Leaves Group: Quicksilver • Scarlet Witch

First Appearance: The Keeper of the Flame, Dr. Franz Anton, Prince Rey

Villain: Hu Chen, Black Widow, Power Man, Swordsman, the Keeper

Guest Appearance: Dr. Anton, Prince Rey

Innovations: Avengers "Plan S", Flame of Life

Gadgets & Technology: Rocket-Powered Air Car, Black Light Activator

Letters Page: Page One • Page Two

House Ad: Page One

Meanwhile, Jan is trying to reach a disconsolate Hank Pym, who is wracked in self-pity over his freakish size. He reads a newspaper article about an old colleague of his- Dr. Franz Anton- who is in South America doing research that might help him with his problem. He decides to head to South America and find out if Anton can help him, so he loads up on Tony Stark's rocket- powered air car and heads south.

The Black Widow is still receiving orders from her Communist controller- Hu Chen- to destroy the Avengers. Her fellow super- villains, Power Man and the Swordsman, are fighting amongst themselves, forcing Natasha to step in and keep them from hurting each other. While they discuss their next plan to take on the Avengers, their foes are planning likewise. The Wasp suggests they enact "Plan S", and Cap agrees. Hawkeye, Cap and the Wasp fan out across the city, snooping around the underworld looking for clues. The Wasp stumbles onto a conversation in a seamy bar between a couple two-bit hoods, where they let loose the location of the Black Widow's hideout on Bleecker Street. Janet takes this hot piece of information back to her teammates, but Hawkeye requests permission to tackle them on his own, since it's his problem. Cap gives his okay.

In South America, Goliath has arrived at Dr. Anton's home, but finds it completely trashed. Suddenly, a small group of strangely garbed men overtake him. He fights them off and sends them scurrying, save for one who he grabs by the lapels and demands answers from. The frightened man says he's from a secret race of people in a hidden land, who have seized the doctor and are holding him prisoner. Goliath picks up the man and carries him towards the "hidden land" despite his scared protests to the Avengers not to violate the territory with his presence.

Hawkeye is on his way to reckon with the brainwashed Black Widow, and he finds her hideout. He enters through the skylight and challenges Power Man and the Swordsman, who are standing below. The Swordsman bellows to Hawkeye that he will always be "the master" to the arrow-shooting Avenger and uses his sword to cut the cable Hawkeye was swinging from, causing him to fall to the floor and lose all his arrows. Power Man starts to bash on him with his fists, but Hawkeye manages to snag an arrow and blast out the area under his feet, causing Power Man to fall to the floor below. The Swordsman pushes Hawkeye back into the shadows, taking refuge from the power blasts of the villain's sword. There, he sees Natasha, who draws him close and then blasts him with her "widow bite" ray.

Hawkeye is stunned, but able to reassert himself in time to knock Natasha to the ground and retrieve the rest of his arrows. But the Swordsman rushes towards him, declaring it time for "the master" to deliver the final blow to the student....

Back in South America, a tyrannical man dressed in a flowing green robe, wearing a large helmet, brings to a flaming altar the one and only Dr. Franz Anton. The man, who calls himself the "Keeper of the Flame", declares Anton to be a spy trying to discover the sacred secret of the "Flame of Life," which he has vowed to keep secret from the rest of the world. The Keeper is told by his guards that Goliath is coming, and they hide Anton and the Keeper leads a prayer to the flame, saying he and his people will guard it against any oncoming threat. Then, Goliath comes on the scene. The Keeper shouts to his people to attack Goliath, and they put him on the run. But suddenly, everything goes black, and Goliath is approached in the darkness by Prince Rey, who claims to be the rightful ruler of this forbidden land, and he scurries giant man away with him to safety.

Meanwhile, Hawkeye faces off against the Swordsman, and takes out a large degree of righteous fury on his former master, knocking him out in a decisive battle. But he's taken surprise by Power Man and wrapped up in a debilitating bear hug, which is only broken by a "widow's bite" from Natasha, who is now clear of her brainwashing! Hawkeye fires a blast arrow above Power Man, causing the roof to cave in on him. Hawkeye embraces his love Natasha and she explains that she was brainwashed by the Commies and didn't know what she was doing.

At the mansion, the Wasp sees a news report about the missing Dr. Anton and the evidence of the rocket sled Hank left behind. She puts 2 and 2 together and realizes that's where Goliath ran off to. And in South America, Goliath continues to learn more about the hidden land from Prince Rey, while the Keeper of the Flame redoubles his efforts to track down the intruder.

(continued in AVENGERS #31)

--synopsis by Gormuu