Detailed Plot Summary
The story begins with a prologue in 1938, where an old man named Matt Hawkins is bed-ridden and approaching death. He tells his physician, Dr. Thomas Halloway, that he's been to the future, that there are gods and monsters and heroes there, and Dr. Halloway jots it all down - thinking that it's merely another case of senile dementia. But Dr. Halloway looked forward to his visits with the man, and is saddened when he learns that Hawk has passed. But the old man left something behind for Halloway, and when Halloway opens it - he realizes who Matt Hawkins was. Hawkins was the Two-Gun Kid, a hero from the Wild West. And one of Dr. Halloway's childhood heroes. The gift that he had left behind for Halloway were his two revolvers and domino mask - along with a card that said 'From one hero to another'.
In 1939, aboard a ship in the Atlantic Ocean, President Roosevelt is meeting with his friend Vincent Astor as well as his cousin Kermit Roosevelt. Kermit tells him that they've got a solid tip on the German's top-secret Project Nietzsche, and the President tells him to get Sawyer to start working on a plan. Mr. Astor then tells President Roosevelt that their own secret project in Brooklyn might be a complete waste - as the android keeps catching on fire. He says that Professor Horton and his partner Bradley are working on it, but Kermit says that a man on fire might startle the Germans into making a mistake. President Roosevelt then mentions that the Navy's reporting that German ships are in the Bermuda, to which Kermit replies that they don't know what the Germans are doing - but that they're dropping depth charges out there. In the Sargasso Sea, a Nazi ship drops depth charges as its crew collect the dead Atlanteans that float to the surface. One of the crew comments that this is an important job, and that the studying these Atlanteans will help Germany. But Namor suddenly appears, and murders the ship's crew after seeing the bodies of his dead people.
A few weeks later, Professor Phineas Horton is unveiling his synthetic man in Brooklyn. When oxygen is released into the chamber, the man catches on fire, and the news of the 'Human Torch' provokes a reaction overseas. But it has also caused a reaction in the city, and with increasing demands by the people to lock away such a dangerous creation, Horton reluctantly agrees to seal the Torch in concrete. But Horton still continues to secretly communicate with his android, feeding it information about the outside world. And all of this creates a sense of longing inside the android, which eventually comes to a head when the Human Torch breaks free of his own prison to experience the world. But the android's inability to control his own flaming powers causes a massive fire throughout the city, and the Torch flees in the chaos. Meanwhile, Dr. Halloway is in the city during this fire, and stops criminals while saving innocent lives.
As World War II begins flaring up, Nick Fury and his friend Red Hargrove are fighting over a pretty barmaid. Colonel Ellis and Lieutenant Sawyer interrupt their fight in the bar and quickly tell them that he has a job for them: He wants them to retrieve Dr. Abraham Erskine - a German scientist who wants to defect.
In February 1940, the Human Torch remains missing in America, while in Germany, Erskine and his colleague Hans Bruder are examining John Steele - a bulletproof POW who was captured in WWI. Erskine tells Bruder that he's off to meet Heinrich Himmler in Luxembourg, and travels in a convoy of cars guarded by soldiers. Up in the air, Sawyer, Fury, and Hargrove are being transported by the Sky-Devils to intercept Erskine, and Fury and Hargrove jump out of the plane in parachutes. In just under two minutes, Fury and Hargrove manage to eliminate the entire convoy and successfully retrieve Dr. Erskine. In the voiceover narration by Halloway, it is believed that Erskine was such a huge blow to the Nazi war effort, that his extraction may have hastened the German invasion of Luxembourg, France, and Belgium.
Back in Brooklyn, we learn that Dr. Halloway has begun dressing up in blue tights and a red cape, and calling himself Angel (which was a nickname given to him by the prisoners where his dad was warden - after he proved that a falsely-accused murderer was innocent). He stops a bunch of mooks in a car and when the press ask what to call him, he replies, "The Angel". Halloway later admits that the name was corny, but more superheroes begin emerging following Angel's example - Fiery Mask, Phantom Bullet, and Mister E. Elsewhere, in a farm outside the city, the Human Torch has learned how to control his powers, and saves an undercover cop who was about to be executed by some mob thugs. As spring begins, the Angel finds the dead body of the Phantom Bullet - who had been killed after only a few months as a superhero.
In an apartment room, Professor Hamilton (secretly a Nazi spy named Major Kerfoot) is in communication with his handler, and salutes 'Heil Hitler' before signing off. The cleaner spots him doing this, and when she tries running away, he strangles her to death to conceal his secret. Meanwhile, the Angel attends the funeral of Allan Lewis (Phantom Bullet) - and realizes to his surprise that he was a reporter who had written about the Angel's exploits. The Angel makes a silent vow to find the Phantom Bullet's killer. Across town, after saving the undercover cop, the Human Torch decides that he wants to be 'one of the good guys' and approaches a police station to join the force.
