COVER ART BY JACK KIRBY, SOL BRODSKY AND STAN GOLDBERG

AVENGERS #16

Created by Graphtendfrom Noun Project

INTRODUCTION OF A NEW AVENGERS TEAM LINEUP


The Avengers face their greatest challenge yet as the Masters of Evil exploit the absence of Captain America and threaten innocent lives to escape justice. Forced to use a desperate last-resort strategy, the heroes capture their enemies but soon find themselves entering a brand new era. As the original Avengers lineup begins to change, Iron Man, Thor, Giant-Man and the Wasp, prepare to step away, leaving Captain America to lead a new team. Meanwhile, Hawkeye seeks redemption, while Quicksilver and Scarlet Witch attempt to leave their villainous past behind. A new chapter begins as the Avengers Assemble once again!

CREATORS

STAN LEE

WRITER/EDITOR

JACK KIRBY

LAYOUTS

DICK AYERS

PENCILLER/INKER

STAN GOLDBERG

COLORIST (UNCREDITED)

ARTIE SIMEK

LETTERER

CHARACTERS

MAIN CHARACTERS

CAPTAIN AMERICA

STEVE ROGERS

IRON MAN

ANTHONY 'TONY' STARK

THOR

THOR ODINSON/DONALD BLAKE

ANT-MAN

HENRY 'HANK' PYM

WASP

JANET VAN DYNE

HAWKEYE

CLINT BARTON

QUICKSILVER

PIETRO MAXIMOFF

SCARLET WITCH

WANDA MAXIMOFF

ANTAGONISTS

ENCHANTRESS

AMORA

EXECUTIONER

SKURGE

BLACK KNIGHT

NATHAN GARRETT

MELTER

BRUNO HORGAN

SUPPORTING CHARACTERS

RICK JONES

RICHARD 'RICK' JONES

EDWIN JARVIS

EDWIN JARVIS

HAPPY HOGAN

HAROLD 'HAPPY' HOGAN

GUEST APPEARANCE

NAMOR THE SUB-MARINER

NAMOR MCKENZIE

ANCILLARY CHARACTERS

KANG THE CONQUEROR

NATHANIEL RICHARDS (EARTH-6311)

MOLE MAN

HARVEY ELDER

IMMORTUS

NATHANIEL RICHARDS (EARTH-6311)

HULK

ROBERT BRUCE BANNER

THE OLD ORDER CHANGETH!

The Avengers face the aftermath of their battle against the Masters of Evil. Although the heroes have an opportunity to defeat the villains, they are forced into a difficult situation when they realize that any attack could endanger innocent civilians caught in the conflict. Giant-Man wants to take the risk and capture the criminals before they escape, but Iron Man refuses, arguing that the safety of innocent lives must come first. Thor agrees with Iron Man’s decision, though he wishes he possessed the wisdom of his father Odin to guide him in such difficult moments.

The Masters of Evil take advantage of the Avengers’ hesitation and mock their inability to act. The Enchantress and Executioner are especially confident, knowing that Captain America is absent and believing the Avengers are weakened without their full team. The villains threaten to harm fleeing civilians unless the heroes allow them to escape. To prove their power, the Melter demonstrates his abilities by melting a nearby lamppost with his powerful ray, warning the Avengers that they are dealing with a dangerous opponent.

Recognizing that the Avengers have no other option, Iron Man asks Thor if he can execute “Plan D,” a last-resort strategy the team has prepared for extreme situations. Thor agrees and orders his teammates to stand back. Spinning Mjolnir at incredible speed, Thor creates a powerful whirlwind that sweeps across the battlefield. The Enchantress and Executioner manage to escape the vortex, but the Black Knight and Melter are caught within it. The two villains disappear into the swirling winds along with the Avengers, leaving the evil Asgardians to flee while they have the chance.

The whirlwind transports the Avengers, the Melter, and the Black Knight to a strange alternate dimension. With no innocent bystanders around, the heroes are finally free to fight without restraint. The captured villains immediately attack, believing they can overpower the Avengers. However, their weapons and powers unexpectedly rebound against them because the natural laws of this strange world are different from Earth. Giant-Man explains that the Avengers gambled that their enemies would strike first, trapping themselves with their own attacks. Iron Man and Giant-Man quickly restrain the two villains while Thor prepares to return everyone home.

Before departing, the Avengers wonder about Captain America’s fate after his confrontation with Baron Zemo in South America. Meanwhile, Cap has completed his mission and gives Zemo a proper burial. Although he has finally defeated the man responsible for so much suffering in his life, Cap feels an unexpected emptiness rather than satisfaction. Rick Jones struggles to understand why Cap does not feel happier, but the hero explains that defeating an old enemy does not erase the painful memories connected to the past.

