Synopsis
Captain America and the Falcon, disguised as working men, are admitted to the Ultimate Lair of the Secret Empire, beneath the desert. Having passed the test of loyalty by stealing the electron-gyro, they are brought before the group’s Number One, who boasts of the Empire’s successes in discrediting Captain America and promoting the villainous Moonstone as the new breed of hero. Steve and Sam are shown to their quarters but Sam has a premonition: he orders them both into costume and has Cap open a service panel, and they escape into the building’s walls just as the room is filled with deadly lasers. It is revealed that Mr. Black, the factory boss who "believed" Cap last issue, is a secret member of the Empire and tipped off his comrades. Cap and the Falcon manage to elude the searching enemy until they run into an enormous guard robot. Falcon uses his new flight ability to dodge the monster and trick it into a position where Cap can decapitate it with his thrown shield. Falcon is drawn to open the door the robot was guarding and in come Professor X, Cyclops, and Marvel Girl. The Professor had been guiding the Falcon mentally to aid their escape. Xavier tracks the missing X-Men to a lab, where he finds them and some mutant villains wired to a giant disc which is siphoning off their mental energy. The Secret Empire troops arrive and attack the assembled heroes but their weapons are no match for the combined powers of the heroes. Number One orders Number 68 to bring the Atomic Annihilator. The agent fires the weapon apparently killing the X-Men, Falcon—and Captain America.