Captain America heads to AIM's base to rescue Agent 13. When he arrives both the S.H.I.E.L.D agent and he are captured at the behest of Modok. Who is Modok, and how did he gain control over the entire organization?
Captain America and the Falcon train as they are hunted by the Exiles. As the Red Skull seeks to destroy Captain America's image in the eyes of Americans, the time nears for the Star Spangled Avenger and his new partner to take action.
The Red Skull summons Captain America and the Falcon to his castle for the final showdown where he plans to put both masked men into their graves. Elsewhere, destiny is weaving its web in favor of one of the combatants.
Steve Rogers responds to an ad in the paper, thanks to some subtle suggestion from Nick Fury, and takes a job as an athletic director. He arrives at a time of unrest on campus that may be a cover for more sinister aims.
MODOK submits one of his assassins to an experiment to make him part robot, which results in the creation of the Cyborg. Meanwhile, at S.H.I.E.L.D Sharon takes a desk job at the behest of Captain America in order to settle down with him. Can she keep her promise to stay out of danger, though?
After a mission against AIM goes awry, it becomes apparent that S.H.I.E.L.D has a traitor within its ranks. Captain America comes under immediate suspicion due to his uncharacteristic behavior and distance after his break-up with Sharon Carter.
Knowing that he may need leverage against his ally, Namor, Dr. Doom takes Cindy Jones hostage to ensure allegiance. Dr. Doom and Namor attack A.I.M, with possession of the Cosmic Cube hanging in the balance.
The combined forces of Dr. Doom and Namor begin to fail against the full might of Modok and A.I.M. As Namor succumbs to his enemies might, Dr. Doom must make a direct assault on the head of the organization.
Back in New York after his trip to California, Spidey seeks to find anything to distract him from his woes. When he spots a couple AIM thugs on the run he finds that distraction in the form of Captain America.
Just as Ka-Zar was able to recover S.H.I.E.L.D.'s new super soldier serum from the Plunderer, an agent of A.I.M. has perfected a serum of his own. Now as the superpowered Victorius he brings the fight to Bobbi and Ka-Zar.
Ka-Zar's struggle with Victorious is in full swing as this saga of super soldier serums reaches its fateful climax. Meanwhile, Bobbi does her best to recover the vial that Ka-Zar so carelessly tossed aside.
The mysteries surrounding Carol's alter-ego continue to unravel as she seeks the aid of a trusted confidant. Meanwhile, as powerful forces align against her, an obsessed villain scours for a way to bring down the neophyte heroine.