- I must remain vigilant! Always vigilant! My enemies-- They're all around me, always plotting! I must show no weakness! Must never drop my guard!
Appearing in "Behind the Masque!"
- Edwin Jarvis
- Black Widow (Natasha Romanoff)
- Madame Masque (Giuletta Nefaria)
- Inner Guard
- Grim Reaper (Eric Williams)
- Count Nefaria (Luchino Nefaria)
- Wonder Man (Simon Williams)
- Atlas (Erik Josten)
- Jonathan Tremont
- Yellowjacket (Henry Pym)
- Pepper Potts (Only in flashback)
- Happy Hogan (Only in flashback)
- Hawkeye (Only in flashback)
- Quicksilver (Only in flashback)
- Mordecai Midas (Only in flashback)
- Jasper Sitwell (Only in flashback)
Races and Species:
- Earth (Main story and flashback)
- Iron Man Armor MK V
- Black Widow's Gauntlets
- Grim Reaper's Scythe
- Hawkeye's Bow (Only in flashback)
- Trick Arrows (Only in flashback)
- Safe Armor (Only in flashback)
Synopsis for "Behind the Masque!"
She-Hulk leaves the active roster, allowing the Vision to resume his duties, just as Black Widow arrives with more information on Madame Masque. Meanwhile, Madam Masque and her forces are on full alert after the Grim Reaper's attack. The Avengers catch up with the Grim Reaper and his Steelskulls, but it becomes a four-way battle as Madame Masque's forces and Count Nefaria, with Wonder Man and Atlas, join in.
- The Black Widow guest stars and reveals the secret history of Madame Masque!
- In this issue, Iron Man is using his old "classic" armor. In this editor's opinion it would be the most advanced and most reliable of his classic armor set, the MK V armor.
- The characters next appear in Thunderbolts #43.
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