Trapped in a room in Arnim Zola’s castle, Captain America and Donna Maria are attacked by a huge figure wearing a helmet that has no openings for eyes or mouth. The creature, which appears to be mindless, hurls Donna Maria at Cap, who catches her. Zola appears and takes control of the monster by having the organic room grow tentacles to subdue it. The madman pops a catch on the creature’s helmet to reveal…no head, just a brain. While Zola is exulting in his wicked work, Cap and Maria manage to overpower him and seize his controller to make an escape. Zola, unworried, simply attaches himself to a mental stimulator and seizes control of the entire building. The fleeing Cap and Maria find themselves under attack by the furniture, drapes, and the very stones of the castle. Meanwhile, the built-in traps are firing daggers and spears at them. Cap seizes Maria and tries to leap to safety but the floor opens up and swallows them….
Meanwhile, Sharon Carter is interviewing Cyrus Fenton, trying to determine if he is the secret financier behind the bizarre mutations SHIELD has encountered. When she carresses the face of the crotchety old man (flirt!), she realizes he is wearing a mask. Pulling off the mask she comes face-to-face with…the Red Skull! The villain admits he had killed the real Fenton some time ago and is backing Zola’s mad experiments. Sharon shocks him with her electro-pistol but the Skull has a trump card: Captain America is a prisoner of Arnim Zola. She demands to be taken to him….
Cap and Donna Maria are trapped in a basement in the castle in which a giant fanged mouth drives them back toward Zola’s lab. The mad biochemist invites them to watch his latest experiment—this one involving the headless man Cap fought earlier. The brain is that of Adolf Hitler and Zola’s benefactor has suggested that the face it wears should be that of Captain America….