This issue begins in the summer of 1940, in Greenwich Village, where a woman named Miss Portnoy is asking the private investigator Ferret to find her mother (the cleaner whom Hamilton killed). In uptown Manhattan, a general visits Professor Hamilton and tells him that he's been selected for a new robotics project. Meanwhile, in a secret air base in England, Fury meets with Sawyer for the first time since Erskine, and Sawyer tells him that he needs Fury and Hargrove for another mission. Erskine has divulged the secret locations of where his former colleagues are, and Sawyer wants Fury and the Sky Devils to destroy the bases. Back in New York, the Human Torch has been working as Officer Jim Hammond, and it is a job that he prides himself in. But his supervisor tells him to take a day off, and when the Torch asks him what he should do, his supervisor tells him to go to Coney Island. While all of this is going on, the Angel is still continuing his search for the Phantom Bullet's killer, and learns that he was killed because he tried to stop a smuggling operation.
In the seas, Namor follows the trail of a merchant ship that's heading for New York, and arrives at the shores of Coney Island. After witnessing the deaths of his people; seeing the happy families in Coney Island throws him into a rage, and he begins attacking the theme park. The Prince of Atlantis attempts to tear up the tracks of a rollercoaster, before the Human Torch suddenly emerges in his blazing fiery form and saves them. The Human Torch and Namor quickly break out in an aerial brawl, and the Torch manages to blast Namor back into the ocean, defeating him. In the voiceover narration, the Angel notes that this was the day that the American people no longer viewed the Torch as a threat - but rather, as a hero.
In a US military base somewhere, General Phillips meets with Kermit as they discuss the new Electro robot being built by Professor Zogolowski. Somewhere outside Frankfurt, the Sky Devils begin bombing the German bases where Erskine's former colleague Bruder is, and during the chaos, John Steele breaks free of his cage. Meanwhile, back in America, Erskine begins concocting the formula that will change the course of the war - the Super-Soldier Serum.
In New York, Major Kerfoot meets with a newly-arrived Nazi spy - Heinz Kruger. Kerfoot gives Kruger his new identity as 'Frederick Clemson', a special agent for the Foreign Affairs ministry, then tells him that as soon as Kerfoot has procured a sample of the Super-Soldier Serum, Kruger is to kill Erskine. As Kruger begins to leave, we see that Ferret has been following them all along. But Kermit's handler cuts the Ferret's investigation short, when he stabs him to death. The handler tells Kruger to get to the safe house while he searches the Ferret's office to learn how much he knows. At the safe house, Kruger studies a file on the test subject that the Americans have chosen for Erskine's formula: Steve Rogers. Kruger reads through his dossier, learning that Rogers was a sickly orphan and an artistic type, who despite his frailty wanted nothing more than to serve his country. General Phillips then offered Rogers the opportunity to be the formula's first test subject, but warned him that there was a good chance he won't survive.
In the city, the Angel finds the stabbed body of the Ferret and retrieves the Ferret's pet ferret - Nosie. Meanwhile, the Ferret's office had been set on fire by Kruger's handler. Back in Nazi-occupied France, Private John Steele takes down a group of Nazi soldiers - having spent the last few months reacquainting himself with the world. Some thankful villagers offer him a change of clothes and a meal, and when night falls, Steele leaves and stumbles across the Sky Devils' bomber plane in the forest. There, he meets Fury, Hargrove, and the rest of them, and the two parties make an alliance.
Back in New York, a week after Kruger's arrival, the Nazi spy meets with his handler again. Kruger tells his handler that it is difficult to assassinate Erskine, as he is always surrounded by others. His handler then tells Kruger that Kerfoot has already succeeded in copying Erskine's formula, but that Kerfoot believes that Erskine left out a few crucial parts. The handler then tells Kruger that tomorrow is the day that they plan to test the Super-Soldier Serum, and that Erskine has to be killed at all costs. That night, Kruger writes a letter to his wife Elise that will never be mailed.
The next day, Kruger makes his way into the secret facility where the final test of the Serum will take place.
Steve Rogers drinks the Super-Soldier Serum, before being bombarded by Vita-Rays, and the rest is history. But just as Rogers successfully becomes America's first Super-Soldier, Heinz Kruger shoots Dr. Erskine. In an uncontrolled rage, Rogers grabs Kruger and hurls him aside - but misjudging his new strength - he accidentally throws Kruger to one of the Vita-Ray conduits, shocking the Nazi spy and killing him. With Dr. Erskine's death, the Super-Soldier Serum becomes forever lost. Rogers is the only one of his kind, and after being trained by various teachers on combat and tactics, a soldier tells him that General Phillips wants to see him.
