After Patsy’s massive psychic explosion that knocked out a bunch of villains in the subway last issue, the police are annoyed at the chaos the Defenders (and the heroes who wanted to join the Defenders) have caused. The wanna-be Defenders finally walk off, and the villains are captured. Patsy remembers the letter she got from Millie the Model, and drives off to see her.
In Russia, the Red Guardian is a captive after the troubles caused by the Presence’s atomic explosion. However, the military has found the Presence, and want her to stop him. She finds him in a wasteland caused by a giant mutated radioactive amoeba. It has enveloped him, and after absorbing her own radioactive blasts, grabs her too.
Valkyrie and Nighthawk return to the Riding Academy, where Val feels bad over her berserker outburst against the villains last issue. The anger rises again, and Kyle dunks her in a water trough to snap her out of it. Surprisingly, she passes out.
Patsy shows up at Millie’s place in her Hellcat duds, and surprises Millie by revealing her identity. They hang out, with Millie extolling the joys of an international modeling career. She wants Patsy to be a model again. Patsy, however, is more nostalgic for the innocence she no longer has.
The Presence feels bad that Red Guardian could be hurt trying to help him. Realizing that the amoeba is radioactive and thus immune to their powers separately, they join together to see if they can overload it. They free themselves, and the Presence kisses her, but she does not return it. Once again, they join forces against the creature, and finally manage to destroy it. Seeing his willingness to sacrifice himself, Red Guardian finally gains respect for him and agrees to live with him in seclusion, where their radioactivity won’t harm others.
Ledge and Dollar Bill visit Professor Turk’s apartment, which is filled with Pop Art. Bill wants Turk’s help in mending bridges with the Defenders.
Val wakes up, and feels as if she is being summoned from afar. She starts hallucinating about fighting in her classic costume, and sees someone she knows and fears. Outside, Hellcat runs into Kyle, and they see a flash from inside. They find a note from Val saying she has left, and that they shouldn’t look for her.