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1st Story: Dwayne McDuffie (writer), Dwayne Turner (penciler), Chris Ivy (inker), Richad Starkings (letterer), Paul Becton (colorist)
2nd Story: Dwayne McDuffie (writer), Dwayne Turner (penciler), Chris Ivy (inker), Jack Morelli (letterer), Paul Betcon (colorist)
Evan Skolnick (assistant editor), Gregory Wright (managing editor), Mark Gruenwald (editor), Tom DeFaclo (editor-in-chief)
The Frightful Four arrive at the superhuman prison known as the Vault. Frank Ensign, a Guardsman, is assigned to escort the Wizard to his cell. They pass several other super-powered inmates, before the Wizard is locked away. A mysterious man in a trenchcoat appears in the Wizard's cell and offers him a deal at escaping this place. The Guardsmen see the Wizard on a monitor, talking to seemingly no one. Frank goes to the Wizard's cell, only to find that the Wizard has his armor back, and frees himself. Frank and the Wizard battle each other, during which more of the inmates are freed. Vault staff are alerted to the situation, but find that their alarms and power has been severed, although the warden is sure he was able to get a call through before the power went out. Damage Control receive a brief transmission, while Frank Ensign has been badly injured by the Wizard, and although his armor is damaged, he is able to re-wire the helmet radio and puts a call into Avengers Island which is picked up by Peggy Carter.
Iron Man arrives at the Vault following the breakout. He finds the wounded Frank Ensign, and after fending off Orca, discovers the unconscious bodies of several more Guardsmen. Hawkeye is at the Vault as well, and locates several Vault administrators who have barricaded themselves in an office. After defeating Whirlwind, Iron Man is working out how he can get the Guardsmen to safety, when Hawkeye locates him. Hawkeye remembers how Iron Man was responsible for the previous breakout at the Vault, and they begin to fight each other. Eventually, Iron Man convinces Hawkeye that they need to work together, and they pile the Guardsmen onto a chunk of wall, which Iron Man will carry through the Vault. After defeating Scarecrow, Hawkeye assists Iron Man by blowing holes with his arrows in the Vault so that they can get the large chunk of wall through the Vault. They eventually get the Gaurdsmen to safety, and Iron Man activates a containment in the Vault, sealing it, and anyone still inside, shut.
A dark jet descends above a rather nondescript building, with four towers, and no windows. It's not Ryker's Island or Alcatraz. This is the United States Government's Maximum Security Installation for the Incarceration of Super-Human Criminals – but those imprisoned here have another name for this place – they call it the Vault. And they are all but resigned to the one in-alterable fact of their existence here – there is no escape. Two Guardsmen are standing nearby as the jet lands, 'Incoming retriever vehicle!' one of them calls out. 'Who's the loser?' the other asks. As a man in a purple and pink costume is led from the jet, the first Guardsman introduces him as the Wizard, and remarks that he must be small-time. “Small-time?” the Wizard quotes, annoyed. As other Guardsmen lead him into the Vault, he boasts that he has defeated the Fantastic Four, and that he is the most brilliant man alive. 'Okay, Einstein, shut up and move along' one of the Guardsmen mutters.
'Still never heard of him' another Guardsman remarks, while another of them explains that he is the leader of the Frightful Four – and they have his partners, too. Two stasis containers which have trapped Hydro-Man and the Klaw inside them, along with Titania who walks along the ground with her arms restrained behind her back, are led into the Vault after the Wizard. One of the Guardsmen report that the Fantastic Four cleaned all their clocks, but that processing wants the Wizard first. An elderly man looks over some documentation and instructs the Wizard to strip. 'I beg your pardon?' the Wizard retorts.
Inside the processing department, several Vault staff in white jackets look at various monitors, as does a Guardsman who has removed his helmet. 'He's a wimpy little guy' one of them remarks, referring to the Wizard. A female staff member asks why the Wizard is here, for without his weapons, any jail could hold him – he is powerless without them. 'Not entirely' a blond man replies, explaining that the Wizard is here as a favor to the New York Penal System, as they have had limited success in holding him for length of time. An older man agrees, and tells his colleagues that he was told that the last time the Wizard was in Riker's Island, he escaped before the guard could close the cell door on him – and they still don't know how he did it. The woman suggests they stick him in one of their “MacGyver-Proof” cells – at least until his trial. The Guardsman puts his helmet on and announces that it is time for him to go play “Bad Cop”. 'See you later, Frank' the woman calls out.