Elsewhere in New York, Major Kerfoot has fled his apartment just after government agents broke into it. With Erskine's death and the revelation of Kruger as a spy, the government is cracking down on any possible infiltrations. Kerfoot has also faked his own death via a car bomb, but he remains paranoid. He then receives a visit from his handler, who tells him that the incomplete Serum formula that Kerfoot copied is already in Berlin. His handler then proceeds to kill Kerfoot, and then he tells his subordinates to retrieve all of Kerfoot's books and get rid of his body. Meanwhile, the Angel meets with a newsman from the Bugle, Kellerman, who tells him that Erskine was killed by a Nazi spy - and that Hitler has his own costumed soldier now.
In Nazi-occupied France, the Red Skull lines up a group of innocent villagers. One woman pleads with the Red Skull, telling him that they're not Resistance, but the Red Skull says he doesn't care - he's just here to make a point. He guns them all down. He then asks the remaining villagers where the American and British fighters are, and states that people has seen them hiding in the village. When the villagers continue insisting that they know nothing, Red Skull tells his men to separate the children, and line them up along the wall. Days later, John Steele and Nick Fury enter the very same village where the Skull's massacre took place. Fury tells Steele that he has been recalled by Sawyer back to the States, and Steele says that he'll remain in France in his hunt for the Red Skull.
In a Nazi base just outside of Berlin, Bruder is talking to another scientist named Burstein. Bruder tells Burstein that they're still nowhere near cracking Erskine's formula. Back in New York, Steve Rogers puts on the uniform that President Roosevelt assigned to him as a response to the Red Skull. And while the Angel is at a local wharf, tracking down some Nazi spies, he witnesses the very first appearance of Captain America. The Super-Soldier breaks into the spies' warehouse, easily dispatching the Nazi infiltrators. Their handler (who was also Kruger and Kermit's handler) makes an escape, and Angel tries to stop him, but the handler fires back with a Thompson submachine-gun. Captain America manages to shield the Angel, but a loose round strikes Dr. Halloway's thigh. As the handler flees, the Angel tells Captain America that he's fine and they exchange stories. The Angel then tells Captain America to go after the handler, and asks him for his name. Captain America tells him, and then heads off.
In the summer of 1941, Namor walks the streets of New York in disguise, in search of the Human Torch. The Torch is now accepted as a hero of the people, and spends his days stopping costumed crooks, but remains conflicted about his humanity. Returning to the laboratory in Brooklyn where he was made, the Torch finds a picture of Professor Horton and his assistant, and goes searching for the assistant - Fred Raymond. Traveling to Raymond's home in Staten Island, he meets the Professor' subordinate there, but Raymond tells him to leave. Raymond explains that if the government learns that Torch was in his home, they'd take him away from his sick wife for investigation. But just as the Torch is about to depart, they hear a cry coming from Raymond's wife's room, and step in to see their son Toro erupt into flame. Raymond thinks that the Torch has something to do with it and chases him out of the house. In confusion and fear, the Human Torch quickly flies off into the skies.
Back in Nazi Germany, John Steele's search for the Red Skull finally ends when he finds him at a research facility. Inside the facility, the Red Skull arrests Professor Eric Schmitt because his mother was Jewish. As he is dragged away, Skull asks Bruder if his experiments can continue without Schmitt's help, and Bruder says that it's no problem. While the Nazi soldiers drag Schmitt for transportation to the concentration camps, Steele sneaks into the facility via a ventilation grill. Traveling through the ventilation pathways, he spies the Red Skull talking to Bruder and a mysterious man draped in a hat and jacket. The mysterious man removes his clothing to reveal his identity as an Atlantean named Meranno. It is then revealed that Meranno has made a deal with Nazi Germany; and that he was the one who informed the Germans of where they could find Atlanteans (the depth-charges from Part One).
Back in America, the Torch remains conflicted and wonders why Toro also gained fiery powers similar to his own. But as he soars through the air, Namor suddenly attacks him. The two of them have another aerial brawl just as Namor summons a massive tidal wave to consume New York. Mass casualties occur immediately when the water consumes the city. But in the chaos, New York's hero community experiences their first call-to-arms as all of its heroes gather together to save the drowning innocent. The Angel, Thin Man, Electro, Patriot, and the Hurricane, along with many others, all make appearances. But the battle in the skies between Namor and the Torch comes to an abrupt end when Captain America appears. With a single blow from the Captain's disc shield, Namor is knocked out, and collapses back onto the ground in defeat.
