The Avengers are relaxing in their newly decorated den. However, Giant-Man notices that something seems to be troubling Cap, and wants to know what it is. Cap apologizes for his behavior, and claims that it’s nothing and that it will soon pass.
Wanda doesn’t think so. Silently, she has noticed that Cap has been brooding to himself for days now, and seems to be thinking about something he doesn’t want to talk about with the rest of the team. Though Hercules doesn’t know what troubles his friend, he can’t wait to get into action again. And he thinks Cap’s troubles can be fought away as well. Cap doesn’t think so. To himself, he realizes that he needs something that is unreachable. He is in love with a SHIELD agent, whom he only knows as Agent Thirteen. He wonders if he should confess his love to her, while he still wears the mask of a super-hero.
Suddenly, Hawkeye comes home with the Black Widow, who has just been released from the hospital. Hawkeye tried to talk her into joining him for a quiet ride out of town, but Natasha insisted she visited the Avengers first. The Avengers happily welcome Natasha back, and notice she isn’t wearing her Black Widow uniform anymore. When they want to know if she has given up on that identity, Natasha admits she has made up her mind, and that the Black Widow is gone forever!
Janet arrives in a beautiful new, red dress and also has her chauffeur with her. She also welcomes Natasha back and can’t wait to see the medal Nick Fury gave her for her successful mission. Hank is glad to see Janet again, but wants to know who the guy is with her, because the Avengers had agreed not to bring outsiders to the mansion. Janet introduces Charles, the new chauffeur she has hired, to the group just so that they would recognize him whenever he came to pick her up. Quicksilver mocks that it’s okay, realizing that a mere outsider couldn’t harm the Avengers, even if he wanted to.
Hank kind of agrees with that statement, but reminds Janet not to think she can go outside of the Avengers rules just because she became wealthy recently. Janet realizes that Hank is right, and tells Charles to leave and drive her car back to her apartment. Charles says that’s fine and, to himself, thinks he doesn’t need Janet anymore now, now that he has seen the inside of Avengers Mansion!
A little later, Janet apologizes to Hank and hopes she didn’t get him too angry. Hank smiles that, when he looks at Janet in that dress, he regrets the fact he’s got some lab work left to do today. Hawkeye and Natasha invite Hercules and Wanda to join them for an evening stroll. Hercules agrees, but only if the Scarlet Witch wants to join him. Wanda would be delighted to, and tells Hercules he can call her by her real name. Pietro invites Cap to a ballgame, and he accepts, after he finished his chapter from his Tolkien book, because Cap has always been a sucker for far-out fantasy stories.
Wanda goes to change clothes, and Hercules goes to shave off his beard and wears a suit, so he looks just like other “common men”. Not even his father Zeus would recognize him in this suit. Hawkeye jokes that Hercules has done the Samson bit. Hercules doesn’t understand that joke, but Hawkeye mocks it’s too complicated to explain. Later that evening, Hercules notices that the other girls still stop to stare at him and wonders if he’s doing something wrong. Wanda jokes it’s quite the contrary. Hawkeye jokes to Natasha she’s just stuck with him, but she’s fine by that as long as Clint keeps buying her compliments.
Meanwhile, Janet’s chauffeur realizes that he now learned exactly what he wanted, namely about the safety protocols at Avengers Mansion. There are too many electronic security devices, and even the Wasp had to shut them down in order to get inside the building. This means that he’ll have to find another way to seek out his revenge. Charles drives to the Lower East Side and makes it to his hideout. He removes his driver clothes, and recalls that before he left, he heard Goliath say that he and the Wasp were going to stay home this afternoon. “Charles” is confident that this is the last mistake Goliath will ever make. He puts on a battle suit, and reveals his true identity… that of none other than… Whirlwind!
Whirlwind reveals that he forged some fake reference and played the subservient fool to lower the guard of his old nemesis, which is Giant-Man. For, whether by that name, or his new one, Goliath, he still remains Whirlwind’s most hated enemy. It seems that the two of them were almost meant to crash, almost from the day he was born. From earliest childhood, Whirlwind always knew that he was different and had powers beyond those of the normal man. The kids always thought that nobody could whirl around as fast as he, David Cannon, could do, and always found it a shame that someone with his talents was destined to live a life of a bully. But, Whirlwind’s “talent”, was not long limited to merely having his own way. Even in his teen years, David began to train for a future life of crime and began robbing stores.
Unfortunately, he ended up caught once or twice by the police during his youth. But that made him only to train harder every day, until one fateful day, everything changed. The police got word that an anonymous caller threatened to rob the store they were heading for. Whirlwind was that caller and quickly defeated the police officers, and successfully robbed the stores.