Shortly, in the screening area, 'Wizard?' the Guardsman called Frank asks as he drops down near the now plain-clothes wearing Wizard. He introduces himself as Frank Ensign, Guardsman Prime. 'If you're in here, you must have been a very bad man outside' Frank points out, before boasting that nobody in here is badder than him, and suggests to the Wizard that he keep that in mind. The floor they are standing on suddenly lowers them down, as Frank tells the Wizard 'If you forget it...I'll remind you'. The lowering floor takes them to a containment area on level 5. Frank and the Wizard get into a jeep-like buggy, and Frank tells another Guardsman, who he calls Mike, that he is checking one in. Driving down cell block 5, they pass cells containing the Griffin, Angar the Screamer and Armadillo, as Frank tells the Wizard to cheer up, and that he will like it here. 'Say “hi” to your neighbors' he jokes.
They come to a stop outside a cell and Frank tells the Wizard that he thinks he will really like this place. 'It's a two-bedroom with a bath and half hardwood floors and southern exposure, so you know the light is good – oh, wait. I'm sorry, I was describing my place. You're going to be living in a tiny, sterile, dingy prison cell. My mistake' Frank jokes. The Wizard enters the cell, and tells the Guardsman to enjoy his insolence, and that he will pay for it later. Frank closes the cell door and replies 'No, Wizard. You'll pay. You've done a lot of dirty deeds and it's your bill that just came due'. He tells the Wizard to take off his coat and stay awhile. The Wizard looks around the cell – two bunks jut from the wall. There is a toilet and a sink. He decides that this cell is flawless, as if he designed it himself. 'But there has to be a way out of here and I'm going to -' he begins, when suddenly, a man in a coat and a large hat that obscures his face materializes on the lower bunk. He greets the Wizard and tells him 'If you're willing to do a little favor for me, I'll get you out of this place. Interested?' he asks. 'Who -?' the Wizard gasps.
Frank returns to the processing office, and the blond man tells him that they watched him on the monitor psyching the Wizard out, and that he did a good job. 'Yeah, this new Guardsman armor is great. It really makes us a match for those scary monsters and super creeps locked up in here' another Guardsman remarks. 'You must be kidding! These replacements suits that Stane International built for us are toys compared to the old Stark model. I used to -' Frank begins as he removes his helmet, before noticing the Wizard on a monitor, 'It looks like he's talking to someone!' Frank points out, before asking the blond man to put the audio on. An instant later, they hear the Wizard exclaim ''... of course, you fool! Just tell me what you want me to do!' Frank decides that either the Wizard has slipped a cog, or else he is up to no good, so he better take a look. As he flies off away from the processing department, the Wizard can be heard saying 'It's a deal. Now deliver on your end of the bargain'.
Moments later, 'All right, Wizard! I don't know how you pulled this off, but I strongly suggest you surrender now!' Frank calls out as he flies towards the Wizard, who is standing outside his cell, and is wearing his purple and pink costume once again. 'Fool, with my power gloves and anti-grav disks returned to me – you are little more than an annoyance!' the Wizard shouts as he slams his fist into the Gaurdsman, knocking him backwards. Frank gets to his feet, although he realizes that the Wizard has cracked his armor, and his power levels are dangerously low, so he has to finish this fast. 'I'm going to enjoy breaking you, Guardsman' the Wizard calls out. 'Enjoy...this, creep!' Frank replies as he fires some energy towards the Wizard, who creates strange dark matter in front of him as he exclaims 'Repulsor Rays? They might have worked – if not for my pocket of non-causality. An area where the odds of you shooting yourself with your own repulsor blast – seem to be fairly high!'
Indeed, the Guardsman's energy blast strikes the black matter that is a non-causality space that the Wizard created, and bounces back at the Guardsman, knocking him over to the cell where Mr Hyde is being kept. 'I got him!' Mr Hyde calls out, and Frank is too weak to break free of Mr Hyde's grasp. The Wizard thanks Mr Hyde, and tells him that he may do something for him sometime soon, before he punches the Guardsman's helmet, and asks him where he might find an access port to the control panel.
