Captain America tackles the shield-stealer who repels him with his electric mace. As the crowd yells "Kill!" the gladiator flings the shield at Cap who dodges. The shield boomerangs and strikes the gladiator who had armed it with a plastic bomb that explodes, killing him. Above ground, General Fist employs helicopters with flame throwers to ferret out the Royalist entrance and the mercenaries. In the arena, Cap rejects the prize, a pot of gold, turning the crowd against him. However, the army enters the installation, causing the crowd to panic. The mercenaries subject the soldiers to a high-frequency sound machine but Cap destroys it. The Army's strike force takes over the headquarters. However, Cheer, her father, and other Elite members escape. Cheer's lather assures her that the madbomb is "safely planted" and ready to go off on Bicentennial day.

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