Annotation by Keith R.A. DeCandido

(Novel published December 1998. Official release date: January 1999.)

By Pierce Askegren (author), Mark Bagley & Jeff Albrecht (chapter-heading illustrations), Keith R.A. DeCandido (editor).

Avengers Assembled: Iron Man, Thor, Captain America, Scarlet Witch, Vision [II], Justice, and Firestar (as active members); Wonder Man and the Black Panther (as inactive members); Hawkeye (as former member).

Other characters: The Thunderbolts (Hawkeye, Moonstone [II], Jolt, MACH-1, Songbird, and Atlas); Edwin Jarvis; Baron Wolfgang Von Strucker and various agents of Hydra, among them Agents Corben, Veitch, and Hopkins; Helmut, the 13th Baron Zemo aka Baron Zemo [III] (sometimes disguised as a Hydra section leader, at one point disguised as "Mark Evanier"); Techno (at one point disguised as a Dreadnought); Colonel Sean Morgan, Agent Joshua Ballard, Agent Doug Deeley, and various other agents of SAFE (Strategic Action For Emergencies); Franz Gruber (aka Baron Zemo [II]); the Blitz Squad, or Blitzers (each is given a German number for his name: Eins, Zwei, etc.); David Erskine; the Fabulous Duff Beer Babes; various attendees of a monster truck rally; Archibald Nathan; Agent Jasper Sitwell of S.H.I.E.L.D.; Fred McDowell; Mr. Oglodytes, and the other staffmembers of the Frying Dutchman; various employees at the Fonesca Complex.

Cover: Painted by Duane O. Myers, the cover features Atlas, Captain America, Hawkeye, Songbird, and Iron Man charging outward toward the reader, with Baron Strucker and Baron Zemo as background head figures. Blurb atop cover reads "Marvel's hottest new team joins forces with Earth's Mightiest Heroes!" The Avengers logo is on top, with the Thunderbolts logo on the bottom, with the byline "Pierce Askegren" under the Thunderbolts logo. Cap's shield is rendered as the old metal shield, even though technically it should be the energy shield (see annotation for page 117).

Page i: The Avengers and Thunderbolts logos.

Page ii: Ad card listing all previous Marvel novels and anthologies, plus the next two upcoming ones.

Page iii: Title page, including Avengers and Thunderbolts logos, author byline ("Pierce Askegren"), illustration credit ("Illustrations by Mark Bagley & Jeff Albrecht"), and the logos for Marvel Comics, Byron Preiss Multimedia Co., Inc., and Berkley Boulevard Books.

Page iv: Copyright page, which includes the following credits: "Edited by Keith R.A. DeCandido. Cover by Duane O. Myers. Cover design by Claude Goodwin & Joe Kaufman. Book design by Michael Mendelsohn."

Page v: Dedication to Otto Binder, "a man of many accomplishments, not the least of which was the first-ever Avengers novel." The novel was called The Avengers Battle the Earth Wrecker, and was published by Bantam in 1967. It was, in fact, the first-ever novel based on Marvel Comics characters.

Page vii: Acknowledgements, including Thunderbolts creators Kurt Busiek and Mark Bagley ("who not only let me play with their toys, but got right there in the sandbox with me"); Avengers creators Stan Lee and Jack Kirby; Tom Brevoort (Avengers and Thunderbolts editor), Steve Behling, and Mike Thomas (of Marvel Creative Services, who oversee the novels on Marvel's end, and who also first came up with the idea of doing an Avengers/Thunderbolts novel that tied into the comics) of Marvel; and Keith R.A. DeCandido ("the book's editor … for ushering this work into existence, and for asking me to write the danged thing in the first place"). Both Busiek and Brevoort were consultants on this novel.

Page ix: Editor's note explaining that this novel takes place shortly after Avengers Vol. 3 #12.

Page 1: Illustration depicts Barons Zemo and Strucker sitting across from each other at a table in a bookstore, as depicted on pages 4-5. Illo inaccurately has Zemo without his mask on, showing his scarred face.

Page 2: Baron Wolfgang Von Strucker first appeared in Sgt. Fury & His Howling Commandos #5. A Prussian by birth, he was the Red Skull's right-hand man during World War II. After the war, he began formulating plans of his own, which eventually resulted in the creation of the terrorist organization Hydra, which first appeared in Strange Tales Vol. 1 #135; Strucker's role as Supreme Hydra was revealed in Strange Tales Vol. 1 #150 and his founding of Hydra detailed in Captain Savage and his Leatherneck Raiders #2-4. Strucker has died at least twice (Strange Tales Vol. 1 #158 and S.H.I.E.L.D. #47), the most recent time being reconstructed by the Death-Spore Virus, for which he is now a carrier, and which he can inflict on anyone he dang well chooses. Since his latest return from death, Strucker has taken control of Hydra again (at least part of it—the organization is silly with splinter groups), with the stated goal of pure chaos for its own sake (which may include being behind some of those splinter groups, just to make life miserable for as many people as possible). He has also used Life-Model Decoys (LMDs) of himself to run parts of Hydra in the past. His most recent appearance in the comics was in Thunderbolts #5; his most recent appearance in the novels was in Spider-Man & Iron Man: Sabotage (Doom's Day Book 2).

