The Red Guardian taunts Hawkeye, while Brushov and Ling discuss how the Psychotron will allow the world to be conquered by their nations, once it is perfected. However, Black Widow’s resistance to it worries them; she tells them that was because she is not a traitor to Russia as they believe, and General Brushov has the Widow tested with a lie-detector, which she passes with the help of a post-hypnotic suggestion provided by Nick Fury. Meanwhile, the other Avengers follow Hawkeye’s Aero-car’s homing signal and attack the base. During the battle, Captain America is unexpectedly transported deep inside the complex, finding himself before Colonel Ling and General Brushov. The Red Guardian finally gets to battle the American hero, but when the Guardian appears to falter, Colonel Ling knocks the Captain unconscious with an electrical blast, angering the Guardian’s pride. While they are distracted, the Black Widow destroys the Pyschotron, and Colonel Ling fires on her, but the Guardian jumps in front, taking the bullet. Ling fires again, hitting her, but an escaped Hawkeye catches her, just as Hercules smashes free of the Psychotron. A stray shot has started a raging fire, and Hawkeye and Hercules carry Cap and the Widow to safety; Ling tries to shoot Cap as they depart, but the dying Red Guardian deflects his shot, striking gas pipes and starting a chain reaction that awakens a dormant volcano beneath the base moments after the Avengers escape. Later, at a hospital recovery room, the Widow confesses her history with the Red Guardian, whom Captain America notes died with valor in her defense.
Alexi pilots an experimental aircraft; Natasha is later told her husband is dead.
Letters page includes a LOC from future comics writer/editor Don Markstein, later creator of the Toonopedia website.