

THE AVENGERS BATTLE... THE SPACE PHANTOM — Iron Man, Thor, and the Hulk are awaiting Ant-Man and the Wasp in Tony Stark's library so they can begin their meeting. There is already tension among the ranks of this new super-team as Thor and Hulk bicker. Before anything can come of it, Ant-Man (now using the name Giant-Man) explains by showing the team his new size-changing capsules.
Elsewhere, the eerie Space Phantom arrives on Earth, under the guise of a fragment of meteorite. He plans to destroy the Avengers so that his race can invade the planet. The Phantom assumes various forms, including the Hulk, causing chaos among the team. Multiple battles ensue, with the Phantom taking the forms of several Avengers. Eventually, the Wasp locates Thor with the help of Dr. Donald Blake, and the team regroups. In a desperate attempt to succeed, the Space Phantom tries to take Thor's form, but since his powers don't work on immortals, the attempt backfires, and he is banished to Limbo. After the battle, the Hulk, feeling mistreated, decides to leave the team.
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