Appearing in "Beware the Ant-Man!"
- Avengers (Main story and recap)
- Ant-Man (Hank Pym) (Controlled by Ultron) (Ant-Man in main story and Yellowjacket in flashback)
- Ant-Man's Ants
- Hulk (Bruce Banner) (Recap)
- Loki (Laufeyson) (Mentioned)
- Grim Reaper (Eric Williams) (Mentioned)
- Dr. Michael Reilly (First appearance) (Only in flashback)
- Thor (Odinson) (Recap)
- God (Yahweh) (Invoked) (Main story and flashback)
- Mister Fantastic (Reed Richards) (Photo)
- Quicksilver (Pietro Frank) (Referenced)
- Cindy (First appearance)
- Debbie (First appearance)
- Rockwell (First appearance)
- Butler Jarvis
Races and Species:
- Humans (Main story and flashback)
- Asgardians (Recap)
- Birds (Only in flashback)
- Inhumans (Referenced)
- Alpha Primitives (Mentioned)
- Earth (Main story and flashback)
- United States of America (Main story and flashback)
- New York (Main story and flashback)
- New Jersey (Main story and flashback)
- Cheery-O's Dude Ranch (First appearance)
- Attilan (Ruins)
- United States of America (Main story and flashback)
- Hell (Referenced)
- Ant-Man's Suit and Helmet
- Captain America's Shield
- Iron Man Armor Model 4 (Main story and recap)
- Iron Man Armor Model 1 (Recap)
- Wasp's Suit and Bio-Synthetic Wings (Main story and flashback)
- Mjolnir (Recap)
- Yellowjacket's Suit (Only in flashback)
- Hawkeye's Bow and Trick Arrows
- Adamantium (On Ultron's armor)
Synopsis for "Beware the Ant-Man!"
Most of the regular team are gathered together to appraise Wonder Man’s new superhero costume (designed and stitched by the Beast!) The casual gathering is interrupted by the arrival of… Ant-Man?!?
Hank Pym, wearing his original costume, claims he’s arriving for the first official meeting of the newly-formed Avengers. He dismisses the Vision, Scarlet Witch and Wonder Man as “Johnny-come-latelys” and declares that Iron-Man must be a fraud as he’s wearing the wrong armor. He’s particularly incensed that someone would impersonate the legendary and (to his mind) deceased WWII hero Captain America.
The Avengers are simply too perplexed to respond. Getting no answers, Ant-Man dispatches an army of ants to attack them. The Beast and Black Panther are nearby and hear the sound of melee and investigate. By using the element of surprise, Pym has overpowered the team. However, the Wasp arrives on the scene to knock him out with a sting.
Mortified, Jan explains that Hank has been teetering on the verge of a nervous breakdown for a long time. She even secretly consulted a psychiatrist on his behalf and believed he was getting better. But after the battle with Graviton, he seriously backslid and disappeared after trashing his own lab.
Iron-Man and the Vision are determined to examine Ant-Man to figure out what is happening. The Beast is instructed to take Jan home in order to find things that might help jog Hank’s memory. The sudden level of distress the team feels is exhibited when the Beast makes a wisecrack and both Wanda and Cap yell at him for his “clowning around.”
En route back to New Jersey, the Wasp assures the Beast she isn’t put off by his joking around. He in turn admits his jovial nature is partly a defense mechanism to deal with his odd (and still very new to him) physical appearance.
Meanwhile, the Avengers have no luck trying to snap Hank out of his current mental state. Thinking seeing some of his old allies might help, Captain America puts out a call to Thor, Quicksilver, and Hawkeye, but none of them answers Cap's summons.
Out West, Hawkeye and the time-displaced Two-Gun Kid have taken up jobs as ranch hands at the Cherry-O Dude Ranch, where Two-Gun is having a hard time getting used to the 20th Century, however he does take a liking to women and is more than happy to go for soda with some of his female co-workers.
Back at the Mansion, the team are still trying to get through to Hank when a gravely injured Beast returns, barely able to relate that Jan has been captured. Before anyone can react, they are attacked by the being responsible: Ultron! The evil robot ridicules their stunned reaction to his return. They fight back against him, but the villain easily takes them down one by one, meting out the worst attack on the Vision. Iron-Man’s armor is drained, leaving him helpless, while the Black Panther is rendered unconscious. Then, Ultron subjects the rest of the team to an encephalo-ray attack that seems to kill them on contact.
The Scarlet Witch’s mutant hex ability is the one attack that does serious damage to Ultron, but Captain America inadvertently gets in the way before she can finish him off. Ultron uses the distraction to subdue both of them. Ant-Man is still oblivious to what is truly going on, but upon hearing that the weird robot has his beloved Jan as a hostage, he attacks him. It does no good, however, as Ultron easily takes him prisoner as well and departs.
Some time later, Jarvis returns to the Mansion from grocery shopping and is shocked to find the damage done to the headquarters and all of the Avengers laying around, seemingly dead.
This story continues in the next issue.
- Wonder Man debuts a short-lived new costume which he remarks was made for him by the Beast (who never before and never since has demonstrated any affinity for designing or creating superhero costumes). The Wasp will also debut a new and even more short-lived costume in this issue (she'll never wear this particular outfit again.)
- In the short term, Hank's nervous breakdown here is explained away as being caused by Ultron's secret influence and simply not mentioned again after the villain is defeated. But Jan alludes to Hank having had emotional issues for the whole course of their marriage and her own behavior is disturbingly similar to behavior demonstrated by real-life enablers in abusive/dysfunctional relationships (she keeps his deteriorating condition a secret from their team-mates, takes it upon herself to try and "fix" him, and boosts his ego at her own expense). This storyline would also have major ramifications for the Pyms as time went by, including setting up the infamous issue in which Hank slaps Jan (#213) and suffers an even more pronounced breakdown.
- Ant-Man states that he is at the mansion for the first official meeting of the Avengers (which took place in #2). By odd coincidence, the Beast and the Black Panther are in a nearby room studying a video recording of the Avengers' first-ever mission together (in #1) and Hank and Jan's particular contribution to that confrontation.
- This issue reveals that the Pyms live in Cresskill, New Jersey.
- Ultron last appeared in this series in #127, which was the first part of a crossover with Fantastic Four #150. In that last appearance, he still went by the convention of identifying his specific incarnations (e.g. Ultron-5, Ultron-6, Ultron-7). He drops the numbering as of this issue though he will occasionally resume ID-ing his incarnations by number in the future.
- This issue is also the first story to reveal that Ultron is particularly vulnerable to the Scarlet Witch's mutant hex ability. Cap's blunder, which prevents Wanda from finishing Ultron off, will be revisited in #168.
- It will later be revealed that Pym's numerous breakdowns were caused (or at least heavily influenced) by the manipulations of Kang the Conqueror in Avengers #395.
- This issue contains an advert for Hostess Twinkies featuring Spider-Man battling Madam Web.
- This issue also contains a letters page Avengers Assemble. Letters are published from Dave Kalis and Don Jacobson.