Kang escapes the Avengers and leads his legions in attacking Ravonna’s kingdom. Kang’s greater numbers and huge high-tech arsenal soon overcome the Avengers and their allies. Ravonna’s kingdom is conquered and most of the Avengers are captured, except Quicksilver. He was injured while rescuing a young mother and her baby during the battle, so the mother hides him and heals him with her father’s aid. Kang intends to marry the defeated Ravonna, but his field commander Baltag and other generals remind him it is their long-established policy to kill all conquered monarchs, so they insist Ravonna should die. When Kang refuses, Baltag and the other generals lead their troops in revolt against Kang, who frees the Avengers and strikes a bargain: he will send them home and free Ravonna’s kingdom if they help him save Ravonna’s life. Together, the Avengers, Kang and Ravonna’s troops defeat Baltag’s rebel forces with the aid of a recovered Quicksilver. Ravonna is amazed and touched that Kang risked everything to save her. As Kang sends the Avengers home, Baltag breaks free long enough to shoot at Kang, but Ravonna jumps in front of the blast instead. Baltag is slain by his guards, but Ravonna seems to be dying as well.
This issue’s Bullpen page announces Marvel’s hiring of fan-turned-pro Roy Thomas. This issue includes ads for the Avengers T-Shirt, Marvel stationery, and a life-size Spider-Man pin-up.