Lightning cracks the midnight skies, as a grim group of super humans stalk from City General Hospital into a driving rain. They are the Avengers - Tony “Iron Man” Stark, Thor, and new recruits Heather “Moondragon” Douglas and Hank McCoy, the Beast.
Their teammate Janet Van Dyne, the Wasp, has been gravely injured by the sinister, self-styled Stranger, and the doctors are with her now, as is her husband, Hank Pym, Yellowjacket. But Thor already knows the diagnosis, for he, too, knows the skills of a healer. He has told no one, but Janet may not last the night.
Standing in the rain are a group of humans, among them, some reporters. ‘Geez, those guys are getting weird, Harry’ someone remarks. ‘Now they’ve got a pet gorilla’ he adds, referring to the blue-furred Beast. Sam Reuther from CBS approaches the Avengers and asks Thor what the word on the Wasp is. Thor replies that they have no official word as yet. ‘All I may say is that she hath been injured by the Stranger - and the Mighty Avengers shall bring him to bay for it’ Thor booms. Sam Reuther asks if Moondragon and the Beast are Avengers now, to which Thor replies that there are tests - but he doesn’t get to finish his sentence as the crowd of civilians pushes forward.
‘What do you suppose they’re here for?’ someone asks. ‘The radio had some bulletin about -’ someone begins, but a man interrupts: ‘Ahh, the radio! Shove all radios!’ while another tells Thor to “give them heck”. ‘Who care’s why they’re here?’ someone remarks, while a wide-eyed woman declares that it has taken her thirteen years, but she has finally seen Thor in the flesh! ‘Aw, cool it, ya old witch! I wanna know who those freaks with ‘em are!’ an older man calls out, pointing at the heroes. ‘The bald woman gives me the creeps, Billy’ a woman remarks. ‘I don’t cotton to the gorilla myself, Bitsy’ Billy replies. Another man explains that it is no gorilla, but a mutant. ‘Hey, let’s get outta here!’ someone suggests. The reporter then off-handedly asks Thor about the crowd, but Thor says nothing.
Suddenly, Yellowjacket appears, pushing past his teammates, he tells them that they have to go, right now, as they have work to do. ‘Easy, YJ - we’re ready and willing’ Iron Man replies, before asking how Jan is. ‘Jan? Why, Jan’s in critical condition! The only reason she’s not dead is because she was tiny and in mid-air when the Stranger’s mine blew! The first shock wave hurled her away from the epicenter! That way, missing most of the blast - she may not last till morning!’ Yellowjacket replies, before stepping out onto the road, ‘TAXI!’ he shouts, holding his arms into the air. The cab comes to a screeching halt, as the driver asks ‘Hey! Are you nuts?!’ Yellowjacket opens the door to the cab and tells the Avengers to get in, adding that the doctors are doing all they can, but that there is no miracle doctor this time. ‘So we’re going after the Stranger’ Yellowjacket announces. The Avengers all cram into the cab, as the driver informs them that this vehicle isn’t licensed for five passengers. ‘We didn’t bring our Quinjet, mister, and our fly-guys need a rest - so just drive’ Yellowjacket snaps back.
Shortly, at Avengers Mansion, Yellowjacket is still frustrated, and asks ‘Where’s Hawkeye, blast it! He should have been back by now!’ Iron Man agrees, and points out that with time travel, even a trip to the Twelfth Century could end up back at the time it began, even if the Black Knight got Hawkeye involved in something, he shouldn’t still be gone. Iron Man starts to tell his teammates that he is worried about Hawkeye, but he doesn’t finish his sentence, for suddenly, a force grips them - physically, and yet not! Moondragon knows it is a mind-blast, unmistakably the Stranger’s, but much stronger than his previous attack. Even Moondragon cannot stand against it, as she and the others are tossed about, but, to her amazement, there is one who can - the God of Thunder weathers the mind-storm, hurling his defiance in a booming voice, lost to the gale.
But whether tempest-tossed or triumphant, every person in the room sees a looming, lovely face appear before them - then vanish. ‘Wanda! The Stranger did seek out our knowledge of her location’ Thor tells the others when they get to their feet. ‘You bet chum, Red Ryder! And after what he tried with us, we know why!’ the Beast declares, suggesting that someone get on the phone to the Scarlet Witch and the Vision pronto. Iron Man reveals that the Stranger didn’t find out from them, because they don’t know where Wanda and the Vision are. ‘Of course! They’re on their… honeymoon’ But that means he’s still looking for them - and we can use that against him’ Yellowjacket suggests. ‘A decoy, you think? Take off like we’re going to warn them -’ Iron Man suggests. ‘Exactly! And when he shows up to do his dirty work…no, on second thought, it won’t wash. What if he doesn’t’ show and just uses another mind-blast?’ Yellowjacket points out.
