Cover pencils by Jack Kirby, inks by Dick Ayers. First appearance of the Unicorn in "The Uncanny Unicorn!", script by Stan Lee, art by Don Heck; A Soviet agent with high-tech armor comes to the US to capture Iron Man; He kidnaps Pepper and injures Happy to draw Iron Man out, and then threatens to blow up Stark's factory unless Iron Man comes with him; Iron Man boards Unicorn's plane, but then destroys it, though the Unicorn escapes; Thor, Wasp, and Giant-Man cameos; Part of this story continues in Avengers #7. "Pouf!" text story. "The Watcher's Sacrifice!", script by Stan Lee (plot) and Larry Lieber (script), pencils by Larry Lieber, inks by George Roussos (as George Bell); The Watcher falls in love with a courageous alien queen, but his duty forces him to leave her. 36 pgs., full color. $0.12. Cover price $0.12.