Appearing in 1st story
- The Masters of Evil (Disbands)
- Frightful Four
- U.S. Army (Mentioned)
- God (Yahweh) (Invoked)
- Cable-1 (First appearance)
- Laura Marshall (First appearance)
- Brotherhood of Evil Mutants (Mentioned)
- Magneto (Erik Lehnsherr) (Mentioned)
- Stark Industries (Mentioned)
- Fantastic Four (Mentioned)
- Reed Richards (Mentioned)
- X-Men (Mentioned)
Races and Species:
- Wasp's Suit and Bio-Synthetic Wings
- Black Knight Armor
- Black Knight's Power Lance
- Melting Ray MK I
- Iron Man Armor MK III
- Giant-Man's Suit
- Captain America's Uniform
- Captain America's Shield
- Hawkeye's Bow and Trick Arrows
- Wizard Armor
- Wizard's Wonder Gloves
- Anti-Gravity Disc
Synopsis for 1st story
As shown in Avengers #16, the original lineup of the Avengers (minus Captain America) defeat the Masters of Evil in New York City and the Wasp comments on how tired they are. Time flashes forward 48 hours to Captain America being handed the keys to the Avengers Mansion as the other Avengers wish him goodbye because they are taking a leave of absence. Captain America enters the mansion to meet the new recruits for the team: Scarlet Witch, Quicksilver, and Hawkeye. Cap is disheartened by their lack of training and cohesiveness.
The team of Avengers gives a press conference to announce their new lineup, and it goes horribly. Hawkeye jostled with Captain America for the role of leader, and Scarlet Witch loses her temper at one of the reporters and storms off. The reporters are skeptical of the new team's ability to defeat villains.
Each of the new recruits wants to quit the team, but Scarlet Witch and Quicksilver eventually decide they need to stick out their commitment, and Captain America convinces Hawkeye to stay by revealing he has a personal butler.
The Frightful Four are unimpressed by the news they hear of the new Avengers and decide to attack them early before the Avengers find out that the Frightful Four killed the Fantastic Four and want revenge.[Continuity 1] The Frightful Four fly to the Avengers Mansion where they easily dispatch the disorganized team, and leave them lying on the ground, defeated, as the public watches.
The Old Order Changeth – more than you ever suspected! For the first time ever, learn what really happened all those years ago when the founding Avengers turned their membership over to a set of new recruits. The recently thawed Captain America is joined by three reformed super villains – Hawkeye, Quicksilver and the Scarlet Witch – and a new group of Earth’s Mightiest Heroes takes shape – in a story that has direct ramifications for the Avengers of today!
- This issue once again addresses the issues Captain America had while trying to lead a new team of misfits as Avengers after the lineup switched in the 1965 issue of Avengers #16. A different version of this story was told by Black Widow to Songbird and MACH-1, in the 1997 issue of Thunderbolts #9
- This issue re-writes some of the content from the original story in Avengers #16 using a modern lens. Certain aspects from the story are retconned, such as Thor temporarily warping the Black Knight and the Melter to another dimension being left out. Cap also meets the new recruits for the first time in a different way than he did in the original issue.
- An old-fashioned letters page is included at the end of this issue mimicking the letters pages from the original 1960's Marvel comics.
- Alexander Maleev's variant cover for this issue was repurposed from the original cover solicited for International Iron Man #6.