Thor suggests that some of them could track his power back to its source, and states that he thinks it is a sound plan after all. Iron Man agrees, and announces that he and Moondragon can take the point, but Thor tells him that he is needed here to operate Tony Star’s devices. ‘I shall enter the lion’s den…with Moondragon’ Thor states. ‘Now wait a minute -’ Iron Man begins, Although he knows his friend’s secret identity, Thor tells Iron Man that he has been with his employer too long, ‘Thou dost love the ladies near as much as he’. Thor adds that the Avengers’ two strongest members should each lead a group. ‘Maybe so - but why does Moondragon go with your group?’ Iron Man replies. Thor’s smile widens, and explains that it is because he is the Avengers’ Chairman, and that it is his judgment that Moondragon is better suited for this battle than the Beast. Yellowjacket tells Thor that if the Stranger actually confronts him, he should stay here with Iron Man at the tracking machine. Iron Man agrees. ‘He knows where the action’s doing to be’ he adds. Thor grumbles, before departing with Moondragon.
Soon, in the Quinjet: ‘You always have your way… do you not, Thunder God?’ Moondragon asks. ‘If I be in the right, as I was in this instance’ Thor replies as he pilots the Quinjet. Moondragon announces that it does not please her to be haggled over like a serving girl. Thor assures her that they meant no mischief, explaining that he and Iron Man did sport with each other, as comrades must. He tells her to fear not, as he looks upon her solely as an ally, albeit a comely one. ‘I strive to avoid fear at all times, Thor’ Moondragon responds. ‘Good, for whatever may befall us this day - it will be most fearsome, I’ll wager’ Thor declares, while Moondragon realizes that his tone denotes no trepidation, only anticipation. She tells herself that Thor is fascinating - the Thunder God to a warrior race, and realizes that he is nothing like the demi-gods of Titan she has left behind for Earth. ‘I do not believe I shall like this Avenger’ Moondragon concludes to herself.
Back at Avengers Mansion, the two Hanks and Iron Man are also thinking of Thor, as Yellowjacket hopes that he did the right thing, letting Thor go without him. Iron Man tells him that if he didn’t, it is too late now, and suggests he relax, as it is all up to fate from here on in. ‘Blast it!’ Yellowjacket shouts, raising a hand to Iron Man, he prepares to fire a blast, but Iron Man tells him to take it easy, that he knows he is upset, but not to take it out on him. ‘that’s what has me worried’ Yellowjacket mutters. The Beast watches in silence and decides that these guys play a lot grander than the X-Men ever did, that they have got so much power, and they have been in high gear ever since he met them. ‘I hope there’s room amongst the super stars… for a Beast’.
Dawn, over the Florida Keys, the Quinjet descends and Thor remarks that the authorities say that this island is deserted, so it seems a likely lair for a honeymoon. Thor and Moondragon step onto the beach and Thor tells his new teammate that their bait should attract the spider while endangering no one. ‘Except ourselves’ Moondragon points out, before announcing that she feels another attack mounting. On cue, the Stranger’s image appears before the heroes, ‘You hopeless fools This time, you shan’t survive the wrath of the Stranger!’ the villain’s image booms.
At Avengers Mansion, ‘Bingo!’ exclaims the Beast, as he sees the signal light up on a computer console. ‘Just as we thought. There’s a power beam locked on that island somewhere’ Iron Man tells the others, touching a button and stating that he needs a minute to triangulate.
While, on the island, the giant form of the Stranger appears on the beach now, boasting that all the Avengers shall fall before him - firstly these two, then the Scarlet Witch and the Vision. ‘We say thee nay!’ Thor declares as he throws his hammer towards the villain, warning him that he will meet his end. But, the Stranger vanishes then quickly re-appears, ‘Fool! In order to injure the Stranger - you must first find me! How can you tell the real from the replica?’ he asks as a second Stranger materializes. Thor reminds the Stranger that he has attempted to amaze him thus before, while Moondragon leaps forward, asking Thor if he thinks it curious that the Stranger has not attempted a mind-blast. ‘Let us see what is real here’ she declares.
