Grand Central Station, NYC Subway
Heroes and villains alike attempt to recover from Hellcat’s powerful mindblast. Lt. Kris Keating is giving Hellcat an earful complaining about the Diamond District trashing, the Stock Exchange destruction and the Staten Ferry hijacking. He blames it all on the Defenders. Hellcat tries convincing him they were only trying to help.
Meanwhile, members of Hercules’ team of Defenders make their way out of the subway. Each of the heroes complains about Hellcat and what she did to them and all in agreement decide to quit. Not far away Whirlwind is arrested and Blob, stuck between some metal girders, wonders when he’ll learn to stay away from super-groups. Porcupine, on the other hand, is glad to be arrested and asks the officer if he’ll take him to a nice, safe jail.
Back to the initial argument, Keating points to all the wreckage done to Grand Central Station and asks if this is her idea of help. Hellcat pleads with him not to get too mad. Keating leans forward, telling her he’s tired of super-heroes destroying the city and he’s not going to let them get away with. Hellcat gulps and asks what he means. Keating says he’s sending the bill to the Richmond Riding Academy.
Hercules asks Keating to quiet down as his head still throbs. Herc tells Hellcat he’s leaving and won’t be back. Hellcat shrugs it all off, heads up the stairway and races to the Hellcatmobile. With all the action she forgot about the letter Iron Man left her. She opens it and discovers it’s from Millie the Model. She reads the letter and finds Millie’s the head of her own agency and wants Patsy to stop by. Hellcat jams the accelerator to the floor and takes off to see her old friend, knocking over a garbage can and causing yet more damage to the city.
Soviet Research Institute
Red Guardian sits on her bed and stares at the cold floor of her holding cell. She contemplates how much longer she’ll be willing to remain a prisoner. She knows she’s a threat to everyone around her, but can’t stand to remain captive much longer.
Her thoughts turn toward her time as a Defender and of the friends she made. It was not long after she was taken by the Presence and turned into a being of nuclear energy. She renounced him when he tried to destroy the Defenders and is now stuck living a life of solitude.
Interrupting her thoughts, General Kharkov contacts Red Guardian through the intercom in her room. He explains Codename: Sergei was spotted in the Forbidden Zone and that he’s activated a deadly radioactive disease strain. He further explains their military might is useless against the threat and asks if she will go. Red Guardian jumps at the task and after all personnel are evacuated out of the institute she’s given the signal and leaves her cell, free to fly the Soviet skies once more.
Khystym, the Forbidden Area
The Red Guardian arrives, surprised at the path of destruction before her, a trench over 200 meters wide filled with debris. She wonders what could’ve caused such devastation and receives her answer shortly after, spotting the giant amoeba with Sergei inside.
Sergei doesn’t notice Red Guardian just yet. Instead, he sulks about his impending doom and how he will end up as a food source to his own creation. He is resigned to his fate for he feels he has no reason to live without Red Guardian by his side. Even more, he feels his actions towards her warrants his death.
Red Guardian zaps at the creature in the hopes of saving Sergei, who she realizes is in no way collaborating with the creature. Instead of recoiling at the blast, the amoeba sends out a pseudo-pod to absorb the energy. Sergei finally notices Red Guardian and tries frantically to signal to her. Red Guardian isn’t sure what he’s trying to say and determines she should strike at the nucleus of the creature. The amoeba recoils, but what she doesn’t notice is the large glob-like arm reaching out behind her. The creature snags her and she is sucked inside. Red Guardian feels the power being zapped away from her and finally realizes, a bit too late, that Sergei was actually trying to warn her away.
Richmond Riding Academy
Nighthawk and Valkyrie finally arrive at the Academy following a very long and very disastrous time in the city. Nighthawk tells Val if any more would-be Defenders show up to give it to ‘em like she did on the ferry. Val wishes not to be reminded of that ever again. Nighthawk places a hand on her shoulder and smiles. Kyle tells her to lighten up and not take things so seriously. Val reflects and admits he may be right.
Nighthawk heads to the barn and promises Val a bright future with the Defenders. Val tells him his words offer no comfort for it is the future she fears most. She examines Aragorn’s wounds from his encounter with Lunatik and they seem to be healing well. Val puts a hand to her forehead as the world around her starts spinning. She grabs on to the nearby water trough to keep her balance.
Nighthawk reemerges from the barn and notices Val’s disposition. He asks the warrior woman if she’s ok and Val, rather testily, tells him she’s fine and to leave her alone. Nighthawk takes the hint and tells her he’ll be over doing work on the porch. Val watches as Kyle flies off, her thoughts embroiled as she feels the battle lust inside her and her vain struggle to keep it in check.
Nighthawk makes his way to the porch, and using the new hover control on his jetpack paints a sign hanging down from the roof. It reads “Scram Super-heroes. No More Defenders Needed!” and he hopes it will deter any more homeless super-heroes from getting any ideas from Dollar Bill’s Defenders documentary.
Aragorn cries out and Nighthawk flies over to check on things. He finds Valkryie hacking away at Aragorn’s water trough. Aragorn takes off and Nighthawk is unsure what to do. An idea comes to him quickly, though, and he makes a beeline for Val. He flies right alongside her and pushes her into the water trough, hoping the cold water will shock her out of it. It does its job as Val stands up from the ice-cold water, herself once more. She asks Nighthawk for help before falling into unconsciousness.
Nighthawk lands nearby and hoists Val into his arms. Despite her persistence earlier to not be taken to the hospital, Kyle plans on getting her medical attention. Nighthawk curses himself for not following his instincts earlier and tells his unconscious teammate she needs professional help and he’s going to see that she gets it.
