A confident Swordsman uses his enchanted sword to fly towards Avengers Mansion. He wants to join their ranks, hoping that nobody would question someone with an Avengers I.D. card, and thinks that the Avengers would be foolish if they denied someone with his powers.
Inside the Mansion, Quicksilver is bored about having nothing to do. Wanda tells him not to be so impatient. She shouldn’t have said that, as just then the alarm goes off! There is an intruder! Quicksilver soon spots the Swordsman but, since he doesn’t know the costumed man, Pietro demands him to stop. Swordsman laughs and throws his blade towards Pietro’s head, and it whirls around his head like a propeller. Pietro dodges it using his great speed, but has the hardest time.
Wanda uses her Hex powers to make the Swordsman lose his grip over the sword. But, in the heat of the battle, Wanda’s Hex is so powerful that part of it passes the Swordsman, and trips Quicksilver instead. He fails to keep balance and falls against the auxiliary weapons defense panel! Fearing that Quicksilver is going to attack him with one of the weapons, the Swordsman throws his sword against Pietro. He dodges it and runs away again, but the sword gets stuck in the panel.
Quicksilver runs towards the Swordsman again, and starts punching him real fast. Realizing that, without his sword, he isn’t a match for Quicksilver, the Swordsman decides to use another technique. He shouts and asks Pietro to stop punching him, faking that he was merely testing them. He explains that he wanted to join the Avengers but had to be sure that they were as good as people said they were. While Wanda and Pietro hesitate in what to do, the Swordsman notices that his sword dropped out of the panel and is free for him to grab it. He does and hits Pietro with it, rendering him unconscious as revenge for his beating.
Wanda is scared that her brother has been injured, and wants revenge on the Swordsman. He jokes that he was merely showing Pietro a lesson and that he’s alright, but the Swordsman always wants to have last word. Wanda doesn’t agree, since she thinks a woman should have the last word, and attacks the Swordsman with her powers, telling him that he’ll never be an Avenger. She hits the panel, and the breaking machine’s parts hit the Swordsman’s face, knocking him as well.
Captain America finally shows up, as he already thought he heard the sounds of battle. He asks Wanda why she didn’t contact him, but she didn’t see the need. Cap wants to know who the fallen villain is, so Wanda introduces him as the Swordsman, but that’s all she knows about him. Cap has never heard of the guy either, but uses the Avengers micro-tape identity file machine to find out if the Swordsman has a criminal record. Wanda suspects that he has, since she feels an evil aura around him. Pietro wakes up, and joins the Avengers in their search.
A short time later, the Avengers have learned everything there is to know about the Swordsman. Cap is furious that he tried to join their ranks, as the Swordsman is known as the most dangerous adventurer in all European countries and has been exiled from a dozen countries!
But before another word can be said, the Swordsman wakes up and uses his sword to cut the electrical wires, and turns off all of the lights in mansion. Before the backup powers goes on, the Avengers find out that the Swordsman has already left their sight and could be anywhere by now. But, Cap is aware that Pietro and Wanda have been restless and need some action, he allows them to go try and find the villain while he stays at the mansion. They go for it, and Cap returns to his training. He admits he uses it to stay in shape, as he hasn’t any special powers like the others, and also to keep his mind of the fact that Nick Fury still hasn’t answered the letter Cap send him, requesting to join his ranks. Like Pietro, Cap always wants to have some action, though he’ll never admit that to his teammates.
Hawkeye enters the room, and mocks at Cap. He wants to know where Hawkeye was a minute ago, as they sure could have used him against the Swordsman. Hawkeye’s mood immediately changes upon hearing the name, as this is the one man Clint actually… fears! Cap wants to hear all about it. Hawkeye agrees, since he thinks it’s time he finally got it off his chest.
Hawkeye explains that he never knew his parents and is an orphan. As a kid, he always hung around circuses and carnivals, and that’s where he met the Swordsman. Clint wanted to join the circus he worked in, and became the Swordsman’s assistant. The Swordsman was Clint’s idol. He was the star of the show, and a wizard with his sword. And as for Clint, he studied every move and the Swordsman helped him master them, certain they’d make a great team. Hawkeye admits he was certain that one day he’d be as good as the Swordsman is with his sword but, for some reason, the Swordsman always told him not to wish that, as it “wouldn’t be healthy.”
A short time later, every one at the circus learned that their paymaster had been robbed. Clint went to go see his mentor and inform him about it, but upon entering his tent, he saw the Swordsman with a lot of money, and realized that he was the robber! The Swordsman thought that the money rightfully belonged to him since he is the star of the show, and without him the circus would have been broke ages ago. Clint tried to make him understand that he didn’t have to steal it, but he didn’t want to listen to reason.
The Swordsman explained that he always trained Clint so that they could become a team of great robbers, but Clint refused to be a part of it. He tried to escape, and ran into the circus tent to the high wire. But, nonetheless, the Swordsman kept following him. Hawkeye tried to use his bow to hold him off, but with no such luck: the sword kept dodging the arrows like they were nothing. Wanting to make Clint pay for betraying him, the Swordsman cut the rope he was standing on, and Clint fell down! While Clint fell down, the Swordsman ran away and left him for dead. Luckily for Clint, the Swordsman never realized that the rope cut his fall, and also doesn’t seem to realize that he and Hawkeye are one and the same.
Elsewhere, in the airshaft from Nick Fury’s office, Hydra agents notice that the office has been deserted for days. They notice a letter on his desk, which has the mark of the Avengers on it. The agents recall that, ever since Fury left the CIA to take over the leadership of SHIELD, Hydra’s mission has been to destroy him. But so far, they have been unable to track SHIELD’s headquarters down, and that’s why they have been sneaking around Fury’s office, hoping to find a clue.
