Bashful Benjy is in Egypt, where he's arranging for transportation back to New York after the events of last issue. After a few minor problems with too small metal detectors, a lack of identification, and some hijackers who picked the wrong plane, he's on his way home.

Back in New York, Jocasta has come to the Baxter Building for help with her malfunctioning cybernetic senses. While Reed investigates the problem, Jocasta and Alicia strike up a friendship, and Jocasta is invited to Alicia's sculpture show the following day.

Ben has arived back in New York during all this, and the following day Reed sends him off to explain the destruction of the Pogo Plane to the insurance company. His insurance investigator is Aaron Stack (a.k.a. Machine Man). During Ben's meeting, Jocasta goes berserk at the sculpture show and races off. Ben gets beeped and goes off to help, telling Aaron he "has to go help a lady robot friend." Machine Man is intrigued for obvious reasons, and decides to investigate as well.

Using his enhanced abilities, Machine Man is able to track Jocasta more quickly than Ben is, and MM finds her at an abandoned plant just after she finishes resurrecting... Ultron. Once he is resurrected, Ultron's hypnotic control over Jocasta ends, and she and Machine Man face off against Ultron. The Thing arrives outside the plant just in time to hear the fighting starting inside.