While battling the Foolkiller, Valkyrie and Hellcat are forced to stop when their opponent holds Dollar Bill hostage. However, when he forces everyone gathered to watch Dollar Bill's documentary about the Defenders as "proof" that the Defenders are fools, the heroes take the opportunity to attack, during the fight Ledge manages to sneak away and call the authorities and Nighthawk for help, but Foolkiller's laser manages to set the base ablaze.

Elsewhere, the Hulk mulls over whether he wants to have friends when he comes across a whale that has beached itself. Saving the creature, Hulk realizes that he too needs friends, and heads back over to the Defenders' base. Back at said base, Valkyrie defeats Foolkiller while the fire department and Clea try to save the Richmond Riding Academy from the blaze, however the effort is too little too late. Arriving on the scene, the furious Nighthawk tells the news media that the Defenders are finished. The Hulk soon arrives and scares everyone back until Val tells the Hulk that there are no more Defenders prompting the behemoth to leave.

With no real direction to go, Valkyrie and Hellcat agree to accompany Richard and Amber on their quest to find their friend James-Michael, while in Las Vegas city morgue "Gramps" identifies the body of Omega.