- The X-Men ... The Avengers ... and soon the world -- All WITHIN MY GRASP!
- -- Magneto
Appearing in "With Two Beside Them!"
- Daredevil (Main story and flashback)
- Hawkeye (Main story and flashback)
- Commissioner Alfred
- Brotherhood of Evil Mutants (Only in flashback)
- Captain America's Shield
- Captain America's Uniform
- Iron Man Armor MK IV
- Daredevil's Billy Club
- Black Widow's Gauntlets
- Cyclops' Visor
- Hawkeye's Bow
Synopsis for "With Two Beside Them!"
Continuing from the events of last issue and Daredevil #99... Magneto has captured the X-Men and most of the Avengers and are now holding them his prisoner, and bending their wills using his newly discovered ability to magnetically control people by effecting the iron in the blood stream. Meanwhile, Thor, Black Panther and Vision have returned to New York having just recruited Black Widow and Daredevil in their mission to save the other Avengers (A mission Hawkeye refused to join and stayed behind in San Francisco.)
Later that night, Magneto sends the enslaved Avengers and X-Men to attack a gathering of intelligence officials, this kidnapping attempt is interrupted by the arrival of the remaining Avengers and their allies who are unable to stop their foes, and are unable to follow for fear that Magneto will start dumping their comrades out of the ship. After the battle, the heroes soon realize that the Vision has gone missing.
At Magneto's secret lair, the master of magnetism explains that he plans to use his collection of nuclear specialists to create atomic devices that will create him an army of mutants to command. He explains to them how his previous attempt failed, however by capturing and manipulating the Angel, he was able to recharge his body and capture the X-Men. Tracking Magneto back to his base thanks to Black Panthers enhanced senses, the remaining Avengers, Daredevil and Black Widow attack, finding themselves fighting the various Avengers and X-Men under Magneto's control. During the combat, the Piper suddenly strikes out and knocks Magneto unconscious, freeing all his captives.
As it turns out, the Vision had used his intangibility powers to take possession of the Piper so that he could get close enough to Magneto without notice. With the battle won, the heroes return the nuclear specialists, and Black Widow decides to part company with Daredevil and stay with the Avengers until she can sort out what she wants to do with herself.
- The Black Widow officially becomes an Avenger this issue.
- This issue contains a letters page, Avengers Assemble!. Letters are published from Mark Zutkoff, Mary Sue Knapp, and Frank Santopadre.
- As seen on page one, this issue is Story#1375-Z.
- The Black Widow has repeatedly attacked Iron Man and the Avengers in her storied past. She first appeared as a villain in this title in Avengers #29. After overcoming her villianous brainwashing by Soviet agents, she was a long time ally of the Avengers beginning in Avengers #31. Despite her assisting the Avengers on multiple occasions since that time, she did not become an official Avenger until this issue.
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