While Warbird fights Fathom 5 and their sea monster, the armor-less Abe Jenkins tries to prevent that people drown and rescues them. None of them have the time to notice Llyron, the leader of Fathom 5, who’s simply just observing everything from the sky. Abe tries to contact the rest of the Thunderbolts, but his cellphone is soaked wet and broken. He tries to ask for help, but none of the panicking people hear him. They just try to save themselves.
Meanwhile at the Sinai Hospital in Cedars, Atlas and Songbird hear everything on the news. Songbird wants to go help, but Atlas warns her about the fact that her voice still doesn’t work too well after the damage it took, and that she needs her rest. Atlas jumps out of the window, and after enlarging himself rushes to the crime scene. Songbird watches her friend leave, and takes the chance to contact the Thunderbolts’ headquarters in Brooklyn.
She reaches the Radioactive Man, who wants to go help but has no means of any kind for transportation. Songbird tells him to take a cab then, and asks about the others. Dr. Lu informs his teammate that they went out.
Elsewhere, Blizzard, Speed Demon and Joystick enjoy a night out at a stripper’s club. Blizzard notices the news and wants to go help, but neither Joystick nor Speed Demon are interested. They tell Blizzard to leave if he wants to, but they’ll stay. Joystick doesn’t even see why they should bother. Blizzard goes to sit down, and tells her that maybe it’s the right thing to do.
Warbird gets taken out by Manowar’s electrical shocks, and faints. Atlas arrives and angrily fights the monster. Abe goes to rescue Warbird, who has fallen into the water below him. As he dives into it, he wonders if Zemo had an ulcer too. While Atlas fights the sea monster, Dragonrider and Sea Leopard attack his legs, trying to make the hero lose his balance. They succeed. Warbird wakes up but, with an exhausted voice, asks Abe where his team is. He doesn’t know, but hopes that they’ll arrive soon. Warbird hands him her cell, and orders Abe to call 555-939, and when someone takes it to give the person the override lockdown code 4-1-3-3. While Atlas gets up again and continues his battle, Abe does as asked and calls the number.
He reaches the Commission on Superhuman Activity, where Abe gives the code. It’s valid, and they rush to the room where a costume is stashed. The scientists program the armor to reach the source of the call, but are certain that the plan will work, despite the fact that the costume hasn’t seen the light of the day for a while.
Elsewhere, the Radioactive Man fails to get a cab, thanks to his green appearance. Cars just pass him by. Cops arrive, and recognize the former villain since he fought Thor once. The Radioactive Man puts his arms in the air, but warns that there’s an attack on Manhattan, and that he needs a ride to help out. He sarcastically threatens the cops to render them both sterile if they refuse to help him. The cops, not sure what to make of the joke, decide to go for it.
At the club, Blizzard hears on the news that Atlas has torn the sea monster apart with his bare hands, and that the situation is getting bloody. Blizzard tries to convince his teammates to help, but they still aren’t interested. Speed Demon fakes going to the bathroom, where he jumps into his costume and goes to the rescue.
Atlas faces Dragonrider, who explains the reason for their attack. Their home is still being destroyed by the wastes of the upworld, and Fathom 5 won’t let someone weaker than they are ruin their home. Dragonrider believes that Atlas has no idea how that feels. Atlas once again loses his patience, and grabs the villain. Abe notices the aquatic Bloodtide attacking some civilians, and he uses an electrical wire next to him to take her down.
Llyron attacks Abe from behind, but Speed Demon arrives and quickly defeats the villain before anyone notices him. Not even Abe realizes what happened. Speed Demon returns back to the club, in his civvies, and his teammates didn’t even notice that he was gone. He talks to the Blizzard, who’s still having doubts about going to help. Speed Demon tells the guy that nobody’s stopping him.
Atlas continues his savage attack on the healed sea monster. Fathom 5 panics and tries to prevent Atlas from killing the beast. The costume lands in front of Abe, who thinks that Carol even trusts him, or is desperate. He tries to put it on, but Llyron grabs him before he can. Luckily, Abe gets rescued by the newly arrived Radioactive Man, who punches the bad guy down.
Abe puts the costume on, and is the Beetle once more! He helps defeat the sea monster, and even manages to calm the Radioactive Man down before he burns Llyron to death. Then, the situation gets worse. It’s also told on the news. Somewhere else, a doctor also watches the news, and leaves his experiment behind him. The yellow glue transforms in what looks like a hand. At the hospital, Songbird puts her costume on, despite not fully being healed. Blizzard, Speed Demon and a half loaded Joystick move over to action as well.
Abe realizes that Fathom 5 and the attack of the Wrecking Crew were just meant as a diversion. However, it’s not the Atlanteans he is talking about. Dozens of enormous carriers appear above Manhattan, and only one victory cry is heard: “Hail Hydra!” In his ship, Baron Strucker tells everyone below him to prepare to die.