"Showdown"

"The Red Skull!" Captain America shouts in surprise as he sees his old foe entering the AIM command center through the dust and smoke.

"Ah! Captain America!" the Red Skull replies. "My old foe, what an unexpected surprise! This is truly a thrill - and further evidence that our grand destinies are inextricably entertwined. But I'm afraid I don't have time for our dance now - MODOK stands between myself and global domination,and I cannot allow you to distract me just now."

"Forget it mister!" Captain America bristles at the Skull's dismissive tone. "I don't know what you're up to, or how you survived our last encounter (back in Captain America #448 - Matt Waid), but I'll stop you if it takes my last breath."

"It's good to know some things will never change, even if it is your foolish platitudes. Kill him and his friends!" the Red Skull orders his AIM followers. As they rush at Cap and his two allies, Sharon Carter and Nick Fury, the Skull hears a booming voice coming from his left.

"Did you forget about me, Skull?" MODOK asks as he blasts the Skull with a bombardment of mental energy. The mental energy flows over the form of the Red Skull, causing him no harm.

"Not at all," the Skull coolly replies. "I came prepared for you. I am shielded from your attacks. And I also have this." The Skull produces a small device that looks like a normal remote control. He points it in the direction of MODOK and clicks a button. MODOK becomes inactive.

Captain America has no time to ponder how the Red Skull was able to achieve such a feat. The Skull's AIM troops attack Cap and his friends with a savagery unlike Cap's ever encountered with AIM. "The Skull's influence, no doubt," Cap thinks.

"This mission just keeps gettin' better and better!" Fury announces as he begins to fire his confiscated AIM pistol at the oncoming soldiers (he swiped one last issue - Matt). His aim in perfect, but the fact remains that they are vastly outnumbered. Fury and Sharon duck behind a computer bank to avoid the enemy fire. Cap deflects a few blasts with his shield.

"We can't let the Skull get out of here with MODOK," Sharon says. "It could mean the end of the world!"

"What are you talking about, Sharon?" Cap asks.

"Operation Mindwave. It's something I found out about when I was snooping around AIM," she says after returning some enemy fire. "The Skull was hoping to use the technology that created MODOK's powers in order enslave the minds of everyone on earth."

"Not too ambitious, is he?" is Fury's reply.

"If MODOK has that kind of power, what hasn't he done it himself?" Cap asks.

Fury and Sharon squeeze off a few more rounds before Sharon answers. "He doesn't. Supposedly, the Skull's got a device that will amplify MODOK's powers. Unfortunately, he hasn't been able to duplicate them. But a rogue faction of AIM solved that problem for him by resurrecting MODOK (you read it in Defenders #160, right? - Matt). They wanted MODOK to lead them in driving the Skull out of power with AIM, but for the Skull it was the opportunity for him to execute his plan - if he could get a hold of MODOK before MODOK found out too much about Operation Mindwave..."

"And attempted to create the process himself," Cap finishes. "Alright. You two hold off these troopers. I'll take care of the Skull."

Without another word, Captain America leaps over the computer bank and cuts a path through the oncoming AIM soldiers, his quick reflexes and his indestructable shield keeping him safe from harm. Sharon and Nick lay down covering fire, as Captain America races after the Red Skull. The Skull is already retreating through the wall his men destroyed upon their entrance (last issue - Matt) with MODOK following behind him. Although MODOK's mind has been deactivated, the Red Skull manages to control his body. Cap chases the Skull and MODOK around a corner, only to run into six more of the Skull's AIM troops.

"Hold off Captain America while I head to our ship!" the Skull orders as he continues to run. The AIM troops promptly open fire on Captain America.

"I can't let the Skull get away! If I can't make short work of these men, the Skull's mad scheme might actually succeed!" Cap thinks as uses his shield to block the blasts of the AIM troops.

"These AIM guys ain't givin' up!" Fury observes as he continues to fire. "I think I just saw a few more come in! Where does the Skull find these guys?"

"We've got to get out of here," Sharon states. "We're outnumbered, and we can't hold them off forever."

"You may have a point there, but to get to the door we gotta dash out in the open. I don't like our chances of gettin' out without one of us gettin' hit. Maybe if we -" Fury is suddenly cut off by the sight of a grenade flying over his head and a shout of "Fire in the hole!"

