As SHIELD mops ups the HYDRA thugs, Fury, Dum Dum, Gabe & Agent G head upstairs to capture Imperial Hydra, using a "Bazooka Drill" to tear thru a solid steel door barring their path. In the Imperial Industries International boardroom, Arnold Brown hesitates over the destruct button, unable to kill his daughter along with everyone else. His bodyguards emerge from the passageway, and not believing he's their leader, shoot him dead! Fury & his men burst into the room, killing the assassins as they attempt to flee. Fury has Agent G demonstrate a pair of "Vacuum-sole" shoes, which allow one to walk up or down a sheer wall-- and in front of a dumbfounded Dum Dum, he allows her to escape. Fury gives them each a week off, saying he's "sicka lookin' at yer ugly pans". He then pilots the stolen HYDRA saucer thru a secret "escape tunnel" under the city. Elsewhere, SHIELD's new E.S.P. Division decide to demonstrate their "Brainwave Stimulator" by sending Fury a mental warning of a mock attack. Elsewhere we meet Mentallo, who can project thoughts into images. Formerly a member of SHIELD, he'd tried using his power to take over, but escaped when he was discovered. SHIELD is working to duplicate his power with machinery, and he fears he must destroy them before they can find a defense against him. He picks up mental images of a criminal known as The Fixer, who manages a seemingly-impossible jailbreak with equipment built from using common objects! Mentallo hatches a plan to join forces with The Fixer, and together, "rule mankind". Fury fears that Mentallo could destroy SHIELD single-handedly...

Plot details indexed by the Grand Comics Database (CC BY-SA).