(Cover Date: November, 1969)

Summary: After changing back to his normal body, the Red Skull transports Cap & the Falcon to his castle. The Skull changes Cap back to normal before he intends to kill him. The Skull toys with the pair using the power of the Cosmic Cube. As the Falcon distracts the Skull, Cap knocks the Cube away with his shield. In an attempt to escape, the Red Skull fades away, as the Cube is melting, having been destroyed remotely by MODOK's AIM agents.