The sinister Adonis who we have seen manipulating the Commission on Superhuman Activities stands in a gym. Facing him are five sparring partners dressed as Captain America. In a flash, the heroes attack the man, who responds with lightning-quick reflexes and in a matter of minutes has killed all five men. He arranges with an aide to provide better opponents for his next workout and repairs to his palatial office overlooking the Capitol in Washington D.C. There he muses on the American Dream, which has inspired him to dedicate himself to enslaving the entire population of the United States. He checks in with Douglas Rockwell, his lackey on the Commission who reports that Steve Rogers was sighted in New York the day before….
Steve is indeed in the Big Apple, pondering recent events and trying to decide on a course of action. Suddenly a truck goes out of control on a busy street; quickly donning his Captain outfit, he leaps into action, carrying some boys to safety then catching a baby thrown from its stroller, to the amazement of the crowds….
At the hospital in Fort Meade, Captain America John Walker is recovering from the injuries sustained in the Arctic (issues #348-349) when he has a visit from an angry Rockwell, shaming his for his failure and demanding to know where is the shield. After he leaves, Battle Star tries to comfort his partner, but Walker feels betrayed that Lemar called for help and they had to bring back Steve Rogers. A worried Lemar leaves, and Walker receives a phone call telling him to come to a midnight meeting to find his shield. Walker suits up as Captain America and stealthily leaves the hospital….
A late-night session of the Commission on Superhuman Activities discusses the future of John Walker. The legal problems stemming from his violent actions against the Watchdogs (issue #345) and Left- and Right-Winger (issue #347) are not a serious as first thought. His handler Adrian Sammish points out that Walker is a "loaded bomb" and should be quietly cut loose before he does something even worse. Commission Head Douglas Rockwell seizes on the passing mention of Steve Rogers to launch a bitter tirade against the former Captain America, startling and confusing the other Commissioners. Later, The Captain (Steve Rogers) steals into the building and walks into Rockwell’s office, finding him in communication with his secret boss. Rockwell hastily signs off and Cap confronts him, demanding answers; Rockwell refuses but then the phone rings. He picks it up and dust is sprayed into his face from a hidden compartment, deforming it into the image of a red skull, the trademark of Captain America’s arch-enemy. Cap traces the call to find the villain’s location….
Captain America John Walker arrives at the downtown office building for the mysterious meeting. He is ushered into a boardroom where he is met by the arrogant businessman. At a signal several costumed figures enter, a representative each of ULTIMATUM, the Resistants, the Sweat Shop, Scourge of the Underworld, and the Watchdogs. The villain reveals that he is the secret leader behind all of these criminal organizations, and informs Walker that he is Steve Rogers, the original Captain America. He then orders his minions to attack the stunned hero and walks out with a laugh. The battle commences instantly and Cap springs into action battling his foes with almost sadistic glee….
The Captain arrives at the same building and a voice over a loudspeaker guides him to an office where he confronts the mastermind over a view screen. The villain claims that he is the Red Skull, even though Steve saw him die in issue #300, and explains that he has adopted a new face for a new era. He then reveals that Steve’s replacement is John Walker, the former Super-Patriot, and shows how he engineered a series of disasters in order to tarnish the name of Captain America. Steve walks out on the boasting baddie and begins to search the building for him. He enters the boardroom where the new Captain America stands among the bodies of slain foes; looking up, Walker sees The Captain—whom he believes to be his worst enemy….
Back at Commission headquarters, Rockwell’s gruesome corpse is discovered and the police called. Valerie Cooper takes charge and determines to uncover Rockwell’s secrets….
Walker attacks Steve, who recognizes that his opponent is indeed the former Super-Patriot. Steve relies on his agility to avoid his enraged super-strong opponent. But Walker is also quite agile and Steve has a hard time of it (though he has the time to ponder how his submission to the Commission was because he felt the need to test himself as Captain America). He finally gets in a lucky blow that knocks Walker out. The Red Skull then enters, applauding Steve’s performance, and the two stand face-to-face as the villain boasts of his plans to destroy the country in the guise of a handsome American businessman…and Steve grows suspicious. Walker comes to and hurls his shield, hitting the villain in the back of the legs—just as he was about to spray his Dust of Death from his cigarette holder. Instead, he takes a dose of his own weapon in the face and is burned into a Red Skull. He flees and the heroes pursue but they can’t find him….
Later, they address the Commission (now headed by Val Cooper) and explain the sinister plot behind the replacement of Captain America. Cooper asks John Walker to step aside as Cap and offers the role to Steve Rogers once more. To their (and our) surprise, Steve declines, having learned that he can uphold the nation’s ideals without the uniform. As he is leaving, Walker follows him into the hall and tells him that no one can fill the uniform like he can, and that only Steve’s adopting the role once more will prevent another failure. Once he learns that Walker is speaking from the heart, Steve readily accepts the mantle of Captain America once more!