This issue features two stories.
"Dances with Werewolves" - Having been injected with the werewolf mutagenic formula by Nightshade, Captain America transforms into a werewolf. Maintaining a rudimentary part of Steve Rogers' mind, he avoids the hypnotic gaze of Dredmund, the master of the mutated lycanthropes of Starkesboro, Massachusetts. "Capwolf" escapes into the woods, and Dredmund orders the citizens to track him down.
In New York, as Bernie Rosenthal walks with the semi-catatonic Dennis Dunphy, a purse snatcher grabs her handbag, and she gives chase. She fails to get her purse back, and when she returns to where hse left Dennis, he's gone.
In Starkesboro, Dr. Druid confronts Dredmond and they engage in a mystic duel. In the woods nearby, Cap is frustrated by his inability to communicate with the other werewolves. Abruptly, the mesmerized Wolverine leaps at "Capwolf". Barely avoiding the claws of his foe, Cap slashes Wolverine's face, then hurls him at the approaching lycanthropes. He manages to evade his pursuers, but then Moonhunter throws a silver cable around Cap's neck. "Capwolf" runs, dragging Moonhunter off his hovercycle and on the ground behind him.
The duel between Dr. Druid and Dredmund, finally ends when the latter distracts the Avenger and renders him unconscious.
Having returned to the town, "Capwolf" reaches and confronts Nightshade, who tries to control him with her pheromones.
"Cross Country" - Avengers Security Chief O'Brien catches Diamondback taking packets of Captain America's blood plasma and confronts her. She lies, saying she needs them to set a trap for Crossbones. Believing her, he lets her sign out for the packets. She rejoins Crossbones, and they take their stolen car across the country, stopping in the Rocky Mountains. They climb a mountainside toward the Red Skull's hidden headquarters, but near the top, they are confronted by Cutthroat, Blackwing and Jack O'Lantern.