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In the sewers of L. A., during his search for the Power Broker, Captain America fights against a band of mutates, victims of failed strength augmentation.  Dr. Karl Malus, the scientist responsible for their condition, evades them by crawling through a pipe, only to find himself facing the Werewolf.  Cap is surrounded by his foes until the team Night Shift (the Brothers Grimm, the Needle, Gypsy Moth and Tatterdemalion) arrive to assist.  Cap takes the oppotunity to follow the sound of Malus' earlier scream, and crosses the path of the rest of Night Shift (the Shroud, the Werewolf, Ticktock, Dansen Macabre and Digger).  Cap sees Malus with them as the Shroud engulfs himself and the Avenger in a blanket of darkness.  Within, out of an earshot of his allies, the Shroud explains to Cap that he is on the side of the law, but makes use of the abilities of his unwitting accomplices, and asks the hero to play along.

Captain America pretends to be under Dansen Macabre's control, while they question Malus, who reveals the location of the Power Broker.  They all proceed to the Broker's mansion, and they invade the grounds, fighting through an army of augmented bodyguards.  With Ticktock leading the way, they find the master bedroom, and Cap breaks in.  The Broker presses a panic button and his bed sinks down a hidden shaft, but not before Cap leaps down after him.  The Broker, whom Cap recognizes from an earlier adventure as Curtiss Jackson, willingly guides the hero to his augmentation lab where D-Man and Sharon Ventura are undergoing the process.  Cap shuts off the system, and enters the chamber, but Jackson locks the door as the enraged, mindless D-Man comes to.  He tries to pummel Cap who barely holds his own, until he succumbs to the side effects of the augmentation, and collapses.  Fearing for D-Man's life, Cap begins to administer CPR.  

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The issue begins with Cap knee deep in sewer water and failed attempts at strength augmentation while trying to track down Dr. Malus. The good doctor is able to get away until, by a werewolf just as the Night Shift shows up to help Cap out. The rest of the Night Shift shows up and Cap talks with his old friend Shroud and agrees to act like he is under hypnosis to protect the Shrouds cover as a criminal ringleader.

The ragtag team is able to storm the house where they believe Dr. Malus is ducking. When inside Cap meets Curtiss Jackson, a cartel criminal Cap met before. Cap demands to know where D-Man is and Curtiss shows him. He was being experimented on as a strength augment. Cap tries to release him and he goes berserk and attacks Cap. Cap manages to wear him out, but it appears to cost him D-Man's life.

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