Fallen Son: The Death of Captain America # 3 2007 VF

Fallen Son: The Death of Captain America # 3 titled "Bargaining," was published in May 2007. It represents the third stage of grief in the series' thematic structure. 

The story focuses on Clint Barton (Hawkeye), who has recently returned from the dead, and his confrontation with Tony Stark over Steve Rogers' legacy. 

• The Offer: Tony Stark (Iron Man) meets Clint at the ruins of Avengers Mansion. To alleviate his own guilt and find a replacement for Steve Rogers, Stark offers Clint the shield and mantle of Captain America.
• Testing the Shield: On the S.H.I.E.L.D. Helicarrier, Clint proves he is one of the few individuals capable of handling the shield effectively.
• The Confrontation: Stark and a costumed Clint go on patrol and encounter the Young Avengers Kate Bishop (who has taken the Hawkeye name) and Patriot. When Stark attempts to arrest them for violating the Superhuman Registration Act, Kate disables Iron Man's armor with an EMP arrow.
• The Realization: Clint, still in the Captain America uniform, confronts Kate. She tells him that while she took the Hawkeye name to honor Clint, she would never disgrace Steve Rogers' memory by trying to be him.
• The Refusal: Moved by her words, Clint realizes that Stark is simply "bargaining" with his conscience. He returns the shield and costume to Tony, choosing not to become the new Captain America, and leaves Stark standing alone in the rain. 

• Writer: Jeph Loeb
• Artist: John Romita Jr.