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In the subway tunnels below New York, a man dressed in a Captain America costume who calls himself the Planner tests a wrist gun. It works excellently, cutting through several girders. He then tells a group of men that it's time to put his plan into action, as he has a plan to get Captain America's Shield. The Planner, disguised as Captain America, gets his men to rob a bank, which goes off well, before leaving. The real Captain America later views this on television, confused as to who the Planner is. The Planner meanwhile reveals to his men that he wants Captain America's shield, as it has circuits in it designed by Iron Man which allow Captain America to control it. With Iron Man's technology and his wrist gun, he'll be able to rule the underworld.

As the Planner commits more crimes disguised as Captain America, Cap goes to the police in his civilian identity, who want to arrest him. He says that if the culprit isn't caught within two hours, he'll give himself up. After studying some maps of where the impostor struck, Cap manages to work out a rough estimate of where his base must be, and heads off to confront the Planner. When he arrives, he easily takes out the Planner's men, before confronting the Planner himself. Although the Planner is trickier then his thugs are, Cap still manages to take him out, and once he's captured, Captain America reveals to him that he took out all of the devices Iron Man put in his shield months ago.

Iron Man's transistors are too weak to stop the Titanium Man, so he's pretending that he's been defeated for the moment. Titanium Man's master Half-Face then orders Titanium Man to destroy a nearby village, so that Americans will be blamed. Once they're gone, Iron Man manages to reach the generator behind him, and recharge within moments. He gets rid of some of the men inside Half-Face's fortress, then goes after Titanium Man. Unknown to Iron Man, back at his factory in America, a mysterious figure approaches the guards, asking to see Tony Stark. When he's told that Stark isn't there, the man takes out the guard with some sort of gas, then sneaks into the factory.

Iron Man has reached Titanium Man by now, but has to fight him whilst protecting the innocent civilians in the village. He alternates between attacking Titanium Man and saving villagers, whilst slowly luring Titanium Man out of the village. As Half-Face watches this, he suddenly sees his wife and son, who he left years ago and hasn't seen since. He tries to get them to leave, but they refuse to. Meanwhile, Iron Man has tricked Titanium Man to a nearby river, and manages to destroy Titanium Man's control center destroying his sense of balance. Titanium Man falls in the river, and Iron Man thinks that he's defeated. However, behind his back, Titanium Man aims a disintegrator ray at Iron Man, but before he can shoot, he spontaneously collapses. Half-Face reveals that he's done this, as he's no longer going to serve oppressors.

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