Steve Rogers, the nation’s top law enforcement official, briefly reviews his life as Captain America, fighting in World War 2 alongside his partner Bucky Barnes. Elsewhere, Power Brokers Inc, has again recruited Dr. Malus in a scheme to create a new Captain America. Their subject goes through rigorous training and is pronounced ready for a public debut by the man in charge. Later, Steve and Sharon Carter observe secretly from a rooftop as the new Cap foils a bank heist, taking down the crooks while protecting the innocent. Sharon reads off the report she received from Nick Fury, identifying the man as ex-Special Forces soldier David Rickford, decorated war hero. New Cap tells the media that he has risen to replace Steve Rogers, who walked away from the job, because the world needs a Captain America now more than ever. Steve decides to let him be while he tracks the source of his power upgrade….
Steve admits that Rickford is right, the world does need a Captain America, but the job is much harder than it looks, as he reflects on William Naslund and Roscoe Simons, who died in the uniform….
When new Cap returns to the lab for his next treatment he is overpowered by A.I.M. agents who are going to use him in a scheme to create a new MODOK. Steve, who has been observing, leaps over rooftops and lands on the roof of the A.I.M. ship. He bursts in and battles the yellow-clad terrorists, flinging the shield at one point. Steve then frees Rickford and together they send the ship crashing into the Hudson, leaping to safety at the last minute. On shore, Steve tells Rickford to quit wearing the Captain America uniform as he is not qualified. Rickford refuses, saying the Steve has forfeited his right to tell him what to do by giving up the role himself. Steve reveals that if anything happens to Rickford he will feel guilty, so asks him nicely not to continue. The other man agrees but points out that someone will have to wear the colors eventually….
Nick Fury returns to his apartment to find Sharon waiting for him. She has figured out that Fury was the one behind the creation of the new Captain America—and his capture by A.I.M. Fury’s masquerade served a dual purpose: it got rid of an A.I.M. cell and made it clear to Steve that someone has to be Captain America. Fury is going to wait until Steve realizes he is the only man for the job—and Sharon wants this too, that’s why she is not going to tell on him….