Alarms sound throughout the Vault, and one Guardsman reports that there is a cell break on level 5, before instructing all available security to scramble. A dozen Guardsmen converge on cell block 5, and one of them tells the others that when the doors open, he wants them to be ready for anything. 'The Wizard's obviously very dangerous and...what are you guys staring at?' the Guardsman asks, before turning to see the Wizard along with several other villains now free from their cells moving towards the Guardsmen. Scarecrow, Armadillo, My Hyde and Electro are with the Wizard, and the Guardsman utters 'Oh. Man, are we gonna get it'.
The female staff member from the processing unit and another male member of the Vault staff look up at a monitor which depicts the villains battling the Guardsmen. 'Multiple breech on level 5. all Guardsmen to level 5 immediately!' the male staff member exclaims, before the woman reports that there are breaches on level 4 now, as well, and the villains are working their way up to the surface. A phone rings and the man answers it, before addressing the woman as Mary and informing her that there is more bad news – the cables to their main power plan have been severed. He announces that they are running on emergency generators and those are shutting down all over. Mary receives a fax and calls her colleague Jordan as she informs him that there is more bad news – all of their silent alarms have been knocked out- so no one knows outside of the Vault even knows they are in trouble! Suddenly, a bald man in a suit enters the room, 'Warden Hardman!' Mary calls out, as the Warden tells them not to worry, as he got a call out to the Avengers just before the lines went down. 'Thank heavens for auto-dial telephones' he adds.
Meanwhile, at the New York offices of the engineering firm known as Damage Control, where it seems that the auto-dial telephones may be slightly overrated. Anne Marie Hoag stands over Robin Chapel and asks her what the status is of that emergency call from the Vault, to which Robin reports that she is flying someone out to take a look.
Back inside the Vault, Frank is slumped over against a cell, nursing his helmet, he thinks to himself that he has to get help, and hopes he can get his helmet radio working again. He fiddles with the wires inside the helmet, and discovers that he has got the radio working.
At Avengers Island, headquarters of Earth's Mightiest Heroes, Peggy Carter is n duty when she hears Frank's emergency distress call, reporting that they need help, that prisoners are escaping the Vault and they can't stop them! 'You have reached the Avengers. Please identify yourself and repeat your message' Peggy responds, but gets no answer. 'Can anyone hear me? Is there anybody out there?' Peggy asks, unaware that Frank's helmet now lays on the ground of cell block 5....
The Vault is open – but help has arrived, as Iron Man shines a beam of light down on Guardsman Prime Frank Ensign. Iron Man tells the Guardsman not to panic, that he has come in response to the distress call the Avengers picked up. He introduces himself as Iron Man, to which Frank looks up at Iron Man and tells him that he knows who he is – and that he was here when Iron Man caused the last breakout! Suddenly, the villain known as Orka leaps towards Iron Man: 'YOU!' he shouts as he slams Iron Man against a nearby wall, causing Iron Man's impact sensors to go off the scale. Iron Man tells himself that they may have found a way to shrink Orka, but he is almost as strong as he remembers. As Orka grabs Iron Man by his throat, the armored Avenger realizes that the Guardsman is right – he was responsible for the last jail break here – so no one knows better than him that this place is full of desperate and deadly super villains.
'TELL ME HOW TO GET OUT OF HERE!' Orka shouts, before Iron Man raises his hands and fires a close-range repulsor ray at Orka, knowing that if he is to contain the situation or even survive until more help arrives, and as Orka falls backwards, Iron Man decides that the normal rules of engagement are out. He finds a panel on a nearby wall and presses a button which he assumes will reconnect the emergency power. Cell doors slide open, and Iron Man sees a group of several Guardsman slumped over in a pile in the cell. 'This is worse than I thought!' Iron Man tells himself.
Meanwhile, in the control room, several Vault staff members are huddled behind an upturned table, while several cabinets have been shoved against the door in an attempt to make a barricade. 'I swear I heard a noise outside...' one of them utters. 'Then shut up so they don't hear us' another whispers, when suddenly, the cabinets blocking the door are blasted backwards as the door bursts open – and Clint Barton a.k.a. Hawkeye frowns as he enters the room, telling the Vault staff to keep their shorts dry, it's just him, the world's greatest archer come to pull their fat out of the fire! He tells them to listen up, and informs them that the army is already up top, surrounding the place – but a lot of the inmates had already escaped or were too powerful to stop. Hawkeye remarks that there are still plenty of baddies down here, which is why he has come to evacuate the staff. He then asks how many are in here.
