Our Plan is currently in its final Stages - during which all the Avengers will perish. And if you do not accept Capt. America's Body, in Accordance with the Plan, I cannot save you! Do not think to trick me, because I'll be watching you every minute, and my Scythe can destroy even you, if I am driven to it! Thus, for the last time: Will you join me and become Human? 
Appearing in "The Master Plan of the Space Phantom!"
Featured Characters:
- Avengers (Main story and recap)
- Black Panther (T'Challa)
- Scarlet Witch (Wanda)
- ⏴ Iron Man (Tony Stark) ⏵ (Main story and recap)
- Hawkeye (Clint Barton)
- ⏴ Captain America (Steve Rogers) ⏵
- Vision
Supporting Characters:
- Bucky (Rick Jones) (Only in flashback)
Antagonists:
- 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)
Other Characters:
- Lord (Yahweh) (Invoked)
- Captain Marvel (Mar-Vell) (Mentioned)
- Wonder Man (Simon Williams) (Corpse, skeleton or other remains)
- Giant-Man (Hank Pym) (Only in recap)
- Hulk (Bruce Banner) (Only in recap)
- Wasp (Janet Van Dyne) (Only in recap)
- Thor (Odinson) (Only in recap)
- Loki Laufeyson (Only in recap)
- Jane Foster (Only in recap)
- Various unnamed people (Vision or hallucination)
- 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)
- Synthezoids
- Asgardians (Only in recap)
- Frost Giants (Only in recap)
Locations:
- Earth (Main story and flashback)
- United States (Main story and flashback)
- New York (Main story and flashback)
- New York City (Main story and flashback)
- Manhattan (Main story and flashback)
- Lower East Side (Main story and flashback)
- Hydra Base (Main story and flashback)
- Central Park
- Lower East Side (Main story and flashback)
- Manhattan (Main story and flashback)
- New York City (Main story and flashback)
- Vermont (Mentioned)
- New York (Main story and flashback)
- United States (Main story and flashback)
- Limbo (Only in recap)
Items:
- Panther Habit
- Iron Man Armor Model 3
- Grim Reaper's Scythe
- Captain America's Shield (Main story and flashback)
- Grim Reaper's "Death's Head Amulet"
- Bio-Synthetic Wings (Only in recap)
- Mjolnir (Only in recap)
- Iron Man Armor Model 1 (Only in 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."
Solicit Synopsis
Notes
- 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.