David Erskine first appeared in the novel Spider-Man & the Incredible Hulk: Rampage (Doom's Day Book 1), where he was a security guard at a Chesney Products warehouse in Manhattan. Prior to that, he'd been a cop. He came across a weakened (and rather peevish) Hulk, and made the tactical error of shooting at him. According to Pierce Askegren, the traumatic experience of having the Hulk mad at him caused him to quit and move to Alexandria, Virginia, where he opened "Neutral Territory Books," a military bookstore. His choice in name was a bad one, as it proved too amusing for Baron Strucker to pass up as the locale for his meeting with Baron Zemo, and resulted in the former cop's untimely demise at Strucker's hands.

Page 4: Helmut, the Thirteenth Baron Zemo first appeared in Captain America Vol. 1 #168 as the Phoenix. He is the son of Heinrich, the Twelfth Baron Zemo, who was a Nazi scientist during World War II, and was responsible for the death of Captain America's partner Bucky and for Cap's long stay in suspended animation (Avengers Vol. 1 #4). Heinrich led the first Masters of Evil group that faced the Avengers (Avengers Vol. 1 #6) until his death in Avengers Vol. 1 #15. Helmut tried to avenge his father's death by killing Cap and his partner the Falcon, but failed, instead falling into a vat of Adhesive X. His insulated costume protected him, but he wasn't wearing his mask, and he was literally scarred for life by the experience. When he reappeared in Captain America Vol. 1 #275, now taking on the mantle of Baron Zemo and also horribly disfigured by the Adhesive X, he was obsessed with vengeance on Cap, not being terribly interested in ruling the world. After his schemes to destroy Cap all failed—including the formation of a new Masters of Evil, which came as close as anyone to defeating the Avengers (Avengers Vol. 1 #270-277)—he re-examined his life, and decided to follow his father's goals of world domination. After the Onslaught disaster that seemingly claimed the lives of the Avengers and Fantastic Four (Onslaught Marvel Universe), he conceived an audacious plan to gather several villains and pose as heroes, called the Thunderbolts, in an elaborate con game to gain the world's trust and then take it over (Thunderbolts #1). When the heroes returned from their apparent deaths (Heroes Reborn: The Return #1-4), Zemo went public with the team's true nature, and attempted to literally take over the world; he was betrayed by his own team, who aided the FF and Avengers against him (Thunderbolts #11-12). Only Techno (formerly the Fixer) remained on Zemo's side, and they both escaped. Zemo's last appearance in the comics was in Captain America/Citizen V '98.

Page 7: Strucker refers to the clash between the Thunderbolts and Hydra in Thunderbolts #5. Strucker quotes the very words Zemo, as Citizen V, said to Strucker at the end of that issue.

S.H.I.E.L.D. stands for Strategic Hazard Intelligence, Espionage, and Logistics Directorate. The organization first appeared, as the Supreme Headquarters of International Espionage, Law-enforcement Division, in Strange Tales Vol. 1 #135. Originally created specifically to combat Strucker's Hydra terrorists, S.H.I.E.L.D.'s general mandate was to deal with terrorist threats to the U.S. In recent times, S.H.I.E.L.D. became an international organization protecting United Nations interests, and also prompting the name change (S.H.I.E.L.D. #1). S.H.I.E.L.D. has been primarily run by Colonel Nick Fury, though others have run it at various times, most recently G.W. Bridge. S.H.I.E.L.D. is headquartered in a helicarrier, a mobile flying fortress.

SAFE stands for Strategic Action For Emergencies. The organization first appeared in Spider-Man & the Incredible Hulk: Rampage (Doom's Day Book 1). Created when S.H.I.E.L.D. went international, SAFE's mandate is to protect the U.S. from paranormal threats. A quick-response organization that is HQ'd in a helicarrier much smaller than that of S.H.I.E.L.D., SAFE is also burdened with a much smaller budget. Led by Colonel Sean Morgan, SAFE has developed a good relationship with several super heroes, including such outlaw heroes as the Hulk and Spider-Man. SAFE's subsequent appearances have been in the novels Spider-Man & Iron Man: Sabotage (Doom's Day Book 2), The Incredible Hulk: Abominations, Spider-Man Super Thriller: Warrior's Revenge, X-Men: Smoke and Mirrors, Spider-Man & Fantastic Four: Wreckage (Doom's Day Book 3), Fantastic Four: Countdown to Chaos, this novel, X-Men: Soul Killer, and the short story "Playing it SAFE" in The Ultimate Hulk.

Interpol is an abbreviation for International Police. They are responsible for enforcing international law and apprehending criminals who cross national borders.

Page 8: Zemo's South American redoubt featured prominently in the early Masters of Evil stories from Avengers Vol. 1 #6ff, and has shown up most recently in Captain America/Citizen V '98. That Helmut only saw his father sporadically and was educated in Europe during his formative years was established in Thunderbolts #-1.

Page 10: Zemo's youth and resiliency are indeed the result of his father's experiments, as established in, among other places, Thunderbolts #-1.

Page 11: The "former associate" is, of course, Techno, who broke formal ties with Zemo in Captain America/Citizen V '98, but who also left things open for the pair of them working together in the future, as they do here.

Page 13: Illustration depicts the Scarlet Witch and Wonder Man fighting the Dreadnoughts in Madison Square Garden, as depicted on pages 30-35.

Page 14: The fact that the band that plays at the monster truck rally has the abbreviation DQYDJP and the fact that the editor of this novel is in a band called the Don't Quit Your Day Job Players is a complete coincidence. Really.

