The Avengers are pursuing a lady robot through the streets of New York! Iron Man, Captain America, Thor, Vision, Scarlet Witch, Wonder Man, and Beast are delayed when a mob forms around them. Iron Man explains to a mounted policeman that they are in search of an escaped robot that they hope will lead them to Ultron. Beast is beset by an adoring flock of female fans when Thor plucks him out of their midst. Wanda is approached by a Mrs. Pike who is interested in using Wanda as a model. Vision interrupts and Wanda says "I'm coming, my love!" Mrs. Pike's assistant Blanche, can't believe what she's heard and is aghast that they are a couple. Wanda and Vizh depart, leaving Mrs. Pike and Blanche wondering who they could get to model for them. Blanche reminds Mrs. Pike of the customer she left in the dressing room...
Meanwhile, Iron Man has discovered a hole blown through a brick wall. On the other side of the wall, the assembled group come upon a drunk. "Oh...yeah! Da robot lady! shure! She took off wit' a penguin! Ha, Ha! " Wanda tries to fathom the answer. In the next scene, we see a car heading northbound on Riverside drive. In the back seat, sits the female robot. In the front seat? Sister Eucalypta drives serenely on...
Mrs. Pike finally makes it back to her customer in the store's dressing room. The customer is a bit miffed that she has been kept waiting for so long. Mrs. Pike apologizes and goes to find another outfit. When she leaves, the figure in the dressing room stiffens as "she is transfixed by a hazy, kaleidoscopic assemblage of images in her mind". A glow appears in the dressing room and the customer disappears! Mrs. Pike tries to figure out why her customer left without her clothes. She doesn't notice Ms. Marvel fly out of the store over her head.
Back in the alley, Iron Man locates some tire tracks, and the group figures to follow them. Ms. Marvel flies in and offers to help the team. Beast has had a prior run-in with her (see the notes below) and is not too eager to have her with the team, but Hank is overruled and Ms. Marvel joins the crew. Wonder Man spots a low-flying craft and thinks they are under attack! As the craft gets closer, they see it is driven by Yellowjacket and the Wasp ! Evidently, Tony Stark built them this strange flying cart one day out of spare parts lying around the hangar. Captain America, Beast, and Scarlet Witch join Wasp in the seats, as the flying members of the group take to the air. As Ms. Marvel puts it: "I can't ignore the seventh-sense images I saw! The Avengers are headed into a nightmare... a grisly battle under death's own shadow! I can't even bring myself to tell Wanda the horror that awaits her!"
Iron Man tells the group that his readings show that Ultron's robot bride is directly below them. He points out the structure. A convent? They land and approach the front door. Sister Eucalypta answers and the Beast pushes his way to the front so he can ask the nun if they can enter and search the place IN LATIN! The Sister agrees, and the group enters. Just as they get inside, Iron Man's tracer signal completely stops! Thor is uncomfortable, but respectful as he removes his hat. He speaks to Wanda: "This house of Christian worship hath no regard for the Asgardian God of Thunder!" "Should it?" "Nay, Milady! E'en my father, mighty Odin, who is called all-powerful, doth lay no claim to supreme divinity... and yet, t'would seem that many mark my very EXISTENCE as an affront to this edifice!" Wanda interrupts, because she feels someone is watching them. No sooner does she open her mouth when a flash envelopes the group and Wanda and Sister Eucalypta both disappear! The Wasp hears noises from a nearby door and Yellowjacket urges caution. (It could be another trap!) He opens the door... and the assembled crew come face to face with Ultron!
Yellowjacket takes the point, and Wonder Man is berating himself for being a coward. "I'm back while Yellowjacket is up front defying Ultron! If I weren't a coward...". Ultron gloats to the group that a residual imprint of Janet Pym's personality remained in the robot woman's circuitry. This enabled Ultron to enable her remotely. He taunts Yellowjacket with the possibility that Jan will live in robot form loving and worshipping Ultron forever! As he speaks, he locks his sensors on target and strikes with his encephalo-beam. "DIE FATHER!". Ultron is totally unprepared when YJ withstands the force of his blast! YJ explains that they came prepared this time since they had faced the encephalo-beam in their prior battle.
Ms. Marvel offers to search for Wanda. Iron Man agrees, since Ms. Marvel is not immune to Ultron's beam. She takes off and the cry rings out...AVENGERS ATTACK!...DEATH TO ULTRON! Ultron merely unleashes a blast from his hands that send the entire group flying! The entire group? Evidently not! Wonder Man makes it to the front and lands a mighty blow!
In another part of the convent, Wanda wakes up to a room of shifting mirrors. The entire room is shaped like the inside of a giant crystal, and each facet is shifting. Wanda is unable to get a bearing, so she tries to navigate the room by touch. That's when she realizes that even the furniture is an illusion! She takes a step, and then is suddenly falling through a black void. She's not sure if she can survive such a fall, but she lands in the heart of a raging whirlpool! The water swirls around her, and just as she is about to lose consciousness, the water flows into another crystal room. Or is it the same one?
Wonder Man is still battering away at Ultron and even manages to send him flying across the room! As Ultron rises to his feet, Iron Man tells them to all attack together. Ultron just repels them backward yet again!
Ms. Marvel is flying through the corridors searching for Wanda. She hears a click from a nearby curtain and reacts in time to avoid being shot by a sniper. She pulls back the curtains to reveal that the sniper is Sister Eucalypta! Ms Marvel punches her in the face, and Sister Eucalypta's head goes flying off her torso! Evidently the good Sister is a robot! Ms Marvel spies some water coming out from under a nearby door...
Back to the battle! Ultron has captured the heroes in a force sphere! They try to batter their way out as Ultron goes to see his bride. "It is time my love! Awaken! Arise, my Jocasta!" She looks at him and says: "I love you Ultron! I EXIST only to love you, to serve you, for so I was created... and thus I must DESTROY you!" She unleashes a blast from her hands that staggers Ultron! He realizes that the residual imprint of Janet must be the cause for Jocasta's un-Ultron-like behavior. "That's just the beginning of your troubles monster!" The Scarlet Witch is free! She unleashes a hex and Ultron utters the famous line: " Circuits disrupted... Damn you! " As Wanda continues to batter him with hex after hex, Ultron's molecular rearranger malfunctions, causing a rift in Ultron's armor. His power starts to leach out through the opening, and Thor uses his hammer to contain the escaping energy. When all the power is contained, Thor points his hammer skyward and unleashes the power through the ceiling! The flare reaches out to space where the power of Ultron finally dissipates in a billowing fireball. As the Avengers survey the damage to the convent, Ms. Marvel informs them that she has found the real nuns and freed them. Yellowjacket is exultant in the fact that the danger of Ultron is "eradicated! Forever!" (at least for about 30 issues!). Beast tells the assembled crew that Jocasta disappeared right from under his nose. They realize that Captain America must have blinked out too as he is also missing! Wanda: "Again! Still! You were wrong Thor, it NEVER ends... and each trial is harder than the last!"