Having become fed up of attempting to kill Captain America by proxy using the Cosmic Cube to manipulate others to do his bidding, the Red Skull changes back to his normal form and teleports himself to Berchtesgaden, a castle he owns in Germany. Deciding to combat Captain America up front, he transports Cap, Falcon and his bird Redwing from Exile Island to face him. When Captain America realizes what's going on, he tells the Red Skull to leave Falcon out of it, however the Skull wants revenge against him as well for his battle against the Exiles on Exile Island. When Redwing attempts to attack the Red Skull, he uses the Cosmic Cube to capture the bird in a cage.

When Falcon attempts to attack the Red Skull, the Skull uses the Cube to strike him down. Then, deciding that it is time to kill his hated foe, the Skull uses the Cube to change Captain America back to his normal form. When the Falcon sees the transformation he is shocked to learn that the man who trained him how to fight and help him become a hero is none other than Captain America himself. Captain America and the Falcon attempt to attack the Red Skull, however he uses the Cosmic Cube to deflect their attacks and then flood the room with water. In the deluge, Falcon suddenly dives under water while Cap struggles to stay afloat.
Meanwhile, at the headquarters of Advanced Idea Mechanics, MODOK is informed that the device to recapture the Cosmic Cube has been completed. MODOK muses over how he managed to cheat death after his last encounter with Captain America[1]. How he survived the explosion of the AIM submarine by creating a mental force-field around him to protect himself from the blast, then using telepathy to call AIM scientists that were still loyal to him to recover him from the ocean.
Back at Berchtesgaden, the Red Skull transports himself, Captain America and Falcon to a desert to continue their fight. As the two heroes continue to try and fight off the Red Skull, he continues to use the Cosmic Cube to his advantage. However, when the Red Skull tried to drown them, the Falcon used the rushing waters as a distraction to free Redwing from his cage, and the bird attacks the Skull long enough for Captain America to knock the Cosmic Cube from his hands. As the Red Skull struggles to recapture the Cube, AIM activates their Cathode device to destroy the Cube. Even as the Cube begins to melt, the Skull attempts to use it one last time. Instead of destroying his hated enemies, the Red Skull seemingly disintegrates himself. With the threat of the Red Skull ended, Captain America and Falcon consider their victory was helped by fate, unaware of AIM's involvement and walk off into the sunset.

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