Restricted Area in S.H.I.E.LD compound...
Wasp clears Sector one in a restricted area, and the Avengers come into the compound. They are greeted by armed security guards telling them to freeze. The Avengers look on with menacing smiles ready to fight. As the men start shooting, Captain America orders his team to take out the guards quick before they can call for reinforcements. Giant-Man tosses some men aside as Polaris entwines them with metal cables. A scared guard holds out a crucifix and tells the Avengers to back off, his crucifix is knocked out of his hand by Captain’s shield. Cap tells him that a crucifix, holy water, garlic, and a wooden stake might be helpful if they were able to get close enough to use the items. Cap then lunges forward and bares his sharp vampire teeth. Polaris bites an agent on the neck as well and Captain America pulls back from his bite with blood dripping from his mouth.
Teeps Coffee Internet Café, (The mission district of San Francisco) two days later...
TJ complains about how nothing is sacred, she goes on to ask if Reed Richards is lording over Latveria or if Daredevil is Kingpin of crime in New York. Morph, as a classic-looking vampire tells her that it’s nothing that extreme, it’s just that the Avengers and Cap are all vampires. Suddenly, Mariko wonders where Morph is getting all his information, if he had hacked into the Avengers’ files? Morph, as Baron Blood, tells her that he didn’t and that the stuff is all over the internet because it seems that people love sick dark stuff. Calvin suggest that the divergence in reality happened when Captain America fought Baron Blood. Morph confirms this as Heather chimes in to ask who Baron Blood is.
Morph goes on to explain that Baron Blood is a very old vampire, he fought along side the Axis Powers against Captain America and the Invaders during WWII. Baron Blood later resurfaced in the modern era and fought the combination of Union Jack and Captain America. Cap’s life was supposed to have been saved by the chain mail armor he wore around his neck but on this world, he wasn’t so lucky. But, it turns out that Baron Blood wasn’t either, Cap killed him a year later and took over as Vampire King.
TJ asks Calvin if the Tallus tells them why they are there, he replies that he doesn’t know because he’s still new to sporting the thing. He goes on to add that all the Tallus keeps saying is "To stop the Vampire King from releasing the enchantment that will enslave a city." Heather reaches over to grab a bottle of water and sarcastically tells them that it’s good that it’s clear. Mariko asks if Union Jack is still around but Morph as Queen Victoria tells her that he’s already looking.
Meanwhile, Illyana leans back in a chair and harasses Calvin, calling him their "fearless leader" and asking if they are going to kill Vampire America. Calvin tells her that he doesn’t know and that he hopes the mission won’t include killing. As Illyana tells him that they do what they have to, Calvin loses it and berates her for never listening and always rushing in and being overly brutal. He reminds Illyana of how she nearly killed Moira Taggert, and probably left Black Panther’s son crippled, and how the Morlock children will probably be lost forever Illyana defends herself by saying that she finished the missions they way she could and helped them move on to where they are today. Calvin tells her that’s crap and that she always goes for the quick and easy way out, vicious and lazy at the same time. He orders her to stop it. Illyana decides to cozy up to him and ask him if he intended to give her a spanking if she doesn’t stop. Calvin is annoyed and sarcastically tells her that the seductress thing won’t piss him off much and turns and walks away from her. Mariko looks over at them annoyed, Illyana caustically calls Mariko „Hot stuff," and asks if she’s lonely. Mariko walks right up to Illyana and stands a few inches away from her face and tells her no, but she does get lonely and she will let her know.
Morph, costumed as Spitfire from the Invaders, informs his fellow "campers, fellow reality rejects" that the current world’s Union Jack is Kenneth Crichton who retired three years ago after Cap did a number on him in a battle. Calvin tells Morph to keep searching and find a phone number and that it is time for Union Jack to put on the blue and red again.
Falsworth Estate…
A massive mansion filled with literally thousands of books. Kenneth Crichton informs the Exiles via phone about the connection between a break-in at S.H.I.E.L.D., the stolen totem and Cap’s plans to enslave the city. The totem has many abilities but Kenneth tells Mimic to worry mostly about the Macodibe Enchantment which will give Cap the ability to turn the entire city into his zombies. Cap will need to perform the ritual on one of six de-consecrated locations at particular times. Kenneth tells Calvin that "the magic bracelet" probably dropped them in San Francisco because two of the locations are there, the ritual will also take place under the current night’s full moon. Mimic pleads with Kenneth to be Union Jack once again and aid them but he refuses and tells him that Cap took Union Jack away from him years ago. The left side of Kenneth’s face is entirely covered with scars.
Roof top across from de-consecrated ground...
Wooden stakes and crosses, holy water, the group gathers their goodies from two brown sacks and watch the Avengers. Their plan is to get into deconsecrated ground before moon rise and either steal the totem or kill the Vampire King. They voted between the two, Illyana wanted to do both, they told her to shut up.
Roof top on top of de-consecrated ground...
Polaris comments on the state of the grounds of the temple of the High Lord Kolock. Cap tells her that it doesn’t matter what is built on top of the land, it still holds the mystical properties that they require and he likes the view. Falcon and Hawkeye talk about how they will have a million of people under their control, they decide to start building the altar. Polaris is upset because the altar needs to be made of wood otherwise she would have had one up already. Suddenly, shuck! Polaris looks down to find a wooden stake through her heart. She falls to the ground, dead.
Mimic yells at Illyana who didn’t wait for his signal to attack, she tells him sarcastically that she thought he gave the signal and Nocturne tells them to shut up and fight.
Sasquatch tells Falcon that she feels bad for doing this, then punches him into the ground and tells him that she is reminding herself that he sucks blood and sleeps in a coffin. Morph has changed into a guy with a metal gas mask-looking device on; he is trying to grab onto Wasp. Mimic is fighting with Cap, he gets a shield slammed into his face, bits of his metal skin come cracking off as Cap asks when he joined up with the good guys and gave up on mercenary work. Giant-Man has grabbed onto Sunfire she tells him that he is sounding like a doctor as always and informs him that she can do the same, and blast herself free by firing up. She is shot with one of Hawkeye’s arrows and he tells her that she is going to feel a little prick as he tries to bite her. Illyana tells them that she will never understand the point of quipping during battles and kicks Hawkeye. He manages to grab onto her foot and pull her off her feet and slam her onto the ground.
Falcon attacks Sasquatch from the back and tries to suffocate her, he demands an apology for her beating on him. Giant -Man shows up and tells Falcon to hold her steady so they can finish her off quick. Sasquatch gets tired of two against one and smashes a hole into the floor and the three of them fall down to the lower floors.
Cap kicks Rankin and tells him that he’s tired of this and demands on what they want. Calvin tells him that Cap plans to enslave the city and they are looking to stop it, he then calls him an idiot. Cap tells him that then he can join the citizens. Mariko fires at Hawkeye but he jumps over that flame and bites her. Nocturne stabs him from the back and rushes to Mariko who appears to be in shock. Cap and Mimic continue to fight, he tells Calvin how many other superheroes he has turned and killed. He brags of how he is a creature of ancient forces and all other heroes are smart enough to stay away from him. Mimic tells Cap that he wanted this to end another way but he realized that it can’t and then takes a hard swipe at him with his claws. HNAACK! Cap’s head falls onto the floor. Suddenly Calvin hears scratching noises from Caps hand and sees Cap’s body pick up his head and re-attach it. Cap tells Mimic that it was a valiant effort and asks him if he wants to try again.
