Leaves Team: Hulk

First Appearance: Space Phantom

Villain: Space Phantom

Guest Appearance: Rick Jones

Innovations: First appearance of Hank Pym as Giant-Man in Avengers, Limbo

Gadgets & Technology: Giant-Man's Cybernetic Helmet, Iron Man's chestplate accessory compartment, Moon Tractor

Letters Page: (no letters page in this issue)

House Ads: Avengers #3 preview

At the same time, in outer space, an ominous meteor streaks toward the Earth. When it lands, it takes the form of the Space Phantom, an evil alien determined to defeat the Avengers so his people can easily invade the Earth. He uses his powers of shape transformation to take the form of a passerby and exchange presences with him. The surprised man is transported to Limbo- "the silent world between shadow and substance," as Space Phantom describes it. Space Phantom makes his way in the form of this man to Tony Stark's mansion and wanders right through the Avengers security perimeter. This sets off an alarm, and the Hulk goes out to investigate by himself. The Space Phantom quickly "trades places" with him, sending the Hulk to limbo and returning the man back to reality.

His plan now is to use the Hulk to cause dissension among the Avengers, thus making them easier to defeat. He begins by assaulting Iron Man, and a fight breaks out. Thor steps in between, and the Space Phantom/Hulk crashes his way outside to let his treachery come to a slow boil among the other Avengers. When he finally reaches the street, "the Hulk" notices the man who's identity he first assumed in a fevered sweat, communicating his story to others. The Space Phantom can't allow his true story to be revealed, so he interrupts them by ripping up the section of sidewalk they are standing on. Amongst the crowd, though, is Rick Jones, who thinks he see the Hulk running amok, and he steps in and announces that he should go with him to his secret lab where he can calm down. Not wanting to arouse further suspicion, the Space Phantom agrees.

Together, they leap off into the distance, though Rick notices many strange things about his friend the Hulk and the way he is acting and speaking. Realizing the boy is on to his treachery, the Space Phantom has a "sudden urge to boast" and tells what he assumes to be a "weak teenager" the whole story behind his duplicity. He even goes so far as to tease Rick Jones by pulling the Hulk out of limbo for a moment, and then returning him right back in an instant. The Space Phantom, back in the guise of the Hulk, leaps off into the distance to return to his pursuit of the Avengers.

On his way back to the Avengers, the Hulk stops to destroy a Tony Stark-developed missile battery that is about to be tested, confident it will be something the rampaging Hulk will be blamed for. An urgent call about this sabotage goes out to Tony Stark, who is connected to his heart monitor. He springs into action, changing into Iron Man and rushes into action against the Hulk. Spotting who he thinks is the Green Goliath, he announces "We never should have let you into the Avengers!" Iron Man grabs the Hulk by the wrist and sends an electrical charge through him, causing the Hulk to shriek in pain and run away. Iron Man wonders why the Hulk has done this, as he is seemingly more powerful than that! Space Phantom changes from the Hulk to a small insect, bringing a dazed Hulk back to reality. Of course, Iron Man has not noticed the change, and uses an "expanding device" to construct a massive metallic hammer to bash the Hulk with.

Meanwhile, the "weakling" Rick Jones has enlisted the aid of a Teen Brigader and his ham radio to contact Giant-Man and let him know the Space Phantom has taken the identity of the Hulk. (Hank Pym has, in the intervening moments of this story, changed identities from Ant-Man to Giant-Man.) He and the Wasp find Iron Man and the Hulk in battle, and step in the middle to stop it. Giant-Man explains what Rick Jones has said to him, and the two warriors stand down. Unfortunately, the Space Phantom- disguised as a wasp- is attacking The Wasp! (WHAT NERVE!) Giant-Man and the rest of the team rush into action, but when Giant-Man discovers the Wasp is safe, Space Phantom sidles up behind him and swaps identities! This blows Space Phantom's cover, but no matter- he still thinks he can defeat the Avengers.

Space Phantom/Giant-Man is in combat with the Hulk, first in fisticuffs and then the alien comandeers Tony Stark's tank-like Moon Tractor to run over the Hulk. Of course, the Hulk is able through his super-strength to redirect the tractor, but sends it on a collision path with Iron Man. Shellhead is able to stop it cold with his magnetic abilities, but it dazes him long enough for the Space Phantom to take his identity, bringing Giant-Man back to reality. While the Hulk and Giant-Man take on Iron Man/Space Phantom, the Wasp flies to the doctor's office of Don Blake, asking for him to contact Thor to come to the fight. Out of eyesight of the Wasp, Don Blake turns into Thor and flies along with her to battle.

Space Phantom/Iron Man is doing a number on the Hulk and Giant-Man, spinning them around in the air like tornadoes. Thor decides to cause a rainstorm over the head of the fake Iron Man, which causes him to rust over so that he is unable to move. A cackling Space Phantom announces his plan to take the identity of Thor, but is surprised to see himself instantly transported to Limbo. It appears his powers do not work on gods! The Avengers gather together and regain their composure, figuring the Space Phantom is forever doomed to be hanging out in Limbo. Unfortunately, the Hulk reveals his hurt feelings over the rest of the team hating him and the remarks they made about him while the Space Phantom did terrible things in his disguise. Saying he can never trust them to be his friends, he leaps off into the distant sky, leaving the Avengers to wonder how they will keep him in check in the future.

-- synopsis by Gormuu

-- panel images and house ad by Avengers Assemble

Issues Reprinted
Avengers #1-10

Click on cover image to learn more about each issue.