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In this issue: The Serpent Society is founded. Consisting of Sidewinder, Black Mamba, Death Adder, Princess Python, Cotton Mouth and Bush Master the venomous team targets Captain America and his comrades! Where’s a snake charmer when you need one? Plus: An unexpected ally!

The Serpent Society is formed. Captain America tangles with Anaconda and Constrictor learns the importance of not crossing the society.


In the combat simulation room, Captain America spars with fellow Avengers Black Knight and Starfox. He tosses Black Knight aside, but Starfox grapples him. Cap merely throws Starfox off of him, scolding him for not taking the sessions more serious. Starfox and Black Knight whisper to each other some fighting moves, and Starfox decides to use his pleasurable mental powers on Cap. While he is stunned, both Black Knight and Starfox rush him. However, Captain America quickly grabs them both and smashes them into the padded floor. Starfox, astonished, asks how Cap got through his euphoric abilities. Cap remarks that he knew Starfox's powers and what they could do, plus he already finds the sparring matches exhilarating as it is. Black Knight thanks Cap for the sessions, as he doesn't wish to embarrass himself without his sword. Starfox, too, enjoys the matches, though it is not his "favorite form of exercise."

In the locker rooms, Captain America commends Black Knight on his prowess. Dane replies that he would be willing to tutor him in swordsmanship. Later, Steve, in civilian clothes, rushes to meet with Bernie and help her at the store. On the subway, Steve thinks to himself that he is thankful for the weekly training sessions, as they are the only forms of stability in his life right now. A pair of teenagers reading a Captain America comic startles Steve. He then has an epiphany... why doesn't HE draw comic books for a living?

After a few stops, Steve goes to the nearest news stand and picks up five comic books. As he is walking to Bernie's store, he gets excited over the idea of drawing stories based on his adventures. He makes it to Bernie's, where she, her ex-partner Annie Brennan, and Annie's friend Armand are all packing away the belongings. Steve excitedly tells Bernie of his plans to draw comic books, but she is less than thrilled. Outside, Annie tells Steve of her plans to open a new store in Vermont.

Meanwhile, Constrictor finds himself at a posh hotel. He is brought to a room by a servant, Wilburn, and is greeted by Sidewinder. He welcomes Constrictor to the buffet and asks that he be seated. Along the table sit Bushmaster, Cobra, Asp, Rattler, Anaconda, Black Mamba, Death Adder, Princess Python, Cottonmouth, and Diamondback. Sidewinder explains his idea to create a society for mercenaries, with perks including greater access to data and tools, guaranteed pay scale, insurance, medical and pension plans, comraderie, and the fact that members of the organization do not need to fear being imprisoned, as Sidewinder can simply teleport them to safety. Constrictor is not impressed with the group, exclaiming that he has worked with people much better than those around him, nor has he ever been caught. He storms out of the building, calling the other attendees chumps on his way out. Sidewinder asks the rest of the group if anyone else feels the same way as the Constrictor, but nobody does. Wilburn hands out several brochures to the membership candidates, which outlines the privileges and benefits.

Outside, Constrictor tries to convince himself he did the right thing by leaving. He is also upset that the "snake union" will cut into his mercenary work, so he calls the operator to get the Avengers' phone number. Back in the hotel, Sidewinder gives each of the mercenaries an initiation test to see if they can work well as a team. He divides the groups into teams of three. Outside, Constrictor watches as all of the criminals exit from the hotel. Anaconda, Rattler, and Cobra hop into a van and drive off, but Constrictor decides to follow them with his adamantium coils.

Back at his home, Steve is drawing up sample comic book pages. He feels the artists draw Captain America all wrong, so he calls the Marvel Comics offices to set up an appointment. He decides to diversify his work by drawing pages of Thor and Iron Man in action.

Elsewhere, the van pulls up to the Brand Corporation building. Constrictor flees from the van so he does not get caught. Inside the van, Anaconda tells the others about Brand and how it turned her into her "lovable scaly self not long before they went out of business." Because it is still daytime, Anaconda suggests they go get some fast food and come back in two hours. Constrictor notices this and decides to call the Avengers hotline.

Steve receives a call from Jarvis, telling him in code about an anonymous tip he received. He says he'd send Starfox or Black Knight, but they are doing something else. Steve decides to postpone the comic book drawing and gets into his costume. An hour later, Captain America drives to the Brand Corporation and notices the padlock was destroyed. He goes inside to look around and spots Anaconda, Cobra, and Rattler loading devices into their van. Captain America orders them to step forward with their hands in the air. Cobra fears Captain America and warns Anaconda, who does not seem impressed. She orders Cobra and Rattler to finish loading and take off down the road while she takes care of "flagface." Anaconda rushes Captain America, elongating her arms and smashing her fists into the wall behind him. Cap flings Anaconda in the air, noticing the other two serpents escaping. Cobra says they shouldn't leave, since Sidewinder is testing their cooperation, but Rattler tells him they are cooperating by doing as Ana says. Cap throws his shield at the pair, but Rattler stops it in the air with his vibrating tail. While Cap's attention is on his shield, Anaconda begins to wrap her arm around his leg. He jumps and manages to dodge her attacks. He then proceeds to punch her in her face, but she shrugs it off, saying she "almost felt that." Cap thinks to himself that he pulled his punch a bit because of her gender, but he won't do that again.

Anaconda knocks some boxes from behind Captain America onto him, and when he goes to dodge it, falls right into her arm. She wraps one arm, then two, around him and begins tightening her grip to the point where he can't breathe. He struggles, punching her as hard as he can with bone-shattering punches, but she laughs, squeezing him harder and harder. Finally, Cap manages to grab his shield and smash it into the side of her head, stunning her and knocking her unconscious. He catches his breath and feels for her pulse, which continues to beat strong.

Nearby, Cobra and Rattler await for Anaconda's arrival. They conclude that she was defeated by Captain America, and decide to leave as to see if Sidewinder can keep his promise. They return to Sidewinder and tell him of the events, and Sidewinder replies they did the right thing and that he plans on rescuing Anaconda.

In a nearby bar, Constrictor, out of costume, watches the news. He sees Anaconda being carted away by police officers and laments that two of them got away. A man appears behind Constrictor and says he has a job for him. They go outside and Constrictor puts his costume on. Outside stands Anaconda, who greets Constrictor and tells him she knows it was him who revealed their plans to the Avengers. "You got me wrong, fat lady!" Constrictor shouts, extending his adamantium coils and attempting to electrocute Ana. She elongates her arms and entangles them around the coils, grabbing them and whipping Constrictor against the wall. She then proceeds to smash both her fists into his skull. Over the next fifteen minutes, she beats him to near death. The man who offered him a job is revealed as Cobra, who is squeemish after seeing Constrictor's battered body on the ground. Anaconda tosses a quarter for him to call an ambulance for Constrictor, then goes inside the bar for a drink.

In Brooklyn Heights, Steve is showing off his drawings to Bernie, who likes them but wants Steve to take a break and sit next to her. Steve asks if she is still bummed about the shop, and she says it will be weird not waking up to go to work. He tries to cheer her up by telling her good will come of it, but she doesn't want to hear it.


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