The Kree, Skrull, and Shi'ar are all extragalactic alien empires that have had multiple dealings with Earth. Skrulls have infiltrated Earth as far back as Fantastic Four Vol. 1 #2, and the Kree/Skrull War (Avengers Vol. 1 #92-97) was also public knowledge. More recently, a Shi'ar known as Deathcry associated with the Avengers (Avengers Vol. 1 #364ff). So the use of these three to represent the cars in the truck rally shouldn't be too much of a surprise.

The Fabulous Duff Beer Babes were ruthlessly stolen from The Simpsons. (See also page 107.)

Page 15: Baktatek is a small city in Hungary which suffered a nuclear disaster five years ago, as chronicled in the novel Fantastic Four: Countdown to Chaos.

Wonder Man moved to California some time after he left the Avengers in Avengers Vol. 1 #211 (though not immediately, based on his appearances in The Defenders #104 and Avengers Vol. 1 #239), and remained there until his apparent death in Force Works #1.

Former Avenger Benjamin J. Grimm, aka the Thing, first appeared in Fantastic Four Vol. 1 #1, and is a founding member of that team. His affinity for poker is longstanding, chronicled most recently (and most bizarrely) in Fantastic Four '98.

Page 21: Dreadnoughts first appeared in Strange Tales Vol. 1 #154. Creations of Hydra, they were first employed to assassinate Nick Fury. Hydra licensed the design to the Maggia and other criminal cartels, and they have been modified and improved dozens of times since. Their most recent novel appearance was in Spider-Man & Fantastic Four: Wreckage (Doom's Day Book 3), where they were used by Dr. Doom as an attempt to frame Hydra for the theft of Dr. Octopus's arms (see page 42 annotation).

Page 22: Franz Gruber, the false Baron Zemo, was Heinrich Zemo's pilot. He took over the mantle of Zemo in Tales of Suspense #98-99 and Captain America Vol. 1 #100, and attempted to take over the world using an orbiting death-ray of Zemo's. Captain America, the Black Panther, and Sharon Carter of S.H.I.E.L.D. eventually stopped his plan and unmasked him as Zemo's pilot. His own lackeys shot him when his true identity was revealed. His name (an homage to the villain of the film Die Hard), and that he survived at all, is first established in this novel.

Isabella Federal Penitentiary is named after longtime comics writer Tony Isabella (who is, among other things, the cocreator with Roy Thomas of Helmut Zemo). The name and form taken by Helmut Zemo in this scene is derived from longtime comics/TV writer Mark Evanier.

Page 31: Simon Williams received ionic treatments from Heinrich Zemo in Avengers Vol. 1 #9. The "detours and missteps" mentioned include dying twice (Avengers Vol. 1 #9 and Force Works #1) and twice being animated as a zombie by his brother Eric, aka the Grim Reaper (Avengers Vol. 1 #151 and Avengers Vol. 3 #10-11).

Page 32: "Robbie" is a reference to the famous Robbie the Robot in the movie Forbidden Planet.

Page 33: Wanda being the "heir to one of the world's most infamous bloodlines," is a fancy-shmancy way of saying her father is Magneto, the mutant master of magnetism, as hinted at for many years (going back at least to Uncanny X-Men #125), finally confirmed in Vision & the Scarlet Witch Vol. 1 #4. The "ancient Earth deity" that suffused her with magical energy is Chthon, the place where she was born being Wundagore Mountain, as established in Avengers Vol. 1 #181-185.

Page 34: Wanda's "tangled career path" includes being a member of the Brotherhood of Evil Mutants (X-Men Vol. 1 #4ff) before joining the Avengers as part of "Cap's kooky quartet" in Avengers Vol. 1 #16.

Page 35: Stark Tower was first established in Iron Man Vol. 3 #1, as was the company Stark Solutions.

Page 36: Archibald Nathan is named after author Nathan Archer, who is collaborating with Kurt Busiek on a Spider-Man hardcover novel called Goblin Moon, to be released in the spring of 1999.

Stark's "fairly recent, fairly serious" injuries took place in Iron Man Vol. 3 #9-12 at the hands of the Controller, the Espionage Elite, War Machine [II], and the Mandarin (plus recent fights in Avengers Vol. 3 #1ff). He has recovered to some extent, as he was bed-ridden in Avengers Vol. 3 #12, though, as Kurt Busiek said during the writing of the novel, his physician would probably have fits if she knew he was gallivanting around in the armor in this story.

Page 37: The Vault was created as a holding facility for super-powered criminals, established in Avengers Annual #15 (where the as-yet-not-opened Vault was used to hold both branches of the Avengers). The Vault wound up being less impregnable than the federal government had hoped, and was the subject of a major breakout in Heroes for Hire #1 which left the Vault all but destroyed. It was decommissioned shortly after that issue.

Page 38: Colonel Sean Morgan, head of SAFE, first appeared in Spider-Man & the Incredible Hulk: Rampage (Doom's Day Book 1). His most recent appearance prior to this was in the short story "Playing it SAFE" in The Ultimate Hulk.

