In a neighborhood diner, Captain America tells Bernie Rosenthal that the Steve she spent the night with (driving around in a car as made clear last issue) is an impostor, the mutant Primus. Primus in return tells her that Cap is really the Chameleon in disguise and the battle is on. His chilling laugh clues Bernie in on which one is the impostor so Primus drops the disguise and takes off with Bernie. Cap pursues but the monster transforms into a spacecraft and flies away at top speed….
Cap contacts Iron Man who rigs up a device to track Primus’ whereabouts. Nick Fury calls in and Cap berates him over the near massacre of mutates last issue. Fury has some bad news though—Michael Bech has died from his injuries. A bitter Cap brushes off Iron Man and leaves….
Interlude: The wife of a wealthy New York businessman looks in on her husband to find out why he did not come down to breakfast. She discovers him dead, crows picking at his body….
At a deserted summer camp in Lakewood, New Jersey, Primus is holding Bernie prisoner. The android tries to justify his actions by claiming that he was going to join Baron Zemo in creating a new perfect world of mutates and men and to prove his worth to Zemo he would help kill Captain America. Primus now wants Bernie to be his friend—and he can even be Steve Rogers if she wants it. Cap arrives at this point and punches out his enemy. They battle outside with the much stronger Primus gaining the upper hand as Cap tries to convince him Zemo was only using him. Bernie leaps on Primus’ back to slow him down and he finally gets the idea that he isn’t the good guy in this scenario; Primus transforms into a rocket and flies off to rethink matters….
At Michael’s funeral, Steve blames himself for what happened but Arnie Roth tells him "It’s not all about you," that Cap does what he can for justice and he is not responsible for everything that happens. The two men part friends….
Prologue to next issue: A young woman is found dead, trussed up on a lamppost in Central Park and being pecked at by crows. A lurker in the bushes announces that the Scarecrow is back….