A bald man steps forward and announces that there are, or were, 189 super powered inmates, while the staff is limited to the three of them and the 36 Guardsmen that are spread around the compound. The female staff member, Mary, remarks that she thinks there are only eleven Guardsmen in the Vault proper. Hawkeye offers to escort the three of them outside, before he comes back and helps the Guardsmen. 'No offense, but you intend to go up against nearly 200 super-villains alone?' Mary asks. 'I'm willing to do my bit to even the odds – I'll only shoot left-handed' Hawkeye replies, jokingly.
Later, Iron Man slams his fist into Whirlwind, knocking the villain to the ground. Iron Man turns his attention to the unconscious Gaurdsmen nearby, and knows that he has to get them out of here – they never had a chance, as this Stane armor is cruddy. Suddenly, 'I should've known it was you again!' Hawkeye calls out as he enters the celll and finds Iron Man crouched over one of the Guardsmen. 'HAWKEYE!' Iron Man exclaims. 'You peeked, you tin-plated bozo!' Hawkeye mutters, reaching for one of his explosive arrows, which Iron Man notices, but is too slow, as the arrow strikes the side of his head. 'Even after working with him all these years, I still underestimated his speed!' Iron Man admits, as he rubs the back of his armored head, he stands up and asks Hawkeye to let him explain – but Hawkeye fires several more arrows in quick succession, 'Explain what? How you caused a jailbreak here during your “Armor Wars”?' Hawkeye asks. 'Or explain where you got the nerve to do it again?' Hawkeye declares, readying another arrow.
Iron Man turns back to Hawkeye and tells him that that wasn't him – it was the guy who wore this armor before Stark hired him to wear it. 'Stark fired the guy you're talking about' Iron Man adds. 'Who do you think you're fooling with that lame story? I already knew who you really were, Tony. I'm supposed to believe you fired yourself?' Hawkeye asks, telling Iron Man that the lowest thing he ever did was the way he tried to throw his old friends off the trail – by pretending to be a cripple. 'Pretened?' Iron Man asks, narrowing his eyes under his armor, before unleashinga blast towards Hawkeye, 'NO!' Hawkeye calls out – but the blast carries on past him, and slams into the Molten Man who had appeared behind Hawkeye. 'YES!' Iron Man exclaims, while Hawkeye realizes that he didn't see Molten Man behind him. Iron Man gets to his feet, and walks over to Hawkeye, raising his gloved hand to Hawkeye's face, he tells him that whatever may have happened in the past, and whoever Hawkeye thinks he “really” is is now irrelevant. 'I'm an Avenger and I'm here now to get these Guardsmen out of here, so we can close the Vault' Iron Man tells Hawkeye. 'If you want to help me, you can' Iron Man suggests, his hand right up against the wide-eyed Hawkeye's face. 'Ahh, okay' Hawkeye utters in response.
Shortly, all of the Guardsmen have been loaded onto a chunk of broken wall that Iron Man has attached cables to and announces should do fine as a makeshift stretcher. Hawkeye stands near a cell where the villain Cactus is trapped, and remarks that if the Guardsmen were still using the Stark-designed armor, which Iron Man took away during the “Armor Wars” the Guardsmen might not need a stretcher. 'Maybe this whole jailbreak wouldn't have happened?' Hawkeye suggests. The Scarecrow is on the ground a few feet behind Hawkeye and slowly gets to his feet, while Hawkeye asks Iron Man if he is working so hard because he feels guilty, and suggests that he better work harder. 'Because I hold you responsible for everybody who's escaped and any crimes they commit' Hawkeye shouts, before Scarecrow suddenly grabs him and holds a piece of jagged metal to his neck. 'HEY!' Hawkeye shouts. 'Don't move, bow-slinger!' Scarecrow warns the archer.