Page 39: Tony Stark (and Iron Man) last dealt with Morgan and SAFE in Spider-Man & Iron Man: Sabotage (Doom's Day Book 2). Morgan had sent one of his agents, Joshua Ballard, to observe Stark's unveiling of the Infinity Engine (which Stark still doesn't know about), and when Hydra took over the IE, Morgan was put in charge of the operation to get it back. Since the IE was Stark's property, Stark wasn't thrilled with this, and he and Morgan butted heads, though Stark came out of the experience respecting Morgan quite a bit.

Page 41: Illustration depicts Iron Man fighting Techno disguised as a Dreadnought, as depicted on pages 45-51.

Page 42: Joshua Ballard of SAFE first appeared in Spider-Man & the Incredible Hulk: Rampage (Doom's Day Book 1). At the time, he was on a long-term deep-cover mission to infiltrate a splinter group of combined Hydra and A.I.M. agents. The prior site security work he refers to was in Spider-Man & Fantastic Four: Wreckage (Doom's Day Book 3), when he was in charge of a project to study the arms of Dr. Octopus. Six Dreadnoughts created by Dr. Doom—who was enlisting Octopus for a project of his—stole the arms, murdering Ballard's second-in-command, Halleh Zar, in the process. The "mad scientist" he sucker-punched was Dr. Jay Henders, who was in charge of studying the arms (and was named after Jason Henderson, the author of the novel The Incredible Hulk: Abominations and coauthor of the novel X-Men & Spider-Man: Time's Arrow Book 1: The Past).

A.I.M. stands for Advanced Idea Mechanics. Originally a group of scientists within Hydra, they broke off from the parent organization to pursue their own agenda. They first appeared in Strange Tales Vol. 1 #146; their most recent novel appearance was in Iron Man: Operation A.I.M.

Page 43: The Secret Empire has had four incarnations. The first debuted in Tales to Astonish #81; like A.I.M., the Empire was a part of Hydra that broke off to form its own agenda. It was undone by internecine intrigue and the Hulk. The second version first appeared in Amazing Adventures Vol. 2 #11, and came frighteningly close to taking over the world in Captain America Vol. 1 #169-175 (and included the original Moonstone among their number). The third incarnation was formed by Professor Anthony Power, and has its roots as far back as Captain America Vol. 1 #264, first appearing formally in The Defenders #123. The fourth appeared in the second Hawkeye miniseries and was formed by Viper.

URSA is an organization dedicated to restoring the former glory of the Soviet Union. Their first attempt, in The Incredible Hulk: Abominations, saw them allying themselves with the Abomination, and included the assassination of Senator Terence Hill (for which they framed the Hulk) and an attempted takeover and destruction of the Russian Embassy in New York (for which they intended to frame SAFE). Their second, in Fantastic Four: Countdown to Chaos, had them allying themselves with the Red Ghost, who was in turn working for the Mad Thinker. The Thinker's elaborate plan to deconstruct the world's infrastructure (leaving Russia to the Ghost and URSA) was undone by the Fantastic Four and Inhumans.

Page 45: Tony Stark created the Iron Man armor as a glorified pacemaker in Tales of Suspense #39.

Stark Solutions is located at 22nd Street and Fifth Avenue in Manhattan; Madison Square Garden is at 33rd Street and Seventh Avenue. Just in case you were wondering about that whole "northwest" thing.

Page 46: The Dreadnought's "new" capabilities are, of course, because Techno is disguising himself as a Dreadnought. All of this "Dreadnought's" capabilities are well within Techno's established capabilities since his body died in Thunderbolts #7 and he transferred his consciousness to a robot body in Thunderbolts #8.

Page 50: Iron Man's safeguards against a takeover of his armor date back at least to Avengers Vol. 1 #211, when he used his helmet's cybernetic interface to disrupt Moondragon's telepathic hold on him. In Thunderbolts #12, Iron Man mentioned his latest upgrades in preventing armor takeover, likely in response to Morgan LeFay doing so in Avengers Vol. 3 #2-3. Techno's ability to take over any mechanical device, however, is not inconsiderable, either, especially when you consider that he physically drills into the armor here.

Page 59: Illustration depicts Hawkeye's arrow shooting a gun out of the disguised Baron Zemo's hand while a shocked Joshua Ballard (who was about to get shot) looks on, depicting the scene on page 76.

Page 60: As mentioned in the page 42 annotation, Ballard was undercover in Hydra's ranks in Spider-Man & the Incredible Hulk: Rampage (Doom's Day Book 1).

Page 63: The fact that the call letters of the radio station MACH-1 is listening to are the same as the initials of the editor of this novel is a complete coincidence. Really.

The Thunderbolts first appeared as a team in Incredible Hulk #449. Their other significant prior appearances include Thunderbolts #-1, 0, & 1-22, Thunderbolts '97, Spider-Man Team-Up #7, Heroes for Hire #7, Avengers Vol. 1 #12, and (sort of) Captain America/Citizen V '98. They were first revealed as disguised villains in Thunderbolts #1.

MACH-1 first appeared as the Beetle in Strange Tales Vol. 1 #123 as a disgruntled engineer who was stuck working as a mechanic. He had the expertise, but a lack of education was holding him back, as established in Thunderbolts #-1. He wore several versions of his Beetle armor over the years. He first appeared as MACH-1 with a new armor co-designed by Techno in Incredible Hulk #449.

Page 64: The "pounding" the MACH-1 armor had taken has occurred in Thunderbolts #13-22, during which time the team has been on the run and not had access to proper facilities for repairs. (Not to mention no longer having Techno's expertise.)

