages 4-13 are mostly by George Tuska, Remaining pages are by Jim Starlin.
- This issue contains a letters page, Avengers Assemble. Letters are published from Gail Teague, Steve Lau, and Mrs. Richard Pini.
- As seen on page one, this issue is Story#1155-Z.
- This is the first Avengers comic, where the colorist is explicitly credited.