Based in a concealed orbiting space station, Egghead uses his death ray to annihilate a Midwestern city and warns the US there will be further strikes unless the nation surrenders to him. While the ex-Hawkeye informs his fellow Avengers of his new Goliath identity and his intention to make this change permanent, they are visited by notorious local racketeer Barney Barton, who has come seeking Hawkeye. He soon learns Hawkeye is now Goliath, who has a very low opinion of Barney despite some unspoken connection between them. Regardless, Barton tells the Avengers he can help them locate Egghead’s space station, and insists on coming along. Black Widow, newly rescued from Egghead’s gang by Goliath, departs to report to her superiors. The Avengers and Barton fly to the space station where they battle their way through Egghead’s robotic defenders until Egghead paralyzes the heroes using puppets custom-crafted to affect them. Immune to the puppets, Barton wrecks Egghead’s paralysis ray, freeing the Avengers, but is mortally wounded in the blast. As the defeated Egghead flees, Goliath tries to comfort the fallen Barney Barton, who dies. Goliath then vows to avenge Barney, revealing Barton was his brother.