(Cover Date: September, 1969)

Summary: Ultron's plan to nuke the city fails due to the Vision's interference. Ultron crashes into the UN Building while the Avengers are there to steal the secret for making adamantium from Dr. MacLain's mind. The Avengers try to stop Ultron, but it is to no avail. Ultron drains the mind of MacLain, but it is filled with thoughts that it cannot bear. Thor covers Ultron with a Black Panther supplied vibranium shield before it blows itself up. MacLain is revealed to be Hank Pym, who was hypnotized so that his sub-conscious mind held one thought: "Thou shalt not kill".