A pair of assault helicopters trail Ms. Marvel as she streaks across the night skies above New York. Their searchlights assist her in tracking her quarry. She recounts the tragedy in Stamford, Connecticut and how the nation demanded a response, which is how she found herself in her current situation. Ms. Marvel’s superiors authorize the use of force if necessary and she descends into a smoky alleyway. There she confronts the unregistered superhuman Hobie Brown AKA The Prowler. She curtly informs him that he is under arrest for violating the Superhuman Registration Act and orders him to stand down. He asks how she can be doing this when he’s out here trying to help people.
He tells her no way and fires a blast at her. She dodges and retaliates with an energy blast of her own which drives the Prowler into the pavement and renders him unconscious. As she radios in that her target is down, SHIELD “cape killer” agents descend from the hovering helicopters to secure the prisoner.
Later that evening, Carol is fast asleep and having a nightmare.
In the dream, she hears voices. They seem to be prepping her for an operation or examination of some sort. She realizes she is held down and the voices express their hope that the restraining straps will hold. The voice then apologizes that they cannot use anesthetic just as a vicious serrated blade edges dangerously close to Carol’s throat. She is begging for mercy.
Carol is suddenly awakened from the dream by pounding on the door. She gets to the door and is surprised to see Simon Williams AKA Wonder Man standing there. He greets her cheerily and informs her that they were both supposed to be at Stark Tower fifteen minutes ago.
Carol dresses quickly and she and Wonder Man make their way to their appointed meeting with Iron Man. They are greeted by Julia Carpenter, the second Spider-Woman and a former Avenger. Simon is pleased to see his old teammate from the West Coast Avengers and asks Julia how life as Spider-Woman is treating her. She tells him she’s going by Arachne these days, since there were so many Spider-Women active these days! Carol greets Julia with a hug and asks how her daughter, Rachel is doing. Julia notes that she’s fine and living with her grandparents in Denver until the whole Registration mess is sorted out.
The reunion of former Avengers is interrupted by the arrival of Iron Man. He apologizes for being late noting that his schedule is a bit hectic these days. Iron Man jumps right into the briefing. He reports that Captain America’s actions since the Registration Act was approved has prompted some “smart people to make some dumb decisions” by joining Cap’s group of rebels.
He notes the successful capture of The Prowler by Carol the previous evening. He also shares that hey have new intel on the Shroud who eluded capture a few nights earlier. Iron Man assigns the Shroud’s capture to Arachne who tries to protest but is assured that she’ll have ample back-up.
He then assigns Wonder Man and Ms. Marvel to track down the mysterious heroine called Araña. All they have on her is a general area that she operates out of and reports that she may be a teenager. Iron Man reminds them that there are no age limitations on the Registration Act but to give her every opportunity to choose to join them. He concludes the meeting and sends them on their way.
As they exit the room, Tony calls Carol back in for a moment. He asks her if Captain America ever tried to contact her. Carol takes a deep breath and recalls her brief encounter with Captain America in her apartment a few days earlier. She remembers telling Cap that she had to register and obey the law. That it was their duty as Americans. Cap asked her if the same held true if the law was unjust. Carol told him that that’s not the way this country works and Cap replied that he used to believe that. Carol tried to convince him that the Registration Act is for the best and will help people to feel safer. But Cap was no longer listening and turned to leave. Ms. Marvel tells Tony that she doesn’t know where Cap is if that’s what he’s asking. He replies that he understands and sends her on her way.
Carol joins Simon in the hallway and tells her that Arana can usually be found in the Brooklyn area. Carol’s reply is unusually curt and Simon asks if she’s all right. Carol remains tight-lipped about her feelings and says she’s fine and they should get to work.
