When he was a small boy in 1926, Steve often witnessed his mother being brutally hit by his alcoholic father. No matter how hard he hit her, she would always stand back up. When Steve asked his mother why didn't she just stay down, his mother replied that getting back up was always the right thing to do.

In the present, Captain America stands on top of a plane about to crash down in Manhattan. He has stabbed his shield into the plane's fuselage to avoid falling off. The plane is piloted by the Green Skull, an eco-terrorist who believes that the only way to save Earth from pollution is to destroy mankind. The plane is rigged with missiles containing Omega Fertilizer, a chemical that can cause plans to grow on people. Cap enters the cockpit and dispatches the Green Skull and his henchmen. He then aims the plane away from the population center, grabs the Green Skull and jumps off the plane with a parachute. He lands near a police officer, telling him to call the Avengers. Moments later, the plane crashes down to a river.

Shortly afterwards, Cap meets up with Sharon in a lone alley. As Steve kisses her in the cheek, they change to their civillian clothes. It turns out that today, Steve is 90 years old. Walking to a subway station, Steve and Sharon enter to a secret elevator that leads to a subway car hidden within the station. According to Sharon, S.H.I.E.L.D. has been monitoring that car's activity, and that line has been abandoned for more than eighty years. Their mission is to investigate that line. However, as they arrive to the stop, the guard tells them that the car has room for only one person. Steve agrees to go and enters the car.

As he travels in the car, Steve thinks about Sharon's marriage proposal. While he thinks marriage might not be a bad thing, Steve believes that he has been dedidcated to his life as a soldier for too long. In that moment, the car dissappears into a flash of light, entering a mysterious realm. Steve is also injected with an anesthetic.

Waking up, Steve finds himself strapped into an operating table. In that moment, Arnim Zola appears before him, welcoming Steve to the Dimension Z. Alongside Steve is a baby inside a large glass tube. Zola injects Steve with a large syringe, intending to extract a sample of his blood. Steve frees himself from the table and recovers his uniform and shield. As Zola's mutates surround him, Cap jumps through a window and escapes.

Zola realizes that Captain America has taken the baby with him. The boy is Zola's son. As he talks with a young girl, his daughter, Zola reveals that he wanted to extract the Super-Soldier Serum for his children. Believing Captain America has killed his son, Zola summons his mutates, telling them to bring Captain America to him.

Captain America tries to escape Z Dimension on a jet, but the jet is shoot down by enemy forces. Escaping the wreckage, Captain America decides to protect Zola's son and find another way to escape.

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