A jail cell somewhere in Georgia, where the imprisoned Captain America a.k.a. John Walker sits on a bench inside the cell. Back straight, hands on his thighs, his stares blankly ahead. Outside the cell, his partner Lemar “Battlestar” Hoskins notes that his friend and partner is acting like a zombie, while the local sheriff calls out to Captain America, announcing that he has some visitors. ‘Captain?’ Adrian Sammish of the Commission on Superhuman Activity calls out, before asking the sheriff what he has done with Captain America, as he looks drugged. The sheriff replies that he hasn’t done a thing except patch up Captain America’s wounds.
The cell opens and Battlestar rushes over to Captain America, his uniform tattered and bandages wrapped around various parts of his body. ‘Cappy - Cappy, it’s me, Battlestar!’ Lemar calls out, before asking Johnny if he is all right. ‘What happened? We heard that your parents…’ Lemar’s voice drifts off, as Johnny’s eyes look down, before he looks back up and announces that the Watchdogs took his parents hostage so they could get him to surrender, as they wanted to make him pay for busting up their radical moral crusade. The images of his parents being shot by the Watchdogs flood through Walker’s mind, and he explains that he surrendered himself to the Watchdogs like they wanted, and he waited for his chance to rescue his folks - but as soon as he did, the Watchdogs opened fire and gunned his Ma and Pa down in cold blood.
Walker reveals that he tore into the Watchdogs, that he really let loose and made them pay for what they did - but of course, that didn’t bring his Ma and Pa back. ‘Tore inta them is right! Left nine dead, three in critical condition and thirteen wounded!’ the sheriff reports. ‘Good Lord! How is he ever going to live this down?’ Sammish mutters, wiping his brow. Battlestar tells Walker that he should have been there with him, then none of this might have happened. ‘There’s nothing you could’ve done, Lemar. Don’t sweat it’ Walker replies, before Battlestar helps his friend to his feet, and explains that he tried covering for Walker to the Commission, but that this was too big. ‘I know you did your best’ Walker replies, while Sammish tells Captain America to come along and they will see about getting him out of here.
At the reception desk, Adrian Sammish fills out the necessary paperwork, while the sheriff declares that he isn’t one to tell the Feds how to run their business, but suggests that he thinks this new guy they hired to be Captain America is a little too wild for the job. Adrian turns to the sheriff and assures him that the Captain will be fully censured for his actions, as well as stand criminal charges if any are filed. ‘In the meantime, I can do without your opinions!’ Adrian snaps. As Battlestar, Captain America and Sammish leave the police station, Adrian tells Walker that he has really gone and done it this time. Walker just stares blankly ahead.
Meanwhile, to the North, at Fort George S Meade, Head Commissioner of the Commission on Superhuman Activity, Douglas Rockwell, leads the glamorous Dr Valerie Cooper down one of the many corridors. ‘I was not aware that there were holding facilities here at the Special Powers Compound’ Valerie tells Douglas. ‘What with the nature of some of the personnel we house here -’ Valerie begins, but Rockwell interrupts, remarking that it seemed prudent to prepare for every contingency. ‘Lieutenant, the door!’ Rockwell barks. ‘Yes sir!’ the officer replies immediately. The door opens, and sitting in the cell is Dennis Dunphy a.k.a. Demolition Man - or “D-Man”. ‘You guys again?’ D-Man mutters. ‘Interrogation time, Mr Dunphy’ Rockwell replies.
Dennis announces that he doesn’t know anything he hasn’t said yesterday or the day before or the day before that. He gets to his feet and announces that holding him here without charging him with anything violates his constitutional rights. ‘I demand to see a lawyer! I demand -’ he begins, but Rockwell just tells him to sit back down. Two officers hold their guns up to Dennis, who backs off. ‘You don’t know what you’re charged with? I can correct that oversight’ Rockwell announces and tells Dennis that he is charged with aiding and abetting a traitor to the United States in several acts of sedition. ‘Traitor? What are you talking about?’ Dennis asks. ‘You know full well I’m talking about Steve Rogers!’ Rockwell replies. ‘Oh, great’ Dennis thinks to himself, realizing that his fellow prisoner, Vagabond, must have revealed their connection with the original Captain America.
