Cap is confident that Power Man couldn’t have thought up of this plot all by himself and wants to investigate. But Wanda reminds everyone that the government has pulled the plug on them, so they can’t fight as a team anymore. Hawkeye agrees. Cap can’t believe that Hawkeye is going to let himself be defeated like this after all of his big talk, but Clint isn’t impressed by Cap’s smart-mouthing. He knows it when he’s defeated. Wanda suggests that they at least say goodbye as friends. Pietro thinks there isn’t anything left to say, and doesn’t want to ruin this unhappy moment any further.
Cap tells them to just go then, as he could never stand a bunch of quitters. Wanda resents that remark. She quotes that only a fool fights on after a lost battle, and that a man should accept his defeat. Cap wonders how Wanda ever became an Avenger with that attitude. Quicksilver gets upset and reminds Cap that they were defeated under his leadership, and now he’s talking down to his most loyal follower?! And besides, Pietro adds as he grabs Cap, nobody talks to his sister like that! Wanda tries to calm her brother down, but Cap wants to fight.
Cap responds that he won’t be anyone’s punching bag, and kicks Pietro in the face! Pietro now agrees with Hawkeye, and also thinks it’s time that someone took Cap down. And Pietro’s more than happy to do the job. He’s confident that not even Cap’s prowess can defeat his great speed. Wanda desperately tries to calm the boys down, but Clint tells her to let them go, as they’re big enough to handle their own affairs. Cap smirks that Pietro let himself be defeated by Power Man, but he doesn’t hesitate to tackle his own partner? Cap wants to put Quicksilver’s speed to the test, and throws his shield against the mutant, who dodges all the ricochet attacks.
Pietro admits that Cap’s careening shield might frighten others, but it’s no use against someone with his skills. Pietro grabs the shield and angrily throws it on the ground. He wants to fight Cap one-on-one, with no weapons at all. Hawkeye, however, tries to hold Pietro back, certain that Cap will defeat him. Cap warns Hawkeye to let Pietro go, but Clint won’t, as he responds that, if anyone is going to bring Cap down, it’s going to be him! He holds Pietro with his bow, but Pietro asks Clint to let him go, as he now realizes they’ve got nothing to gain from this. Cap is glad that he finally wised up.
Hawkeye smirks that none of them would want to be accused of hitting an old man. Wanda thinks they should be ashamed of themselves for losing their tempers like that. Quicksilver concludes that they really are finished and, for his part, it can stay that way! Cap recalls they’ve been through so much on their brief time together, and hates to see that they couldn’t depart under better circumstances. Wanda agrees and wants to suggest something better, but Pietro tells her to hold it for herself. He thinks it’s too late for that now. He takes Wanda, and they walk away together.
Cap thanks Hawkeye for helping him out, with him responding that it’s nothing, as he would have done it for even a stranger. He walks out of the room, telling Cap not to let his shield get rusty and pick it up. Cap does and, when alone, he can’t believe it’s really over and wonders how he will be able to ever face his old friends, Iron Man, Giant Man and Thor. As he puts his civilian clothes on, Cap recalls he was asked to be the keeper of the torch, which has now burnt out. He recalls he has once before known the bitter taste of defeat, when his old partner Bucky died. He knows it’s one thing to lose a fight, but to break up a team…!
But Cap had a great time with them. He knows that, despite their bickering and jealousies, he felt in his heart that they could live up to the good name the old Avengers had. He takes a last look at the Mansion and thinks it’s his responsibility to take the blame, since he’s the leader. He fears that the others might be right, and that he’s too old. Cap walks out, alone, through the rain, thinking that perhaps he should have stayed in the past, believing that Steve Rogers couldn’t live up to the legend Captain America had become.
In the next few days, the Avengers try to get their lives back together. Hawkeye tries to audition for the Ed Sullivan show, but the producer won’t let anyone who has been declared as a public menace become part of his show. Pietro tries to join a carnival show and tries to convince the producer that he could draw a lot of spectators, but the man responds that nobody would feel safe around Pietro, seeing the fact he used to be an Avenger. Wanda tries to join a singing band, but the producer thinks that pretty faces are enough out there, and he doesn’t want to hire someone with a Hex power.
