This issue features two stories.
"City of Wolves" - In the woods of Massachusetts, Moonhunter hauls a werewolf up to his hover-cycle, while below Captain America watches and Dr. Druid tries to recover from the wounds inflicted by the she-wolf. After checking on Druid, who is mystically healing himself, Cap hops onto his Skycycle and pursues Moonhunter. The armored intruder outmaneuvers Captain America and disables the Skycycle as Cap leaps onto his quarry's hovercraft. Moonhunter fires two rounds from his pistol at Cap and the Avenger falls to the trees below. Watched by Wolverine, Moonhunter lands in the town of Starkesboro, hauling the captive werewolf into one of the buildings.
Captain America, recovered from his fall, removes the slugs lodged in the chain-mail of his suit, and goes to collect Dr. Druid to begin the trek to follow Moonhunter.
At Avengers Headquarters, Dr. Kincaid examines the minimally responsive D- Man, as Jarvis looks on.
In the town, Nightshade reports to her master Dredmund about the werewolf Moonhunter captured not being 'one of theirs', but one named Ferocia she had previously encountered. Dredmund surmises that other lupine beings are being drawn to Starkesboro by the Moongem. Their discussion is interrupted by an alarm signaling an intruder. Outside, Wolverine battles a pack of werewolves, until Moonhunter arrives and, with four shotgun blasts, renders the mutant unconscious.
Captain America and Dr. Druid finally arrive at Starkesboro only to find themselves immediately surrounded by lycanthropes.
"Taken to Task" - Rachel Leighton (Diamondback) dreams of her training as a super-criminal under the guidance of Taskmaster. There was a workout overseen by Blanche Sltznski, followed by combat training by Brock Rumlow, whom Rachel recognized as the killer of her brother. Rumlow, now known as Crossbones, holds her prisoner in an oubliette in upstate New York. She wakes up to his arrival, ready to continue her training.