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Trivia
| - * Hawkeye is very respectful to his team-mates in this issue. He will transform into a brash malcontent beginning next issue.
* This cover is homaged in Mighty Avengers #13. The heroes and villains on the cover are all portrayed as Skrulls for Marvel's "Secret Invasion" storyline.
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Appearing
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* General Curtiss
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Locations:
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* Unidentified dimension
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Speaker
| - [[W:C:Marvel:Anthony Stark
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Synopsis
| - The battle from the previous issue continues, but the Avengers are powerless as there are too many civilians in danger close-by. Thor creates a dimensional space warp which captures the Melter and the Black Knight. The Executioner and the Enchantress manage to escape as being Asgardians themselves knew what Thor was attempting. The Melter and Black Knight are easily captured in the other dimension.
Meanwhile Captain America, and Rick Jones bury Zemo and escapes his troops. Thor leaves the Avengers. Hawkeye applies for membership. Iron Man asks the Sub-Mariner to join but he refuses. The Scarlet Witch and Quicksilver also join the Avengers. Captain America and Rick Jones return to hear that Iron Man, Giant-Man and the Wasp also decide to take a leave of absence. The Avengers team becomes Captain America, Hawkeye, Quicksilver and the Scarlet Witch.
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Notes
| - * This issue starts as a direct continuation with last issue, with most of the Avengers battling the rest of the Masters of Evil in New York, and Cap and Rick Jones making their escape from the South American rain forest.
* After his defeat at the hands of the Avengers, the Melter, and Black Knight are next seen in Fantastic Four Annual 3 where they are manipulated by [[W:C:marvel:Victor von Doom
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quotation
| - It has to be this way! The ranks of the Avengers will always need replenishing! The old must ever give way to the new!
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