Page 65: Moonstone [II] first appeared as Karla Sofen in Captain America Vol. 1 #192, where she was a "gun moll" to Dr. Faustus. In Incredible Hulk #228, she was revealed to be a psychiatrist and Faustus's protégé. The flashback in Incredible Hulk #229 told of her tricking Moonstone [I] into giving her the stone that gave him his powers. A mainstay of the more recent incarnations of the Masters of Evil, Moonstone first appeared as Meteorite of the Thunderbolts in Incredible Hulk #449. After the Thunderbolts' deception was revealed in Thunderbolts #10-11, she went back to using Moonstone. She was, in fact, the only criminal member of the team to go back to using her original codename.

MACH-1's decision to go to jail for the murder of a doctor in the Deadly Foes of Spider-Man miniseries was made in Thunderbolts #22, and will occur in Thunderbolts #23.

Page 66: Hawkeye's status with the Avengers is in fact inactive, not detached, based on his breaking his ID card in half at the end of Avengers Vol. 3 #12. (See page 69 annotation.)

Page 67: MACH-1's characterization of his turning himself in being Hawkeye's "suggestion" is generous; it was more of a direct order, as stated at the end of Thunderbolts #21.

The lodge where the Thunderbolts are headquartered is the same one that will also be used (and destroyed) in Thunderbolts #23. The previous temporary HQ that was destroyed was trashed by Hercules in Thunderbolts #22. The team attempted to convert Dominex's old base to an HQ in Avengers Vol. 3 #12, but that proved impractical.

Page 68: Songbird first appeared as Screaming Mimi in Marvel Two-in-One #54 as a member of the Grapplers. She first appeared as Songbird, with powers modified by Techno, in Incredible Hulk #449.

Atlas first appeared as Erik Josten in Avengers Vol. 1 #21, where the Enchantress repeated the procedure done on Simon Williams in Avengers Vol. 1 #9; she then christened him Power Man [I]. He fought Luke Cage, aka Power Man [II], for the right to the name in Power Man #21 and lost. His strength on the wane, he renamed himself the Smuggler and was defeated by Spider-Man in Peter Parker the Spectacular Spider-Man #49. He received a new ionic treatment from Dr. Karl Malus that also incorporated elements of the shrinking and growing powers of Henry Pym (aka Ant-Man [I], aka Giant-Man [I], aka Goliath [I], aka Yellowjacket [I], aka Dr. Pym) in Iron Man Annual #7. He then took on the name Goliath [III], having added size-changing to his powers. He had numerous clashes with the Avengers and its members, both on his own and with the Masters of Evil. Following the events of Avengers Vol. 1 #382, Goliath was taken in by Baron Zemo [III] in Thunderbolts '97, and first appeared as Atlas in Incredible Hulk #449.

Hallie Takahama first appeared in Thunderbolts #1 as a refugee from the Onslaught incident (Onslaught Marvel Universe). She and other refugees were kidnapped by Arnim Zola in that issue and experimented upon. Those experiments gave her her powers, and she escaped Zola's clutches and recruited the Thunderbolts to aid her in Thunderbolts #3-4. After the mission, she joined the team, taking on the name Jolt, and unwittingly becoming the first member of the Thunderbolts never to be a wanted criminal.

Arnim Zola first appeared in Captain America Vol. 1 #208. A former Nazi geneticist who worked for the Red Skull, he has long been interested in studying and creating bizarre mutations.

Page 69: Hawkeye destroyed his Avengers communicator in Avengers Vol. 3 #12, so he can't really have used it here. As with Captain America's shield (see annotation for page 117), this was a victim of novel-writing lag-time, which is much longer than it is for comics. Kurt Busiek did not decide to have Hawkeye destroy his communicator card until long after Pierce Askegren had finished the manuscript for this novel and it was too late to make any changes to it.

Page 81: Illustration shows Barons Zemo and Strucker admiring the Blitz Squad, depicting the scene on pages 96-101.

Page 82: Jasper Sitwell first appeared in Strange Tales Vol. 1 #144. One of S.H.I.E.L.D.'s most valuable agents, he has served a variety of positions in the organization over the years. He is also rather fussy and something of a geek, but he always gets the job done.

Doug Deeley was first seen in Spider-Man & Iron Man: Sabotage (Doom's Day Book 2). A heavily decorated Air Force pilot, he took an honorable discharge and went to work for Stark Enterprises. He was part of the crew of the Infinity Engine that was taken over by Hydra. After that incident, he quit SE and went to work for SAFE. He became SAFE's liaison to the super heroic community, first serving in that function in Spider-Man & Fantastic Four: Wreckage (Doom's Day Book 3). He last appeared in Fantastic Four: Countdown to Chaos.

Pages 83-84: Burton Hildebrandt was behind the Hydra/A.I.M. joint effort that Joshua Ballard infiltrated in Spider-Man & the Incredible Hulk: Rampage (Doom's Day Book 1).

Page 84: The equipment stolen from the former Vault used by Hildebrandt (and incorporating design elements pioneered by Dr. Doom) comprise the Gamma Sieve and Gamma Amplifier, which were used in Spider-Man & the Incredible Hulk: Rampage (Doom's Day Book 1) to literally mass produce Hulks, using the original Hulk as a template. The machine was intended to provide Latveria with an army of Hulks, but the original experiment failed and Doom abandoned it. Hildebrandt, having survived the failure of the experiment by pure luck (and unbeknownst to Doom), assembled a team of Hydra and A.I.M. agents to perfect the process. The equipment's software was wiped by Doom and damaged by the Hulk in that novel, but Techno and Hydra's technicians are made of sterner stuff, obviously.

