Appearing in "Where Walks the Villains!"
- Dream Master (Nefaria)
- The Dream Master's Dream Villains:
- Charlie (First appearance)
- Happy Hogan's grandfather (Unnamed)
Races and Species:
- Iron Man Armor MK IV
- Count Nefaria's Dream Machine (First appearance)
- Black Knight's Power Lance (Dream)
- Melting Ray MK I (Dream)
- Crimson Dynamo Armor Mark I (Dream)
- Unicorn's Power Horn (Dream)
Synopsis for "Where Walks the Villains!"
As Pepper Potts chews Iron Man out for Happy Hogan's departure, Happy himself is taking a one way trip to Shannon, Ireland to get away from his life at Stark Industries.
As Iron Man recharges himself, he has unknowingly become the target of Count Nefaria, who has taken up the guise of "The Master of Dreams" and is seeking revenge against the various members of the Avengers following his last defeat (In Avengers #13.) Using a "dream machine" in order to create fatal nightmares, the Dream Master traps Iron Man in a nightmare world where he is first attacked by the Unicorn and the Crimson Dynamo. Defeating these enemies, Iron Man wakes up finding that he was dozing off.
Finishing his recharging, he tries to appeal to Pepper to think differently, however she still doesn't think very much of the iron hero. Fed up, Iron Man flies to Ireland to talk Happy into coming back home. There he finds Happy at his grandfather's farm and attempts to talk him into coming back to the States, which Happy refuses. As Happy and his grandfather leave Iron Man alone in the cabin to see the farm, Iron Man is trapped in another dream state.
In this dream he is pitted against his foes the Crimson Dynamo, Jack Frost, Gargantus, the Melter and the Black Knight. Overpowering all these foes, it causes so much feed back that it causes the Dream Masters machine to over load and explode, causing the dream to end. Waking up Iron Man walks in and finds that Pepper has called Happy to talk him into coming home, a proposition he accepts.
Appearing in "Lest Tyranny Triumph!"
- Bucky (James Buchanan Barnes)
- America's top military commander (Unidentified)
Races and Species:
Synopsis for "Lest Tyranny Triumph!"
Last issue, Captain America was captured by the Red Skull and brainwashed into going to assassinate the Allies' top military leader. Cap leads an army of Nazi soldiers on a training routine before going on their mission.
Meanwhile, Bucky, who was also captured by the Nazi's is about to be executed by a Nazi firing squad, however their guns weren't loaded and it was all a cruel joke, leaving them to wonder when they will really be executed. However, this never happens, as Bucky leads a rebellion which allows the prisoners and himself to get free. Bucky then begins searching around the Nazi base to find Cap.
Elsewhere, the Red Skull has brought Captain America to Hitler to show him that Cap is now fully under his control. Convinced, Hitler then orders an attack on London. Learning of the Nazi's plot, Bucky knocks out a Nazi soldier and takes his place on the plane. Landing in London which is in the midst of an air strike, the Nazi soldiers parachute onto British soil. There, Bucky tries to talk sense into Cap, however, he is taken down by a bunch of Nazi soldiers while Cap is ushered onward. Bucky manages to fight them off and chase after Cap.
Meanwhile, Cap and the Nazi troops make their way the Allied commander's office where Cap pulls a gun to shoot the commander, but pauses. One of the Nazi soldiers then has to force Cap to pull the trigger... This story is continued next issue.
- This issue features the introduction of Iron Man's palm Repulsors!
- This issue contains a letters page, Mails of Suspense. Letters are published from Jerry Rogers, David Welch, and Nelson B. Richardson. The letters page also contains the Mighty Marvel Checklist.
- References: Avengers #13, Tales of Suspense #52, Tales of Suspense #45, Tales of Suspense #40, Avengers #16, and Tales of Suspense #66