They keep on trying, but nobody gets hired, since the public has gotten afraid of the Avengers and don’t want to have anything to do with them after they ran amok in the city. When recuperating in their apartment, Pietro thinks it was a mistake leaving Europe, and thinks about going back. Wanda refuses to give up, hoping that someone out there still has faith in them and wants to work with them. She wonders if Hawkeye got any good news. She asks Pietro if he has heard anything from Cap, but Pietro angrily responds that Wanda should forget about him, and let the guy return to oblivion.
Meanwhile, outside of town, the Circus of Crime has been sent out of jail and is back in business. The Ringmaster is glad they could play again after ending their services, but there’s only one problem: nobody came to watch the show all week. The Ringmaster has an idea: he has heard the Avengers disbanded and perhaps… Cannonball cuts in, explaining that Princess Pyton was way ahead of their boss, and already sent the Avengers a telegram. The Ringmaster applauds them, realizing that no common producer would hire them, but the Avengers would fit perfectly into his plans!
A short time later, Pietro and Wanda receive the telegram, and believe what it says. They’re thrilled to use their talents and call up Hawkeye, who’ll meet them in ten short minutes. Later at the circus, the three former Avengers are hired, with the Ringmaster faking they’ll be the biggest show of all time. However, the other employees know the catch, and laugh that the heroes think they’re a real circus. Wanda can’t help but wishing Cap was with them, but Hawkeye tells her to quit it. Pietro holds him back, knowing that Clint doesn’t really dislike Cap, like the rest of them.
That night, the Ringmaster can’t sleep, hardly being able to wait to see his plan fulfilled. The next day, he informs the heroes that, with his hypnotic powers, he can hypnotize the audience and, in between, the rest of the crew shall steal from them. Pietro hopes his new boss is joking. With a smiling look, the Ringmaster won’t let three former Avengers deny him after successfully hypnotized spectators of thousands of people, and orders them to look into his eyes. The dial on the Ringmaster’s head starts to whirl, but Quicksilver is faster and dodges it. Ringmaster fails to see where Pietro went, but shouts that nobody escapes him. Pietro slams the Ringmaster, sarcastically responding that he wouldn’t dream of escaping, since this is the most fun he has had in weeks.
With a roar of pure rage, Cannonball tries to slam his helmet into Quicksilver. Pietro laughs, saying he could take hundreds of Homo sapiens like the slow Cannonball, who moves into slow motion to the likes of him. However, Pietro doesn’t notice the Clown trying to sneak up on him from behind, holding a scythe and wanting to strike the mutant with it. Luckily, the villain’s feet become trapped in a robe, which he finds surprising since he has been a clown for years and knows every inch of this arena. Wanda smiles, knowing that the Clown never faced someone with Hex powers! Wanda throws the Clown on a big balloon and makes the air escape, causing the Clown fly across the room.
However, Wanda is too busy with this and gets attacked from behind by Princess Python. She grabs the female mutant by her neck and covers her eyes, planning to neutralize Wanda’s Hex powers, which seem to work, as Wanda can’t use them when she can’t see. Wanda remembers the training she had from Captain America and manages to throw Python over her shoulder. Python claims not to need any training, as she has a far more dangerous weapon, which Wanda is aware of since she read something about dangerous pythons. Python explains that the only thing she needs to do is whistle a certain note, and Wanda will be done for!
Wanda luckily has a plan: she explains that Python shouldn’t have explained her plans in advance, and throws a lot of water on her, so she can’t whistle anymore. By the time she will be able, she and her friends will be long gone. Meanwhile, Hawkeye faces Gambonnos. He hangs on a trapeze, but Hawkeye quickly shoots a twirling wire arrow at the villain, trapping him inside. Though Bruto still stands, and has a strong wooden plank with him, planning to throw it on Hawkeye. Luckily Clint has a strong enough arrow, which splits the plank in the middle. The villain is surprised, but Hawkeye mentions that his arrows are quite expensive to make so he can’t waste too many on them. Instead, he fires one intensity-sound arrow on them, which released noise knocks them out.
