The Avengers try to reach Polemachus using their experimental D-Machine which fails. Goliath, meanwhile, is practicing with a giant crossbow when his long-absent girlfriend Black Widow arrives, tells him she can never see him again and departs without explanation, claiming she never loved him, though her secret tears indicate otherwise. On Polemachus, Arkon subjects his captive nuclear physicists to a mind-reading machine to harvest their knowledge, which the Old One uses to create an Atom-Sphere that can lastingly illuminate Polemachus by devastating Earth. Trying to convince the kidnapped Scarlet Witch to become his bride, Arkon falsely claims he has found a way to save Polemachus without harming Earth; she slowly grows more receptive to his wooing, but the Avengers interrupt, having crossed the dimensional barrier with Thor’s aid. While the Avengers defeat his troops, Arkon retreats with a captive Scarlet Witch to Earth where he hopes to detonate the Atom-Sphere from atop the Empire State Building, but Goliath, Black Panther, Quicksilver and Vision delay Arkon long enough for Iron Man to create a machine that restores light to Polemachus. Arkon departs peacefully and abandons his plans to force the Scarlet Witch to marry him, saying his time with her has changed him. Though her cross-dimensional travels have restored her powers, she seems wistful about her suitor’s departure.
This issue includes LOC from future comics writer Peter Sanderson and future comics artist/writer Alan Kupperberg, whose many credits include Av #205, 209 & 212, ’81 (all pencils). Scarlet Witch quotes a poem (“Flower in the Crannied Wall”) by 19th-Century poet Alfred, Lord Tennyson in this issue.