Captain America is furiously working out in the training room. Beast comes in and tries to talk to Cap, but the good Captain is not in the mood for jocularity. Cap drops from his hanging position and Beast thinks that Cap needs to be saved! Cap then reaches for a horizontal bar and nimbly drops to the ground. Cap then picks up a set of barbells with 500 pound weights and starts to pump them furiously. Beast is still trying to get through, but Cap finally just tells him to go away. Enter Iron Man who says he needs a word with Cap. Beast is basically told to shove off, but before he leaves, he picks up the weights with one hand and hums while leaving the training room. Now alone, Cap and Iron Man begin their discussion. Cap is only half-listening as he starts to work out with a mobile stunblaster. Iron Man apologizes for both himself and Wanda (who lit into Cap a few issues ago) and tells Cap that he's willing to step down as chairman. Cap says that what was really bugging him was that Iron Man seemed to treat his Avengers' duties as a part-time job. He thinks that Iron Man's responsibilities to Tony Stark outweigh his Avengers duties. Iron Man begins to reveal his secret identity, but Cap tells him to keep his secrets. "You lead... I'll follow-- that's enough!"
In the living room of the mansion, Vision and Wonder Man are playing chess as Jarvis and Scarlet Witch look on. The phone rings, and Wanda picks it up to hear Hawkeye on the other end. Hawkeye explains that he's in a train station in Colorado and that Two-Gun Kid simply vanished from the train. Wanda offers to fly out to help, but Hawkeye tells her to just sit tight, that he is on his way back to New York.
In Attilan, Quicksilver is restless. It is night, and he can't sleep. Crystal joins him on the balcony of their residence and voices her fears that Pietro would leave Attilan without her. Quicksilver tries to reassure Crystal, but before he can finish a sentence, he fades out and disappears, leaving Crystal screaming his name...
Back at the mansion, Yellowjacket and Wasp enter the living room. Wanda fills them in on the news from Hawkeye. After the explanation, a moving man named Meyer informs "Mr. Bumblebee" that "dis tin lady, we got her inta da hall like you said! Now what?". Wasp explains to the gathered heroes that she couldn't stand having "that THING of Ultron's" in the house any longer. If Hank wants to study it, then he can do so at the mansion. Meyer's assistant Mack is standing by with the metal woman. He's remarking on her beauty when Yellowjacket explains how Ultron came to create her. She was Ultron's intended bride infused with the life-force of Janet Pym, but she unselfishly gave up her own existence by summoning the Avengers to Ultron's lair. Meyer dryly informs Yellowjacket that they're on a flat rate, so he and Mack begin to wheel the tin lady into the lab. Mack wants to be sure not to wake her up.
In Saugerties NY, a young Vance Astrovik is playing ball in the darkening streets. Suddenly a truck loses control, but stops short before plowing into young Vance! Charlie-27 leaves unnoticed in the confusion. He picks up his groceries and heads back to where the rest of the Guardians of the Galaxy are holed up. Starhawk tells him that perhaps it was destiny that guided Charlie-27. Starhawk then tells the group that they dare not abandon their vigilance because Korvac WILL come to murder young Vance. "Accept the word of One Who Knows!"
Back at the mansion: Mack and Meyer finally set up the tin lady in the lab. Mack is admiring the robot, when he thinks he saw her move. Meyer tells him that he's crazy, but suddenly one red eye opens and the tin lady breaks free! "He has awakened me! He calls! I must go to him! Let nothing stop me!" Mack and Meyer run full-tilt down the hall where they run into Yellowjacket, Wasp, Vision, Wanda, and Wonder Man. The five Avengers take off toward the lab, but the tin lady throws a switch cutting them. Before the reinforced door slides into place, Vision, YJ and Wasp make it through. Wonder Man then starts to batter at the door. "Hey! What's this made of? Nothing shy of Thor's hammer can equal the striking power of my fists..." Wanda tells him it's a new alloy Tony Stark developed and that if she's able to concentrate, perhaps she can bring down the door with a hex. Wonder Man continues pounding...
Inside the lab, Vision, Yellowjacket, and Wasp come up the walking robot. She turns and is startled to see Jan. "Janet! You live too! How was I quickened without your life being forfeit?" Wasp and YJ are stunned to hear Jan's voice coming from the robot. Vision doesn't hesitate and thrusts an immaterial hand into the robot. Ultron was prepared for this, and put a few anti-matter pods within the robot body. With a surge of energy, Vision is catapulted across the lab. At the lab door, Wanda announces that she's ready to crumble the door, but Wondy lays in a few more punches and the door finally caves in! Beast has joined them and the three run into the lab.
Vision is writhing on the floor and tells them that he must not be touched until he can dissipate the energy flowing throughout his synthezoid frame. Ultron's robot bride, in the meantime, has made it outside to the courtyard where Wasp and Yellowjacket try to drive her back into the mansion. The robot reaches out and plucks YJ out of the air. In seconds, YJ will be crushed, but the Beast leaps into the fray with a flying drop kick that loosens the robot's hold on Yellowjacket. The robot is down, but her eyes begin to glow and the Beast is stunned by her eye beams. Wonder Man has had enough and begins to batter at the robot. She has erected a force field that Wondy tries to pound his way through, unfortunately, Wonder Man is sent flying with another blast from the robot's eye beams. Wasp unleashes another sting, and then Wanda wraps her up in a tree. The robot breaks free and stands facing the heroes. YJ: "We don't dare take any more chances!" Wonder Man: "Right! Let's SMASH her!"
"NO!!!" echoes across the courtyard as Iron Man flies in. He tells the group to back off and leave her alone. Thor then flies in stating "T'would seem my long-delayed return to Avengers' mansion is well timed. The menace of yon mechanical contrivance in woman's form shall END with a thundrous blow from mine enchanted mallet!" With that he let's his hammer fly. Captain America is wondering why Thor doesn't recognize the robot, but realizes that he has to intercept the hammer before it strikes! He bounces his shield at the robot's feet and manages to deflect the hammer in mid-air. Thor is a bit peeved that two of their members would stand against the rest to aid a foe. Iron Man is finally able to explain that he can trace the robot's electrical patterns, and that he is letting her go. "We're going to give her a head-start-- and she's going to lead us to... ULTRON!"