Appearing in "The Phantom Empire!"
- Beast (Hank McCoy) (Avengers applicant)
- Moondragon (Heather Douglas) (Avengers applicant)
- Roxxon (Main story and recap)
- Kang the Conqueror
- Serpent Squad (Recap)
- Krang (Recap)
- Falcon (Sam Wilson) (Recap)
- Red Skull (Recap)
- Reed Richards (Mentioned)
- Sue Storm (Mentioned)
- Hawkeye (Clint Barton) (Mentioned)
- Rick Jones (Mentioned)
- Celestial Madonna (Mantis) (Mentioned)
- Stark Industries (Mentioned)
- Good Lord (Yahweh) (Invoked)
- X-Men (Referenced)
- Squadron Sinister (Mentioned)
- Grandmaster (Mentioned)
- Quicksilver (Pietro Frank) (Referenced)
- Unidentified voice (Voice)
Races and Species:
- Humans (Main story and recap)
- Atlanteans (Recap)
- Gods (Mentioned)
- Ducks (Mentioned)
- Demons (Mentioned)
- Earth (Main story and recap)
- United States of America (Main story and recap)
- Pacific Ocean (Recap)
- Roxxon oil drilling platform (Recap)
- Rurutu, French Polynesia, South Pacific (Mentioned)
- Captain America's Shield (Main story and recap)
- Serpent Crown (Recap)
- Iron Man Armor Model 3
- Kang Armor
- Doctor Spectrum's Power Prism
- Falcon's Wings
Synopsis for "The Phantom Empire!"
On his way to the hospital to see how Henry Pym and Janet van Dyne are recouping following their last battle, the Beast is attacked by a group of costumed criminals armed with high-tech weapons. However, their attempt to attack the Beast is foiled due to the timely arrival of Captain America, who lends the Beast a hand in the fight. As the crooks flee, Captain America tells the Beast that following his clash against a Serpent Crown controlled Hugh Jones and the Red Skull he's been trailing this group until they attacked the Beast. He then realizes that they were hired out to attack the Avengers. Meanwhile, at Avengers Mansion, the mysterious woman who has come looking for the Beast comes knocking at the door one more time and is told once again by Jarvis that he is not in, after he tells her that the Beast is at the hospital she leaves.
There Captain America and the Beast have arrived to point Thor, Scarlet Witch, and the Vision in their visit with the Pym's who are expected to make a full recovery in days. There Captain America asks the active Avengers there to join him to discuss the most recent attack against the group. After they leave the woman looking for the Beast arrives and is upset when she learns that she just missed meeting him. Although Hank and Janet can't remember the woman's name they recall seeing her at the wedding of Reed Richards and Susan Storm.
After discussing with the group about the tie in between Roxxon Oil and the Brant Corporation, they all agree that the situation bares investigating. Shortly thereafter, Iron Man and Moondragon return to base from their mission to search for Hawkeye. They tell the group that they Hawkeye has been lost in time due to the manipulations of Kang the Conqueror. As the group considers their options on how to deal with both crisis, the woman bursts into the mansion and turns out to be none other than Patsy Walker, come to call the Beast on the promise that he made her. When she blurts out his secret identity, the Avengers tell her that they already know it, but Patsy insists that Hank make good on his promise to make her a super-heroine. Beast instead allows her to accompany the Avengers on their investigation of the Brant Corporation. Although Captain America has issues with this, he allows Hank to continue with the ordeal in the hopes it will dissuade Patsy from any interest in heroics.
Thor and Moondragon decide to go searching for Hawkeye and the goddess uses her vast mental powers to summon Immortus. Immortus agrees to help the two Avengers through the time stream to find Hawkeye, however along the way they are attacked by Kang. When Thor redirects Kang's attack on him, it sends Kang hurtling through time to points unknown leaving the two Avengers and Immortus to travel onward in their search for Hawkeye.
Meanwhile, Captain America, Iron Man, Scarlet Witch, Vision, Beast and Patsy Walker infiltrate the Brand Corporation building. They are soon picked up by the security systems and Buzz Baxter (Patsy's ex-husband) alert Hugh Jones and he tells Baxter to initiate their new security measures that have been in place since the Beast last visited the Brand Corporation.
The Avengers are caught in a surprise attack by their one-time allies from an alternate dimension: Lady Lark, Whizzer, Dr. Spectrum, Golden Archer and Hyperion of the Squadron Supreme. The Golden Archer battles Cap, Whizzer matches wits with Iron Man, Hyperion goes toe-to-toe against Hyperion, the Vision tackles Dr. Spectrum, and Scarlet Witch takes on Lady Lark. The Avengers seem to have the upper hand at first until the Scarlet Witch is downed by Lady Lark, which distracts the Vision long enough for Dr. Spectrum to handle him. The Whizzer then easily defeats Iron Man, and the Beast fares no better against Hyperion. When Captain America proves to be an even match against the Golden Archer, Lady Lark takes him down with her sonic scream. With the Avengers defeated the Squadron picks up their unconscious bodies as Hugh Jones plots what to do with them next.
While in the year 1873, Thor, Moondragon and Immortus materialize in the American West to find that there is a welcoming party that thinks that they are demons.
- This iconic cover was used by the Mead company as a cover for an Avengers notebook and a portfolio.
- This cover has been parodied and homaged many times with other characters assuming the poses of the figures on this cover. See Avengers Vol 3 #6 for an example.
- First issue of the Avengers penciled by George Pérez
- Krang previously appeared in Captain America #181. He will appear next in Super-Villain Team-Up #13.
- Janet Van Dyne and Hank Pym are briefly visited by Patsy Walker, they previously met at Reed Richards' and Sue Storm's wedding in Fantastic Four Annual #3.