Meantime, in the Colorado Rockies, thirty miles from the federal penitentiary for super-human offenders known as the Vault. A secure transport drives down the deserted road, while up above, four mutants clad in yellow costumes with a large “R” on their chest ride on a rocky slab through the air, courtesy of Meteorite. ‘My wall of flame’s slowed ‘em down!’ Crucible exclaims as he releases a burst of flame which surrounds the truck. ‘Good!’ Meteorite exclaims, before telling his teammates Quill and Mist Mistress to be ready to move out. ‘I’m taking us in!’ Meteorite announces as he lowers the rock. ‘I hear ya!’ Quill mutters. ‘Okay!’ Mist Mistress exclaims.
‘Ha! That’s one way to stop a runaway truck!’ one of the Resistants laughs as the vehicle crashes into the nearby cliff-face. Crucible alerts everyone to the Guardsmen who have emerged from the transport, ‘Go to it, woman!’ Meteorite orders Mist Mistress, who leaps onto the roof of the vehicle. As the Guardsmen try to fire their guns, but are knocked back by a barrage of needles, courtesy of Quill. The needles penetrate their armor, and one of the Guardsmen declares that he knew these suits were not as good as the ones Iron Man wrecked. Atop the truck, Mist Mistress releases her power and tells herself that it shouldn’t take more than a minute for her acid-gas to burn through the truck. An instant later, she announces that she did it. Inside the truck, she sees the prisoner with a mask over his face, and a Guardsman standing over him. ‘Uh, hi! I’m - well, never mind!’ Mist Mistress exclaims, before asking the Guardsman to drop his weapon, otherwise she will have to melt his metal suit.
When the Guardsman doesn’t drop his weapon, Mist Mistress uses her power on him. ‘Sorry, I warned you’ she tells him, and the Guardsman begins to cough as the mist overwhelms him, before Mist Mistress pulls the prisoner from the vehicle. Unable to see what is going on, the prisoner demands to know what is happening. Addressing him as Mr Flumm, Mist Mistress tells him to relax, and reveals that they have come to liberate him. ‘You mean, I’m not going to the Vault?’ Flumm asks. ‘Not if we can help it!’ Mist Mistress exclaims. One of the other Guardsmen lies unmoving on the ground, while Crucible’s flame has engulfed the other. Quill tells Crucible to chill those flames, as there is gas leaking from the truck. ‘Never mind’ Quill mutters when the truck suddenly explodes. Meteorite controls the slab of rock, and with Flumm liberated, the Resistants fly away. ‘Who are you? Why are you doing this?’ Flumm calls out. One of the Resistants explains that they are a militant group violently opposed to the Mutant Registration Act, and that they wish to recruit a mutant of his talents.
Later, in the Washington DC office of the Head of the Commission, John Walker stands with his arms at his side, and stares ahead, while Rockwell waves his arms about in a flurry, demanding to know what got into Walker, reminding him that he was ordered not to interfere with Watchdog business. ‘But you did it anyway!’ he shouts. ‘You went in, lost your head. And now over a dozen people are dead or critically injured’. Rockwell moves close to Walker, and spit comes out of his mouth as he shouts that they got rid of the original Captain America because of his inability to obey orders. ‘Now you pull something like this…do you think we’re going to be able to cover up? Do you expect us to let you go on being Captain America after the damage you’ve done to the franchise?’ Rockwell demands.
‘Well?’ Rockwell asks, barely giving Walker a chance to respond. ‘I don’t know, Sir’ is all John can muster as a reply. ‘Go on! Get out of here!’ Rockwell shouts, ordering Captain America out of his office, and to turn in his shield and uniform to ordnance, announcing that he is suspended until further notice. ‘Dismissed!’ Rockwell shouts. Walker leaves and closes the door behind him, while Rockwell sits down at his desk, and scratches his nose, wondering what now. ‘Do we try to sweep this mess under the rug? Do we get ourselves another man to play Captain America?’ he wonders, before deciding to report to his superior. Rockwell unlocks a locked panel on his desk, and presses a button, deciding he best see what his superior wants him to do.