At the Mansion, Iron Man has tracked the power beam, and informs Yellowjacket and the Beast that it is coming down from the ionosphere, one hundred miles up. ‘Do we walk, or do we hitch?’ the Beast asks. Yellowjacket declares that this is no time for jokes, and tells his teammates to head for the roof, so they can take a Quinjet and be out there inside of ten minutes. Iron Man and the Beast follow Yellowjacket to the elevator, and Iron Man realizes that nothing he can say or do will slow that maniac down, as he has been racing his motor the moment since Jan fell. Iron Man fears that Yellowjacket is going to burn out if he doesn’t find some release real soon.
‘It was you who drove me away last night, woman!’ the Stranger realizes when Moondragon hovers before him, announcing that she expects to do so again. Thor flies to the other Stranger and points out that he was unable to confront the Stranger when they last met, and thus, while his other form shall fall to Moondragon, he prays that he encounters the real one. ‘Oh? And why would anyone desire his breath to be crushed from his straining lungs?’ the Stranger asks as he grabs Thor, who replies that a man, or an immortal, might desire much worse, if it brought him to the proper distance from which to strike. Thor’s hammer sizzles through the air and continues through a suddenly shadowy Stranger, as Thor falls from the fake Stranger’s grip, the momentum sending him flying towards the ground, where he lands on the beach, and looks up at the disappearing form, realizing that his foe was nothing but a phantom, after all.
‘Then that doth mean -’ Thor begins, as the other Stranger booms ‘That I am the true Stranger, yes!’ Moondragon runs from a blast the Stranger fires at her, and he declares ‘This Moondragon must scamper like a moon-mouse, despite all her bravado!’ Moondragon remarks that mice can vanquish elephants on Earth, so they say. ‘And this mouse knows how to bring the grandest opponent to his knees - and his fate’ Moondragon declares as she uses her advanced martial arts training to attack the Stranger’s ankle, causing the behemoth to topple over. She then kicks him in the face. ‘Very…good, Moondragon’ the Stranger concedes. ‘Agreed, and yet you puzzle me, alien. The first time you attacked - last night - your mind power seemed limited. Then, in Avengers Mansion, you were close to omnipotent! And now, you seem altogether bereft of psychic-strength’ Moondragon points out. She asks the Stranger why this is, adding that she cannot rest until she knows.
Thor remarks to Moondragon that the Stranger will not tell her, so she must force the Stranger’s secrets. ‘So be it!’ Moondragon announces, and imperiously, as if throwing aside a cloak, the priestess of Titan discards all semblance of normalcy, raw, raging energies ripple from her shaven skull, some visible, and some not - but the results are a combination of the two - as the Stranger simply vanishes. ‘It cannot be - unless - unless this, too, was a replica! Unless the Stranger was never truly here at all’ Moondragon suggests. ‘Both of his forms were illusions’ she explains. ‘Both of them? Then he did attack from another place! Yellowjacket was correct!’ Thor realizes. Moondragon replies that Henry Pym is also tight, like a drum’s head, that he will be reckless and erratic. ‘Oh, Thor, he will be a magnet for misfortune. He should not go!’ Moondragon announces.
Thor remarks that Moondragon doesn’t understand, that Yellowjacket must go, as it is all the man can do for the one he cherishes above all else. ‘And he’ll rout that Stranger somehow, mark my words!’ Thor asks Moondragon to tell him of this feeling, and asks if she plucked it from empty air, or if it is a natural thing for her. ‘Is it like unto the empathic nature of the Madonna?’ Thor asks. ‘Mantis, you mean?’ Moondragon simply responds, not answering Thor’s question.
Meantime, the other Avengers Quinjet is gliding toward a rendezvous one hundred miles above, and Yellowjacket congratulates Iron Man on locking the tractor beam onto the other spaceship before them first time. Iron Man points out that the Quinjet was engineered and built by Stark Industries. ‘Oh, of course. Sorry. I just want to get up that beam and get at the Stranger! I’m not thinking about much else!’ Yellowjacket admits. ‘No lie? Well, maybe you should’ the Beast suggests. ‘Just because you guys have ways to enter rocket ship’s, doesn’t mean the owner’s a goner’. The Beast reveals that the X-Men had the first run-in with the Stranger as the trio enter the Stranger‘s ship through the tractor beam. ‘And my personal experience advises extreme -’ the Beast begins, unable to finish his sentence, as he shouts ‘GET DOWN!’ as lasers beams, just four feet from the floor appear. ‘Set to catch you right across the heart - nasty’ Yellowjacket thinks to himself as everyone ducks.
