(Cover Date: December, 1969)

Summary: Arriving back in the city, Cap leaves the Falcon in Harlem & goes to the SHIELD HQ to ask Nick Fury where Sharon is. Using the Slumber Seat, Fury plants a thought in Cap's head to apply for a PE teacher position. At the college, Cap stops a student from assaulting a math professor during a protest. Later, Cap breaks up a fight between the students over the outrageous demands of the rebels. At the same time, MODOK is having his AIM agents, disguised as students, kidnap the math professor for his new atomic equations. Cap, with the help of the rebel student leader, thwart the attempted kidnapping. It is revealed that the rebel students had been manipulated by an AIM Hypno-Beam device.