Imprisoned by the Royalist Forces of America in their underground complex, Captain America and the Falcon break out and do battle with the guards, reaching their objective: the "Treatment Room." There, they see a captive being transformed into an ape-like creature, to serve in the labor force for the "new society." They meet Cheer Chadwick, spoiled daughter of one of the ruling elite, who prevents the guards from killing the two heroes. Treating them as guests, Cheer gives them a tour of this hidden "new America," where people are divided into rigid classes who serve the aristocratic rulers.
Outside, General Argyle Fist leads a search for the missing heroes using the Hound-Dog tracking craft….
Miles below, Cap and the Falcon witness a brainwashing session, wherein subjects are taught to hate freedom and kill and its followers. As Cap tries to persuade Cheer to lead him to the "Big Daddy" Madbomb, he and the Falcon are attacked by an enormous woman called Tinkerbelle, wearing high-tech armor. The heroes defend themselves but they are soon overcome by the woman’s battle prowess and weaponry and taken to the Arena. Cheer Chadwick contacts her father to report this latest development, but he assures her that the Madbomb has been installed in its designated place and is soon to be detonated....