Captain America comes to in the locker room at the Arena, where it has been decreed he must be placed on one of the competing teams in the Derby. When he struggles against the players, he is gassed and his shield confiscated. Thrown into a cell he finds the Falcon, recovering from a similar sequence of events. Realizing his shield has been taken, he refuses to allow it to become part of the degrading spectacle and determines to recover it. The teams get into place for the derby, a violent sport played by armored and weaponed players on electronic skateboards for the prize of a pot of gold, but when Cheer Chadwick notices that Captain America and the Falcon are not in the lineup, she halts the games. Their enormous guard Tinkerbelle tells the heroes that if they want Cap’s shield back they will have to play the game….
On the surface General Argyle Fist leads the search for the missing heroes in the desert. A call comes from the Hound-Dog tracking craft but when the soldiers arrive they find the craft wrecked and the pilot missing….
Cap and the Falcon join the Derby and are shocked that opposing teams employ missiles and flamethrowers to kill or maim their opponents. Falcon takes to the air to locate the player with Cap’s shield but he is netted and brought down. Cap crashes into the opposing ranks, bowling over the player but is halted by an explosive decoy. Recovering, he comes face-to-face with a deadly whirling blade but Falcon pulls him to safety in time. Finally confronting the player who has his shield, Cap makes an offer to resolve the matter peacefully but when it is rebuffed, he moves in for an attack….