Cannonball is left, but he hits a post instead of Pietro. He laughs, mentioning that his strength increases a hundredfold when using his speed. At the back, the Ringmaster has contacted the police, and lied to them that the Avengers are trying to rob his circus! The police order them to freeze, certain that the judge won’t go easy on them this time. Pietro suggests they run away, and that Hawkeye fires a smoke arrow to cover them. He does and they run for it, with Pietro quickly out of sight. Wanda worries about where they might go, but Hawkeye is certain that things will turn out just fine.
But the next day, people read in every paper what has happened and dislike the Avengers even more, with some people still trusting them, but most don’t. Even the police are on their tail, but they receive more phony leads than actual whereabouts. They even wonder why the old Avengers don’t return to handle things.
Meanwhile, Power Man hears on the news what’s going on and is pleased to see that his “baby,” the Enchantress, and he successfully defeated the Avengers. The Enchantress coldly tells Power Man not to call her “baby.” He wonders why not, since they are partners now. The doorbell rings and the Enchantress suggests that Power Man goes to open it. As he goes, he adds that fate drew them together and, as far as he’s concerned, fate knew what it was doing. The Enchantress watches him going, thinking in herself that Power Man is a fool if he thinks she cares about a “mere mortal.” However, she has to admit there’s something about him: a certain pride he carries. She also wonders who could be at the door, as they aren’t expecting anyone.
When Power Man opens the door, a fat man happily greets him, and wants to make him famous. Power Man points the man the door, but Enchantress asks her partner to wait, thinking it might be interesting. The man recognizes the Enchantress from the papers and thinks that, with her being Power Man’s paper is even better. Power Man asks the man to cut to the chase and to tell them what he wants.
The man explains he’s a press agent, and thinks he could make Power Man and the Enchantress the biggest new event since the Beatles! Power Man calls the agent nuts, as he doesn’t need any publicity. Enchantress wants to hear about the agent’s plan. The agent explains that, now the Avengers seem to have disbanded, he thinks that someone should take their place. The agent wants Power Man and the Enchantress become that new team, since the public adores and admires them. The Enchantress never thought of that, but likes the idea. Power Man too, but doesn’t see the need of the agent.
The agent suggests that he’ll do the thinking for them. After all, he smirks, he can do that, as it was he who brought the downfall of the Avengers! Power Man calls the agent an idiot. Enchantress tells him to wait, but he won’t, and shouts that it was both him and Enchantress who defeated the Avengers. The agent smirks again, as he would never have guessed that. Enchantress calls Power Man a fool, as he’s talking too much. Her supernatural power of enchantment makes her sense that something wrong. In this case, Enchantress senses something’s wrong with the briefcase the agent holds.
Realizing that the Enchantress was never wrong before, Power Man strips the agent of the briefcase. The fat man begs him not to open it, claiming personal belongings are inside. As they struggle, the briefcase opens, and reveals… a recording device! The agent was recording their entire conversation! The agent rips his clothes apart, revealing a blue shirt with a familiar looking star on it. He explains that the tape will help him explain that the Avengers are innocent. It’s Captain America! Cap throws his shield to the tape and, after a properly place throw, the shield catches the tape and ricochets it back to Cap. Fearing that if the tape falls into the hands of the police, their work will have been for nothing, Power Man attacks Cap.
Cap was hoping they wouldn’t give up without a fight, as he’s got a debt to repay Power Man. Remembering that he beat Cap before, Power Man is confident he’ll do it again, but Cap thinks otherwise: he’s ready this time. Cap slams his shield really hard in Power Man’s face. Though the villain is startled, he isn’t hurt. Power Man grabs Cap in his arms, but Cap has a back-up plan, and slams his shield real hard on the villain’s head. Cap senses that Enchantress is trying to use her spells to slow him down, so he plans to keep Power Man between them. Realizing his strength is no match for Power Man’s, Cap instead throws him over his shoulders and slams him real hard against a table, which breaks.
