Meanwhile, Nova foils a bank robbery and quickly heads over to the house of his friend, Roger "Caps" Cooper. After switching back to Rich Rider, he finds his other friend, Bernie Dillon, waiting for him. Both are worried that something terrible has happened to their capped friend. Down in the sewers, we find that Caps is indeed in danger! He has been kidnapped by a man claiming to be Roger's uncle. He also rants that it's Roger who had pushed him into a lake which caused his disfigurement. We then see that the stranger has NO FACE! Roger's uncle leaves Caps tied up in the sewer and tells his nephew that he will drown when the tide comes in.

In another part of the city, Nova villains, Condor and Diamondhead, have arrived at a hospital. They have come to claim the third member of their party, the man known as Powerhouse. Powerhouse is being kept inside a power absorbing machine called the Absorbaron. The hospital staff is no match for the super-villains and quickly make their way to Powerhouse.

However, someone has been able to notify the police. In turn, Nova picks up on the police dispatch via his helmet. Nova quickly rushes to the hospital and pursues the Condor. The winged man lures the hero close enough to spray him with a petrifying gas. Nova falls unconscious into the hands of Diamondhead. Back at the Condor's Roost, Powerhouse awakens to reluctantly join his two partners. In another part of the base, Nova is being analyzed by the Condor's computers. The computer displays important information about Nova. Included is the fact that Nova's costume has a computer link-up with a space vessel which orbits the Earth. This is the same ship that brought Rhomann Dey to Earth in #1.

The Condor is fascinated by this information and does not notice that Powerhouse is draining the energy from his computers. The Condor does notice that Nova is awakening. Realizing Powerhouse's betrayal, the Condor begins to fight his energy-draining partner. The Condor, Powerhouse and Diamondhead put aside their differences after Nova fully awakens. An intensely fierce battle begins between the three super-villains and Nova.

While the battle rages, the Sphinx struggles with his destiny and his place in the universe. Sayge reminds him that the reason he has walked the Earth for 5,000 years is that he must find the answer to one special question.

Back in the Condor's Roost, Nova has been holding his own. However, the three super-villains prove to be much for one man to handle. Powerhouse finally ends the fight by draining Nova's energy and leaves him unconscious. The Condor directs Powerhouse to hook Nova to a special machine. Powerhouse obliges but, like in the fight itself, does it reluctantly. The machine Nova is attached to begins to reprogam the hero and wipe out his memory. Powerhouse begins to have second thoughts but does nothing for now.

While this is going on, The Condor reveals that the papers Diamondhead stole in #3 were worthless and they now need Nova in order to destroy The Dreaded One. We also discover that The Dreaded One is no other than The Sphinx! With Nova's reprogramming complete, the Condor goes to help the Human Rocket off of the table. The winged villain finds himself sprawled on the floor as Nova proclaims that HE is now the leader of the villain gang! All the while, the Sphinx has been watching and now states that the game has begun.