As winter arrives, Namor is imprisoned inside the US Capitol. A US officer tells Captain America that Namor hasn't said anything and that they assume that he's some sort of foreign super-soldier. Across the ocean, in a concentration camp, Professor Schmitt concocts a formula similar to Erskine's. He gives it to a British spy named Brian Falsworth, whose cover had been blown, and the serum gives Falsworth superhuman powers. But the change is painful, causing Falsworth to groan and struggle, and this draws the attention of the camp's guards. Though Falsworth is able to overpower the guards with his powers, a stray bullet from the soldiers kills Schmitt. Fleeing the camp with Professor Schmitt's body, Falsworth runs into a nearby forest and buries his friend there. From that point onwards, he becomes the Destroyer - the world's second chemically-created super-soldier.
In France, Steele is still continuing his mission of following the Skull, and finds the Red Skull meeting Japanese officers in a Nazi castle. Sneaking around, Steele manages to find a document that reveals their plans of attack against Washington and Hawaii. The Axis' plan is a preemptive strike before America enters the war, and Steele knows that this two-pronged attack had to be stopped. Hijacking a Nazi car, he begins his journey back to America to warn his countrymen about the enemy's plans. Back in the USA, Toro's parents were killed in a train crash (which he survived thanks to his powers), and the Human Torch has taken him in as a protege. Captain America had also taken in his own sidekick, in the form of Bucky.
Meanwhile, the Angel continued following his leads and tracks down the handler and his men to a secret meeting at a beach just north of the city. But when there, the Angel is shocked to see that the handler is meeting with Meranno (now in his U-Man guise) as well as Meranno's rogue Atlanteans. U-Man asks the handler for the documents that he requires, and just as the Angel is about to stop them, Captain America and Bucky emerge. A fight breaks out, and the three heroes manage to knock out the Nazi spies and the rogue Atlanteans. U-Man tackles Captain America, but the Captain is able to fight him off, giving an opening for Bucky to shoot him. Realizing that he's lost, U-Man flees off to the seas. Bucky continues training his rifle at the ocean, waiting for U-Man to pop back up, but the Angel tells him that he shouldn't bother. The Angel then displays the documents that he found on the spy handler, which has notes about an 'undersea city' that the Nazis have made a pact with. Captain America then takes in one of the rogue Atlanteans for interrogation.
The final chapter of the Marvels Project begins with the Human Torch and Toro flying as fast as they can for the Hawaiian Islands. Earlier on, Namor had begun interrogating the Atlantean rogue that Captain America had captured, and the prisoner reveals that Meranno betrayed Atlantis to the Nazis. He reveals that it was Meranno who made a deal with Nazis because of his hatred for Namor, and that it was Meranno who led the surface-dwellers to the Atlanteans. As Namor slowly realizes the error of his ways, the rogue Atlantean then reveals the secret plans that the Nazis and Meranno have to attack the United States. At the same moment, John Steele reached the French Resistance and gives the same news back Stateside. His message reaches Sawyer, who then calls for Colonel Phillips.
In the next morning, Captain America meets with the Human Torch atop the Empire State Building and briefs him on the enemy's plans. The Nazis and a contingent of Atlanteans will attack D.C., while the Japanese move for Hawaii. Captain America then tells Torch that Churchill is meeting Roosevelt tomorrow in secret, and states that he believes that this meeting is the target of the Nazi attack. Captain America then tells Torch that he needs him in Hawaii - as they need eyes in the sky to stop enemy bombs. But as the story goes back to the present, the Human Torch and Toro realize that it's not just bombs that they have to contend with, but an entire fleet of bombers.
Back in Washington, Captain America, Namor, and Bucky are escorting the British PM by air when they come under attack by Atlantean airships. Churchill lands safely, while U-Man and his army emerge from the waters. Namor immediately tackles him while Captain America starts fighting the rogue Atlanteans. Two battles take place on two fronts, but while Captain America and Namor successfully defend Churchill and defeat the rogue Atlanteans, Torch and Toro fail to completely stop the Japanese incursion. It is later revealed that Captain America chose to keep the fight in Washington secret - in honor of all the men who sacrificed their lives in Pearl Harbor. And out of respect to the ordinary American soldiers, who didn't have science on their side like he did.
In the story arc's epilogue, we see Roosevelt form the Invaders and he pardons Namor on the condition that the Prince of Atlantis join the team. We also learn that Hargrove died in Pearl Harbor, and that Fury went on to lead the Howling Commandos. And also that John Steele mysteriously vanished some time after the invasion of Normandy. Back in New York, the Angel realizes that this is the start of the era that Matt Hawkins was talking about, the era of the Marvels.
In the present day, Steve Rogers meets with Jason Halloway - the grandson of the Angel - who is also a doctor. Steve hands him a box and then leaves. Outside, Steve meets with Matt Hawkins, who as it turns out - really traveled to the future. Inside, Jason Halloway opens the case to find the revolvers and mask that both the Two-Gun Kid and the Angel used, and finds a document written by the Angel entitled 'The Marvels Project: The Early Days & the Age of Heroes'. He begins reading it.