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After the Dragon uses a Martian shrinking ray on the entire Vicious Circle, and after William Johnson visits his vengeful brother Edgar in jail, Octopus reveals to Powerhouse that he has put Cyberface's head inside Brainiape's glass "skull." The Dragon is then approaced by the U.S. Government to lead a new team of superhumans to replace Youngblood. Dragon then enlists most of Freak Force, Kid Avenger, Rock and his underground friends, and a mysterious blonde woman into the team - the Special Operations Strikeforce, or the S.O.S.

This issue features an alternate cover (below left) - the story inside remains the same.