R.B. Hayes is one of SAFE's best science types. He first appeared in Spider-Man & the Incredible Hulk: Rampage (Doom's Day Book 1). A former FBI lab tech, he joined SAFE because Colonel Morgan lets his techs do field work. He was last seen in "Playing it SAFE" in The Ultimate Hulk.

Page 85: Reed Richards told Deeley that "The discrepant member of a set is almost always the most promising route of inquiry" in Fantastic Four: Countdown to Chaos.

Page 86: The NSA, which stands for the National Security Agency, is the government agency that most often liaisons directly with the Avengers, and is responsible for the team's various clearances. Their NSA liaisons have included Henry Peter Gyrich, Raymond Sikorski, and, most recently, Duane Jerome Freeman.

Page 88: The "agreement" between the Avengers and the Thunderbolts—which amounts to a "don't ask, don't tell" policy—is inferred from the end of Avengers Vol. 3 #12.

The Barbarossa, Hydra's massive undersea fortress, was introduced in Spider-Man & Iron Man: Sabotage (Doom's Day Book 2), where it was misspelled Barbarosa. It is from there that Strucker directed his campaign to capture the Infinity Engine. As established later on in the book, it is named after a German king (see annotation for page 201).

Page 89: The "American sergeant and his doltish underlings" are, of course, Sergeant Nick Fury and his Howling Commandos. The incident that Strucker describes is from Sgt. Fury & His Howling Commandos #28.

Page 93: The "lifelong foe" who cut off Strucker's hand was Colonel Nick Fury, in Strange Tales Vol. 1 #158

Zemo and Techno parted ways in Captain America/Citizen V '98.

Page 94: Techno, aka the Fixer, aka P. Norbert Ebersol, first appeared in Strange Tales Vol. 1 #141. Often partnered with Mentallo, Ebersol is a genius who has worked for a variety of clients, most notably Hydra and THEM. He was part of Zemo's Masters of Evil during the siege of Avengers Mansion (Avengers Vol. 1 #270-277), and he joined him in forming the Thunderbolts as Techno. It was Ebersol's biodermic technique that allowed several of the Thunderbolts to alter their faces (Ebersol himself among them) so they wouldn't be recognized as their villainous selves (see annotation for page 119). Techno was killed in Thunderbolts #7 by the Elements of Doom, but he was able to transfer his consciousness to a robot body in Thunderbolts #8. He can now mentally inhabit and/or control virtually any mechanical device. He was the only member of the Thunderbolts to remain by Zemo's side when he implemented his take-over-the-world plan in Thunderbolts #11-12, and he remained allied with Zemo until Captain America/Citizen V '98.

Page 95: Heinrich Zemo used the ionic process on Simon Williams in Avengers Vol. 1 #9. The Enchantress performed the same process on Erik Josten in Avengers Vol. 1 #21.

Page 96: Techno is describing the Gamma Sieve and Gamma Amplifier. See annotation for page 84.

Page 99: By Peter Parker the Spectacular Spider-Man #49, Erik Josten's powers had faded considerably, leading him to seek out Dr. Malus in Iron Man Annual #7, which was also when Josten first demonstrated the mental instability that would plague him from that point forward.

Wonder Man's powers have changed slightly each time he's come back from the dead.

Page 100: The Blitz Squad was Strucker's "answer" to the Howling Commandos in World War II, and first appeared in Sgt. Fury & His Howling Commandos #14.

The full Hydra oath, "Hail Hydra, immortal Hydra! We shall never be destroyed! Cut off one limb and two more shall take its place!" was established in Strange Tales Vol. 1 #135.

Page 103: Illustration shows Thor fighting a Blitzer, as depicted on pages 122-123.

Page 104: T'Challa, aka the Black Panther, first appeared in Fantastic Four #52; his Avengers background is in the annotation for Avengers Vol. 3 #1. He last appeared in Avengers Vol. 3 #4, and appears next in Black Panther Vol. 4 #1.

Page 105: The Panther refers to the events of Tales of Suspense #98-99 and Captain America Vol. 1 #100 (see annotation for page 22).

Although it was never established that Simon Williams and Franz Gruber knew each other, they were both affiliated with Heinrich Zemo at the same time, and it was quite likely that Gruber flew the plane that brought Williams to Zemo's South American redoubt in Avengers Vol. 1 #9.

Page 107: The Fonesca Complex is loosely based on the Triangle Research Park, which is also located in the North Carolina Piedmont.

The Frying Dutchman is, like the Fabulous Duff Beer Babes (see page 14), ruthlessly cribbed from The Simpsons.

Page 109: Osborn Chemical is the company owned by Norman Osborn, an industrialist and chemist, who first appeared in Amazing Spider-Man Vol. 1 #14. Also something of a control freak and extremely power hungry, Osborn attempted to increase his power through criminal means, eventually taking on the guise of the Green Goblin. Osborn was believed killed in Amazing Spider-Man Vol. 1 #122, but was revealed to have survived in Amazing Spider-Man Vol. 1 #314. Around Spectacular Spider-Man #250, he took over Osborn Chemical again.

