Captain America (Steve Rogers) finds himself trapped in an alternate world where the Nazis have conquered the United States, and he is being pursued through the streets of New York by Wehrmacht troops. He is in the Red Skull’s mind….
Meanwhile on the villains’ aircraft returning to Washington, the captive Sharon Carter tries to reach Steve in the deep recesses of his stolen brain. The Red Skull, dominating Cap’s body, scoffs at her idea and outlines his plan to "return" as the real Captain America and defeat the Avengers who are even now tracking them and turning them over to Norman Osborn. The Vision enters to free Sharon but is frozen at a sub-particulate level by Sin wielding one of Arnim Zola’s new weapons. Losing the android hero’s signal, the other Avengers fire upon the enemy ship, sending it crashing into the reflecting pool in front of the Lincoln Memorial. The Avengers take on the ground troops, not realizing it is a trap. Inside Cap’s brain, the real Cap manages to escape from the mental cage he was locked in and finds the Red Skull’s consciousness and the two battle as the Skull, in the outside world calls out his shock troops: the Super-MODOK Squadron, led by Crossbones. As the Avengers battle these mindless MODOK clones, Bucky Cap challenges Skull Cap on the Memorial steps, punching out Sin to get to him. As Steve fights for dominance inside his own head Skull Cap seizes the shield from Bucky, who finds himself pulling his punches against the image of his old pal. Bucky draws a gun on his foe but is unable to bring himself to fire, allowing his foe/friend to slice off his cyborg hand with the shield then raise the weapon for the kill….