The Midnight Sons escape Doctor Strange's destroyed mansion and are being attacked by the Lilin. Caretaker then finds a door and leads the Midnight Sons inside. Ghost Rider holds off the door until all the members get inside. Morbius is the only one left behind.
The Midnight Sons make to the NIghtclub of the Blood. Ghost Rider wants to take on the Mist and destroy Lilith yet Caretaker syas that none of them are ready to take on Zarathos. In the end after a fight between the Spirits of Vengeance and a Caretaker, Ghost Rider, Blaze, and Vengeance go out to kill Zarathos. Caretaker follows later on.
Meanwhile at Cypress Hill Cemetery, a confused Zarathos roams around. He meets up with Lilith to discuss the future. Morbius spies on them. At the enterance, Ghost Rider and Blaze easily knock out Pilgrim and Nakota at the cemetery gate. Midway they encounter Outcast and Blackout. As the two Lilin attack, Vengeance fires at the two and Blade shots two daggers into Outcast's chest. The other Midnigh Sons hold off the Lilin while Vengeance, Blaze and Ghost Rider seek Lilith and Vengeance.
Elsewhere, Zarathos has made love to Lilith and then feels Ghost Rider and the rest in the area. He goes out to fight them and get the Medallion of Power. He defeats Ghost Rider and Vengeance and Blaze, he nearly gets the Medallion until Morbius grabs it from out of the blue, and throws it to Ghost Rider. Caretaker helps the three use the Medallion of Power and use it to blast Zarathos who falls in pain. They then turn their medallion to the source of the mist. The Lilin are sucked back into the Shadow Side dimension. Doctor Strange then seals the area of the mist. All of a sudden a group of dark figures surround the wounded Zarathos. All of a sudden Zarathos rises back to his feet stronger then ever. Care taker tells Strange to get the Midnigh Sons back to the Night Club back to Seer to warn her that the Fallen are back and Fing the rest of THe Blood.