Iron Man, on a crusade to shut down all unauthorized use of his armor designs, has targeted the Guardsmen, the high-tech warders at The Vault, the prison for super-villains. Steve Rogers, now The Captain, has learned of his plans and engages him in battle within the facility. Now the Armored Revenger has shut off the ventilation system. When the last Guardsman collapses from an exhausted air supply, the Captain goes to his aid, removing his helmet. Iron Man seizes the opportunity to send an electrical current through Cap, paralyzing him. As Tony renders the Guardsmen’s armor useless, his eyes meet Steve’s and they both know that their long friendship has been irreparably broken. Cap recovers quickly but by then his friend-turned-foe is long gone. Steve also takes the opportunity to flee and as he climbs down the steep cliff away from the prison, he is picked up by his partner the Falcon and lowered to safety. They return to Cap’s van to find a squabble going on between Nomad and D-Man, as the former is jealous of the latter’s attention to his girlfriend Vagabond. Cap calms them down and announces they are heading to LA to return the new shield to Tony Stark. On that confusing note we return to The Vault as the power shutdown has freed several dangerous convicts. Mr Hyde overpowers some guards and links up with Titania; the Armadillo wants to join them but she wants nothing to do with the slow and clumsy baddie. Elsewhere in the building Vibro uses his shock wave powers to tear a hole in the wall to free himself and the Griffin.
As they are driving away, Cap and company hear the explosion and decide to return to the prison to investigate, Leaving Vagabond to watch the van, Cap, Nomad, and D-Man mount motorcycles while Falcon takes to the air. The winged hero is the first to encounter enemies, as he spies Vibro emerging from the escape tunnel he created—and then Griffin swoops at him to do battle. Meanwhile, Titania and Hyde steal a truck and take off down the highway and Armadillo lumbers out and away past the guards. The baddies’ truck runs D-Man and Nomad off the narrow mountain road as Cap leaps onto the hood. Cap attacks Hyde through the windshield as Titania jumps for safety—almost off the cliff. D-Man stops to help her—and is flung into the distance by the superstrong villainess. Nomad, also perched precariously on the cliff side, spots Vibro below him and tries to knock him out with a disc; Vibro responds with a power jolt—and shakes himself off the cliff. Meanwhile, the airborne D-Man is rescued by Falcon, who carries him back to punch out the formidable Griffin. Back at the van, Armadillo approaches the unwitting Vagabond….
Hyde’s truck goes off the road and he and Cap leap to safety. There, Cap, remembering Hyde’s brutal beating of Jarvis (in AVENGERS #274), flies into a cold rage and mercilessly delivers punishing blow after blow to the huge brute and sends him over the edge of the cliff. Regretting his commitment to protect life, Cap rescues his foe. A scared D-Man hides from the fleeing Titania…but what of the Armadillo? Vagabond talked him into giving up!