The story begins where last issue left off. Captain America, Scarlet Witch, and Quicksilver are still trapped in Attuma's undersea dwelling and Hawkeye is trying to figure out the code to the visi-projector. A device created by Tony Stark to allow The Avengers to communicate with one another. Hawkeye has just finished using the Recall-inducer to help him remember the code when he gets the sense someone is watching him. Hawkeye springs a surprise attack on his would-be attacker which turns out to be the Beetle. Hawkeye never facing this foe before doesn't know who he is, but it's certain the Beetle wishes him harm, so they fight it out. Hawkeye eventually defeats the Beetle and uses the code on the visi-projector to find out the whereabouts to the rest of his fellow Avengers.
Meanwhile back inside Attuma's ship the rest of the Avengers are battling it out against Attuma himself, however they are at a distinct disadvantage. The chamber where the brawl is taking place as filled with water slowing their every action. While at surface level a huge storm is brewing threatening coastal cities all over the world which of course is Attumah's doing. Quicksilver attempts to flee out a porthole only for it to turn out to be an ejector-tube the pressure turns out to be too much and Quicksilver passes out, only for Hawkeye to fish him out on the surface in a newly borrowed aero-sub that he obtained from the Fantastic Four.
Quicksilver takes the controls and him and Hawkeye head for where he had last seen Attuma's ship. Upon getting to his destination however he realizes it's gone. Luckily or unluckily depending on how you look at it the two Avengers spot a scout ship who is beaming straight for them. After some fancy driving by Quicksilver who uses his super speed to make pin-point decisions he guides the ship safely to another scout ship. After a few more turns the two Avengers find themselves face-to-face with a giant octopus. Thankfully Quicksilver uses this to his advantage and guides past him as the two scout ships are attacked by the octopus. Once past they happen upon Attumah's ship. Quicksilver thinking only of the danger his sister may be in crashes directly into the ship. Their good fortune continues however because another glass wall comes down stopping the onrushing flood inside Attuma's ship.
While that's going on the now captured Captain America & Scarlet Witch stand at the mercy of Attuma and his men. Captain America however tricks Attuma into showing him the control room that's causing the disaster on the surface. The tour doesn't last long because Hawkeye and Quicksilver are causing a heap of trouble on the other side of the ship which calls Attuma's attention. During the commotion Captain America and the Scarlet Witch form a plan and pull it off freeing them of their shackles and captors. Bounce back to Hawkeye and Quicksilver who are now surrounded by an entire army. Quicksilver catching his breath and Hawkeye down to his last arrow preparing to go out swinging when the other two Avengers show up. They fight off the menacing forces as a team even so far as using an enemy tank against the enemy while Captain America makes a brief disappearance. Once he returns and the forces drove back the team hops in the borrowed aero-sub and flees the ship. Scarlet Witch and the other question if it was really a victory since they didn't stop the problems for the surface. Little do they know Attuma tries to use his machine on the group as they flee only to find out it's been sabotaged by Captain America, putting an end to both Attuma's ship and the storms on the surface.
The Avengers then head back to HQ and discover the Beetle is gone and an alarm is going off alerting them to a new big threat.