Cap introduces Fury to an old friend, FBI man Jimmy Woo as Fury relates the events of November 10, 1965. The ESP Division became aware of a threat on Bedloe Island before they were killed by an explosion. Fury asked Cap for aid and the two met under the Statue of Liberty, where they found an army of invaders planning to use an "Id-Paralyzer" to turn everyone on the East Coast into mindless slaves. Cap races toward the Baxter Building for help, but the anti-grav belt he "borrowed" from the invaders cuts out in mid-air! Meanwhile, Fury, overcome by numbers, is tossed off the Statue's torch.; Strange is surrounded by a horde of evil mystics under the command of Baron Mordo! Mordo refuses to listen to reason and orders his minions to kill Strange, who grabs the ring-leader and drives out the evil magic from him. He forces Mordo to see a vision of the danger menacing Earth but Mordo's first instinct is to flee for his life! Strange explains that with his help the evil from the assembled mystics can be drained with a living form to contain it - Mordo. Strange succeeds but coursing with the power of the coven Mordo strikes down Strange and plans conquest on a monumental scale.