A panel on the wall behind Douglas Rockwell’s desk rises up, revealing as hidden monitor behind it. With a cordless phone pressed to his ear, Rockwell is greeted by a figure in a suit, smoking a cigarette, but hidden in shadows, a red haze covering him. ‘It’s Rockwell, Sir! Sorry to bother you, but something’s come up. The new man we got to be Captain America has really screwed up!’ Rockwell exclaims. The other man replies that he knows, to which Rockwell is surprised. ‘You do? Oh! Well then, I was wondering how you suggest we handle the situation? I was beginning to think we should just junk the whole concept of Captain America!’ Rockwell proclaims.
The man hidden in the red haze tells Rockwell that the concept of Captain America is important to the American people - to the world - and to him. The mysterious man tells Rockwell that he can discipline John Walker however he likes, but that he wants Walker kept on as Captain America at all costs. ‘Furthermore, send him back into action as soon as possible!’ the man orders. Rockwell is very surprised, and tells his superior that Walker is a loose cannon and that he may go off at any time. ‘Sorry, Sir - whatever you say’ Rockwell mutters, before asking about the Watchdog incident, and the deaths. ‘Cover it up as best you can’ the superior orders. ‘Yes, Sir’ Rockwell replies, before the man in shadows tells Rockwell that he wants him to arrange for the Taskmaster to escape from the detention center. ‘Without him, good labor is hard to come by’ the mysterious man remarks, before telling Rockwell to keep him posted. ‘Yes, Sir’ Rockwell replies as the transmission ends and the panel slides down to cover the monitor. Scratching his face again, Rockwell decides that his superior was of no help.
Later, at Fort Meade, in his quarters, Walker removes his shirt, while Battlestar exclaims ‘He told you to pack it in? I can’t believe it! One little mistake, and they hang you out to dry!’ Lemar tells Walker that really stinks, and that he is going to give them a piece of his mind. ‘They sack you, I’m outta here, too!’ Lemar declares. But Walker stops Lemar as he leaves the room, telling him not to throw his career away on account of him. Lemar turns back to Walker and tells him that the last time he checked, it is still a free country, and that he won’t threaten to quit or anything, but he is going to get the head jerk on the phone and give him a piece of his mind. ‘Check you later’ Lemar tells his friend as he leaves Walker’s quarters.
Battlestar strides down the corridor, deciding that he will go to Val Cooper’s office, as she has a direct line to the Head Commissioner’s desk. ‘Man, I can’t believe this bureaucratic bull -’ Lemar thinks to himself, when suddenly, a voice booms over the intercom system, ordering Lemar to report to the briefing room at once. ‘Aww, shoot!’ Lemar mutters to himself. The announcement comes again, and Battlestar shouts ‘I heard you already, for crying out loud!’
Shortly, Battlestar arrives in the briefing room, where he finds Valerie Cooper and Adrian Samish seated at the front of the room, behind a desk, and gathered before them are Freedom Force - Mystique, Blob, Avalanche, Pyro, Destiny, Spiral, Stonewall, Super Sabre and Crimson Commando. ‘Ah, Buc -’ Adrian begins, almost going to call Lemar “Bucky”, before correcting himself, and telling Battlestar to be seated. ‘Hey, hey, hey everybody - look who’s here! Battle Scar!’ the obese Blob laughs as he sits on the floor, too fat to sit on one of the chairs in the room. Pyro tells the Blob that he is a riot, while Lemar thinks to himself ‘Oh, great. Those Freedom Force feebs are here, too! Don’t tell me they’re gonna make me team up with them!’
Valerie stands up and calls for everyone’s attention as she motions to a monitor, which depicts a member of the Resistants. Valerie explains that they are an organization of super human beings, presumably mutants, who are trying to subvert the Mutant Registration Act. Valerie reveals that the Resistants have been quite active in the past month, responsible for the liberation of six unregistered mutants in the country. Val adds that they don’t know yet how many Resistants there are, and that reports indicate as many as seven of them. Sammish informs Freedom Force and Battlestar that they want those radicals stopped, and quickly, too, before they do any more damage, and adds that the plan is to stage a trial for a known mutant in order to lure the Resistants out into the open.
