Captain America is sneaking around a hidden base in Asia for as-yet unknown reasons. He's spotted by some scientists, but takes them out then keeps sneaking around. Despite his best efforts, Captain America is attacked by a man inside a large robot, but manages to stop it with some explosive capsules he finds behind him. With all the security coming down on him, Captain America sneaks into an air vent, and follows it through to a man called Colonel Kuro Chin, a SHIELD operative called Agent 60. Captain America tells Agent 60 that Nick Fury sent him there, after his own SHIELD agent, who is also the girl he loves, was kidnapped by both HYDRA and Batroc (in the previous issue).
Captain America then asks Agent 60 whether he's destroyed the Z-Ray yet, which is what he was sent to the base to do. Agent 60 gives Cap some papers with information about the Z-Ray on it, just as some of the guards at the lab burst into his room, searching for Captain America. Agent 60 convinces them that he isn't in the room, but once they're gone, starts to break down from the stress of being so close to death for so long as a SHIELD agent. Captain America then leaves Agent 60 and goes to destroy the Z-Ray himself, but before leaving tells Agent 60 that he was one of SHIELD's best agents.
Captain America is then found by some mechanical robots, which alerts his prescence to most of the guards in the base. However, although he's shot at by many of the guards, he manages to steal a flying car from the base, and drive it into the Z-Ray, destroying it forever.
At the end of the previous issue, Iron Man was about to face the creation of a man called Half-Face, who claims that his invention is the most deadly weapon ever. In the darkness of the vault where it's being held, Iron Man notices that whatever it is, it must be massive, because the whole vault is shaking. Iron Man is then attacked by Half-Face's creation, who is none other than the deadly Titanium Man, only much more powerful than before! Iron Man tries firing a repulsor ray, but it does no damage. To avoid Titanium Man whilst he thinks of a plan, Iron Man activates his roller skates, allowing dodge Titanium Man's blows.
Half-Face is watching this, and thinks about how he saved Titanium Man from drowning after his last fight with Iron Man, before increasing his power. He thinks that he'll soon be the most famous scientist ever, and that he's earned it. He thinks about how he hasn't seen his wife and child for years since he had to leave them to test some experiments. However, one of them damaged the lower half of his face, and so he can't face them as he is. Meanwhile, Iron Man pretends to be defeated by Titanium Man, so that his transistors don't have such a strain. Afterwards, Half-Face orders Titanium Man to go and destroy a nearby village, so that Americans will be blamed for it.