Appearing in "Pageant of Power"
- Femizons (First appearance)
- Princess Python
- Screaming Mimi
- Gypsy Moth
- Pink Pearl
- Black Lotus
- Ice Princess (First full appearance)
- Dansen Macabre
- Water Witch
- Iron Maiden
- Numerous other female villains aboard the S.S. Superia
- South Atlantic Coast
Synopsis for "Pageant of Power"
Paladin unties himself and shoots Moonstone. Blackbird swoops down to check on Moonstone, but the recovered Captain America grabs Blackbird's foot. Blackbird tries to escape, but can't shake Cap off. Meanwhile, Quicksand has defeated Anaconda and Diamondback's absence is noticed. Dr. Nightshade sends Ion out to find her. Diamondback is returned to the S.S. Superia where Asp and Black Mamba are determined to learn what happened. Cap defeats Blackbird, and Vision arrives in a Quinjet, Vision takes Blackbird and Moonstone away while Cap and Paladin take a sky-cycle to the S.S. Superia. Diamondback recovers, but badly shaken by her experience, swears off her life of adventure. Cap and Paladin infiltrate the S.S. Superia during the Power Pageant, where the various super powered women demonstrate their powers for each other. The men are noticed and the army of women attack.
Appearing in "Kidnapped"
- Schutz Heiliggruppe (First appearance)
- Mother Night
- Sleeper (Nazi Robot)
- A flight over Switzerland
Synopsis for "Kidnapped"
- Synopsis not yet written
- This issue contains a letters page, American Graffiti. Letters are published from: Howard T. Kidd, Peter Tremenz, Todd A. Velchek, Bradford R. Poston, and Kristopher Mosby.
- Vormund presents himself as Hauptmann Deutschland (Captain Germany) in this issue (his first appearance in costume).