Page 111: Kintnerburg, New Jersey, is named after author Thomas Kintner.

Roger Stevens is, obviously, a play on Captain America's real name, Steve Rogers.

Page 117: The Blitzers' names are all German numbers—"Drei" being three.

Although it is never stated overtly, Cap is using his energy shield in this novel, despite the renderings in the illustrations and on the cover that make the shield look metallic. When this novel was being written, the energy shield had been created, but not yet drawn, and the author and editor of this novel were told that this shield would look just like the old shield, but couldn't be thrown and could be deactivated (which, if nothing else, solves that pesky wear-it-on-your-back-and-hope-no-one-notices-the-round-lump problem). By the time the first drawings of the shield by Ron Garney and George Pérez showed up in the Captain America and Avengers comics—with the transparent crackling effect—it was too late to change the illos for this book.

Page 119: The "biodermic systems" that Techno used to disguise the Thunderbolts were established in Thunderbolts #2. It kept some of the Thunderbolts whose faces were known to the general public and/or the remaining super heroes from being recognized.

Page 125: Illustration depicts the Thunderbolts confronting Zemo and the Blitzers, as depicted on page 140.

Page 128: Listing the numerous times Captain America has survived seemingly sure death would take forever, though the most obvious are when he fell into the ocean following Bucky's death and went into suspended animation (Avengers Vol. 1 #4) and when he and so many other heroes were believed killed by Onslaught (Onslaught Marvel Universe).

Pages 131-132: The Hydra transports that can disguise themselves as delivery trucks were last seen in Spider-Man & Iron Man: Sabotage (Doom's Day Book 2), where they were used by Hydra Agents Chesney and Winwood for surveillance on a scientist named Cosmo Emile Haberman, whom they later assassinated; the "truck" was then used for an aerial escape.

Page 135: Veitch is named after cartoonist Rick Veitch.

Page 136: As established back in Avengers Vol. 1 #21, Erik Josten was a mercenary for years before he was transformed into Power Man.

Page 141: Illustration shows Atlas fighting two Blitzers, a portion of the battle depicted on pages 153 & 155-156.

Page 148: Cap's concerns about the Avengers fighting as a unit has been an ongoing concern since Avengers Vol. 3 #4.

Page 151: "Tony Stark's scientists" refers, of course, to when Stark ran Stark International. SI supplied equipment for the Avengers for many years before it was bought out by Obadiah Stane and renamed Stane International in Iron Man Vol. 1 #173. (Stark later formed Circuits Maximus and then Stark Enterprises, which absorbed Stane International, but CM was a small-time operation, and Hawkeye was not on speaking terms with Stark when SE was formed.)

Page 153: Corben is named after cartoonist Richard Corben (who painted the cover for the novel X-Men: Soul Killer).

Page 157: Illustration shows Moonstone and Iron Man fighting three Blitzers, a piece of the fight depicted on pages 166-172.

Page 158: According to Pierce Askegren, the previous company of Tony Stark's that had offices at Fonesca was Stark Industries, later Stark International, later Stane International. Stark Enterprises absorbed the Stane, and became Stark/Fujikawa after Tony Stark's apparent death in Onslaught Marvel Universe.

Page 160: Justice was the team leader of the New Warriors for the latter run of the New Warriors comic.

Page 161: Spider-Man is a former Avenger who shoots a liquid webbing that hardens on contact. He has often used his webbing on a foe's eyes to effectively blind them, most recently in the novels against an alternate-world version of the Beast in X-Men & Spider-Man: Time's Arrow Book 2: The Present. (For that matter, he used the trick on Moonstone in Peter Parker the Spectacular Spider-Man #61.) He first appeared in Amazing Fantasy #15, and first encountered Hawkeye in Untold Tales of Spider-Man #17.

Page 177: Illustration shows Zemo and Techno speaking to Moonstone on a viewscreen, a bound and gagged Captain America in the background, as depicted on pages 186-188.

Page 178: The Vision was created by Ultron in Avengers Vol. 1 #57-58, and given the brain patterns of Simon Williams, who was believed dead at the time. In Avengers Vol. 1 #151, the Grim Reaper, aka Eric Williams, Simon's brother, offered Simon's supposedly dead body as a bribe to the Vision to betray the Avengers—it would give him a human body. That failed, and then the Reaper tried to animate Simon's body using voodoo. Williams wound up awakening from his "death" shortly thereafter. Simon and the Vision have long thought of themselves as brothers, particularly when the Reaper concocted an elaborate revenge scheme against both of them, whom he viewed as pale imitations of his true brother (West Coast Avengers Vol. 2 #1-2, Vision & the Scarlet Witch Vol. 2 #1-2).

Page 179: The deal made between the Avengers and the Thunderbolts took place at the end of Avengers Vol. 3 #12.

Page 186: Erik Josten's lengthy ties to the Zemo family were established in Avengers Vol. 1 #21 and elaborated in Thunderbolts #-1 and Thunderbolts '97. He saved Zemo from capture by the Avengers and Fantastic Four by helping him into an escape pod in Thunderbolts #12.

Page 187: Moonstone fought Zemo (and beat the holy crap out of him) in Thunderbolts #12.

