- I'm not a child, Iron Man! Being in love won't make me overlook my responsibilities...
Appearing in "The Lion God Lives!"
- Mr. Umbala
- Daredevil (Matt Murdock) (Mentioned)
- Hawkeye (Clint Barton) (Mentioned)
- Odin (Mentioned)
- Mantis (First appearance)
- Swordsman (In Shadows)
- Panther God (Mentioned)
- S.H.I.E.L.D. (Mentioned)
- Iron Man Armor MK IV
- Captain America's Shield
- Captain America's Uniform
- Black Widow's Gauntlets
- The Lion Lord's "Totem-Stick" (Destroyed)
Synopsis for "The Lion God Lives!"
Somewhere in Africa, a newspaper reporter has come to see a tribe that worships a real African god of myth, the lion god, however his big scoop turns out to be more than he bargained for when his own soul is offered up as sacrifice to the Lion God.
Later in New York, the Scarlet Witch is helping Black Widow settle in Avengers Mansion when suddenly they're alerted of a disturbance outside. A number of African American protesters have shown up protesting that the Black Panther has "sold out" to the "white establishment" of the United States and demand that he return to Africa. These protesters manage to crash the doors and get into Avengers Mansion where they try to attack the Panther, and a battle ensues. In the confrontation, Black Panther demands answers when he's told they were organized by the news reporter who demands that the Black Panther come with him. Suddenly the Black Panther bows in subservience, and it's revealed that the reporter is really the Lion God in disguise. The Lion God explains that he has come to take the Black Panther back to Africa and succeeds in doing so before the Avengers have a chance to stop him.
Elsewhere the a being known as Mantis and her mysterious partner decide that the time is right to join the ranks of the Avengers. In Africa, the Lion God has Black Panther shackled as his prisoner. The Lion God explains that he seeks to crush the Panther God and all who worship him. Back in New York as the Avengers contemplate how to rescue their friend, the Lion God returns with Black Panther. There the Lion God to destroy the Avengers.
The Avengers battle the Lion God and the lions which he summoned, at first the Lion God has the upper hand, however, the Black Panther manages to get free and turn the tide. Thor summons lightning and commands it to strike the Lion God's staff, causing the being to disappear. After the battle, the Black Widow decides that being in the Avengers is not for her and quits the group to return to Daredevil. Elsewhere, the Lion God has survived and is already plotting his revenge against the Black Panther.
- This issue contains a letters page, Avenges Assemble. Letters are published from Nicia MacDonald, C.J.C., Richard J. Bedard, and Steve Ninotta.
- As seen on page one, this issue is Story#1391-Z.
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