1st story "Why Does It Always Have to Be Snakes?" (Gruenwald/Lim)
2nd story "Thanks for the Memories" (Gruenwald/Bagley)
On the rooftop of Diamondback's apartment, Puff Adder tells Rock Python to drop Captain America to his death. Captain America sprained his ankle after trying to hit Rock Python's rock-hard skull, so he can't do much to get his leg free. Rock Python simply drops him, but Captain America uses his shield to cushion the fall, as there is nothing around to grab onto. Rock Python wants to go down and check to make sure he's dead, but Anaconda wants to make sure there's a bonus in it. Anaconda calls up Cobra and tells him how they defeated Cap. Cobra orders them not to bring Captain America back to headquarters since they have Diamondback, and he feels as though Cap is playing dead in order to find out where their headquarters is. Anaconda suggests the three of them go see a Steven Seagal movie, but Rock Python is upset, feeling he "might've gone down in history as the man who finished off Captain A." The three take off in their Serpent Saucer, and Cap down below hears them. He has John Jameson come pick him up. He asks John if he got the frequency, to which he replies he does, and they found the Serpent Society headquarters. He tells John to have Peggy put the rest of the Avengers on alert in case he needs them.
Cobra contacts Cottonmouth and tells him to return to the hotel, as they've got Diamondback. He then goes to the gymnasium, where he has imprisoned Diamondback, Asp, Black Mamba, and Paladin. Cobra lied about giving Diamondback the antidote, and instead kisses her on her warm lips. Paladin is enraged, but Cobra tortures him.
Captain America makes his way in the sky to the hotel. He notices a cloud of smoke in the sky, and flies into it, crashing into a Serpent Saucer. He latches onto it and lands along with it into the roof of the Serpent Society's headquarters. Cottonmouth and Fer-de-Lance walk out of the saucer, telling one of their servants about the bump they heard while landing. Captain America jumps from the saucer and smashes his shield into Cottonmouth's gut. Fer-de-Lance retracts her claws and lunges at him, but he trips her. Captain America orders their servant to tell him where he can find some rope or chains to tie them up. However, Fer-de-Lance, when Cap is not looking, charges at him, but once again misses and has her razors cut by Cap's shield. He apprehends her and takes her with him to the tool cabinet. A few minutes later, he has all of the villains tied up and he walks through the hotel. Suddenly, Bushmaster attacks, telling Cap he set off an alarm.
At Brooklyn Heights, Bernie Rosenthal is speaking to Mike about Steve. He tries to tell her that old feelings are just rushing in through the context of being there, and Bernie reveals she just wants Steve back. Mike says he has to go to sleep, and Bernie finds a note with "Dog Pound Sat. 8" on it. She asks if he's getting a dog, but he gets flustered and says he's going to go with one of the guys from work.
Bushmaster wraps his tail around Captain America, saying even though Cap helped to save his life, he won't return the favor. Cap grabs one of Bushmaster's artificial arms and threatens to yank it off, which forces Bushmaster's grip to loosen. Cap takes the advantage to knock Bushmaster out with a swift punch to the head. He rushes through the hotel and finally finds Paladin, Diamondback, Black Mamba, and Asp. Cobra ambushes him, but Captain America is ready for him and holds his own. Cobra makes his way over to Diamondback and holds her hostage. Cap tells Cobra the Avengers are right outside, including Thor. Cobra cowardly runs away, and Cap sees to Diamondback, who is frothing at the mouth. He frees the rest of the prisoners and Black Mamba offers to take Cap to the antidote to save Diamondback. As they rush towards it, Cobra appears again, this time with Rattler, Coachwhip, and Black Racer. Cap hands Diamondback over to Mamba and proceeds to smash into Cobra, pushing him back into Coachwhip and Rattler. Black Racer dodges it and then pummels Cap, but Asp quickly blasts her away. Cobra wraps himself around Cap, saying "You are not going to win, Captain America! You have never beaten the Serpent Society -- never! We are the Avengers of the underworld!" Rattler attempts to rattle Cap's rib cage apart, but Cap's shield takes out Cobra, and he flings him at Rattler. Paladin knocks Rattler out for good, while Cap rushes after Coachwhip. Coachwhip has found Black Mamba, who got the antitoxin into Rachel's veins. She tries to use her darkforce phantoms on Coachwhip, but she is immune and uses her electro-whips on the two girls, electrocuting them. Diamondback swiftly grabs the needle from the ground and throws it right at Coachwhip's skull, taking her out. Captain America finds Diamondback just as she is recovering.
The Vault Retrieval Unit arrives to take all of the defeated Serpent Society members into custody. Diamondback notices that Cap is not forcing Black Mamba and Asp to go with the captured Serpents, but doesn't understand why he made such a big deal earlier. Cap asks how she's doing, but she quickly turns her attention to Paladin, and they walk off together. Black Mamba is confused about the situation, as Diamondback flirts with Paladin right in front of Cap.
Captain America, in his room at the Avengers headquarters, is lamenting over how Diamondback was obviously trying to make him jealous. Suddenly, Bernie Rosenthal appears, asking to buy Steve lunch.
Thanks For the Memories
U.S.Agent's memories are finally restored to him, and he realizes his parents' brutal deaths.