Appearing in "Beware the Ant-Man!"
- Cindy (First appearance)
- Debbie (First appearance)
- Rockwell (First appearance)
- Thor (Only in flashback)
- Dr. Michael Reilly (First appearance) (Only in flashback)
- Hulk (Only in flashback)
- Ant-Man's Ants
- Mister Fantastic (Photo)
Races and Species:
- Ant-Man's Helmet
- Captain America's Shield
- Captain America's Uniform
- Iron Man Armor Model 4
- Iron Man Armor Model 1 (Only in flashback)
Synopsis for "Beware the Ant-Man!"
The Avengers are shocked when they are attacked by Henry Pym, who is once more in his Ant-Man guise with no memory of anything except for the early adventures of the Avengers. Wondering why things are so different and where Hulk and Thor are, Ant-Man can only consider that the group has been attacked by impostors and trains his ants against the group. The attack brings the Black Panther and Beast into the fray as well however the group proves to be ineffectual against the swarm of ants which are attacking everyone, the Scarlet Witch in particular in a frenzy.
It's not until the Wasp shrinks down to size and blasts Ant-Man with one of her bio-stings does the battle end. The Wasp then explains that recently Henry has been pushing himself so hard that he was on the verge of a mental breakdown. Consulting a psychiatrist she was told to keep Hank occupied with happier times and spent more time being a positive reinforcement for him until earlier that day when she came at the call of Pym trashing his lab and found him missing.
With the Avengers needing to examine Ant-Man to figure out what happened they have the Beast give Janet a ride home. There she is suddenly attacked by an old foe. Back at Avengers Mansion, the heroes have no luck trying to snap Henry 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. Hawkeye and the 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 Avengers Mansion, the attempts to restore Ant-Man's memories are interrupted when Beast arrives having been roughed up. Before anyone can find out what happened, they are attacked by the being responsible: Ultron. The robot is back once again to take on the Avengers. When the group attempts to fight back Ultron easily takes them down, first blasting the Vision. He then strikes down most of the other Avengers, the ray putting each member into a death-like state. Ultron then captures Ant-Man and escapes.
When Jarvis returns to the Mansion from doing groceries, he is shocked to find the damage done to the headquarters and all of the Avengers laying around, seemingly dead.
This story is continued next issue...
- In this issue, Hank Pym has a nervous breakdown. It is later revealed that these were caused by the manipulations of Kang the Conqueror in Avengers #395. Never-the-less, this is the first time Hank Pym has been mentally disoriented since Avengers #60 when he appeared to have an adverse effect from a chemical agent.
- This issue also contains a letters page Avengers Assemble. Letters are published from Dave Kalis and Don Jacobson.
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- Images from Avengers Vol 1 161
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