The Avengers are joined once more by Thor and Iron Man, as they begin their search for Black Panther. While the Vision puts on a human disguise and seeks to question the Panther's various civilian contacts, the Avengers begin their quest to learn who are the other villains aiding the Man-Ape against the Avengers.

Meanwhile, the Lethal Legion plot the next phase of their plan. The Grim Reaper sends Swordsman and Power Man to strike at the water main beneath Avengers Mansion, and the Man-Ape and the Living Laser to attack the near-by power station. When the other villains leave, Black Panther manages to break free and warn the Avengers of the villains plots before battling the Grim Reaper on his own.

While the Vision continues to search for clues to the Panther's location, Goliath and the Scarlet Witch enter the sewers to tackle Swordsman and Power Man, while at the power station Captain America and Quicksilver battle Man-Ape and the Living Laser. All the heroes manage to be defeated and are put into a giant hour glass that will bury them in sand forever. Soon Power Man arrives with a defeated Vision who is tossed into the mix as well, and hands the Grim Reaper a file containing detailed information on the Avengers. Reading the Visions file the Grim Reaper freaks out and smashes the glass open, freeing all inside, before realizing it was a trick and the Vision had switched costumes with Power Man.

The Avengers then make short work of the villains, and the Vision reveals that since the Grim Reaper was the brother of Simon Williams, whose brain patterns were used as a template for the Visions personality, that triggered the Reaper's sudden urge to free the Avengers.

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