Captain America resists joining the Kill-Derby contest until knocked unconscious by gas. One Kill-Derby gladiator takes Cap's shield while two others throw him in the brig with Falcon. As the contest begins, Cheer Chadwick demands that Cap and Falcon compete. At the cell, Tinkerbelle tells Cap that he'll have to light to regain his shield. The two heroes agree to participate. In the Badlands, the Hound-dog hovercraft reports a "bogie." Cap and Falcon join the Kill-Derby on motorized skateboards. Amid the ensuing mayhem of flame thrower and missile attacks. Falcon takes to the air but is felled by a net shot from a cable-snare rifle. Cap frees him then fights his way through the gladiators until caught in the "Stand-in's" explosion. Outside. General Fist and his men find the wrecked Hound-dog. The pilot is missing. On the Kill-Derby track, Cap recovers and, with Falcon's help, arrives at the man who stole his shield. When the man refuses to give it up, Cap prepares to attack.