Confronted by the Foolkiller, who has come to take in the Lunatik, Dollar Bill and Ledge listen to Foolkiller's goals in life. Figuring that he can lure the Foolkiller to the Defenders in order to have them defeat the obviously mad Foolkiller, Dollar Bill suggests that the Foolkiller petition the Defenders for membership.

While at the Richmond Riding Academy, Kyle informs the rest of the Defenders that he must give up being Nighthawk until he sorts out his problems with the Justice Department. After Patsy stops some would be juvenile horse thieves, the Hulk leaves after deciding to be alone. Dr. Strange travels to Atlantis to seek the aid of the Sub-Mariner to stop the Unnamable.

As Dollar Bill, Ledge, Richard Rory, Amber Grant and Foolkiller take the train to the Defenders headquarters in Long Island, they are delayed when the Hulk goes on a rampage through the train station. When they finally arrive at the Defenders HQ, the Foolkiller reveals his true intention: Determining the Defenders to be fools, he intends to kill them all.