The Plantman dispatches an army of shape-shifting simuloids who take over an entire SHIELD military base, capturing, imitating and replacing all the SHIELD agents stationed there. Arriving to inspect the base, SHIELD director Nick Fury and the US President are taken hostage by the simuloids. Elsewhere, after attending their recently fallen comrade Jocasta’s funeral, the Avengers return home and discuss Iron Man’s mysterious absence. The meeting is interrupted by a phone call from Iron Man, who abruptly tenders his resignation from the Avengers without explanation, prompting Captain Marvel’s promotion to full membership. Back at the SHIELD base, the simuloids are demanding a billion-dollar ransom for their captives, so Agent Gyrich calls in the Avengers, who free the hostages, defeat the simuloids and destroy Plantman’s giant tree monster with the last-second aid of their old ally Eros of Titan. The Plantman flees, Hawkeye gets medical attention for a leg broken during the battle, and Eros stuns the heroes by saying he has come to seek Avengers membership.