Former Bucky Fred Davis recalls the night Captain America William Naslund was killed by an android. As he despaired over his helplessness, the Human Torch offered what comfort he could. In the face of the reality of death and the realization of his own mortality, Fred lashed out at the Torch, pointing out he was only a cold, emotionless robot like the monster that killed Bill. Torch understood his grief…but kept his distance from him….
Now the elderly Fred is attacked at his rest home by a nurse bearing a syringe. He stumbles backward, causing the nurse to fall over him and stab herself in the neck with the needle. Fred then discovers that "she" is an android designed to pass for human. He quickly gathers up his evidence and rushes out….
At Fort Stone, General Matheson receives the signal that the nurse-android has been terminated. He brushes off an aide reporting that there is activity at a dormant warehouse. Activity he is fully aware of….
…as Captain America battles android duplicates of himself, offended that they would dress in the same colors men have given their lives to wear….
At the secret facility in Hoboken, as the Torch burns out of control trying to fight the attempt to rewrite his programming, the newborn Adam III takes time to adjust to his new body—the one that housed the fake Will Naslund. As the Torch attempts to destroy his enemy, Adam III reveals that his every cell operates independently and he can do everything the Torch can do and more, as programmed by their "father" Professor Horton. Adam seizes Torch by the neck and overwrites his program directly….
Outside, Fred Davis arrives to find the place ablaze and at a loss for what to do….
As Cap fights off his enemies, a flaming figure descends from the ceiling. Cap assumes it is the Human Torch until the newcomer reveals itself to be Adam III. As Cap tries to battle this new foe, Adam responds with flame, electricity, and gas while explaining the grand scheme (as villains are wont to do). It seems that General Matheson is himself an android, placed within the American military many decades ago to oversee the technological development which would someday resurrect its master. And Will Naslund was also an android designed to be the perfect body for Adam. Adam III then crushes Cap in his powerful arms and slowly changes his form to become…Captain America….