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Armadillo, a huge armored monstrosity, attacks the West Coast Avengers' headquarters. Captain America uses the defense of their base to capture but discovers that Armadillo is bing blackmailed by Dr. Karl Malus. Captain America follows the Armadillo back to Malus's lab and stops him. Meanwhile the Beyonder secretly watches Captain America and decides to use him as a template to mold his own form. And in another part of town, Sidewinder begins to establish the Serpent Society.

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