Cover Date: August 2014; Publication Date: June 2014
Writers: Ben Acker & Ben Blacker; Artist: Carlo Barberi; Inker: Carlos Cuevos; Letterer: VC's Joe Sabino; Colorist: Isreal Silva; Editor: Jordan D. White; Editor-In-Chief: Axel Alonso; Cover Artist: David Yardin
While the Avengers fight a giant monster in the middle of Manhattan, a group of mercenaries specially armed with weapons designed to kill the heroes are preparing to attack from a nearby rooftop. The soldiers are stopped and killed by the Thunderbolts, their bodies incinerated by Ghost Rider to remove all evidence of their presence. The Punisher and Deadpool note that they have perhaps been seen by Hawkeye, but Castle dismisses it as impossible from that distance. The Red Leader has traced the signal from the soldiers communicators back to their source, and while en route Elektra notes that all of the guns are specially designed to kill their target except for the one meant for Captain America, which is loaded with tranquilizers.
They trace the signal to a high school, where inside they find all of the students not only dead but petrified in place. Overwhelmed with the deaths of so many innocent children, Ghost Rider nearly erupts into a tantrum before transforming back to Blaze. In the school's auditorium, the dead students come alive as zombies and attack the team, biting and infecting them until only Deadpool and Ghost Rider remain. This, however, is merely a horrific dream sequence brought on by a type of gas released by an old foe of Captain America, Doctor Faustus. Deadpool, however, was unaffected by the gas and kills Faustus' men, taking the villain hostage. While each of the other Thunderbolts see their own personal terror (the Punisher turned into a zombie, Red Hulk having killed his teammates, Elektra learning she is a Skrull, and Blaze being given the Penance Stare by Ghost Rider), Deadpool wakes them up by spraying them with a water hose. Castle wants to kill Faustus, but is stopped by Ross, who says he will make Faustus work for them to help as many people as he's killed. Punisher refuses to go along with this and quits the team. Castle returns to his personal safehouse in a rage, hoping that he's not still feeling the effects of Faustus' gas, and finds a bomb in his refrigerator that reads "you don't quit us, you're fired". Then the building explodes.

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