(Cover Date: June, 1969)

Summary: With Steve Rogers now "dead", Cap decides to not return to Avengers Mansion to break with his past. He goes to SHIELD HQ to see Sharon. She is on a mission to monitor a cell of AIM leaders, but against orders, she decides to tackle them herself, thinking Cap is dead. Cap & Rick arrive in time to protect her from the robot, the Walking Stiletto. They team up to destroy the robot just as Fury's agents arrive to round up the AIM leaders. Fearing for her safety, Cap asks Sharon to resign from SHIELD, but she refuses. Depressed, Cap leaves her. Later, he puts on a disguise & finds a cheap hotel to live in. Suddenly, a triumphant Red Skull appears in his room, once again holding the Cosmic Cube.