‘Just like I expected’ Yellowjacket tells himself as the Stranger appears before the three Avengers. ‘Cringe, you curs and cower beneath the most basic defense of him you would destroy’. The Stranger boasts that only he is impervious to the ruby beams of doom, the better to stalk and, catlike, clutch their too fragile forms. ‘Beginning with you, Beast!’ the Stranger exclaims. ‘Not really necessary, y’know’ the Beast responds, leaping over a beam, and joking that his mother told him to stay out of bad guys’ clutches. ‘Specifically, she said “clutches”!’ the Beast jokes, adding that he will have to call upon his trusty speed and agility to leap over the ruby begonias, not unlike the fabled beast of yore and mine. The Stranger races after the Beast, who bounds through his ship. ‘Watch me closely now! See if you can guess which direction I’ll come at you from, Cesar Romero!’
‘Blast you, mutant! You do not dare to attack me!’ the Stranger calls back, following the Beast into another room, as the Beast replies ‘Well, that puts a whole new light on the subject. In that case, I’ll dive for the door and run like crazy. Yellowjacket and Iron Man are still lying on the ground under the laser beams, ‘The door! That’s our escape!’ Yellowjacket exclaims, but it is too late, as the door slams closed behind the Stranger. ‘Listen, Stranger - I’d been looking forward to my grand reopening with the Avengers for some time now - and so far, you’ve bummed the whole trip!’ The Beast leaps over a console and tells the pursuing Stranger that if he can catch him, he is going to be sorry. ‘Buffoon! You can elude me with your greater speed, but your cowardice will trip you up in the end! End it now, halt!’ the Stranger calls out. ‘I was going to, but not after you called me names’ the Beast replies. ‘Catch me if you can, glue-foot!’ the Beast jokes as he rounds a corner, deciding that he really can rap it. The Beast thinks that it is too bad the only real chance for life lies in the seconds he has got before the Stranger rounds the corner, too. ‘Accursed X-Man! This time - what in the world?’ the Stranger gasps as he does round the corner, but doesn’t find the Beast waiting for him, instead he finds the supposedly deceased actor, Edward G Robinson. ‘What’s the matter, Whitey? You send some’a your boys to put the heat on my mob, you gotta expect a call from Brother Orchid!’
Suddenly, there is a flash of gray and pulsing light, and the Stranger is no more, instead, in his place squats a ‘Toad!’ the Beast gasps. ‘It was you all along?’ the Beast, still in his disguise, exclaims. ‘I dropped my thought-form’ the Toad realizes. ‘You startled me’ he tells “Edward G Robinson”, who replies ‘That’s what I intended’. Turning away, the Beast explains that he thought there might be something fish after the Stranger ran away from Moondragon at the ballpark, but later ran rings around her when the Toad came back to his power source, evidently. ‘But I never in my wildest dreams imagined you were the man!’ The Beast tells the Toad not to try and more mind-tricks on him, as he won’t by them. ‘Just come along quietly’ the Beast warns the Toad, who replies ‘You think me helpless? Always, it’s the same! He is but the Toad”, they say. “Forget him! He is a dwarfish-dolt” “He has no power save that found in some master”! No, I am “Just the Toad” no longer!’ the Toad calls out, revealing that he swore to his own master that there was a reason he stole these marvelous machines. ‘There are many others with which to destroy you back in the main hall. You shall regret under-estimating me!’ the Toad warns the Beast.
Yellowjacket sees the Toad runing back into the chamber he and Iron Man are in, and shrinks down when he realizes the Toad is headed for the control panel, hopping normally and staying below the four-foot level of the lasers, the Toad is able to outrun any of them trying to chase him stooped over. ‘But he won’t escape me - not if I’m the same height!’ Hank exclaims, chasing the Toad he asks ‘So you like machines, eh? Like the hover mines, eh?’, to which the Toad tells him to stay away. ‘No, Toad - you’re going to pay - just like any other man!’ Yellowjacket exclaims as he slams into the Toad. ‘You felt sorry for yourself - so you tore up the warmest, brightest woman who ever walked the Earth! I don’t’ care how scrawny you are - little man - I’m going to beat you till there’s nothing left at all!’ Yellowjacket declares as he starts to pummel the Toad.
