With the Red Skull on the Moon about to activate a hypno-ray satellite which would make everyone on Earth his slave, Dr. Doom and the Shroud travel out in space to stop him, while Captain America and the Sub-Mariner monitor things from Earth, Namor choosing to stay behind because the Skull's weapon would have no effect on Atlanteans.

With Dr. Doom on his way, the Red Skull prepares to attack, when one of his subordinates, questions his plans, the Skull kills him with his red dust and launches an attack against Doom's ship. Doom sends the Shroud to incapacitate the Skull's satellite while he deals with the Red Skull in one-on-one combat on the surface of the moon.

The Shroud manages to deactivate the device, however he is bombarded with its energy and driven mad, and rescued by Captain America. Meanwhile, Dr. Doom manages to best the Red Skull in combat, burying him in piles of moon rock. When the Skull's minions arrive, Doom offers them an ultimatum: Join him or die like their master. The group decide to abandon the Red Skull in favor of Dr. Doom and they all return to Earth, Doom leaving the Red Skull on the moon's surface to die.

---