Synopsis
The scientist Avengers Black Panther and Yellowjacket are working with Tony Stark (who they still don't know is Iron Man) trying to understand Wonder Man's physiology. Stark has brought in a biochemist named Alice to help. Which annoys Beast because he is a biochemist, and they're just ignoring him.
The consensus of opinion is that Simon Williams' cells are now miniature fusion reactors - he's made of living energy. He didn't die in #9, he went dormant as his human cells broke down to be replaced by the new ones. His body now only simulates normal human functions.
Beast leaves Avengers Mansion, tired of being (he thinks) the least-useful member of the current team. But not knowing what else to be except an Avenger. But then a bunch of admiring females mob him - they just love his blue fur.
Count Nefaria drives past, reduced by bankruptcy to driving his own Rolls Royce. He seeks out Erik Josten, the villain who used to be Power Man until Luke Cage took the name off him in Power Man #23. Nefaria offers to increase Erik's power level, and Josten accepts. But 1st he must break 2 other supervillains out of jail.
A few days later Bob Frank, the WWII Whizzer, reads about the prison break and then hears that the trio are now robbing a nearby bank. He decides to race out and stop them, but nearly collides with his daughter Wanda, Scarlet Witch, who has come to visit. She chides him for risking another heart attack. She reminds him he's retired as a superhero, and now has a job working for Tony Stark.
Power Man and the other 2, Living Laser and Whirlwind, are robbing the bank on Nefaria's orders when Captain America, Wasp and Yellowjacket appear. But Cap is slugged by Josten, and even Wasp and Yellowjacket's enhanced powers (see Marvel Team-Up #59-60) don't stop the Laser. Black Panther drops from hiding onto Whirlwind, but the spinning villain shrugs him off.
Things look bad until Scarlet Witch gets there and hexes a water main to break and douse the bad guys with a powerful jet of water. Power Man thinks it's time they made their getaway (with the money), and Laser foils pursuit by setting fire to the tarmac on the road.
We switch now to the secret laboratory in Nefaria's basement. 4 scientists are working there on something called Project N, although they threaten to leave as they did before if the money they were promised doesn't materialise. The Count shows them on a monitor his 3 henchvillains arriving with the loot.
The top boffin Prof Sturdy worked on the machine Baron Zemo used to create Wonder Man (#9), and the lesser copy Power Man (#21). They intend to use similar techniques to increase the powers of the 3 villains. But ominously for Power Man and friends Nefaria comments that their increase will be short-lived.
The next day Captain America wants to hold a postmortem on why they failed to catch the bad guys, and why their performance lately has not been stellar. Simon apologises because he was watching a Mets game at the time. No-one knows where Beast is, T'Challa mentions Tony Stark has been having trouble lately which has kept Iron Man busy. But Wanda complains that they need their chairman IM to lead them.
Beast turns up - he's been partying with the girls he met! But further discussion is interrupted by a car smashing through a wall - thrown by Power Man. The 3 villains have been souped up and they're spoiling for a fight.
Wonder Man squares off against his inferior copy Power Man, but loses confidence when he finds that PM may now be his superior. Hank Pym is looking after wife Jan, who was struck by the car. Wanda casts a hex to knock the villains over. Beast repeats Panther's tactic of leaping on Whirlwind, but even Davey Cannon's doubled rotary speed can't shake this guy off.
However that doesn't stop Power Man plucking him off and punching him out of sight. Angry Yellowjacket hits PM with his now-built-in disruptor sting, and Erik feels it! He lifts a slab of road to drop on the hero. But finds he can't hold it up as his power fades away. Living Laser also loses his power and is decked by Black Panther. And the Witch fells the non-whirling Whirlwind with a flying metal garden seat.
Beast has made his way back to find the battle over. Panther reasons that they didn't win, the villains lost because someone tricked them. Just then the ground lurches up beneath their feet. And the staggered heroes see Count Nefaria striding towards them in a supervillain costume.