There is no release in this bone-shuddering release of all his fury and frustration in each heavy blow - but there is a sad sickness, too, and the release lessens, while the sickness grows, and Hank Pym comes to a stop, and all at once, his battered victim is something else - a grotesque monster with tentacles. ‘Good Lord!’ Yellowjacket gasps. He wonders where this creature came from, before one of the tentacles wraps around Yellowjacket. ‘Don’t believe in it!’ the Beast, back to his true furry form, shouts as he races into the chamber. ‘Tell yourself it’s not really happening! He’ll never collect his wits in time, he’s too strung out! Well, it’s my fault he’s in this mess - I let the Toad slip away from me while I was lording it over him, and then couldn’t catch him under the lasers - but better late that never, I guess’ the Beast remarks as he slams his fist into the monster, the Toad reverts back to his true form. ‘Like I said, Toad, you’ve been a real thorn in my paw right along. I hope you have the common decency to just lie there for a while’ the Beast remarks as Toad falls to the floor.
A sudden silence settles, and all eyes turn to Iron Man, who is on the floor, near a console, he declares that he knew he could figure it out, as he presses a button that cuts the lasers. He then goes over to Yellowjacket and remarks ‘Those hallucinations are tough, aren’t they, Hank? There was a time, against the Mandarin - hey, are you all right?’ he asks. Clutching his head, Yellowjacket replies that he is okay, and agrees that the hallucinations are rough. Restrained by the Beast, the Toad declares that they would have been a lot rougher, if this accursed X-Man had not shattered his concentration with the tricks. ‘But know this, Avengers: you have not heard the last of the terrible Toad!’ the mutant snarls. ‘Toadie, I told you to lie down! What’s got into you, anyway?’ the Beast asks, remarking that the Toad never used to be this blood-thirsty.
Flashback images, narrated by the Toad:
‘Do you hear? You call me Toady - a word meaning “obsequious sycophant!”’ He remarks that he was nothing to Magneto, much less to himself, until the real Stranger stole them away to his world. ‘Of all mutants, I was most despised’. The Toad explains that he had faith in his master, who then deserted him at the first opportunity, though he was swiftly returned, the seeds of rebellion were already sown. It took two years, but the Toad harvested that crop, and his solitude and freedom were short lived, as first he was captured by the Sentinels, and that reunited him with the Scarlet Witch. Toad had loved her from afar when they were in the Brotherhood of Evil Mutants together, and now he made excuses to remain by her side, a slave to her every gesture - and she never knew. ‘That is how I came to be with her and Pietro the night Arkon took them’ Toad explains.
Toad reminds the Avengers that soon after they rescued their teammates, but he asked to remain on Arkon’s world, as he had plans, and so, he used its resources to construct a ship, as he had seen Magneto do, and flew across distance and dimensions, returning to the prison planet of the Stranger. Most of the time the Stranger is gone from there, so he had little to fear as he breached the planet’s defenses, in much the same way Magneto had done, and Toad had so much to gain, as he plundered the Stranger’s planet, removing all of his machinery he could understand, and installing it in his ship - the thought form was the easiest of all, after Toad’s years with Mastermind.
Toad explains that someday, when he felt had had mastered all of these devices, he planned to go to Wanda, and ask for her hand. He frowns and declares that then his radio-monitors revealed that the Scarlet Witch had already married, the Avengers’ android Vision, and his pain threatened to enslave him for the final time in that instant, yet, he fought back, as he has learned to fight everything, and swore an oath to take that pain to the Scarlet Witch and the Avengers. Toad reveals that he used illusions to strike the terror he knew he could never inspire in the Avengers. ‘Blast it! Look at me when I’m talking!’ the Toad shouts as Iron Man turns his back on him. Iron Man tells the Toad that he has things to do, if he is going to pilot this ship back to Earth. ‘You blew your chance, it’s over’ Iron Man adds. The Toad starts bouncing up and down, warning the Avengers that, someday, they will be sorry for this. ‘Well, send us a postcard when someday’s coming up’ the Beast jokes.
Iron Man turns once more to the pilot’s chair, and the Beast measures their captive’s reaction from the corner of his eye. Neither they nor their captive happens to be facing Yellowjacket, who appears to be keeled over in pain, ‘Have to hold on! Have to - for Jan!’ he thinks to himself.
And, on a South Pacific isle, two lovers are facing them all, looking up to the sky, ‘Beautiful night, eh, darling?’ the Vision remarks. Wanda smiles and replies that she has never felt such peace.