Soon, the papers were all full of his exploits, describing him to be called “the Human Top.” However, eventually, Whirlwind once again faced failure when he was defeated by Giant-Man. However now, Whirlwind feels like all of his defeats are behind him. The Human Top is out of prison, and has taken on a more sinister name… that of Whirlwind! Thus, it is time for him to re-establish his reputation, and he doesn’t see a better way than to punish the one that had captured him before. Goliath must die, so that Whirlwind can live!
Back at Avengers Mansion…
Hank is looking at some red ants he has stored in his lab. Janet replies she never liked the red ones as much as the black ants they used to ride. Hank explains that he chose red ants for this experiment because his control over them has never been as complete as it should be. He believes that, with the aid of the new cyberno-tron he built, he hopes to figure out the reason. Hank admits he’s also starting to believe that his future doesn’t lie into being Goliath, but as being Ant-Man.
Meanwhile, Cap is thinking that he’s useless to the team, and should perhaps pursue a career as Steve Rogers. Janet is surprised that Hank is thinking about giving up his Goliath identity. Hank corrects that he isn’t sure about it yet. He just wants to find the best way he can be of use to the Avengers.
Quicksilver arrives and asks Cap if he’s ready for the ballgame. Cap goes to put on a nice suit, and he and Pietro leave in a flash spotlight. Along the trip, Cap can’t help but worry about Hank, as he’s spending too much time in his lab these days. Back at the Mansion, Hank and Janet are fully working on their science project. On that moment, a furious Whirlwind attacks the two mighty Avengers, confident that he can win this time around. Janet and Hank recognize their old enemy from their earlier battles, and are confident they can beat him again since they’ve done it in the past as well.
The Whirlwind quickly runs around, using the same speed Quicksilver has, and he manages to tackle the two heroes. Janet shrinks both herself and her lover into their tiniest forms in the hope to be safe. However, Whirlwind noticed them doing this, and grabs them both in the palm of his hands and tosses them in Hank’s ant-farm! Without Hank wearing his special helmet, he can’t control the ants in it, and they see the two of them as intruders!
Hank notices a crevice and he and Janet climb into it, and are safe from being eaten. At least for a little while. They look out of the farm, and notice that the Whirlwind is placing bombs into the Avengers’ machines. They want to escape and prevent them from going off, but have no idea how to do that. Janet suddenly slips, and falls down to the ant. The ant starts attacking them again. She notices a small stick lying around, and tosses it to Hank so he can defend himself and rescue her. He fights the ant with it, and hopes he can defeat it soon.
Not much later, Cap and Quicksilver arrive home again, as the ball game rained out before they got there. They notice a hole in a wall, and suspect they are under attack. They quickly get into uniform, and Quicksilver attacks Whirlwind, believing him to be a mutant just like he is. Whirlwind admits that’s possible, but he isn’t sure about that fact. The two Avengers are defeated, and Whirlwind mentions that he has to get out of here before the next eight minutes, as that’s when the bombs will explode. He shouts at the two Avengers that they have doomed themselves, as he had only wished to take down Hank and the Wasp.
Meanwhile, more ants appear and start fighting Hank. Janet finds another stick and kills one of the ants with it. Suddenly, surprisingly enough, the ants start lifting her up. Janet suspects that she killed the queen of the ants, and that they threat her as their queen now. They also stop fighting Hank, realizing that he is with Janet. Hank suddenly remembers that, while studying these ants, he installed a mini-cybernetic control helmet in the farm to control the ants. He goes to find it and, once he finds it, he puts it on and can now once again hear the ant’s thoughts, and control them. Hank is thrilled to be finally able to do this again, and leads the ants into battle, reminding them and Janet that they’ve got to stop Whirlwind’s bombs from going off.
The ants line up to help Hank get out of the farm, and he rushes over to the control panel, where he activates the microphone to pull up the volume of his voice, so he can warn Pietro and Cap about the bomb. They hear the message and, while Cap uses his enhanced reflexes to tackle Whirlwind down, Hank informs Pietro where the bomb is. Quicksilver takes it out of the machine. He runs out of the building through the window, and makes it to the nearby river, where he drops the bomb in without harming himself or anyone else.
While recovering from the huge amount of speed he just used, Pietro overhears the nearby people mocking him for being a freak, and that they don’t trust him at all, even though he just saved their lives. Pietro realizes he has to stay calm, but also realizes that the day will come when he won’t be able to tolerate the hatred from the humans anymore, and will lash back!
Whirlwind uses the confusion to escape from the mansion. Hank tells Cap to activate the reducing ray machine he invented, which shall help him and Janet grow back to their normal size faster. Cap activates it, and the plan works. Quicksilver returns home, but is furious when he notices that Whirlwind escaped, and believes that he will use his victory to gloat him. Cap manages to calm Pietro down, and Pietro is just glad that both Hank and Janet are all right. Hank also proudly announces that, from this moment on, he shall keep using the device to control the ants, so that the Avengers shall both have the power of Goliath and Ant-Man on the team.