Fury and Sharon turn to see a squad of SHIELD troops at the doorway, running into the room as the grenade distracts the AIM soldiers. "Reinforcements are here, sir," the first trooper says as he joins Fury and Sharon behind the computer bank.

"Then what are you yahoos waitin' fer?" Fury says. "Let's get 'em!"

Captain America leaps at the nearest AIM troop, kicking him in the face while using his shield to deflect the blast of another. He throws his shield at the one who fired at him, then throws the one he just kicked at the nearest trooper to his left. He then catches his returning shield and charges the AIM troop straight ahead, knocking him unconcious with a quick blow to the head from his shield. He then ducks and sweeps his leg out to take an approaching AIM soldier off his feet, then springs up to uppercut the last soldier. Without wasting any more time, he sprints after the Red Skull.

As Captain America runs through the doors the Red Skull passed through, he realizes time is short to stop the Skull. He is now standing on a hangar deck, and the Skull and MODOK are boarding an escape jet, whose engines are already running in preparation for immediate departure. Cap manages to reach the hatch just as it is sealing, and forces his way on board as the jet takes off.

"And so our grand conflict continues, eh?" the Skull observes as he and Cap stare each other down aboard the plane. "I should have known I would not have been able to complete my plan without your interference - the fates would not allow it! Let us dance once again, my friend!"

Captain America ignores the Skull's philosophical comments and leaps at his old foe. "I won't let you enslave the minds of everyone on earth, Skull! The freedom of human thought is much too important to be surrendered easily!"

With that, Cap lands a roundhouse right to the Skull's chin, quickly followed by a kick to the stomach. The Skull responds with a leg sweep, knocking Cap on his back. He attempts to stomp Cap's head, but Cap rolls out of the way and leaps back to his feet, ready to attack again. "You seem to have recovered nicely from our last battle (back in Cap #448 - Matt)" Cap notes, attempting to distract the Skull.

"Yes, do you like my new body?" the Skull laughs. "Cloned from your cells, once again. If nothing else, my association with Arnim Zola has taught me immortality through conscious transferrence and cloning!"

While the Skull brags, Cap quickly slings his shield at the Skull's midsection. The Skull reacts quickly, and catches the shield before it strikes him. Anticipating this, Captain America is already in the air, landing with his feet striking squarely on the Skull's head. As the Skull flies back, the remote control device he had used on MODOK flies from his pocket, skidding across the interior of the jet's cargo hold until it smashes against the hull. The device shorts out, and instantly MODOK awakens. "Red Skull! You should never have crossed paths with MODOK!" the giant monstrosity rumbles.

"Shut up, you misbegotten product of science!" the Skull spits. "Victory is mine, now and forever!"

Seeing the crackles of mental energy forming around MODOK, Cap begins easing towards the hatch. Then MODOK unleashes a blast of mental energy at the Red Skull. Cap forces the hatch open and leaps out of the plane as MODOK's blast destroys the cockpit, sending the plane screaming towards the earth.

"Out of the frying pan and into the fire," Cap thinks. "I've managed to escape from the plane, but I don't have a parachute. I don't know if landing on my shield will be able to absorb the impact from this height." Cap's eyes scan the skies, looking for anything that can save his life, when he notices two SHIELD planes that had been pursuing the Skull's plane. From below one of the SHIELD planes he sees flashes of light - SHIELD jetpacks igniting as SHIELD agents leap from the plane. The agents speed towards Cap and catch him, and then fly him back aboard the SHIELD plane.

After the plane returns to what's left of the AIM installation, Cap meets back with Nick Fury and Sharon Carter. He quickly fills them in on what happened.

"Well, the Skull and MODOK are bound to turn up again sooner or later," Fury says. "But SHIELD'll be ready for 'em. And at least we stopped the Skull's plans."

"Now that this is over, you and I have some things to settle," Sharon says as she stares coldly at Fury.

"Sure thing," Fury replies. "Let's get outta here, and I'll explain everything aboard the Helicarrier."

Next Issue: Sharon wants answers as to why she was left to die years ago! Cap returns home to meet some more of his neighbors! And Iron Man's old foe the Unicorn comes to New York! See you in 30!