Returning to their headquarters, the Defenders find Manslaughter, an old foe, controlling their security systems! Meanwhile, Interloper has found the still-possessed Moondragon!

The Interloper continues his walk across the Pacific Ocean, and runs into a ship in trouble. Heather Douglas is on board, and disappears when a wave crashes over. Interloper decides the time is not right for him to attack.

The Defenders say goodbye to Seraph, who returns to the Soviet Union. She and Bobby bond over how much they miss Cloud.

They return to the Aerie, and find Candy, who pops out of a giant cake dressed as "Southern Belle." Except it isn't really Candy, it's Manslaughter, and he knocks out the still-blind Angel. Now he wants to join the Defenders! In order to show his worth, he tries to trap them all again: they find Candy tied up to a bed, which collapses upon itself to trap Bobby; he puts dessicating tape over Andromeda's mouth and pins Gargoyle's hands to the wall; he tricks Beast into sitting on spiders, and smacks Valkyrie in the back of the head with Dragonfang.

Val is not amused however and stares at him with death in her eyes. He seems to capitulate but then sets the Aerie's hologram defense system on them, including the Elf with a Gun. Then he lights the place on fire, still thinking they'll let him join if he shows off his formidability a bit more. They are still unenthusiastic.

Then the Interloper shows up and puts out the fire. He explains that Manslaughter was his pupil and the Defenders do in fact need him in the team if they want to defeat the Dragon of the Moon again. The Interloper was the one who had first defeated its evil on Earth, and now he has to do it again.

Finally, Moondragon appears in front of everyone, saying every Defender will die.