This issue has a voiceover by
Madame Masque (
Whitney Frost) describing the events from her perspective near the end of the issue. She's lost her sanctuary and fallen into the hands of her perceived enemies. They want her to trust them but her paranoia won't let her.
Last issue
Grim Reaper and his
Steelskulls attacked her secret
Maggia base in a butte near Las Vegas. The
Avengers opposed them but
MM figured it was just a pretence to lure her out, so she sent her robots the
Inner Guard to deal with them all. But then her father
Count Nefaria joined in with
Atlas and
Wonder Man in tow, all 3 of them ionic beings.
Now the ionic 3 have sided with Reaper forcing her robots to fight alongside the Avengers. But Whitney still figures everyone but her own forces are conspiring against her, witnessed by the fact that Avenger Wonder Man is on the other 'side' and her 'father' must be a fake because he's dead. So she orders her Guard to kill everyone else.
The Thunderbolt Atlas and
Simon Williams are in thrall to Nefaria.
Scarlet Witch tries to get through to her lover Simon but has to be saved from him by
Triathlon. Nefaria shrugs off attacks from
Vision and
Warbird as
Iron Man tackles Atlas while
Goliath, Triathlon and
Wasp play with the Steelskull mercenaries and Grim Reaper tears into the robots with his scythe.
Goliath suddenly announces that they're doomed. The last time the team fought Nefaria (
Av#164-166 where he gained his superpowers) even
Thor couldn't beat him. They only won by a fluke. (The account of what happened to him at the end of that story has been confused by re-tellings. I prefer to think of it that learning his powers were killing him made him lose confidence.) Triathlon can't believe
Henry Pym just suggested they give up, but
Hank says the Avengers won't quit, they just won't win.
Delroy Garrett counters that the only way *to* win is to psych yourself up to believing you *can*. But the scientist says that's not rational. (Whitney still thinks this is part of the plot to make her worried, but she's not convinced by Goliath's wooden delivery.)
Invulnerably confidant Nefaria then takes the time to explain his plan, like a good villain should. He used to be Count Nefaria, head of the European Maggia as his ancestors had been before him. He basked in the respect due him. But then common superheroes dared oppose him and succeed (starting in
#13 of our original series). So he arranged to get superpowers himself, as mentioned in the paragraph above, but that led to his death (
Iron Man #116). However his powers were ionic like Wonder Man's, and like Simon Williams he was reborn as an ionic being. But unlike
WM he needed to feed on the ionic power of others (
IM Annual 1999).
Since then he's been building his new life. He tried breeding ionic beings in the
Savage Land (
#28-31 of the current
Captain America series) but gave that up and instead captured WM as he left
Beast (after the
Avengers Two: WM&B mini-series). Draining some of Simon's ionic power made him his slave, and
Neffie sent him to bring Atlas into the fold (
TBolts#42 in this crossover story arc).
At this point the hologram of Madame Masque's head which has been directing her robots tells the Avengers to get out of the way as
Beta Cannons stick out of the butte and pummel her 'father'. But after minutes of pounding energy the Count is still standing with a smirk on his face. Whitney tells him she now believes he *is* her father but that she has much worse in store because she's had years to prepare for his possible return.
Luchino Nefaria just demands respect from his child, and tells *her* that he intends to take back all that was his - the Maggia and herself.
Inside the base Whitney's bio-duplicate who calls herself
Masque tries to persuade her to help the Avengers defeat the foe. But MM doesn't trust her because *she* joined the enemy team (until MM's main robot
Benedict retrieved her in
Av#399). MM now tells that tentacled android to activate the
Nefaria Protocols. He rushes back into the base to obey but Nefaria orders his 2 ionic minions to reduce the place to rubble. They immediately abandon fighting Avengers and dive through the rocky butte. It starts falling apart and Whitney has to order her staff to abandon the place.
As the dust settles Nefaria hears underground escape shuttles taking folks to safety. He figures the most powerful of them must contain his daughter and digs his fist into the ground to rip the roof off a tunnel and extract Whitney from her craft. But Iron Man rockets into him and makes him drop his prize. And he calls his teammates to pile on while Triathlon uses his superspeed to take her away. The super-Count throws them all off and sends Atlas and Wonder Man after her, but Vision stops them by dropping on both of them at super-density. Neffie takes his frustration out by punching the
synthezoid. Then he picks up his 2 ionic minions and flies off.
Grim Reaper tries to sneak away in the flying craft that brought him and his Steelskulls (finally confirming what has never actually been said before that he was working for the Count). But Warbird was waiting inside and punches his light out. And his 'Skulls are all laid out and Madame Masque's robots are all in bits.
Which brings us to the position Whitney Frost has been narrating from. She's a guest in
Avengers Mansion and the team are trying to persuade her to share the Nefaria Protocols with them so they can *all* bring her father down. Shackled
GR gloats that MM doesn't *have* any weapon that can stop the boss. And when Nefaria gets into the position of power he's aiming for then he himself will soon be freed.
Wasp takes the villain away, Iron Man stays to keep talking to Madame Masque, and the others go to figure out a way to get Wonder Man back.
Whitney calls
Tony Stark by name, so he unmasks. She of course doesn't take *her* mask off and reveal her scarred features. Tony says he made the world forget his secret id (
Iron Man & Captain America Annual 1998), but Whitney says her base was shielded against such mental manipulations, and just in case she has her memories recorded each night as backup. Tony says he remembers her as a vibrant woman (when they were lovers), and asks what changed her. She also remembers that era which ended when Tony killed her father (as she sees it) (
IM#166). But her father obviously didn't die, so Tony didn't really betray her then. At last she begins to trust him, and he escorts her to join the others.
At the moment Goliath, Scarlet Witch and Wasp an talking to
SHIELD Agent
Jasper Sitwell by video. He's explaining that recently the Maggia have been stealing hi-tech components. Pym reckons they're supplying Nefaria to build something. There's an awkward moment when Whitney walks in, because she and Jasper had a thing too. Now a bit of her paranoia resurfaces as she thinks this is another ploy to get behind her guard.
Just then Warbird calls in to say that she, Triathlon and Vision have discovered that Count Nefaria's New Jersey castle has been pulled up by the foundations and taken away. And then
Black Widow calls with
Hawkeye's
Thunderbolts to confirm that Nefaria and the Maggia are building something (as they discovered in
TBolts#43) - an enormous ionic bomb that will irradiate the whole world. Whitney Frost's mind is in a whirl, but finally she agrees to recreate the Nefaria Protocols for the Avengers.
And back in Nevada somebody stumbles from the ruins.
The Avengers and Thunderbolts will finally get together in
THUNDERBOLTS #44, then they all return here for the finale next issue.