Using their Gamma-lens’ invisible beam, the Hydra agents pull the letter towards them. Confident that it has worked, the agents are certain that nobody will be able to defeat Hydra, now that it has such strong weapons. Especially once that Fury is out of the picture, they will be able to defeat anyone. They open the letter, and read that Captain America requests to join Fury’s force! They realize that the information is useless to them and, angry for having failed once again, they throw the letter out of the window. However, a walker notices the letter falling in front of his feet, and picks it up.
Later, the same man joins a group of thugs for a game of poker. One of them, a thug named Blackie, has heard that the Swordsman offers a lot of cash to anyone who can come up for an idea for him on how to trap the Avengers. The same man from before remembers the letter he found, and stops playing: he has more important things to do. Later, he meets the Swordsman at a warehouse, and hands him over Cap’s letter. The Swordsman thanks the thug, promising to pay him later after he has trapped the Avengers, as this letter might be just what he needs.
And so, the next day, Cap, without his mask on, receives a fake letter, in which “Nick Fury” finally answers him that he wants Cap on his team. Quicksilver and Wanda come over to him, wondering what all the turmoil is about. Cap informs that he can finally pick up the threads of a life that once was his, and be in action all the time. Pietro doesn’t see what gives Cap the right to be a part-time Avenger. Cap seriously responds that, after all he has been through, he can afford it. Plus, Cap makes them understand that he won’t be leaving, and will be there when the Avengers need him. He walks away, leaving the others alone. Hawkeye and Pietro both think that Cap’s absence might work in their advantage. Wanda, thinking, realizes what the two gentlemen must be thinking: that with Cap’s absence, they can become team leader.
Later that night, not far away in a dark alley, burglars break an entering and steal some money in a house. After successfully completing the job, they plan on skipping out of town as soon as they can. Unfortunately for them, Hawkeye was on a night patrol, and fires his arrows at the thieves to trap them, and destroy their getaway car! One of the thieves is the same thug who handed over the letter to the Swordsman. He fears that the Avengers might be on to him and, not wanting to get into it deeper, the thug lies that he didn’t mean to help the Swordsman, but that he insisted in trapping Cap. Hawkeye realizes that the letter Cap received must be fake then. Hawkeye stays until the cops arrive to arrest the thugs and, later, he wonders what to do.
Though Cap isn’t his favorite person, Clint knows that he’s still an Avenger, so he must help his teammate. Hawkeye rushes back to the Mansion, and informs Pietro and Wanda about what he discovered, but he’s too late: Cap has already left, and they don’t know where he is.
Meanwhile, Cap had planned on meeting up with Fury, and makes it to their rendezvous point, in an old warehouse. Cap finds it ridiculous looking, realizing that the city is trying to save money, but why would Fury pick a warehouse as a conference site? Before getting the chance to think about it, Cap gets introduced once again to… the Swordsman! Cap realizes that he has been trapped, and that the letter was fake. The Swordsman confirms it and says that, after he has trapped Cap, the other Avengers will be easy to deal with. Disappointed and full of rage because the letter was fake, Cap attacks the Swordsman by throwing his shield at him. However, with his quick reflexes, the Swordsman dodges the shield and traps it under his foot. He orders Cap to give up, but he just jumps away into safety, leaving the Swordsman wondering what he is up to.
Cap disappears into the shadows and uses his advantage to jump on some boxes. He tips them over, and they land on the Swordsman’s head, making him lose balance. Cap triumphs and laughs that this will buy him enough time to retrieve his shield, and does so. The Swordsman tries to hit Cap again with his sword but, this time, Cap defends himself by covering his head with the shield. The Swordsman is afraid that he has finally met his equal!
At the mansion, the other Avengers try to locate Cap using their tracking equipment, but fail to do so. Hawkeye comes up with the thought to use their tracer beam, which Tony Stark has invented for them. They all agree at the wonderful idea, and zero it on the hidden disc Cap wears in his utility belt. After setting everything up, they take the car and drive towards Cap’s location.
Meanwhile, the battle between Cap and the Swordsman still goes on. The Swordsman realizes why Cap is so famous when seeing him use that shield of his. He wants to buy some time, and cuts a cord, which held heavy metal pieces together. They collapse, but Cap uses his shield to protect himself from harm. After everything has fallen down, Cap tries to get up and to find the Swordsman again. He has jumped inside a mechanized hydraulic lift, and Cap fears that he plans to bury him between two nearby carton crates.
Cap is right but, using his quick reflexes, Cap manages to jump into safety before the machine hits him. Instead of escaping, Cap jumps on the lift, trying to punch the Swordsman out of it. He won’t let Cap and drives around the warehouse real fast until Cap has to let go, and falls hard on the ground, losing conscience. The Swordsman picks Cap up, and heads towards the roof. He realizes that the other Avengers must have tracked Cap down by now but, by the time they’ll find him, the Swordsman is certain that his upcoming plan will have to let the Avengers surrender themselves!
Soon afterwards, Hawkeye, Quicksilver and the Scarlet Witch arrive at the warehouse. They find the destroyed boxes and metal lying over the floor, and realize Cap must have been there. Pietro uses his speed to quickly search the area, but Cap is nowhere to be found. They go to the roof, and Hawkeye finds Cap! However, he is with the Swordsman, tied up and at the Swordsman’s mercy! The Swordsman warns the Avengers to make him team leader in the next ten seconds, or else he’ll drop Cap off the roof!
Cap warns the Avengers to remember their vows, and never to surrender under any circumstances. The three young heroes wonder what to do. Clint and Pietro admit they wanted to get rid of Cap, but not like this! Suddenly, Cap falls down! Wanda thinks the Swordsman pushed Cap into his doom, but Clint saw otherwise: Cap simply jumped so that they wouldn’t surrender!