This issue features the first chapter in a two-part story teaming Cap with the West Coast Avengers' own USAgent. Also included is a back-up story featuring Diamondback.
At the offices of Rabid Records, a music company which specializes in Hip-Hop music, a group of soldiers douse the expensive and irreplacable belongings and they light the fuse on a bomb. As they're leaving, one of the soldiers, Bernie's friend Mike Farrel, notices a man lying in a closet. A drunk janitor, Mike tries to get the others to help him pull him to safety, but they refuse as there is not enough time. After debating whether or not he should try to pull him to safety, he opts to run to safety himself, saying he wouldn't be able to pull him quick enough and that they'd both be caught in the explosion. The rest of the Watchdogs are annoyed by the "new guy"'s actions. Another soldier speaks to Mike, who is upset about the man who died in the explosion. His teammate replies "Anybody stupid enough to work for those filth-mongers doesn't deserve your pity."
At the Avengers mansion, Steve is doing his routine workout. The phone rings, and Jarvis informs Steve that Bernie is outside. He sends her up, but Steve worries about a picture of Rachel lying on his shelf. He decides to keep the picture there so he can explain her to Bernie, as he is not really interested to renew their relationship together. Bernie walks in, and Steve compliments her on her jacket. She comments on his room and how he needs new furniture. She notices the picture on his shelf but does not say anything to Steve. She tries to get him to go shopping with her for new furniture for him, but he keeps making excuses. She finally says she'll just pick some stuff out and if he doesn't like it, they can return it.
At Brooklyn Heights, Bernie knocks on Mike's door. He answers and she notices how upset he seems. He wants desperately to tell her but instead only tells her that someone died in a fire last night. Suddenly, one of the Watchdogs, Stuart, enters and tells them he needs to speak to Mike. Bernie walks into another room while they talk. Stuart helps himself to a beer and tells Mike about the next job at a porn exhibit. He tells him he asked Top Dog if he could stop by and pay a visit to see how he's doing. Fifteen minutes later, Stuart leaves and Bernie confronts Mike. He tells her he's in the biggest trouble of his life and proceeds to tell her everything that had happened. She tells him he should go to the police but he doesn't want to rat on his friends, nor does he wish to go to prison himself. He makes her promise not to go to the police herself.
Outside, Stuart and two others were listening to the conversation and know that Mike told all of the business of the Watchdogs to Bernie. Stuart then tells one of the men, Omar, to call the Hounds.
At the Avengers headquarters, Captain America is training Rage and Sandman in battle. Peggy Carter makes a call to Cap, saying she has Bernie on the line and that it's an urgent matter of life and death. Cap leaves the pair to take the call. Five minutes later, Cap is flying through the snowy air to Mike Farrel's place.
Outside, Stuart and the others are waiting for the Hounds. Stuart has the house under surveillence, but thinks they should call Mike's number just to make sure he's there. As he gets out of the car to do so, the Hounds drive forward, telling Stuart to leave and let them handle it. The six members of the Hounds split up and enter into Mike's apartment. They can't find Mike anywhere, but what they do find is Captain America, who ambushes them. He makes quick work of the group but wonders what they want with Mike.
Mike, meanwhile, is walking around town, having had left his apartment to get air. He wonders if he did the right thing by telling Bernie, as she's very liberal. The way he escaped without Stuart noticing was through the fire escape, as he didn't want Bernie to notice. He walks over to the porn exhibit they were supposed to attack, and tells the artist that he has to make sure everyone leaves by midnight, since something bad will happen. The artist believes Mike is threatening him, and they argue over the morality of art and the stimulation of senses. Mike believes disgust should not be a form of art, whereas the artist believes Mike is trying to control what should be seen as art. Mike, finally, storms off in anger, telling the artist he can burn.
Back at Mike's apartment, Cap's taken out three of the Hounds. He proceeds to beat on two more, and the last one runs for the door. He crashes into Bernie, who was walking down the hall to see what the commotion was, and uses her as a hostage. Cap notices that he has Bernie hostage, and asks how they can me champions of morality when they use people as hostages. They force Cap to stand on his shield and they place a bomb which could set off at any moment. The group leaves with Bernie while Cap tries to get rid of the bomb. He can't throw it or do anything with it, so he snips a wire and hopes for the best. Fortunately, he snips the right cable, and as he races out, the Watchdogs had left.
A half hour later, Mike returns home to find police cars everywhere. He thinks to himself that Bernie must've called the police, and he can't believe he trusted her. He decides to leave before he gets caught.
At the Paladin's house, Diamondback, Black Mamba, and the Asp watch the news report of the captured Serpent Society members. Diamondback wonders what the girls should do now, if they should split up and go their separate ways, or put something together. Black Mamba doesn't know if they have enough money to start something together, and Asp worries about the other Serpent Society members who hadn't been captured -- Anaconda, Rock Python, and Puff Adder. Diamondback agrees with Asp, that they have to take care of those three before they are able to break the others out of prison. They decide to band together, and Diamondback suggests the name "B.A.D. Girls, Inc."
The B.A.D. Girls get new costumes and go to Diamondback's apartment to set up a trap with equipment Diamondback got from the Tinkerer. Black Mamba wonders if Anaconda and the others will suspect a trap, but Diamondback underestimates them. As they each go do their thing, a Serpent Saucer crashes into the building. Diamondback calls for Black Mamba and tells her to run to the bedroom for the fire escape, but when she opens the door, Anaconda is standing there with her arms crossed. Diamondback slams the door and turns the corner to find Rock Python choking a bound up Asp.
Diamondback searches for Black Mamba and finds her buried under pieces of the building. She realizes that although they tried to set up a trap for the Serpents, she ended up trapping herself instead.