Appearing in 1st story
- Captain America (Steve Rogers/Brent Hendrick)
- Iron Man (Tony Stark)
- Spider-Man (Peter Parker)
- Mister Fantastic (Reed Richards)
- Iron Man's S.H.I.E.L.D. Registered Heroes
- Yellowjacket (Criti Noll) (Impersonates Dr. Hank Pym)
- Wasp (Janet Van Dyne)
- Fantastic Four
- She-Hulk (Jen Walters) (Cameo)
- Ms. Marvel (Carol Danvers) (Cameo)
- Radioactive Man (Chen Lu) (Cameo)
- Atlas (Erik Josten) (Cameo)
- Mach IV (Abe Jenkins) (Cameo)
- Wonder Man (Simon Williams) (Cameo)
- Doc Samson (Leonard Samson) (Cameo)
- Tigra (Greer Grant) (Cameo)
- Codename Lightning (Thor clone) (First appearance)
- Cap's Secret Avengers
- Hercules (Heracles/Victor Telger)
- Daredevil (Danny Rand/Cooper Peyton)
- Goliath (Bill Foster/Rockwell Dodsworth)
- Cable (Nathan Summers)
- Luke Cage
- Dagger (Tandy Bowen)
- Cloak (Tyrone Johnson)
- Falcon (Sam Wilson)
- Young Avengers
- Sinister Six (Photo)
- Happy Hogan
- Black Panther (T'Challa)
- Human Torch (Johnny Storm)
- Nick Fury (Mentioned)
- Sentinel Squad O*N*E
- Darlene (Nurse) (First appearance)
Races and Species:
- Deviant Skrulls
- Human-Kree Hybrids (Cameo)
- Human-Olympian Hybrids
- Skrull-Kree Hybrids
- Human-Reptile Hybrids
- Synthezoids (Cameo)
- United States of America
- Genosha (Illusion)
- Hammer Bay (Illusion)
- S.H.I.E.L.D. Electron-Scrambler
- Mjolnir Replica (First appearance)
- Falcon's Wings
- Captain America's Shield
- Captain America's Uniform
- Shocker's Vibro-Shock Gauntlets (Photo)
- Doctor Octopus' Tentacles (Photo)
- Extremis Armor
- Iron Spider Armor
- Sentinel Squad Armor
- Patriot's Uniform
- Patriot's Shield
- Pym Particles
- Hawkeye's Bow
- Trick Arrows
Synopsis for 1st story
Spider-Man has just taken off his mask at his press conference. In Wakanda, Mr. Fantastic asks Black Panther to join Tony Stark's team, though he declines. Dr. Strange declines the same offer as well.
Tony meets with Emma Frost, and mentions how they used to have a booty call deal whenever they were not dating anyone. Emma turns down Tony's offer to join his team, saying that the X-Men would remain neutral and would not join Captain America's side. As Tony leaves the Xavier Institute, Bishop asks to talk to him.
Captain America, Daredevil, Hercules and Goliath all meet at a diner using their new civilian identities when they get a call from their base that a petrochemical plant is on fire and three to four hundred people are trapped. At the New York Presbyterian Hospital, Johnny Storm wanders to the main desk and asks if anyone has seen where his sister went.
At the petrochemical plant, Captain America's team arrives. The team includes: Cloak, Dagger, Cable, Daredevil, Hercules, Goliath, Wiccan, Hulkling, Patriot, the Falcon and Luke Cage. Cable recognizes the sign for the plant as a division of Stark Industries. He yells out that it is a trap just as Iron Man's team arrives and tranquilizes Cloak and Wiccan so Cap's team can not teleport away. Included in Tony's team are She-Hulk, Mr. Fantastic, Invisible Woman, Thing, Wonder Man, Ms. Marvel, Atlas, Yellowjacket, Wasp, Spider-Man, Doc Samson and a few others. Maria Hill monitors the situation, and tells her S.H.I.E.L.D. agents to hold their fire since they are in a support capacity.
Tony tells Cap that he offers him one more chance for full amnesty if he joins the Registration Act. Captain America tells Tony that he has five minutes to convince him. The two men shake hands, and Tony notices a device that Captain America has planted on his glove. It turns out to be a S.H.I.E.L.D. electron-scrambler made specifically to disrupt the Iron Man armor. The battle begins.
During the fight, Iron Man is able to get his armor back online and beat down on Cap hard. Hercules snaps and beats a bunch of heroes to get to Cap. He poses such a threat that Maria Hill orders "Codename Lightning" to be deployed.
A massive bolt of lightning blasts down from the skies and nails Cap's team. Thor has returned.
- Regular cover by McNiven.
- Variant cover by Turner.