Goes Back to Active Status: Quicksilver • Scarlet Witch

Villain: Ixar, the Ultroids, Ultrana

Origin: Ixar, the Ultroids

Guest Appearance: Black Widow

Innovation: First named appearance of Ultrana, Ixar turns into Ixar the Invincible, first mention of "the Avengers Code"

The Avengers Code: "The Avengers Code forbids us to harm any living being, or allow one to come to harm!" - - Captain America

Letters Page: Page One • Page Two

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Captain America and the Black Widow are stunned into unconsciousness by the Ultroids. Ultrana commands them to take Captain America to his respective Transferal Capsule, where his powers will be drained and synthesized so Ixar can implant them in his Ultroid army. Black Widow is dismissed as irrelevant to their plans, since she is not an Avenger. As the team is held inside their Transferal Capsules, unable to move, Ultrana regales them with the origin of the Ultroids:

Ixar, once a human, was part of a race of people that spent eons fighting each other until thermonuclear war destroyed all humans except him and the leader of the other race. They continued to battle each other with robot armies, such was their lust for war. In the final battle, however, Ixar was mortally wounded and was forced to transfer his vital energies into a computer so he could live on and continue fighting. Once he became a computer, he searched the galaxy for super-beings stronger than he, who's powers he could steal to create an invincible legion of Ultroids. He found Earth and the Avengers, and now that he holds them all captive, they lift off from the planet's surface to head into outer space.

But Goliath holds a trump card. The Ultroids did not know he had regained the power to shrink, and thus had not designed his Transferal Capsule with that in mind. He shrinks down to the size of Ant-Man and sets himself on the shoulder of the Ultroid captor, then turns to large size! He frees Cap from his cell, then Hawkeye, and they take on the Ultroids with great fervor. Now that all the Avengers are free, Ultrana and her Ultroids surrender. The team welcomes back Quicksilver and Scarlet Witch to the fold, and they turn their attention to freeing the Burgomeister. However, just as they try to free him, Ixar threatens them by saying he will electrocute the Burgomeister if they don't surrender. Cap explains it would be a violation of the Avengers code to directly harm anyone- or indirectly allow harm to come to anyone. Just then, all the Ultroids begin to disappear, as Ixar starts to absorb their energy from them. He incorporates all their energy into his form, and comes out in a gigantic new physical form- as Ixar the Invincible!

The Avengers go on immediate attack formation to take on the colossus which stands before them. Quicksilver tries to go it alone against Ixar, but is batted down by Ixar's giant fist. Goliath is able to toss him aside, but Ixar gets back up and wraps some electrified cables around Hank Pym, shocking him into unconsciousness. Cap slices his sheild through the cables, bringing that threat to an end, and manages to upend the giant villain, but eventually he, too, is electrified. The Scarlet Witch launches a hex spell against Ixar, which seems to do the trick, knocking him down to the ground. But as she tends to her brother, Ixar sneaks up behind her and seals her inside a Transferal Tube.

With all the Avengers down for the count, only Hawkeye remains. After tracking down the Black Widow, he brings her back to the computer room, where he finds his teammates and all the carnage around them. As Ixar threatens him with an energy beam, he turns his arrow towards the Burgomeister and tells Ixar if he doesn't surrender, he will fire an arrow at the man who is tied to the chair. It is revealed then that the Burgomeister's form had been taken over by Ixar, and he was the real source of Ixar's villainy.

Of course, Ixar reminds Hawkeye of the Avengers Code, and Hawkeye is forced to lower his arrow. The Black Widow steps up, though, and threatens the life of Ixar's new human form, saying she is not bound by the Avengers Code, as she is not an Avenger! In short, Ixar surrenders and vows never to threaten this galaxy again. The flying saucer returns the Avengers to Transia, where they tell the townspeople the Burgomeister died as a hero, not wanting them to know the full story of the near alien-invasion that took the real Burgomeister's life.

--synopsis and panel images by Gormuu