Glamour Girls, Inc. Midtown Manhattan
Hellcat stares at the entrance to Glamour Girls Inc., worried about her messy hair and grubby costume. She works up the courage, enters and eventually finds her way to Millie, who’s sitting at her desk. Millie recognizes the voice, but can’t place the name. Hellcat takes off her mask and tells Millie not to reveal her secret identity. Millie proclaims, “Patsy!” and gets up from her desk for a big hug.
After some “model small talk” Millie asks after Buzz since she heard he and Patsy got married. Patsy tells her she’d rather not talk about it. Millie’s ok by that and then asks Patsy what those groovy hero-guys are really like. Patsy replies, “They’re the bee’s knees and real sharp, too!”
Millie eyes Patsy up and down and compliments her physique. She tells Patsy if she wants to get back into modeling just say the word. Patsy thanks her, but says she can’t. Millie tells her to think about it over a soda.
Patsy, sitting at the bar, grabs a soda and pops it open. Patsy stares at her drink and tells Millie she’s seen so much since she left the field. Millie counters she could see so much more and starts listing all the exotic locales. Patsy protests it’s not just the places. Millie starts rattling off famous people she’ll meet like movie stars, heads of state and royalty.
Patsy looks into the mirror behind the bar, into her reflection, and thinks back to her old modeling days and how innocent and ambitious she used to be. She reminds Millie of this, which prompts Millie to spread her arms thinking of how far she’s come with her own modeling empire.
Khystym, the Forbidden Area
Sergei stares at the unconscious form of his beloved, the Red Guardian. He can’t believe his own warped ambitions have led her to pay the ultimate penalty. Sergei cries out and makes his way to her through the amoeba’s body with the use of his atomic blasts.
The amoeba feeds off the increased energy and shifts its inner substance to intercept him. Slowly being enveloped, Sergei reaches out remembering how he and Tania clasped hands at the height of the nuclear transmogrification they underwent. Realizing that alone they’ll never stand a chance he manages to snatch her limp hand.
With their fingers interlocked, a nuclear chain reaction begins. Both bodies begin to glow, as the energies within them start raging. The forces are expelled with the strength of an atomic bomb. The amoeba can’t handle the power and regurgitates Sergei and Tania. Sergei grabs his hover chair mid-air and places Tania across his lap.
Sergei quickly relates to Tania how she exposed the folly of his ambitions and by rejecting him made him see he wasn’t a god, but a man and thereby freed his soul from mad ambitions. Sergei lifts up his facemask, stares into the cataleptic face of the woman he loves and kisses her tenderly.
Tania’s eyes open wide, the power of the kiss reviving her. Sergei puts his mask back down and tells Tania he loves her. Tania flies away from him, never acknowledging his words. Instead, she resumes her attack on the amoeba. Sergei joins her and under both assaults the amoeba grows to the size of a mountain.
Sergei moves in closely, prompting Red Guardian to yell at him to stop. The amoeba swallows him up, hungry for his power. The amoeba, however, is shocked to find Sergei now has the energy output of a small sun. It recoils from his form, the pain too much to bear. The unholy creation flees from his presence.
Sergei and Tania fly toward each other. Red Guardian points at the amoeba and suggests they attack with their combined might now that the creature is weakened. They clasp hands once more and fire a controlled nuclear explosion downward, this time at the nucleus of the abomination. It’s too much for the amoeba and when the smoke clears nothing remains of it.
The Presence and Red Guardian touch down on the ground nearby. The Presence expresses his empty feelings toward their victory. He remembers standing on the same hilltop years ago, boasting that he would fill the emptiness inside him through the domination of others. His ambition was power, but he only succeeded in poisoning the very soil itself, and poison Tania against him. He tells Tania he has only one ambition left and that is to earn her affection. She places a reassuring hand on his shoulder and tells him he’s earned it, and in the area of radioactive waste they will build a home and cause no further danger to those around them.
Professor Turk’s Apartment, Manhattan
Ledge and Dollar Bill enter the professor’s apartment and find it very oddly decorated with a giant Campbell’s Soup can with an arm and globes sticking out of it and a tree bearing not fruit, but pies, hotdogs and soup cans. Dollar Bill comments on the groovy surroundings.
Turk hands over all the drama work Ledge missed while he was in the hospital. Ledge takes off, homework in hand, telling the Prof he’s got to get studying. Bill tells Ledge he’ll see him around and then asks Turk for advice on how to get back into the Defenders’ good graces. Turk says he might have just the thing. “Boffo!” Dollar Bill replies.
Richmond Riding Academy
Kyle stands overlooking Val, who is asleep on the couch. Kyle can’t stand waiting for the doctor anymore so he decides to make an attempt at fixing the water trough to keep his mind off things.
No sooner does Kyle leave the room then Val wakes up. Her head still feels a bit woozy and for someone reason she feels as though someone is summoning her. She stares into the roaring fireplace and watches as shapes start to appear. She sees herself, in her old uniform, fighting dozens of foes, each one fiercer than the last. Eventually, her doppelganger emerges victorious, the slain bodies strewn about her feet. Then a final figure appears out of the shadows, one that freezes Val’s heart with icy fear.
Outside, Hellcat finally arrives in the Hellcatmobile. Kyle asks what happened to the rest of the Defenders that were with her. She explains they “pooped” out and asks after his and Val’s group. Kyle says they did the same. He then tells Patsy Val’s real sick and that she’s inside.
Suddenly, Aragorn, who was grazing not five yards away, disappears with a “Poof.” Then there’s a blinding light from inside the house. Kyle and Hellcat rush inside and see that Val has disappeared too. They find a note stabbed with a knife next to the fireplace. Hellcat can’t believe what she’s reading. Val says not to try and find her and that she’ll never see them again.