‘Then we get to pulp ‘em, right?’ the Blob grins. ‘No, Blob, then we allow them to liberate the defendant’ Sammish explains. ‘Huh?’ the Blob asks, confusion spreading across his face. Sammish states that with any luck, the Resistants will take the mutant to their headquarters, where she will signal them, and then they can launch a full scale attack on the Resistants’ assembled ranks. Arms folded across his chest, Battlestar tells himself that this is not very original, as that is just what the Commission had he and John do on their mission infiltrating the Watchdogs. Sammish almost calls Battlestar “Bucky” once again, and points out that he is the only one who has encountered the Resistants. ‘Yeah, and got yer butt trashed!’ Pyro laughs.
Sammish asks if Battlestar has anything to add, to which Lemar asks: ‘Just a question. What about Captain America?’, to which the Blob laughs. Sammish frowns and announces that Captain America will not be working with Battlestar for the foreseeable future. Lemar frowns back, while Avalanche raises his hand and asks what mutant they are going to get to stand trial. ‘Quicksilver’ Valerie Cooper replies. ‘Quicksilver?’ Pyro asks. ‘Mystique, if you would?’ Valerie calls out, and so the blue-skinned, shape-shifter transforms into the mutant speedster, Quicksilver. ‘Oh, I get it!’ Avalanche calls out.
Elsewhere, Douglas Rockwell enters Captain America’s quarters, where Walker is lying back on his bed, hands behind his head. ‘Walker?’ the Head Commissioner calls out as he enters the room. ‘Yes, Sir?’ Walker asks, sitting up. Rockwell informs Walker that the Commission has discussed his situation at length and reached a decision. Rockwell notices that Walker is hard to read as he is so impassive at the moment, before he informs Walker that they have decided they have too much invested in him at this point to discard him after such a short period of service. Rockwell frowns as he announces that the bottom line is there may be some repercussions from the Watchdog affair that they cannot shield him from, but that in the meantime, they are going to give him once more chance to redeem himself.
Rockwell warns Walker that if he disobeys the slightest order, steps out of line in any way whatsoever, then he is gone. ‘Do you understand me?’ Rockwell asks. ‘Yes’ Walker replies. Opening a box, Rockwell tells Walker to get dressed, revealing the Captain America uniform, all packaged up. Rockwell informs Walker that they are going to have him back up Freedom Force for a while. ‘Whatever you say, Sir’ Walker replies as he stares down at the costume.
Meanwhile, somewhere beneath the arid sands of Death Valley, California. Tents are situated around a large campfire, as the members of the Resistants gather together. ‘Marvin Flumm, welcome to the stronghold of the Resistants!’ Meteorite calls out. Flumm tells Meteorite that it is an interesting set up they have here. ‘Tents pitched among high-tech squalor. What is…or was this place?’ Meteorite tells Flumm that they are not certain who built it, but that it was last employed by their fellow mutant, Mesmero, only this fortress was all but destroyed in a battle within the original X-Men. ‘We hope to restore it to its former grandeur’ he explains.
Flumm asks the Resistants why they insist on calling him by his real name, explaining that he is much more comfortable with his nom de guerre - Mentallo. A short mutant with large round eyes steps forward and explains that many of them are known mutants, just like Flumm, so they have been obliged to discard their old aliases and assume new ones in order to regain their anonymity. Meteorite adds that Occult is right, and that the two of them, as well as Paralyzer and Crucible even worked as the Government’s special Mutant Force, until the committee that organized them lost its funding and the so-called Freedom Force took their place. ‘But you know all this from reading my mind, Mr Flumm…you’re a telepath!’ Meteorite exclaims.
‘So, Mr Flumm, no more shall you call yourself Mentallo. Would you like us to help you come up with -’ Meteorite begins as Flumm is handed his helmet. Flumm smiles, and tells Mr Lanthrop a.k.a. Lifter and now known as Meteorite that from now on, he will be known as Think-Tank. Meteorite tells Think-Tank that they had been hoping to add a mutant of his abilities to their ranks for some time now. ‘I know’ Think-Tank replies as he follows Meteorite as he offers to take Think-Tank and show him how they track down their own kind.
