Dollar Bill and Ledge are confronted by Foolkiller, who is looking for Professor Turk. He is disgusted by the professor's embrace of modern art.
Foolkiller explains his philosophy and how it differs from that of the original Foolkiller. Recently he saw a mugging, and was going to kill the mugger, but decided to follow him, and found that he owed money to a drug dealer. He followed the dealer to his own bigger dealer. Foolkiller decided to confront him, but the man knew how guilty he was and asked Foolkiller to kill him. Foolkiller enjoyed the artistry of the dramatic request, and spared him. He decided Lunatik was a better target for his own murdering of minor criminals.
Dollar Bill tells Foolkiller he should visit the Defenders, who are looking for new members and might be interested in his ideas. (Bill is really hoping the Defenders capture Foolkiller.)
At the Defenders' Riding Academy, Clea, Hellcat, and Valkyrie hang out. Kyle shows up with his lawyer and explains that his ongoing legal troubles are too distracting, and he's giving up on being a superhero. He says they can continue using the Academy. He leaves abruptly. The Hulk, who has been lurking outside, also decides he wants to be alone, and leaves as well.
Dr. Strange visits Namor in Atlantis. Namor is tired of heroes coming to ask for his help, but Strange says that his concern is related to an Atlantean legend of the Unnameable, who is prophesied to end the world. Namor starts to consider helping upon hearing the name of the Unnameable.
Dollar Bill, Ledge, and Foolkiller join up with their friends Amber and Richard Rory (who they know from Omega the Unknown) on the train ride out to the Riding Academy. However, the train happens to run into the Hulk, who was sitting on the tracks, contemplating.
The Hulk makes a mess, destroys the tracks, and jumps off. The group somehow manages to make it out to the Riding Academy anyway.
Dollar Bill introduces Foolkiller to the Defenders. Upon hearing that Val only uses the flat of her sword upon villains, which Foolkiller derides as foolish, Foolkiller flips out and drops his guise of wanting to join. He attacks.