Meanwhile at Ryker’s Island, Hobie Brown is being held prisoner and denied access to his attorney and family. A SHIELD agent enters and the Prowler initially refuses to talk to him without his attorney. The SHIELD agent asks him if he is the Prowler and again, Brown refuses to talk without his attorney present. The SHIELD agent continues his line of questioning and asks Hobie why he wasn’t in his apartment. He then adds that the Prowler left his home five minutes before SHIELD arrived, in costume as if someone had warned him prior to their arrest attempt. The SHIELD agent asks who could have tipped him off and then says “I bet it was her” and shows the Prowler a photograph from his file. Brown again starts to refuse to speak and the SHIELD interrogator grabs his head and shoves the photo up against his nose. The Prowler tells him to back off and the interrogating agent threatens to dump him into a deep hole or perhaps they’ll discover that Hobie’s wife was doing patrols as the Prowler as well.
Hobie starts to deny her involvement and the agent explains how it’s perfectly logical to assume they shared the Prowler gear. Hobie tells the agent to stay away from his wife. The agent simply replies that he just wants him to tell him what he needs to know. Gritting his teeth, the Prowler relents and tells the agent that the woman in the photo is the one who tipped him off that SHIELD was coming after him. The agent thanks the Prowler as he picks up the photo of Julia Carpenter and leaves the room.
Elsewhere, Arachne arrives at the Shroud’s penthouse and he immediately asks if they’re on their way. Julia kisses him passionately before telling him that she tried to delay them by lying about his whereabouts. She then came to warn him. He tells her this is pointless and Stark is on a crusade. She tries to convince him that Iron Man is too busy chasing Captain America to worry about them and mentions that he sent her to track down the Shroud. The Shroud seems wary that Stark picked her to hunt him and Arachne tries to assure him that Iron Man knows nothing about their partnership or plans.
Shroud declares that he will not run and someone has to stand up to this injustice. Julia appeals to him that it doesn’t have to be them. He clarifies that it won’t be them just him. As he says this, the sound of approaching helicopters can be heard in the distance. She tells him to run and he asks what will happen when they find her here without him. He urges her to think of her daughter, Rachel. Shroud tries to tell her to play along with their ruse and fight him, allow him to be captured and he’ll escape later. At that moment, the “cape killers” burst through the window and take aim on both Shroud and Arachne.
The Shroud tries to explain that Arachne was politely reading him his rights and suggest the troops let her finish. They tell her to back away and the Shroud tells her that he understands and that she needs to think of her daughter now. Instead, Arachne lashes out at the troops with a psi-web and yells to Shroud to run. The pair of heroes leaps from the building. SHIELD instantly brands the pair as fugitives.
Across town, Wonder Man and Ms. Marvel have been scouring Brooklyn for some sign of Arana. They’ve come up empty and both agree that this wasn’t the best of plans. They land near a Chicken Cow fast food joint and decide to grab a quick bite to eat. They are at ease with each other and slip into casual, flirtatious banter. They approach the counter and are helped by a very bored teenaged cashier. Carol orders a heavy meal and Wonder Man opts for something lighter.
As they continue to flirt and relax a bit, a quartet of masked gunmen enter the restaurant and order everyone to empty their pockets and purses. Carol turns and tells them they have no idea what a huge mistake they just made. One of the gunmen aims a gun at Carol’s head and she just smiles. As she does so, the cashier ducks out of sight under the counter. Wonder Man casually turns to Carol and mentions that he can’t recall if she is bulletproof or not.
Behind the counter, the cashier begins to transform, ditching her Chicken Cow uniform and allowing some form of armor to encircle her body. Mere seconds later, the threat has been thoroughly dealt with by Ms. Marvel and Wonder Man. The culprits are subdued and stacked in a pile in the center of the restaurant. The onlookers look up at the two Avengers in awe as they compliment each other on a job well done. They give each other a high five and wonder if this means they’ll get a complimentary dinner. As they congratulate themselves, the now fully-armored cashier leaps up onto the counter and calls out to the would-be robbers. It’s Araña, who is surprised to see that Ms. Marvel and Wonder Man have already taken care of the bad guys.