The villagers who were once controlled by Zemo celebrate Captain America’s victory and bow before him in gratitude. Cap tells them they no longer need to submit to anyone and that they are free. After saying goodbye, Cap and Rick discover a nearby jet that survived the battle and plan to use it to return home. However, before they can leave, Cap senses danger and the two are suddenly attacked by surviving followers of Zemo who want the aircraft for themselves.

Captain America and Rick battle the remaining Nazi soldiers, with Cap using his shield and combat skills to overwhelm them. One of the villains errantly throws a grenade that lands near the jet, destroying their only means of escape. Realizing the attackers are stranded in the jungle and will eventually face the consequences of their actions, Cap chooses not to pursue them. Instead, he reveals that he has another plan for returning home and prepares to continue the journey with Rick.

Back at Avengers Mansion, the team returns the captured Melter and Black Knight to police custody. Thor, however, suddenly departs after mentioning something about a “Trial of Gods,” leaving the remaining Avengers uncertain about when he will return. Iron Man worries about Captain America, who chose not to involve his teammates in his personal battle with Zemo. Before they can discuss the situation further, the Wasp reveals that she has something important to announce.

Janet tells the team that she wants to take a vacation because the constant battles have become exhausting. Giant-Man feels guilty for not realizing how much the fighting has affected her, while Iron Man admits that even he sometimes wishes he could step away from superhero responsibilities. Before they can make any plans, a mysterious cloud of smoke fills Avengers Mansion. Believing they may be under attack, Iron Man orders Hank and Janet to stay back while he investigates.

As Iron Man searches the mansion, he discovers that an arrow has struck the door. Hank and Janet ignore Tony’s warning and follow him into the smoke-filled room. Inside, they find Jarvis tied up and their attacker waiting for them. To their surprise, the intruder is Hawkeye. Clint Barton quickly explains that he has not come as an enemy but as someone seeking a chance to prove himself worthy of joining the Avengers.

Hawkeye explains that he has always tried to use his skills for good, but circumstances caused authorities to view him as a criminal. His life became even more complicated after meeting the Black Widow, whom he fell in love with despite discovering she worked for the Soviet Union. When the Black Widow attempted to leave her handlers, they turned against her and apparently killed her. Hawkeye arrived too late to save her, leaving him determined to change his life and become a true hero.

Iron Man believes Hawkeye’s story but reminds him that joining the Avengers is not his decision alone. To prove his abilities, Hawkeye uses his incredible accuracy to fire arrows that cut the ropes binding Jarvis without harming him. Impressed by his skill and determination, the Avengers agree to allow Hawkeye to become a provisional member of the team while they evaluate his abilities.

The Avengers then attempt to recruit another potential member: Namor the Sub-Mariner. Using advanced equipment to locate him beneath the ocean, the Avengers contact Namor and invite him to join their cause. Iron Man explains that becoming an Avenger could help Namor move beyond his hatred of humanity. Namor rejects the offer, declaring that he still intends to rule the surface world, though he respects the Avengers for making the attempt.

Elsewhere, Quicksilver and Scarlet Witch learn through the news that Hawkeye has joined the Avengers and that the team is searching for replacement members. Seeing an opportunity to redeem themselves, the siblings remember their time with Magneto and the Brotherhood of Evil Mutants. Although they had fought the X-Men under Magneto’s command, they never truly agreed with his methods. Pietro and Wanda decide that joining the Avengers would allow them to prove that they are not villains. They write to the Avengers requesting a meeting, hoping the team will accept them.

The Avengers later hold a public gathering to introduce Hawkeye as their newest member. Reporters question why Captain America and Thor are absent, but Iron Man explains that the team is undergoing changes and Hawkeye will serve as a replacement member. Soon afterward, Quicksilver and Scarlet Witch arrive at Avengers Mansion and are welcomed by Iron Man. Their powers impress the team, with Quicksilver even racing ahead to the mansion before Tony’s car arrives.

Meanwhile, Captain America and Rick Jones finally return to civilization after escaping the jungle. During their journey, Cap reflects on Rick’s loyalty to the Hulk and admires his compassion. After helping a plantation worker escape a leopard attack, the pair receive transportation to a nearby port, where they arrange a flight back to the United States.

When Captain America finally returns to Avengers Mansion, he is shocked to see crowds of reporters outside. Believing something may have happened, he brazenly enters through a window and discovers that the team is simply meeting with their new members. Cap is thrilled to see Hawkeye, Quicksilver, and Scarlet Witch joining the Avengers. After hearing about their abilities and motivations, he accepts them as worthy additions to the team.

Iron Man then explains the changes to Captain America, revealing that the rest of the original members will be taking a temporary leave of absence. Cap understands their decision, though he is surprised to see the Avengers entering a new era without their founding members. As Iron Man announces the changes to the press, the public reacts with excitement and curiosity about the new Avengers lineup.