And, in a courtroom outside Carson City, Nevada, the mock trial of Quicksilver nears the end of its fourth day. Blob sits in the judge’s seat, while Mystique, posing as Quicksilver, has taken the stand. Two Guardsmen stand behind her, while Pyro, dressed in a blue suit, acting as the prosecution, has the floor. Stonewall, wearing a black suit, is at the defense’s bench, while Destiny, Spiral and the other members of Freedom Force comprise some of the jury members. ‘And furthermore, Judge Blob, I contend that the defendant, Pietro Quicksilver, whatever his last name is, can’t be considered an evil mutant just because he once belonged to the Brotherhood of Evil Mutants.
‘Objection, your honor!’ Stonewall exclaims. Pyro turns to him and asks him what he is objecting to. ‘Huh? Well, on L.A. Law -’ Stonewall begins, before slamming the table over and pointing out that this is a fake trial, so he can object to whatever he wants to. Pyro tells his teammate to simmer down, while the Blob bangs the gavel and cries for order. ‘You guys keep acting up and I’ll sit on ya!’ he threatens.
At that moment, outside, Captain America crouches on the rooftop of a building opposite the courthouse. He looks through binoculars and frowns, when suddenly, he notices something approaching overhead. Meteorite controls two slabs of rock on which he, Mist Mistress, Paralyzer, Occult, Crucible and Think-Tank, who now has a strange contraption around his lower body, and tentacle-like extremities extending from it. ‘I see it, Paralyzer! The courthouse!’ Occult, formerly known as Peepers, exclaims. ‘Brag, brag, brag’ Paralyzer mutters, while Mist Mistress thinks to herself that she doesn’t know why Meteorite keeps choosing her for these combat missions, as she is a book keeper.
Think-Tank informs Meteorite that he has tapped their minds, and that this is a trap, as Quicksilver is not there, they are all government agents - Freedom Force. ‘Is that so? Well it’s fortunate we recruited you when we did, Think-Tank!’ Meteorite exclaims, adding that as much as he hates to war against his fellow mutants, they must destroy Freedom Force, or Freedom Force will surely destroy them. Meteorite uses his power to move Paralyzer, Occult and Crucible onto the same slab of rock as the others, which Think-Tank decides is a good plan. Meteorite announces that he has a better plan for the rock the others were perched on, and down below, Walker watches as the rock is hurled forward.
Back in the courthouse, ‘Stop! Stop this farce!’ Destiny exclaims, standing up in the juror seats. Spiral stands up, and struggles to free her many arms from the garment she is wearing, wanting to weave a protective spell. ‘Density - what?’ Mystique calls out, while Destiny urges everyone out of the courthouse, revealing that she has had a precognitive flash, a meteorite falling on them.
At that moment, civilians outside the courthouse see the falling meteorite and rush for cover, and an instant later, the large slab of rock crashes into the courthouse. ‘Son - of - a -’ Walker mutters, frowning, while Meteorite and the others approach the courthouse, , and Occult announces that he detects thoughts beneath the rubble, that some of them are still alive. Meteorite announces that they will have to finish them off, and warns his teammates to prepare to disembark. Suddenly, ‘Disembark THIS!’ Captain America shouts as he hurls his shield towards the Resistants, where it hits Paralyzer in the back. ‘It’s Captain America!’ Occult utters, while Meteorite orders the others to waste Captain America. Occult and Cruicible both use their power to attack Captain America, but he ducks, before leaping back up and knocking the two of them out.
Crucible falls from the rock, and calls out to Meteorite for help. Mist Mistress alerts Meteorite to Crucible’s trouble, but Meteorite snaps at Mist Mistress, telling her that he knows, and that she should be silent, as it is hard enough to concentrate as it is. ‘Got him!’ Meteorite shouts as he manages to levitate Crucible just before he hit’s the ground. ‘Wheeoo! Not too close!’ a nearby civilian gasps. ‘Patriotic clown! You may be able to distract my teammates, but you can’t outwit a man who knows your every thought - can anticipate your every move!’ Think-Tank shouts as he fires the weapons attacked to his tank at Captain America. Occult joins in the attack, and Think-Tank tells him that he cannot fend off an assault from two directions at once. Meteorite orders Mist Mistress to help them, as Captain America is just one man.
