The Avengers meet with Nick Fury aboard SHIELD’s new airborne blockhouse taking action against FAUST. The sentient factory has launched itself into orbit and demands that Earth disarm all of its nuclear weapons or die. Fury‘s response is to fire missiles at the orbiting menace but they are easily shot out of the sky. The only alternative is the mysterious Project 13; Thor considers FAUST his responsibility so he volunteers to wield the weapon. Since Iron Man is the expert in machinery, he also elects to come. The other Avengers return to New York while Iron Man and Thor accompany Nick Fury to put their plan in motion….
Another missile barrage is unleashed against FAUST but it is only a diversion as Thor takes himself and Iron Man into the orbiting villain via a vortex. The heroes immediately come under attack by FAUST’s defenses in a conflict so portentous that all the heroes on Earth stop and take note. Passing cannon fire and whirling buzz saw blades the two Avengers reach an area that drains Shellhead of his power and he is assaulted by an army of mechanical defense-drones (they look like turtles). Unable to reach his comrade, Thor changes into Don Blake and crawls through the vents to Iron Man’s side; there he turns back to Thor and recharges Shellhead’s armor with his lightning. The heroes finally reach FAUST’s control room but the villain is protected by an energy field: if they touch it, a laser will annihilate New York City. Iron Man tells Thor to follow him and he attacks FAUST with his repulsor rays and the Thunder God with his hammer. The laser launches but explodes harmlessly over the city as the two Avengers destroy the orbiting enemy. Later Iron Man explains that Thor’s attack on Stilt-Man altered the properties of the radioactive isotopes so that, having absorbed them, it destroyed FAUST’s invulnerability.