Iron Man us now under the wall, lifting it onto his back, and looks over to Hawkeye and the Scarecrow, as Scarecrow tells Iron Man that he is going to watch while Hawkeye shows him how to get out of this accursed maze. 'Hawk, my hands are full. You mind handling this one?' Iron Man asks. Hawkeye looks shocked, before he suddenly flips the Scarecrow over himself, 'No problem' Hawkeye replies, causally as the Scarecrow slams to the ground. Hawkeye holds an arrowhead to the Scarecrow's face, while the Scarecrow utters 'Don't shoot! What kind of arrow is that, anyway? Explosive? Acid-filled? Buzz saw? What?' Scarecrow asks. Hawkeye pulls back from Scarecrow and tells him that he is fresh out of new arrows – this is his old stand-by, the “very sharply pointed, if I shoot you in the chest it will make a nasty hole” arrow. 'Let me get that cell door for you' Scarecrow replies as he steps back into a cell and closes the door on himself. 'Thanks' Hawkeye replies.
Iron Man lumbers down the cell block, carrying the fallen wall with the unconscious Guardsmen as he calls out to Hawkeye and tells him that if he is done fooling around, then it is time they get moving. 'Or would you prefer waiting around until someone shows up who can beat you?' Iron Man asks, adding that Hawkeye has to cover him, as he is next to helpless while carrying this thing, although he thinks he may be able to get up enough steam to fly. A short time later, door up ahead!' Iron Man calls out as he flies down the cell block, the wall of Guardsmen connected to him by the chains trailing behind him. 'Don't worry – I'll get it!' Hawkeye replies as he fires an arrow ahead which blows the door up – but on the other side, a large face and enormous pair of hands reaches through the hole in the wall. 'Uh-oh' Iron Man remarks as he comes to a halt mid-air. 'This is definitely not the way out' Hawkeye exclaims. 'I don't know that Yetirigar would agree. Let's get out of here before he manages to free himself'. 'No argument from me, Shellhead' Hawkeye replies as the giant Yetrigar roars at them.
20 minutes later, outside, army soldiers have the Vault surrounded, as one of them remarks 'More noise in there, coming this way. Let's get on the stick, men'. Another of them jokes that somebody is bound to come out of there who is not bullet-proof, and an instant later the Vault doors burst open, 'Hold your fire! It's the Avengers!' one of the soldiers exclaims as Hawkeye, Iron Man and the Gaurdsmen arrive safely outside the Vault. Iron Man tells the soldiers that they have to find a way to seal the Vault off until more back-up arrives, before announcing that he has remotely engaged the emergency shut down, as he taps on some buttons on his glove. Inside, all of the intact cell doors slam shut, and restraining walls close, while a quick-hardening titanium/concrete foam seals other openings. Iron Man tells the soldiers that what he has done can be easily undone from inside, and wishes there was a permanent way to shut down the power in there.
Hawkeye raises his bow and reaches for an arrow as he remarks that when he told the Scarecrow he didn't have any new arrows, he was lying – and this is the perfect time to test out an experimental arrow Henry Pym built for him. Hawkeye expains that it is an electro-magnetic pulse arrow, that it suppresses electro-magnetic impulses, so it paralyzes any high-tech devices from the power generators in the Vault right on down to his own hearing aid. Hawkeye releases the arrow, which screeches towards the Vault. There is a rumbling and some clanking sounds, before Iron Man drops to the ground, realizing that the magnetic pulse has paralyzed his armor, he supposes this is what the Guardsmen must have felt like when they were trapped in useless armor. 'I wish you hadn't done that' Iron Man calls out to Hawkeye. 'WHAT?' Hawkeye exclaims, unable to hear Iron Man. 'I just hope the rest of the Avengers show up before that blasted thing wears off!' Iron Man adds. 'WHAT?' Hawkeye shouts again, clutching his ear.
Guardsman Prime Frank Ensign
Mike and other Guardsmen
Jordan, Mary and other Vault staff
Warden Howard G Hardman
Robin Chapel, Anne Marie Hoag (both Damage Control)
Loki/Man in Coat (unnamed)
Hydro-Man, Klaw, Titania, Wizard (all Frightful Four)
Angar the Screamer, Armadillo, Electro, Griffin, Mr Hyde, Scarecrow
Hawkeye, Iron Man
Cactus, Molten Man, Orka, Scarecrow, Whirlwind, Yetrigar
This issue ties into the “Acts of Vengeance” event
First appearance of Guardsman Frank Ensign and Warden Howard G Hardman.
Yetrigar previously appeared in Godzilla (1st series) #10-12 and West Coast Avengers (2nd series) #32. He has not appeared since this issue.