In the previous issue, the Red Skull succeeded in getting the Cosmic Cube, and now believes himself to be invincible. Captain America tries to attack him, but with the power of the Cosmic Cube, the Red Skull is able to find a defense for every attack. The Skull then creates an artificial being to defeat Captain America, in order for Captain America to be defeated in a manner like he has defeated so many others. Despite the artificial being's power and speed, Captain America manages to gain an edge over it, and just as he's about to give it a knockout punch, it disappears. Captain America is confused, until the Red Skull says that he destroyed him, since no creation of his should be able to be defeated by Captain America. He then uses the Cosmic Cube to make Cap disappear, but as he's doing so, Captain America appeals to the Red Skull's pride by saying that it would be a greater triumph for the Skull if he was allowed to live, but was the Red Skull's helpless underling.
The Red Skull is intrigued by Captain America's suggestion, and decides to follow through with it. The Skull then says that with the power of the Cosmic Cube, he'll form his own version of the Knights of the Round Table, with all of them loyal to him, and with Captain America as the leader of them. As Cap pretends to suck up to the Red Skull, the Red Skull creates a suit of armor for himself. Still sucking up to the Red Skull, Captain America manages to get close enough to the Red Skull to loosen the Skull's grip on the Cosmic Cube. In a desperate bid to keep the Cube, the Skull uses its power to break up the island around Cap and him. However, in the confusion, Captain America manages to knock the Cube out of the Skull's hands, and the Skull foolishly jumps into the water after it, forgetting that he's wearing armor. As the Red Skull searches for the Cube, rocks fall upon him from the island, and he begins to sink lower and lower....
Captain America manages to get to safety, and thinks about how ironic it is that the Cosmic Cube, which meant more to the Red Skull than life itself, should be the cause of his death.
After digging himself out from the rockslide which the Mole Man buried him in at the conclusion to the previous issue, Iron Man is surprised to find Pepper Potts emerge from his factory, which was dragged down below the Earth's surface by the Mole Man in the previous issue. As Iron Man explains the situation to Pepper, some of the Mole Man's Subterraneans clear away the rubble from the rockslide, before attacking Iron Man. Iron Man is able to defeat the Subterraneans, but as he continues fighting he can't help but wonder how he'll defeat the Subterraneans as more and more are sent after him. The Mole Man himself then appears with a concussion ray, and attacks Iron Man. Iron Man is able to hold off his attack long enough to create a landslide between himself and the Mole Man, giving himself and Pepper time to make up a battle plan.
Iron Man then remembers that since Tony Stark's factory is contracted for national defense work, the Pentagon are probably planning to save them at that very moment. However, if they come down into the Earth, they could easily be destroyed by the Mole Man and his minions. Iron Man uses his radio to contact the US Army, who are currently planning to save him, and tells them that he doesn't need their help. In an attempt to kill Iron Man so that he can get Tony Stark's earth digger machine (from the previous issue), the Mole Man sends out a robotic dragon, but this is defeated by Iron Man. Whilst Iron Man is fighting it, Pepper is kidnapped by the Subterraneans. Iron Man follows them to the Mole Man, and then pretends to agree to give the Mole Man his earth digger. Just as the Mole Man starts to activate it, he notices a geiger counter counting upwards rapidly. Iron Man then flies Pepper out as the machine explodes, burying the Mole Man and destroying Stark's factory.