The Grim Reaper has asked the Vision to join them in destroying the Avengers in order to give the Vision a human body by transferring his mind into Captain America. After the Space Phantom checks out their new "ally", the Vision goads the Grim Reaper into anger by suggesting that the Reaper is merely one of the Phantom's lackey's. This gives Captain America (Who has been spying on them) the chance to attack. The Vision explains to Captain America that he was tricking the Reaper into believing the Vision had joined their cause in an attempt to free his captured comrades. The two Avengers then free their friends and soon find themselves confronted by the Grim Reaper, Space Phantom and an army of Hydra soldiers.
When the Phantom tries to kill the Vision, the Reaper attempts to stop him, and soon a battle erupts between Hydra and the Avengers. The Avengers are soon felled by one of the Phantom's weapons, except for the Scarlet Witch who escaped to summon Thor, and the Vision who was immune to the sonic attack. However, the Phantom get the Vision to surrender and allow himself to be imprisoned when he threatens to kill the Grim Reaper. The Phantom then chases after the Scarlet Witch so she cannot rouse Thor, and she is quickly captured.
Phantom then arrives at the Avengers Mansion and attacks Jarvis and Rick Jones, the only two present at that time, and takes them both back to his hide out. There, Rick comes around and the Space Phantom reveals that he will assume Rick's form for some sick satisfaction when he pushes the button that will execute the Avengers. Just as the Phantom is making his transformation (which would shunt Rick off into Limbo) Rick clashes his Nega-Bands together becoming Captain Marvel.
Marvel then frees the Avengers and they all make short work of the Hydra army. Marvel explains to the others that when Rick clashed the Nega-Bands, the Space Phantom's powers attempted to become two people at once and that proved to be too much and so the Phantom was transported to Limbo, while Rick was transported to the Negative Zone as usual. The Avengers allow the Grim Reaper to go free and all the Avengers return home, where the Scarlet Witch and Vision reconcile their feelings for one another.

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