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Cover Date: August 1977
Cover Price: US $ 0.30
Issue Tagline: This is it! Showdown with Ultron!
Format: Color; Standard Comic Issue; 32 pages
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Letters Column: Avengers Assemble!
Thor arrives at Avengers Mansion. It appears that all of the Avengers have been killed, except for Wonder Man, Iron Man, and the Black Panther. Ultron has tricked Ant Man into believing that he rescued Janet from the Avengers, and the only way to save her is to transfer her life-force into a mechanical woman. In truth, Ultron wants to bring life to this mechanical woman to be his "bride". Another call to Hawkeye goes un-received. It is revealed that the Grim Reaper was sent to attack the Avengers by Ultron, who also gave him the coma-ray. Thor, Wonder Man, Iron Man, and the Black Panther track down Ultron's lair, thanks to a clue given them by ants, and attack him. During the battle, Wonder Man has doubts. He is not into it, and also is afraid of dying again. The process to transfer Janet's life force to the mechanical woman is almost complete, and only Ultron knows the code to revers it. Ultron is on the verge of winning the battle, when Iron Man threatens to kill the mechanical woman unless Ultron gives them the code. Ultron relents, gives them the code, then flies away. T'challa disapproves of Iron Man's methods, and Tony tells him to stow it. T'challa also deduces that it was the mechanical woman who tipped them off as to Ultron's location. Hank still is amnesiatic, and rails against the Avengers and even Janet, saying Ultron will free him, and that he doesn't love Janet.
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In the Bullpen bulletins, notice is given that penciler Bob Brown had died of leukemia.
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