As the Thunderbolts are torn between returning to their life of crime, or trying to keep to the straight and narrow, they're approached by some local teenagers. Some covert military force has taken over a nearby town, and the kids have nowhere else to turn. The Thunderbolts head off to the rescue, and as they're about to win the Masters of Evil intervene allowing the mysterious military force and the super-human Charcoal to escape. The Masters of Evil inform the Thunderbolts that they have to decide whether or not to accept the Crimson Cowls offer, but they can't act the hero in the meantime. Having had enough of this, the Thunderbolts resolve to push back.