One week later, the Act is passed. Any person with superhuman powers who refuses to register is now a criminal.

Some heroes, such as Iron Man, see this as a natural evolution of the role of super humans in society, and a reasonable request. Others view the Act as an assault on their civil liberties. After being called upon to hunt down heroes in defiance of the Registration Act, Captain America goes underground and begins to form a resistance movement.

Spider-Man, who has allied himself with Iron Man and the pro-registration side, not only registers, but also unmasks as Peter Parker in front of the media.

ACT 1: While Peter Parker answers questions from the media assembled, Reed Richards visits the Black Panther in Wakanda to try and convince him to come to the United States to assist them in bringing runaway super heroes who disagree with the Registration Act. Black Panther politely refuses and suggests to Reed that he should call his wife.

ACT 2: Meanwhile in Greenwich Village, at the home of Doctor Stephen Strange, Yellowjacket and the Wasp try to meet with the witch doctor but Wong, his servant, informs them that his master has gone into seclusion in his artic lodge in the hope that he might resolve their differences by fasting for forty nights.

ACT 3: Tony Stark meets with Emma Frost of the X-Men on the grounds of the Xavier Estate, hoping to enlist the mutants on the pro-registration side. Emma explains that she has met with her fellow mutants to discuss helping him hunt down anti-registration rebels and they have come to the conclusion that doing so would be a violation of everything they believe in. Tony persists into trying to convince her but she brings up the fact that the American government did absolutely nothing to stop the genocide on Genosha and, as a result, the X-Men are reluctant to help the government. As Tony leaves, she gives her word that none of them will join forces with Captain America. Just as Tony gets ready to climb inside his limousine, he is approached by the mutant known as Bishop, who wishes to talk to him.

ACT 4: Meanwhile, at a local diner, Captain America, Hercules, Daredevil and Goliath meet to discuss their new secret identities provided to them by Nick Fury. Captain America is Brett Hendrick, a security supervisor at a shopping mall in Queens, Hercules is Victor Tegler, an I.T. consultant for a major international finance corporation, Daredevil is Cooper Peyton, an engineer from Long Island and Goliath is Rockwell Dodsworth, a community outreach worker. As they discuss their new identities, they receive a distress call about hundreds of people trapped inside a petrochemical plant that is ablaze. Heading into a back alley, they switch into their respective alter egos and are teleported to the site by Cloak and Dagger.

ACT 5: Meanwhile, at the New York Presbyterian Hospital, Johnny Storm, the Human Torch awakens from his coma and wanders the halls of the hospital, looking for his sister.

ACT 6: When Captain America and his fellow anti-registration companions arrive on the scene, there are no signs of victims. Cable starts to look around for clues as to their whereabouts, when he realizes that the distress call was a trap. Just then, tranquilizer darts are shot from up above, incapacitating Cloak and Wiccan, who are unable to maneuver out of harm's way. Iron Man, and his team of pro-registration heroes make their presence known, revealing that they were behind the fake distress call. Approximately five hundred S.H.I.E.L.D. agents, who were accompanying the pro-registration heroes, surround the site both on land and in the air. Aboard the S.H.I.E.L.D. helicarrier, Commander Maria Hill instructs her agents to hold their fire and to await further orders.

ACT 7: Iron Man tells Captain America that they did not come her to arrest him but to offer him amnesty. Cap refuses to surrender and tells Tony he'd rather take his chances. Spider-Man takes his turn and tries to convince him but Cap is not easily swayed. Tony tells Cap that he does not want to fight him and asks to be given the chance to explain his plans for his twenty-first century overhaul. With that said, Tony extends his hand out to his old friend. Cap shakes Tony’s hand and lets it go, only to reveal that he tricked Tony and has stuck an electron-scrambler to his gauntlet. As Tony's Iron Man armor starts to short out and Cap knocks him out with his shield, Goliath increases in size and backhands Radioactive Man and Wonder Man . Yellowjacket increases in size and confronts Goliath while Luke Cage takes on Mrs. Marvel, Stature faces Atlas, Hercules confronts Wonder Man, and Cable takes on Radioactive Man. While the battle rages on, Commander Maria Hill informs her choppers not to get involved because "codename lightning" is up next. Back on the battlefield, the Thing is pummeling on the Hulkling while Spider-Man battles Patriot. Captain America's shield comes soaring through the air on a collision course with Spider-Man. His spider-sense kicking in and warning him of danger, Spidey dodges the attack and grabs onto the shield using his electronic appendages. Then, he uses it to take out Daredevil and the Vision and disappears into thin air using his suit's stealth-mode capabilities. Seconds later, he reappears in front of Captain America and slams the shield right in his face. Nearby, Tony's Iron Man armor has rebooted and rerouted his primary power systems. Tony takes flight, grabs hold of Captain America and drives him through a nearby concrete wall. Beaten and bloody, Cap tries to retaliate but Tony reveals that his armor has recorded Cap's every punch he's ever thrown, therefore, it knows his next move before he does. Having said that, he punches Captain America with all his strength, ripping his mask to shred, blood spilling all over the place. Utterly infuriated and calling Tony a traitor, Hercules barrels through the pro-registration forces to help Captain America. Aboard the S.H.I.E.L.D. helicarrier, Commander Maria Hill instructs her agent to stay on standby because "codename lighting" has first pass at this. As a matter of fact, back on the battlefield, a lighting bolt fells the Herculean god. The battle momentarily halts, as the heroes (both pro and anti-registration) turn to see what or whom stopped Hercules dead in his track: Thor, the Norse God of Thunder.

To be continued in Civil War #4