Sharon Carter and the other SHIELD agents try in vain to stop the Nightmare-controlled Captain America. He makes his way to the hanger where he steals an aircraft and leaves, followed closely by Sharon.
In his realm, Nightmare explains his master plan to Captain America. He explains that Cap himself gave him the idea. During his recent "American Dream" speech [Issue #7] he latched on to an idea to target those who had achieved the American Dream and twist their success in their sleeping minds until they remained asleep, giving him complete control over each of his victims. Each success provided more psychic energy to trap more people in the same shared nightmare. Soon all of America will be completely under the control of Nightmare. All dreams will become nightmares when Cap himself causes nuclear winter.
The Nightmare-controlled Cap flies the aircraft toward Fort Carstairs, home to a large nuclear arsenal. Sharon is aware of this and tries to cripple the aircraft, but is outmaneuvered by her target. Both aircraft are severely damaged and their respective pilots are forced to eject. Cap reaches ground first and heads toward Fort Carstairs with Sharon one mile behind him.
Sharon eventually catches up to him and tries to talk Cap out of his plan. When this fails, she wounds him twice with a laser weapon, but is unable to take the final measure and kill him. Since she is unable to kill him, she proves that she does believe in him and subsequently the American Dream. She quickly finds herself in Nightmare's realm along with the consciousness of Captain America.
Nightmare welcomes her and explains that with both of them under his control, his plan to put everyone into a perpetual slumber will soon be realized.