It has to be this way! The ranks of the Avengers will always need replenishing! The old must ever give way to the new! 
Appearing in "The Old Order Changeth!"
Featured Characters:
- Avengers
- ⏴ Thor ⏵ (Leaves)
- ⏴ Iron Man (Tony Stark) ⏵ (Leaves)
- ⏴ Giant-Man (Henry Pym) ⏵ (Leaves)
- ⏴ Wasp ⏵ (Leaves)
- ⏴ Hawkeye ⏵ (Joins)
- ⏴ Quicksilver ⏵ (Joins)
- ⏴ Scarlet Witch ⏵ (Joins)
- Captain America (Steve Rogers)
Supporting Characters:
Villains:
- The Masters of Evil
- Black Knight (Nathan Garrett) (Leaves)
- Melter (Leaves)
- Executioner (Leaves)
- Enchantress (Leaves)
- Kang the Conqueror (Cameo)
- Mole Man (Cameo)
- Immortus (Cameo)
Other Characters:
- Bill (First appearance)
- New York policemen
- Black Widow (Natasha Romanoff) (Only in flashback)
- Sub-Mariner
- Atlanteans
- X-Men (Only in flashback)
- Magneto (Only in flashback)
- Toad (Only in flashback)
- Mastermind (Only in flashback)
Locations:
- Amazon Jungle
- Atlantic Ocean
- Manhattan
- Switzerland (First appearance)
Items:
Vehicles:
Synopsis for "The Old Order Changeth!"
The battle from the previous issue continues, but the Avengers are powerless as there are too many civilians in danger close-by. Thor creates a dimensional space warp which captures the Melter and the Black Knight. The Executioner and the Enchantress manage to escape as being Asgardians themselves knew what Thor was attempting. The Melter and Black Knight are easily captured in the other dimension.
Meanwhile Captain America, and Rick Jones bury Zemo and escapes his troops. Thor leaves the Avengers. Hawkeye applies for membership. Iron Man asks the Sub-Mariner to join but he refuses. The Scarlet Witch and Quicksilver also join the Avengers. Captain America and Rick Jones return to hear that Iron Man, Giant-Man and the Wasp also decide to take a leave of absence. The Avengers team becomes Captain America, Hawkeye, Quicksilver and the Scarlet Witch.
Notes
- This issue starts as a direct continuation with last issue, with most of the Avengers battling the rest of the Masters of Evil in New York, and Cap and Rick Jones making their escape from the South American rain forest.
- After his defeat at the hands of the Avengers, the Melter, and Black Knight are next seen in Fantastic Four Annual 3 where they are manipulated by Doctor Doom into crashing the wedding of Reed Richards and the Susan Storm.
- After the Masters of Evil's defeat, Thor, Enchantress, and The Executioner all return to Asgard where they take part in the "Trial of the Gods" that begins in Journey Into Mystery 116.
- All the founding members of the Avengers (Thor, Giant Man, Wasp and Iron Man) take a leave of absence in this issue.
- Iron Man would appear next in Tales of Suspense 65 where he battles Weasel Wills who steals a copy of his original armor.
- Giant Man and Wasp will appear next in Tales to Astonish 67 where they battle the Hidden Man.
- Hawkeye joins the Avengers this issue, he was last seen in Tales of Suspense #64 where he and the Black Widow got into combat with Iron Man.
- Scarlet Witch and Quicksilver were last seen in Strange Tales #128.They had previously quit the Brotherhood of Evil Mutants following Magneto's being captured by the Stranger in Uncanny X-Men #11.
- This issue is reprinted in part again in this very title in Avengers #150. It is also reprinted in Marvel Triple Action #10 as well as Essential Avengers Vol 1.
Trivia
- Hawkeye is very respectful to his team-mates in this issue. He will transform into a brash malcontent beginning next issue.
- This cover is homaged in Mighty Avengers #13. The heroes and villains on the cover are all portrayed as Skrulls for Marvel's "Secret Invasion" storyline.