The nightmarish battle between the Avengers and the monsters of the Department of Occult Armaments continues at the latter’s headquarters. Suddenly the giant figure of the Serpent’s Destroyer (a/k/a the Final Sleeper), powered by the mind of Sin, crashes into the room, sweeping the heroes before it. Captain America encourages his troops to redouble their efforts against the weirdoes while Valkyrie takes on the Asgardian robot with her sword. But the fiend is armed with a whip, the lashes of which are the eight stolen hammers and she is knocked to the ground. Namor, Wolverine, Songbird, and Red Hulk come to her aid but the monster merely sends them flying with a thunderous blow to the ground. The sky opens and the Sleeper vanishes into the vortex in search of a place to wreak more havoc. While the Avengers fight the DOA they encourage the well-armed Val to pursue the giant marauder….
Elsewhere in the complex, Crossbones, who was shocked at the discovery of Sin’s endgame, gives Dr. Strange the arcane documents which contain the key to the defeat of the Destroyer. As he leaves, he also suggests Strange take vengeance against the traitor Daimon Hellstrom….
In Charleston, South Carolina (the nearest major city to the DOA base), the Serpent’s Destroyer is on a rampage, accompanied by a token force of DOA fiends plus Hellstrom. A small force of Avengers, led by Iron Man, hits them with everything they have but while they can hurt the minions, they can do nothing against the giant monster. Suddenly it exudes a hideous wave of fear, overwhelming all of those present, friend and foe alike. The Valkyrie arrives on Aragorn and speeds to the attack. But the fear wave terrifies her winged steed as well, and she is thrown directly into the clutches of her enemy. The Destroyer seizes her by the head and with a jerk of its hand, snaps her neck, then drops the lifeless Valkyrie to the ground….