A desperate Smon Williams asks his brother Eric for help. Eric takes Simon to A.I.M., where MODOK offers to infuse him with ionic energy to become powerful enough to defeat Iron Man. During the process, Thor and Wasp arrive in pursuit of the earlier A.I.M. agents and fight MODOK, whose mental ray alters he experiment and turns Simon into Wonder Man, an ionic energy being. While Thor and Wasp take care of MODOK and A.I.M., Wonder Man flies away to take his revenge on Stark.
Wonder Man attacks Iron Man, who is saved by Ant-Man. Hank tries to reason with Simon, but is interrupted when Iron Man returns with a bigger armor. The other Avengers come to help and the ensuing battle ends when Wonder Man's energy form proves unstable. The Avengers try to save him by putting him in the arc reactor of Stark Industries, but it's too late and Wonder Man dissipates. A heartbroken Stark explains he took over Williams Innovations just to save it from bankrupcy.
- Simon's suit during the experiment is similar to his original Wonder Man costume from the comic books.
- In the comics, Zemo was the one who gave Simon the Wonder Man Powers, and Eric became Grim Reaper to avenge Simon after his first "death", so it could be said the order is inverted here (Eric as Grim Reaper, Wonder Man's origin, Zemo's intervention). However, Simon's motives to become Wonder Man remain the same.