At the Watchdogs' headquarters, two soldiers bring Bernie Rosenthal to their boss. He doesn't understand why there is a prisoner, but they tell him their mission failed and Mike is still out there. The leader tells them to let Bernie go somewhere far away, but the soldiers wish to use Bernie as bait for Mike. They haul Bernie away to "the lodge."
Captain America, meanwhile, is training himself out of anger for letting Bernie get captured. He is annoyed that he has to wait around to get information on the Watchdogs group. John Jameson watches over Cap and envies his physique until Jarvis arrives and tells him Cap has a visitor. U.S.Agent appears and wants to know more about Cap's run-in with the Watchdogs. Cap however wishes to do his mission on his own. Cap thinks to himself about the Agent's struggle with the Watchdogs and how they killed his parents. The pair fight for a moment, but John turns the simulation off. U.S. Agent wants in on the action and tells Cap he owes him for saving him against the Red Skull lookalike. Cap refuses and orders U.S. Agent to leave.
Elsewhere, Mike Farrel is shacked away in a fleabag hotel. He blames Bernie for his misfortune. He shaves his mustache off so he will no longer be immediately noticable to those around him.
In Vermont, the soldiers drop Bernie Rosenthal in a cabin with a woman named Darla. Bernie is keeping as calm as possible, having learned from when she was captured by the Red Skull. She sits there waiting for Cap to save her. At the Avengers headquarters, John asks about U.S. Agent. Cap simply says he is a pain and that the West Coast Avengers dropped him. Fabian appears and informs Cap of all the people who have gone missing in the past, all considered immoral by most standards. They find the next target of the Watchdogs -- Enrique Parquer.
Meanwhile, Mike finds Stuart, one of the Watchdogs walking along. He tells him he's in trouble with the law, and Stuart tells him he'll help him out. He brings him back to his apartment and calls the Watchdogs. Mike catches him and attacks him, believing he called the cops on him. Stuart beats him with a liquor bottle and knocks him unconscious.
Steve, undercover, finds Enrique Parquer, the exhibition artist that Mike had warned earlier. Enrique tells him that everyone's threatening him lately, so Steve gives him a card and tells him to call him if anyone threatens him again. Steve returns to John, who has coffee with him. They realize Enrique won't cooperate so they stake out the exhibit. Two and a half hours later, Enrique is grabbed by two men and escorted away. Cap follows the kidnappers who bring Enrique to the ski loge.
Inside, some female soldiers introduce Enrique to the group of "naughties." Enrique realizes they're brainwashing people, so they electrocute him and torture him. Bernie is starting to feel worn from the constant companionship and the low-protein diet. Suddenly, the lights turn off. Cap pulled the switches, but is then attacked by a group of dogs. Cap maneuvers his way free of the dogs and makes his way inside. As he looks through the rooms, he finds Mike. He doesn't understand why Mike is there, but he goes to find Bernie instead.
Just then, U.S. Agent comes crashing through the window. Cap runs off to find Bernie while U.S. Agent makes a commotion. Mike, meanwhile, realizes he was wrong and that the Watchdogs are the ones who betrayed him. He goes to escape, as he doesn't want to get caught by Captain America and go to prison. U.S. Agent nearly kills one of the Watchdogs, but talks himself down from it. Cap finds the prisoners, and U.S. Agent joins him.
Ten minutes later, U.S. Agent tells Cap he should thank him. Cap asks how he found the place, and Agent says he followed him, though he did not tell him he placed a bug on him. Cap is glad that nobody was killed by U.S. Agent. Mike Farrel appears and tells Cap he wishes to be arrested, since even though he is not in costume, he is a member of the Watchdogs.
Diamondback's apartment has collapsed on top of Black Mamba. She rushes to help her friend but fears it may be too late. Anaconda suddenly wraps her arm around her and pulls her away. Diamondback begs her not to hurt her, since they used to be friends, but Anaconda comments that she knows Diamondback never liked her. She grabs Black Mamba from the rubble and gets on the Serpent Saucer.
Anaconda proceeds to taunt the girls, telling them they have something special in store for the "traitorettes." Rock Python gets sick of Diamondback and tosses a knock-out egg at her. However, they hit something and the egg hits Anaconda instead. Rock Python asks Puff Adder what they hit, and he doesn't know. Two robotic tentacles come out and grab the pair of men, throwing them off of the Serpent Saucer. MODAM reveals herself and tells Diamondback she is there to rescue her.