2nd appearance "SPACE PHANTOM" last seen in Issue #2
Brooding by himself, the Vision's thoughts are interrupted by the arrival of Captain America to Avengers Mansion. The Vision informs Cap that the other Avengers have gone off to search for Quicksilver while he remained behind to brood about his lot in life. Just then Rick Jones barges in, in a fury about how the Avengers made him stay behind during their battle against the Sentinels but shows that he is once more bonded with Captain Marvel. When Rick clashes his Nega-Bands together, it causes suppressed memories to resurface in Cap's mind. Flashing back to a battle against Hydra, with Rick, Cap's partner under the Bucky guise (back in Captain America #113), at his side. Cap begins to have memories of parts of that battle that he did not previously remember happening.

Meanwhile, Iron Man, Black Panther, Hawkeye, and the Scarlet Witch search New York City for any trace of Quicksilver, when suddenly Hawkeye falls through an hidden manhole. While elsewhere, Captain America returns to the graveyard where the battle he is recalling took place. He begins to recall he and Rick chasing Hydra to an abandoned building and stumbling across a Hydra base hidden below, upon entering they were attacked by agents of Hydra. Remembering the location of the warehouse, Cap then rushes off to find it's location.

While back in the sewers, it appears that the Avengers have stumbled upon the Hydra base as well, however, each member seems to go mad one at a time and attacks the other until all present are suspicious of one another and have fought to a standstill. They're soon stopped when their true foe reveals himself: The Space Phantom has returned, and this time he has teamed up with the Grim Reaper.

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