The departing Avengers share an emotional farewell, realizing that their original team is changing forever. Iron Man, Giant-Man, and the Wasp promise they will never forget the bond they created together. Although Thor remains away in Asgard, Captain America, Hawkeye, Scarlet Witch, and Quicksilver prepare to continue the Avengers legacy. Standing before the public, Captain America proudly declares the team’s famous battle cry: “Avengers Assemble!” However, Hawkeye privately wonders whether the new team will truly be strong enough to live up to the reputation established by the original Avengers.

REVIEW

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LEGACY

AVENGERS #16 stands as one of the most important turning points in the early history of Marvel Comics. Written by Stan Lee with artwork featuring layouts by Jack Kirby and pencils and inks by Dick Ayers, the issue concludes the Masters of Evil storyline while completely reshaping the Avengers roster. Rather than simply continuing the adventures of the original team, the story boldly changes the identity of the series by introducing a new era centered around Captain America’s leadership. The result is a landmark issue that permanently alters the direction of the Avengers.

The issue begins with the Avengers facing the Masters of Evil in a battle where victory is complicated by the danger posed to innocent civilians. Forced to avoid unnecessary casualties, the team uses strategy rather than brute force, with Thor creating a unique solution that allows them to continue the fight away from populated areas. At the same time, Captain America faces his greatest personal challenge as he deals with the aftermath of his final confrontation with Baron Zemo in the Amazon jungle. Their final battle brings closure to one of Cap’s most personal conflicts, as Steve Rogers finally defeats the man responsible for the death of his partner, Bucky.

The greatest strength of AVENGERS #16 is its character development. Captain America fully emerges as the moral center and leader of the team, displaying the courage, determination, and sense of justice that would define the Avengers for decades. The issue also introduces the new Avengers lineup of Hawkeye, Scarlet Witch, and Quicksilver, creating one of the most famous team configurations in Marvel history. Their desire for redemption after their time with the Brotherhood of Evil Mutants adds emotional complexity, while Hawkeye’s transition from misunderstood criminal to hero establishes one of Marvel’s most enduring character arcs. Meanwhile, the departure of Iron Man, Giant-Man, and the Wasp provides a surprisingly emotional farewell to the original team members.

The artwork effectively captures the importance and excitement of this major transition. Jack Kirby’s layouts provide the issue with dynamic storytelling, dramatic compositions, and the larger-than-life energy that became a signature of Marvel’s Silver Age action sequences. Dick Ayers’ pencils and inks bring a clean, expressive style that emphasizes both the superhero action and the characters’ emotional moments. The battles with the Masters of Evil showcase powerful poses and creative uses of abilities, while the introduction of Hawkeye, Scarlet Witch, and Quicksilver gives the new Avengers a distinctive visual presence.

Although the issue attempts to accomplish a tremendous amount in a single story, AVENGER #16 remains one of the most influential issues in the series’ history. It successfully ends one chapter while immediately beginning another, proving that superhero teams could evolve and reinvent themselves without losing their identity. The arrival of Hawkeye, Scarlet Witch, and Quicksilver, combined with Captain America’s emergence as the team’s leader, established a foundation that would shape Avengers stories for decades. With its historic roster change, memorable character moments, and exciting Silver Age storytelling, AVENGERS #16 remains a classic and essential chapter of Marvel Comics history.

NOTES

This issue introduces a dramatically revamped Avengers lineup, adding Hawkeye, Scarlet Witch, and Quicksilver as new members seeking redemption for their past actions as villains. They replace the team’s original members — Iron Man, Thor, Giant-Man, and the Wasp — who step away from active duty and take a leave of absence from the Avengers. This historic roster change marks the beginning of a new era for the team, with Captain America becoming the leader of a younger, more unconventional group of heroes.

Although he is not officially credited in the issue, it is believed that artist Carl Hubbell possibly contributed alterations to the cover and several interior pages. Beyond this work, Hubbell was best known for his contributions to Marvel’s JOURNEY INTO MYSTERY series, where he worked on several issues.

There is speculation that the title of this issue may have been inspired by Alfred, Lord Tennyson’s poem IDYLLS OF THE KING: THE PASSING OF ARTHUR (1869), particularly the famous line: "The old order changeth, yielding place to new." The quote reflects the issue’s central theme of transition, as the original Avengers lineup gives way to a new team and a new era for the series.

This issue establishes a long-running Avengers tradition of dramatically revamping the team’s roster, often accompanied by story titles using variations of the phrase “The Old Order Changeth.” It also begins the recurring concept of former supervillains earning redemption and joining the Avengers as heroes. Future adversaries who would eventually become Avengers members include the Swordsman, Black Widow, Vision, Moondragon, Wonder Man, Jocasta, Sub-Mariner, Sandman, and Firestar, among others. This shift helped define the Avengers as a team where membership was based not only on past accomplishments, but also on the potential for change and redemption.