The Avengers #164

"To Fall by Treachery!"

Wonder Man is the focus of attention at the start of this story, as the Avengers consult with Tony Stark (whom, of course, they are unaware is their leader Iron-Man) and a Stark technician named Alice to investigate his new ionic energy form. Alice states that Simon didn’t die as everyone believed (in issue #9) but went into a dormant state of metamorphosis, like a caterpillar in its chrysalis before emerging as a butterfly.

Throughout the examination, the Beast tries to speak up but is repeatedly cut off by the rest of the group. Feeling ignored, he quietly departs. In a bout of self-pity, he stalks off in a trenchcoat and fedora, concerned about the reactions he’ll get from the general public. Confirming his fears, a hot dog vendor he approaches runs away in horror at the sight of him. But then, to his surprise, he is mobbed by women who gush over him as if he were one of the Beatles!

As he basks in his newfound sex symbol status, the Beast fails to notice a sinister figure drive past him in a Rolls Royce. This person drives to a harbor warehouse where he finds a worker lifting massive crafts with his bare hands. The figure identifies the worker as the supervillain Power Man, who insists he’s left his villainous life behind him. His mystery visitor, now revealed to be Count Nefaria, makes him an offer that he doesn’t refuse. Nefaria states that his first assignment will be to break two particular men out of prison.

Several days later, Bob Frank (a.k.a. The Whizzer) is reading about the prison break by a pair of supervillains and suspects this might lead to the Avengers' involvement. He has the television on and sees a live update about a bank robbery in process nearby, prompting him to try and spring into action as the Whizzer. However, his “daughter” Wanda (the Scarlet Witch) drops by at that moment and reminds him of his heart condition. She insists he takes it easy while she takes care of the bank heist.

The heist is being pulled off by Power Man along with the Living Laser and Whirlwind. Before Wanda arrives, several other Avengers make it to the scene. There is a brief scuffle in which the Avengers are briefly overpowered by the three villains who seem to have had their abilities amped up and manage to escape.

In an uptown townhouse, one equipped with a high-tech lab in its sub-basement, Count Nefaria convenes with a small group of scientists in his employ. This group includes Prof. Sturdy, the former Nazi scientist who devised the enhancing ray that gave Wonder Man AND Power Man their superhuman strength. They've been working on a mysterious Project N for the Count, and it involves the three villains, who don’t realize they’re being used. Over a video linkup, Nefaria dispatches the villains on a new assignment.

The next day, the Avengers are holding a meeting although their chairman Iron-Man is absent. Captain America is on the verge of making a motion to replace him in absentia when a car is suddenly thrown through the second-story windows, injuring the Wasp in the process.