Page 189: Moonstone first encountered Captain America when she was an associate of Dr. Faustus in Captain America Vol. 1 #192. After she obtained the power of the moonstone she went up against Cap several times, in Captain America Vol. 1 #230, 379, 388-389, and 411-412, and also against the Avengers when Cap was with the team in Avengers Vol. 1 #222, 228-230, 236-238, 270-279, Avengers: Deathrap, the Vault, and Avengers Unplugged #1.

Page 191: Illustration shows Captain America leading Jolt, MACH-1, Songbird, and Moonstone into battle, as depicted on page 206.

Moonstone was allied with the Corporation in Captain America Vol. 1 #230.

Page 198: Hercules's beating at the hands of Erik Josten and other Masters of Evil occurred in Avengers Vol. 1 #274. Hercules attempted to take revenge against the Thunderbolts for that indignity in Thunderbolts #22. Wonder Man himself faced Josten as Goliath in Iron Man Annual #7, West Coast Avengers Vol. 2 #1-3, and Wonder Man #1 and 24-25.

Hawkeye was named chair of the west coast branch of the Avengers in Avengers Vol. 1 #243, and remained in that post until West Coast Avengers Vol. 2 #45, when he left in a dispute with the government. He rejoined in Avengers West Coast #60, departing again in Avengers West Coast #101, shortly before the team was disbanded.

Page 201: Justice's description of who Barbarossa was is accurate. Kind of an amusing person for Strucker to name his fortress after, really…

Page 207: Illustration shows the Vision and Techno fighting in a cyberspace landscape, as depicted on pages 208-209 & 214-215.

Page 209: The Vision has spoken in a virtual monotone for almost all of his career. The only time prior to this scene that he spoke in a "normal" human voice was after Avengers Vol. 1 #256, when he removed the control crystal from his head—said crystal had been placed there by Ultron when he constructed the Vision in Avengers Vol. 1 #57-58. He returned to the monotone after he was disassembled and reassembled in West Coast Avengers Vol. 2 #42-44.

Page 218: Songbird, as Melissa Gold aka Screaming Mimi, was a professional wrestler before embarking on a career as a criminal. She was originally associated with the Grapplers when she first appeared in Marvel Two-in-One #54.

Page 220: Zemo's prowess with a sword was established in Incredible Hulk #449 when he first appeared as Citizen V.

Page 221: Illustration shows Zemo and Strucker's swordfight, as depicted on pages 225-227.

Page 228: It is quite possible that this is the first time that Baron Strucker's monocole has actually been dislodged from his eye in the history of the Marvel Universe.

Page 233: Illustration shows Captain America, Iron Man, and Thor observing the destruction of Barbarossa, as depicted on page 241.

Page 241: Wonder Man is certainly the right person to point out that death has a way of reversing itself, since he managed it twice. Indeed, many of the people in the sub in this scene—Captain America (Avengers Vol. 1 #4, Onslaught Marvel Universe), Iron Man (Onslaught Marvel Universe), Thor (Onslaught Marvel Universe), Wonder Man (Avengers Vol. 1 #9, Force Works #1), the Vision (West Coast Avengers Vol. 2 #42), Atlas (Wonder Man #25), Hawkeye (Onslaught Marvel Universe)—had been believed killed, some of them more than once, only to return. Ditto for Zemo (Captain America Vol. 1 #168 & 299), Techno (Thunderbolts #7), and Strucker (Strange Tales Vol. 1 #158, S.H.I.E.L.D. #47).

Page 243: Illustration shows Thor, Iron Man, the Vision, Hawkeye, Captain America, MACH-1, Moonstone, Atlas, Jolt, and Songbird, with images of Strucker and Zemo overhead. This is a posed shot, not depicting any particular scene.

Page 244: Cap and the Avengers dealt with a Hydra splinter group run by a Skrull (in the guise of the "Sensational" Hydra, rather than the more traditional title of Supreme Hydra) in Captain America Vol. 3 #2-6.

Pages 245-246: It is strongly implied here that Sean Morgan and Doug Deeley know that the Thunderbolts helped the Avengers out. It wouldn't be the first time that SAFE kept information about the whereabouts of fugitive heroes to themselves—they also kept an eye on the Hulk following the events of Spider-Man & the Incredible Hulk: Rampage (Doom's Day Book 1), and continued to do so in The Incredible Hulk: Abominations and "Playing it SAFE," without informing any other agencies about his whereabouts (though they abandoned it, at the Hulk's request, at the end of the latter story). They are also willing to give people the benefit of the doubt based on their actions, not on public perception, as will be seen by Major Nefertiti Jones's reaction to the X-Men in X-Men: Soul Killer.

Page 246: Hawkeye was a criminal, though a reluctant one, when he first appeared in Tales of Suspense #57; he was associated with the Black Widow when she was still a Russian spy. He continued to commit criminal acts in Tales of Suspense #60 & 64 and Untold Tales of Spider-Man #17 before being given another chance and joining the Avengers in Avengers Vol. 1 #16.

Pages 249-250: Biographies of the author and illustrators.

Pages 251-259: Chronology of the Marvel novels and short stories. This chronology appears in the back of virtually every Marvel novel, and is constantly updated. In case you're wondering, this novel takes place between X-Men: Codename Wolverine ("now" portions) and Spider-Man: Goblin Moon.

Special thanks to Pierce Askegren, Tom Brevoort, Kurt Busiek, Lonni Holland, Sean McQuaid, and Van Plexico.