Recognizing a jeweler as Nazi war criminal Werner Von Krimm, Captain America attacks him, however Nick Fury arrives to stop the fight and lets Krimm go. When the Captain reacts in outrage, Fury explains that he planted a homing device on Von Krimm's ID card because SHIELD has bigger people to catch. Elsewhere, we find that the Red Skull is alive and well and at a secret base in the Florida Keys with a bunch of henchmen seeking to awaken a fourth Sleeper robot, of which Von Krimm has the key to activate. While waiting for Krimm's arrival, Red Skull explains that he survived his last brush with death (aboard a nuclear submarine set to self destruct) by getting out in a miniature escape sub that was built into the model. As Von Krimm flies to the secret island base, he is unaware that he is being followed by Captain America in a SHIELD craft. However security on the island detects Cap and shoots him down. Cap survives the crash and fights his way through the security, only to be pistol whipped from behind and captured. Taken to the Red Skull just as Von Krimm is giving him the special crystal to activate the fourth Sleeper, Cap witnesses the robot awakening: a giant robot that can fire blasts from its face and travel through solid matter, its mission is to walk beneath important US targets and destroy them from underneath. As the Sleeper fights off everything in its path and begins its swath of destruction across the US, Captain America attempts to get the crystal key from the Red Skull. Their fight takes them to a tunnel beneath the surface of the island base, and their fight causes a breach that fills the tunnel with sea water. With the creature destroying key strategic bases in the United States, the military finds itself unable to stop them, and when Agent 13 confronts Nick Fury about Cap's mission, Fury informs her that Cap has died, however Captain America has survived but is unconscious as he floats to the top of the ocean, crystal key in hand... This story is continued next issue.

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