Atlas stares at the many Hydra ships that overlook the city. He recalls having worked for them when he was still evil, and that in those days he never bothered to wonder why they attacked. But now, Atlas is one of the good guys, and he wonders.
Meanwhile, Abe, in his old Beetle costume, orders the Radioactive Man to find a way to boost the unconscious Warbird again, so that she can help out in the upcoming battle. Abe flies up and realizes that Strucker is in one of the ships, and wants to talk to him. Meanwhile, news reporters mention the attack on the news, and report sightings of many heroes helping defeat Hydra, heroes such as the New Warriors and the youthful Power Pack.
Meanwhile in the hospital, a man who was once dead rises up again, surprising a doctor. The man is boiled in hot lava, and claims to have gotten better.
Elsewhere in the hospital, Songbird puts her costume on and wants to go help, despite the warnings of her doctor that her voice hasn’t fully healed.
Abe finds a secure line, and locates the ship Strucker is in. He demands to know why he and Hydra are attacking. Strucker explains that he is in a contentious struggle to control his organization, and therefore chaos must rule, and the screams of the dying have to feed the beast. Strucker admits that his competition is formidable, but he has long planned this occasion. He has also used the forces of Fathom Five and the Wrecking Crew, and also planned for the heroes’ spectacle, and prepared them for a greater glory.
Abe finds that ridiculous, since the Thunderbolts have fought against all that, and wants to know why Strucker let them win. One of the Hydra agents whispers to his boss that he has targeted the transmission link, and opened it to everyone. An unsuspecting Abe continues talking, and suspects that the reason Strucker thought that because he was paying their bills.
Strucker wanted the opposition. He explains that, with the Avengers disbanded and the Fantastic Four always off somewhere else, he wanted local superhuman operatives who would fight back hard, all the better to escalate the carnage, but never enough to stop him.
Warbird is back, and rescues Abe from an attacking Hydra ship. She mentions that the military is engaged but, even if they could win, the cost of victory would be too great. Abe says that he has tapped into some of his “contacts” and believes that he knows what the big picture is there, but finds it beyond belief. And he’s certain that they can’t stop it without getting someone in Hydra’s command ship. Abe and Warbird continue their fight, trying to find a way to get someone aboard unseen. As they pass Atlas, he mentions to Abe that everyone heard what he and Strucker were discussing, but Abe doesn’t want to talk about that right now.
At the same time, the Radioactive Man uses a large amount of his powers and manages to destroy some ships. He realizes that he is defending Americans at this point, and knows how he once would have found that thought laughable. He takes another look at Llyron again, the leader of Fathom Five. Llyron is the reason why Dr. Chen Lu came to America. Now, he could just kill the unconscious man, and just leave. But he won’t.
On another part of the city, a running Speed Demon passes the Swordsman and Spider-Man, who are fighting a horde of Hydra agents. Speed Demon wishes that he was back at the strip club, where he was eight seconds ago. He is aware that he was recruited by Strucker to keep an eye on Abe. James Sanders knows that he could be a great super hero, but doesn’t know for sure if that’s what he really wants. When he passes a fighting Captain America, Sanders realizes that he can pass a bullet, but doesn’t know if one can run away from himself. He finds the Radioactive Man, and together they destroy some ships.
Elsewhere, Joystick and Blizzard are also on their way, though they have lost some time because Blizzard wanted to pick up his costume back at the base. Joystick sees this war as a game, which is something Blizzard can’t understand. Atlas destroys Blizzard’s ice-slide, and catches him, but throws Joystick towards Strucker’s ship. Abe wants her to enter the ship, and access the ship’s network to the other craft. Joystick doesn’t see the point why she should do that. Abe tells her to do it, or else he’ll pinpoint Hydra to her exact location. Not knowing if that’s a threat or promise, Joystick smiles and, with using her laserstaff, she breaks into the ship.
