A mission to capture the Steel Spider goes awry when two other rogue heroes accidentally cross the Thunderbolts’ path. Do the likes of Sepulchre and American Eagle even stand a chance?

American Eagle heads into the city to have a talk with the Steel Spider regarding problems he is causing (see last issue). Steel Spider is acting paranoid, thinking that American Eagle is either with the Thunderbolts (which are flying overhead) or that he sent them. American Eagle denies both accusations but Steel Spider doesn't stop acting difficult. American Eagle doesn't really make any headway with Steel Spider because as they're talking, the Thunderbolts attack.

Thinking quickly, American Eagle harpoons Moonstone to the Thunderbolts ship, taking her out of the battle. American Eagle gets dropped by Songbird while Venom is knocked off of the building by Steel Spider who also engages Radioactive Man and Swordsman. The two of them get the better of him and throw him off the building too. Venom starts causing trouble on the street and Shadowoman, who is on the way to a job interview, is forced to fight him to protect civilians. At the same time, Swordsman attacks Steel Spider but gets sent through a building. Songbird carries Radioactive Man down into the battle on the street.

Elsewhere, Moonstone is being treated by paramedics. The rod through her arm had ripped out a chunk of flesh when the Thunderbolts plane had flown off and she'd dropped to the ground. In her anger she orders that Bullseye be released.

Back in the battle, American Eagle is helping Shadowoman deal with Venom when Songbird and Radioactive Man land to join in the fight. Penance and Steel Spider also arrive so the battle can really start.