Cap tries to do the unexpected, and attempts to keep some distance between his two opponents. He knows they’ll expect him to continue on fighting Power Man, so Cap will, but after he escapes. He breaks through the door, and runs upstairs. Cap realizes that Enchantress had plenty of chances to put spells upon him, but guesses that she wants to see how well Power Man fights without her. Power Man follows Cap but, once having reached the exit, Cap picks up the carpet they stand on and whirls it around, making Power Man lose his balance and giving Cap his chance to escape!
A few minutes later, Power Man stands up again. He knows for sure that Cap is waiting for him outside, as he just saw his shield reflecting in the moonlight. Thinking Cap won’t expect him to break through a brick wall, Power Man goes for it. However, outside, Cap could have heard Power Man arriving from fifty feet away, and throws his shield at his head again. But it’s no use; Cap simply can’t hurt him. Cap finally realizes why he recognizes Power Man’s power: it’s the same as Wonder Man’s. He recalls Wonder Man being an ally of the Enchantress as well, not too long ago. Cap wished he had put two and two together earlier.
Cap grabs a lamppost nearby and kicks Power Man in the face. He falls down, and Cap starts punching him on the head. He mocks that the Avengers are not easy to beat, and remembers Power Man that he is fighting the “weakest one,” as the other Avengers are a lot younger than Cap is and have greater powers. Power Man gets up and kicks Cap in the face, knocking him out. He slams Cap into a nearby wall and throws him off the stairs. After recovering a bit, Power Man claims himself to be lucky, realizing that, if Cap would have any kind of super-powers, nobody would be able to beat him.
He picks Cap up, and returns to Enchantress. But she lies unconscious on the floor! Hawkeye sneaks up on Power Man, explaining that the Enchantress is going to sleep for a while. And he’s got another sleep arrow reserved for Power Man! Power Man refuses to let that happen, and throws Cap against Hawkeye, making him lose his balance. Quicksilver uses his speed to run against Power Man, and punch him down. Pietro tries to punch Power Man with a lamp, but it’s no use: the villain isn’t hurt. Confused why the plan didn’t work, Power Man sees his chance to knock Pietro out.
Hawkeye steps up again, and fires his sleep arrow, but it bounces off. Power Man laughs and rips the floor apart to make Hawkeye fall. Wanda decides to create a diversion, and uses her Hex powers to make the drape behind Power Man catch him. Pietro grabs one end of the drape and runs around, but he once again underestimates Power Man’s strength, and is beaten. Still, the Avengers group together and fight Power Man. Cap responds that it’s over, as the tape is already one the way to the police.
Enchantress stands up, realizing she chose the wrong man to help her, and teleports away. Power Man gives up: his power means nothing to him without the Enchantress by his side. Cap is glad to hear that, but wants to know how his teammates knew where to find him. They explain they heard an emergency signal to their portable transceivers, and tracked the signal to this apartment. Cap finds that strange, as he didn’t send any signals.
He looks at his shield, and understands. When he scooped up the tape with his shield before, Cap thinks he must have accidentally cut his transceiver wire, shorting it. That tripped the signal, causing the signal. The others want to know what the tape is Cap keeps talking about. He explains that the tape holds materials to clear their names.
Minutes later, the police hears the tape and apologizes to the Avengers. And since there aren’t any official charges against Power Man, he is free to go, so he does. Hawkeye suspects that this won’t be the last they’ll have seen of him. They also explain they heard the truth from Princess Python, and that the Circus of Crime is arrested. The city council declares this Sunday as Avengers’ Day, give them the key to the city and even return their special priority cards.
Later that day, Quicksilver, Hawkeye and the Scarlet Witch thank Captain America for their help, and want to have no hard feelings anymore. Cap thinks otherwise. He angrily responds that he has stood up long enough with the youngsters, and decides to… leave!