Warbird finds this an interesting group Abe is putting together. He is surprised himself. The Thunderbolts fighting below are surprised by an overwhelming attacking horde of Hydra agents. They want to end it, but they are all attacked by a sonic pulse scream. Speed Demon finds out that Songbird is responsible. The scream takes out most agents, but some still stand. Demon goes to catch Songbird, as he’s worried about her voice and what she’s doing here. The surviving agents are defeated by a single punch from the Radioactive Man.
Meanwhile, Joystick has found a trunk line in the ship, and is now working to patch into it. Joystick managed to successfully defeat the Hydra guards, and also doesn’t need any assistance in the patching process. Abe wants to know how Joystick knew where she was on the ship, but she simply replies that she “told them.” She transmits the codes to Abe, and stops talking to him, as some other Hydra agents open fire upon her from behind, so she has to fight them first.
Abe tells Warbird this is what he was afraid of: being in trouble during the attack. He now realizes that Strucker set everything up, so that everyone was too busy to properly deal with it. Warbird asks what he means. Suddenly, they see a low-yield nuclear bomb exploding! Carol goes to get the Radioactive Man, and throws him right in the middle of the explosion. Once there, he absorbs the radiation until he has reached his limit. However, he worries what they are going to do if there are other explosions.
Atlas gets angry at Strucker for detonating it and grabs his ship, but defensive tentacles grab him. Strucker wonders how Atlas could have gotten so strong. Abe has discovered and informs his teammates that Strucker has spread fourteen more nukes across Manhattan, and that he wants to sink the entire island into the water. Abe gives the locations of the nukes, which Joystick has transmitted to him to Speed Demon, and asks him to run there and take Blizzard with him, as he has to freeze as many nukes as possible. Speed Demon fears that he can’t run that fast. Abe threatens that he is aware that Strucker hired Demon to spy on them, and gives him the obvious choice of spending the rest of his life in jail, or otherwise save billions of lives. Speed Demon picks Blizzard up, and runs towards the nukes.
Inside the ship, Hydra agents bring Strucker to the evacuation pods. He would want to stay and fight, but is aware that a bigger struggle will wait for him within the organization itself. He respects much in the Thunderbolt’s tenacity, but believes that they are doomed nonetheless.
Meanwhile, Blizzard has managed to dismantle most of the nukes, but there are still four left. Speed Demon realizes they haven’t enough time to dismantle them one by one, so he wants Blizzard to cover up the entire city in ice so that the bombs won’t harm anyone. Blizzard thinks he’s suit can’t handle that. Speed Demon gets sick of hearing what Blizzard thinks he can or can’t do, and instead grabs the man and runs him across town, and Blizzard freezes everything in his sight.
Warbird asks Atlas to get Strucker alive, because they need him to call off the other Hydra ships. Abe notices Strucker’s escape pod and flies after him, not wanting to let the villain escape.
Blizzard has to dismantle one final bomb, but they’ve got only fifteen seconds left. Blizzard apologizes but, the Freon reserve in his suit is up and he doesn’t have any powers left. Speed Demon yells at him, but then apologizes because he knows Blizzard did his best. Demon curses Abe, because he knows what he should do now. He takes the bomb, and runs real fast out of the Lincoln Tunnel towards west on Route 3.
The nuke explodes, but… people still live! A news helicopter sees a man floating between the explosion, and notices him funneling all of the radioactive fallout! The reports can’t see who the hero is, but his body is covered in a sparkling glowing starfield. Humans start running on the streets again and cheer for the Thunderbolts, this surprising most of them. Speed Demon and Blizzard are still alive, and doctors tend their wounds. The new hero introduces himself as Genis-Vell, but the world can now call him Photon!
Later, the news reports how many people have been killed and lots of buildings have been destroyed, though many lives have been saved as well. Most of Hydra’s ships are destroyed, but leader Strucker has escaped. Also most members of Fathom Five have been arrested, but unfortunately Llyron and Sea Leopard have managed to escape. Everyone cheers for the Thunderbolts, and for the new identity of the former Captain Marvel, and that they have proven that this is a city of heroes.
Elsewhere in a hidden location, a purple man watches the news. He cheers a glass of champagne, and sees the Thunderbolts’ victory all the better for their inevitable fall.