Black Widow offers advice to Songbird and MACH-1 by telling them a tale of the first replacement Avengers.

Note: This issue has a parody of Hostess ad called Thunderbolts in "Turnover Turncoats". The script (and rough art) were by Jim & Mike Smith. They made the ad parody as fans, showed it to Kurt Busiek, and he got it published in this issue, redrawn by James Fry & Arne Starr. The Smith Brothers were paid for their script.