With one of his feet trapped, held down by Think-Tank’s tentacles, Walker maneuvers himself into the way of Occult’s blast, and the blast frees his foot. Think-Tank is shocked, he hadn’t figured it possible - that Captain America fights like a fiend, and moves without thinking. Captain America kicks Occult backwards, breaking his helmet, and he smacks his shield into Think-Tank’s face, while rushing towards the concerned Mist Mistress. Paralyzer has regained consciousness, and leaps up in front of Mist Mistress, and shouts ‘Think you’re king of the mountain, huh, A-Head? Well, a hundred megavolt of juice stopped you last time! And I’m willing to wager it’s gonna do it again!’ he shouts as he sticks his paralyzng weapons to Captain America’s chest.
Captain America appears to be in pain, before revelling in the danger, and grins back at Paralyzer, before smacking him off the rock, and into the wall of a nearby building. ‘He’s wild - unstoppable!’ Occult thinks to himself, before Captain America lifts the small mutant up by his throat, which causes Mist Mistress to lash out at Captain America, telling him to put Occult down. ‘Make it lethal, woman!’ Meteorite orders. The mist envelops Captain America, causing him to drop Occult. Captain America falls down on the rock, while Meteorite uses his power to steady the terrified Occult, who covers his eyes as he plunges head-first to the ground, only for Meteorite to levitate him in place. ‘I never doubted you!’ Occult utters.
‘I can’t believe it! I did what you guys couldn’t! I felled the great -’ Mist Mistress begins as she stands over Captain America. ‘Mist! Wait! He’s not!’ Think-Tank begins, but it’s too late, as Captain America heaves his shield at Mist Mistress, knocking her off the rock. Meteorite pulls Occult onto the rock, while Think-Tank rolls over to Captain America: ‘You’ve thrown away your shield! Now let’s see you dodge my fusillade!’ Think-Tank boasts, before he opens fire on Captain America, who quickly drops back off the meteor. ‘He dove off, but - I don’t see where’ Occult calls out as he peers over the edge of the rock. ‘Ulp!’ Occult utters when he sees Captain America clinging to the underside of the rock. Captain America then grabs Occult and throws him off the rock once again, where the mutant lands in some power-lines, and is electrocuted.
‘What happened? Occult was -’ Meteorite begins, but Think-Tank alerts him to Captain America who has just flipped up onto the meteor. ‘This time - die, you unthinking fighting machine!’ Think-Tank shouts as he unleashes a barrage of weapons fire at Captain America, who flips backwards, and throws Meteorite into the line of fire. ‘Hey! What?’ Meteorite calls out, before many bullets strike him down in a gory display. As he falls from the rock, Meteorite loses control, and the rock slams into a nearby building. Think-Tank falls from his tank, and Walker tackles him to the ground: ‘No one gets away, mutant!’ Captain America exclaims as he sits on Think-Tank and begins pummelling him hard in the face.
Suddenly, ‘John!’ a voice calls out - It’s Battlestar, dressed up as a Guardsman from the mock court trial. ‘Cool it, pal. You won. He’s out. They all are’ Lemar assures him, pulling Walker up off Think-Tank. Blob and Stonewall emerge from the rubble, while Mystique, returned to her default form, tends to Destiny. ‘Why is it I always gotta do the heave stuff?’ Blob asks as he pulls rubble away from around them. ‘Quit your griping’ Stonewall tells him. Pyro rushes over to Captain America and calls him an idiot. ‘You knocked ‘em all out! That wasn’t the plan! They were supposed to get away so we could follow ‘em back to their headquarters!’ Pyro points out.
‘Man, you are going to get reamed for this!’ Pyro declares. Captain America replies that he did what he had to do. ‘If that’s not good enough for anyone, you can all go -’ he begins, before Battlestar tells him to chill out, as that he did fine, and that the Commission will commend him. Walker turns from his friend, so Lemar asks him what the matter is. Frowning, Walker reveals that his parents’ funeral was today. ‘I missed it so I could do this’….