Appearing in "The Old Order Changeth!"
- Masters of Evil (Disbands)
- Baron Zemo's Mercenaries
- Numerous unnamed New Yorkers
- Odin (Mentioned)
- Black Knight's Steed
- Amazonian natives
- NYPD (Main story and recap)
- Black Widow (Natasha) (Recap)
- Namor the Sub-Mariner
- Brotherhood of Evil Mutants (Recap)
- X-Men (Recap)
- Numerous unnamed journalists
- Bill (First appearance)
- U.S. Mail (Named only)
- Federal Security Agency (Mentioned)
- General Curtiss (Mentioned)
- Kang (Cameo)
- Mole Man (Cameo)
- Immortus (Cameo)
- Hulk (Bruce Banner) (Cameo)
Races and Species:
- Humans (Main story and recap)
- Asgardian-Storm Giant Hybrids
- Atlantean-Human Hybrids
- Mutants (Recap)
- Prime Marvel Universe (Main story and recap)
- Earth (Main story and recap)
- North America (Main story and recap)
- South America
- Amazon Jungle
- Caruca (First appearance)
- Amazon Jungle
- Atlantic Ocean
- Asgard (Mentioned)
- Heavens (Invoked)
- Earth (Main story and recap)
- Unidentified dimension
- Bio-Synthetic Wings
- Iron Man Armor MK II
- Melting Ray MK I
- Black Knight Armor
- Black Knight's Power Lance
- Captain America's Shield
- Hawkeye's Bow and Trick Arrows (Main story and recap)
- Magneto's Helmet (Recap)
- X-Uniforms (Recap)
- Kang Armor (Cameo)
Synopsis for "The Old Order Changeth!"
The battle from the previous issue continues but the Avengers are hindered as there are too many civilians lose by for them to let loose. Thor creates a dimensional space warp which transports the Melter, the Black Knight and themselves to another dimension. The Executioner and the Enchantress manage to escape since, as Asgardians themselves, they knew what Thor was attempting. The Melter and Black Knight are easily captured in the other dimension.
Meanwhile Captain America and Rick Jones bury Zemo and escape his troops. They make their way through the rainforest to reach an airport.
When the Avengers hold their next meeting, Thor is MIA (he's gone to Asgard). Wasp remarks that she needs a break from the constant danger of Avengers' missions. Giant-Man and Iron-Man consider disbanding the team.
Just then, an intruder breaks into the mansion and ties up their butler. The intruder is Iron-Man's foe Hawkeye, who applies for membership. He relates how he and the Black Widow were duped into working for Soviet spies but now he wishes to repent by fighting alongside the Avengers. He demonstrates his archery prowess by freeing the butler from his bonds with a trick shot.
Iron Man, Giant-Man, the Wasp and Hawkeye hold a press conference in which they announce they are looking for new members. Afterwards, they journey by sub to Atlantis and ask the Sub-Mariner to join but he refuses. In Switzerland, the Scarlet Witch and Quicksilver learn the the Avengers are recruiting new members. They write a letter to apply. After traveling by cruise ship to the U.S., Tony Stark picks up the mutant siblings. Quicksilver demonstrates his speed by beating Stark's car to the mansion on foot. He even stops to allow the car to catch up to him.
Captain America and Rick return just as Wanda and Pietro are being inducted. He is devastated to hear that Iron Man, Giant-Man and the Wasp have all decided to take a leave of absence. Cap will be the full-time leader of the new team. Iron-Man's last piece of advice to Cap is that the new team ought to track down the Hulk and convince him to rejoin the team as they could use his sheer strength.
Iron-Man and (separately) Giant-Man and the Wasp all depart. The new Avengers team of Captain America, Hawkeye, Quicksilver and the Scarlet Witch reveal themselves to the public while the world (including many villains) wonder if the Avengers will become a weaker or stronger force.
- This issue begins with a direct continuation of the action from last issue, with most of the Avengers battling the rest of the Masters of Evil in New York while Cap and Rick Jones make their escape from the South American rain forest.
- After their defeat at the hands of the Avengers, the Melter and Black Knight are next seen in Fantastic Four Annual 3 where they are manipulated by Doctor Doom into crashing the wedding of Reed Richards and the Susan Storm.
- After the Masters of Evil are defeated, Thor, Enchantress, and The Executioner all return to Asgard where they take part in the "Trial of the Gods" that begins in Journey Into Mystery 116.
- All the founding members of the Avengers (Thor, Giant Man, Wasp and Iron Man) take a leave of absence in this issue.
- Iron Man appears next in Tales of Suspense 65 where he battles Weasel Wills, a crook who steals a copy of his original armor.
- Giant Man and Wasp will appear next in Tales to Astonish 67 where they battle the Hidden Man.
- Hawkeye joins the Avengers this issue. He was last seen in Tales of Suspense #64 where he and the Black Widow got into combat with Iron Man. Black Widow is seen next in Avengers #29 where she teams up with Power Man and Swordsman to fight against the Avengers.
- Scarlet Witch and Quicksilver were last seen in Strange Tales #128.They had earlier quit the Brotherhood of Evil Mutants following Magneto's being captured by the Stranger in Uncanny X-Men #11.
- Every active Avenger are next seen in Avengers 17 in which their search for Hulk leads them into a trap by Mole Man.
- The Avengers' butler is not given an actual name in this story, although future retrospective issues will make clear that it is indeed Edwin Jarvis.
- References: Avengers #15, Journey into Mystery #116, Tales of Suspense #57
- Hawkeye is very respectful to his team-mates in this issue. He will transform into a brash malcontent beginning next issue.
- This cover is homaged in Mighty Avengers #13. The heroes and villains on the cover are all portrayed as Skrulls for Marvel's "Secret Invasion" storyline.
- This issue begins a tradition of the Avengers line-up being drastically revamped periodically (usually with a story titled with some variation on the phrase "the old order changeth." It will also begin a long tradition of reformed supervillains being inducted as members. Future adversaries-turned-Avengers will include the Swordsman, the Black Widow, the Vision, Moondragon, Wonder Man, Jocasta, Sub-Mariner, Sandman, and Firestar among others.
- First and only known appearance to date besides flashbacks
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