(Cover Date: May, 1969)

Summary: A death ray from Egghead's space station destroys a small midwestern city. Hawkeye tells the team he has adopted the role of Goliath & breaks his bow. Clint's racketeer brother, Barney, tells the team about his meeting with Egghead regarding the space station. He escaped from being killed by Egghead's robot. The team, accompanied by Barney, take a rocketship to the space station. After the team enters the space station, they are attacked by Egghead's robots. Egghead uses the Puppet Master's radioactive dolls of the Avengers to paralyze them. Barney dies after he jostles the paralysis ray, freeing the team. Goliath tells the team that he is Barney's brother, Clint.