This issue features two stories.
"The Prowling" - In the woods of Massachusetts, a man is stalked and killed by a werewolf. His body is found the next morning by Wolverine.
At Avengers Headquarters, Captain America works out with the still minimally responsive D-Man. He then talks with Black Widow, asking her to take over as Avengers chairman while he deals with D-Man and the disappearances of his ally Diamondback, and his pilot, John Jameson. Doing detective work, Cap learns of the Moongem that once transformed Jameson into the Man-Wolf, and traces its remnants to the lab of Dr. Curt Connors. There, he talks to Connors' colleague, who discovers the crumbled gem is missing.
Elsewhere, an armored man named Moonhunter is working on taming a group of werewolves in an oubliette when he is summoned by someone he calls "Dredmund".
After a visit to John's father, J. Jonah Jameson, that yields no clues, Captain America takes his sky-cycle to the Boston home of former Avenger Dr. Druid to seek his assistance. Using his affinity for the supernatural, Druid leads Cap to the spot in the woods where the werewolf victim was found. Without warning, a werewolf lunges at them and injures Dr. Druid. Cap, wondering if he might be dealing with a newly lycanthropic John Jameson, holds his own against the beast until it is garroted and snared by Moonhunter from his hover-cycle.
"The Pit and the Pitiful" - Crossbones holds Rachel Leighton (Diamondback) captive in an oubliette in upstate New York in an effort to bend her to her will. Her mind is in a fragile state since a near drowning, and memories of her relationship with Captain America begin to fade.
Elsewhere, Cutthroat sees marks of abuse (delivered by the Red Skull) on Mother Night's face, and expresses his concern with a kiss.