In the lab of Avengers Mansion, we find T'Challa, Tony Stark, Yellowjacket, Beast, and a lab assistant named Alice gathered around to figure out why a corpse like Simon Williams is suddenly up and around again. It is determined that his cells are like miniature fusion reactors and that he is a creature of living energy. They conclude that he was just in a dormant state during his "demise" and that he underwent a metamorphosis in his coffin. The Beast has been left out of the discussion, so he goes for a walk. His self esteem at this point is quite low, so he is not surprised when the hot dog vendor runs away at the sight of him. What he is not prepared for, is that he is suddenly a babe-magnet! He is mobbed on the sidewalk, so that he doesn't notice a Rolls Royce driving by containing Count Nefaria.
Nefaria goes to a warehouse on the docks in order to enlist the aid of Power Man. Power Man was recently defeated by Luke Cage (Power Man) for the right to that name, so he throws a crate at Nefaria, who somehow avoids behing hit and ends up behind Power Man. He is impressed, and so joins Nefaria who tells him there are two more to recruit. Soon there is word of a super-powered hold up at a bank. The Whizzer sees this on TV and goes into action. He's forced to stop his momentum when he sees Wanda at the door. (At this point, the Whizzer thought that he was the father of Quicksilver and Scarlet Witch) She talks him out of going to the bank as he still is recovering from a heart attack and goes there herself.
At the bank, we see Living Laser, Whirlwind, and Power Man emptying the vault. Enter the Avengers... Cap, Black Panther, Yellowjacket, and Wasp. Wasp and Yellowjacket are "new and improved" as of recent events in Marvel Team-Up detail. (#59-60) The Living Laser can't seem to get a bead on them. The Black Panther decides to take on Whirlwind, but can't grab him. He's thrown into Cap who tries to dodge a bolt from Laser, but before Laser can loose his blast, the Scarlet Witch erupts a water main beneath his feet. The Avengers are able to regroup, and the villains decide to flee with the money.
We go now to Nefaria's lab where his scientists are at work on "Project N". This project is apparently an attempt at increasing Nefaria's power. He was able to gain the help of Power Man, Whirlwind and Living Laser because he promised them an increase in power as well. Little do they know, that Nefaria is just planning on using them for his own gain.
"The next day at Avenger's Mansion..." there is a meeting taking place, but the Avengers can't seem to come up with enough members for a quorum. Wonder Man is berating himself for going to a Mets game so he was unavailable while the bank was held up. Everyone is wondering where Iron Man is. He's the chairman after all, there are no excuses! The Beast shows up right then and they sit down to the meeting. Just then a car comes flying through the window and takes out the Wasp! The other members are unhurt, and look out the window to see Laser, Whirlwind, and Power Man taunting them outside. Nefaria has made good on his claims and their power has indeed been increased. Wonder Man has been having self doubts lately (especially after having frozen during the bout with Ultron in #161-162) so he goes flying off to take on Power Man. "You didn't DIE! You CAN'T be as strong as I" But Power Man proves him wrong and waylays him with a mean uppercut. So Simon hesitates up again! At this point, the rest of the Avengers join the battle. The Beast climbs on Whirlwind's back, so Whirly spins at double speed in order to knock Beast off his back. When he's done spinning, Beast says "Hey, that was FUN Whirly! Not as much fun as Magic Mountain, but it'll do!" Power Man realizes that the Beast is actually dizzy and plucks him off and sends him flying several blocks away. Yellowjacket is next in the fray, and he manages to hurt Power Man with a disruptor blast from his costume. Power Man lifts up a large chunk of the sidewalk in order to crush Yellowjacket, but suddenly realizes that he can't hold up the slab any longer and is crushed by it instead. Laser's power then leaves him as does Whirlwind's. The villains fall, and as the Avengers try to figure out what happened, a giant shock wave shatters the pavement where they stand knocking them all on their butts. In strides Nefaria who states that he will indulge his whim to slay all the Avengers.