Avengers (Vol. 1) #2


Cover Date: November 1963

Cover Artists: Jack Kirby, Dick Ayers

“The Space Phantom”

Plotters: Stan Lee, Jack Kirby

Scripter: Stan Lee

Penciller: Jack Kirby

Inker: Paul Reinman

What’s Going On?

An alien villain, the Space Phantom, comes to Earth to defeat the Avengers and (eventually) the world. His plan: to use his shape-shifting powers to confuse and overpower anyone who gets in his way.

Is It Good?

Well, it’s not boring, but it’s definitely not good. Yes, we do get some hero-vs.-hero fighting, and that provides some entertainment, but the story as a whole is kind of dull. The Space Phantom isn’t a great villain, either; his origins get retconned decades later, but in this issue, he is just another shape shifting alien with plans of world domination.


The Avengers notice an intruder in Tony Stark’s home (they are having their weekly meeting in Stark’s library). It is the Space Phantom, in the form of a random New Yorker. He then takes on the appearance of the Hulk, and the Hulk is banished to Limbo. The “Hulk” then proceeds to fight Iron Man and wrecks Tony Stark’s home before leaving.

The Space Phantom encounters Rick Jones in the street, and Rick notices the “Hulk’s” odd behavior (he didn’t recognize Rick, didn’t seem to know where Bruce Banner’s secret lab is, etc.). Seeing no threat from Rick, the Space Phantom decides to monologue about his plan.

The Avengers are fooled once or twice by the Space Phantom before understanding his abilities. The Space Phantom is eventually defeated when he tries to assume the form of Thor, but is instead banished to Limbo.


  • This issue takes place before Tales to Astonish #49. Since they both have a cover date of November 1963, I’m treating Astonish as the first appearance of Henry Pym’s Giant-Man persona, costume, and abilities.
  • The Avengers hold weekly meetings, even if there is no imminent threat, to improve their friendship.

  • The above panel is the second consecutive issue with the Wasp drooling over Thor.
  • Henry Pym goes by both Ant-Man and Giant-Man in this issue. His and the Wasp’s growth/shrinking are now instigated by swallowing pills instead of via a gas canister.

  • This is the first appearance of the Space Phantom. He can assume the appearance and abilities of whomever he chooses, but whoever is being impersonated is sent to another dimension until he changes his shape again.
  • This is the first appearance of Limbo. There are a few different Limbos in the Marvel Universe; this one appears to be a temporal Limbo.
  • The Space Phantom knows Iron Man’s secret identity! How? Because he has been observing the Avengers from space, where secret identities are easily observed, obviously.

  • The Space Phantom doesn’t just mimic appearances; he can imitate powers and technology —- his impersonation of Iron Man included complex electrical devices.

  • Tony Stark is still plugging his armor into electrical outlets to maintain his charge.

  • When did Wasp become “hypersensitive” to anything, and how did Iron Man know about it?

  • Iron Man’s first anti-Hulk armor improvement is…a hammer-arm?

  • We have a diagram of Giant-Man’s “wafer-thin” helmet:

  • Iron Man is still using rocket skates!

  • Thor’s hammer is apparently affected by magnets.

  • The Hulk quits the team at the end of this issue. He is the first member to quit the team.

  • We have a pin-up alert!

Comics Are Goofy:

  • Why is this surprising to Thor? Ant-Man and the Wasp did the same thing when they arrived last issue!

  • Who made this rule?

  • Giant-Man is a world-class narrator.

  • I think “husky” had different connotations in the 60’s.

  • In a comic filled with alien life, shapeshifters, shrinking/growing people, Jekyll & Hyde analogues, robot suits, and alternate dimensions, I find the idea that Iron Man’s armor may not be water-resistant to be the least believable thing.

  • This is dumb for a few reasons. First, the Space Phantom has already impersonated non-humans in this issue (a meteorite and a wasp). Second, if Thor was correct (he’s not), how would he even know that this was the reason? There are so many other possible explanations for this —- off the top of my head: Asgardian magic, the Space Phantom having limits of what power levels he can imitate, or something involving Thor and Donald Blake’s body-swapping making Thor immune —- and they went with “your power only affects humans”?

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s