…The occupants of Falsworth Manor arrive just in time to see Baron Blood about to sink his fangs into the throat of Captain America. What the vampire did not realize is that the neck of Cap’s uniform is protected by chain mail and he damages his teeth; the shock wakes Cap out of his hypnotic stupor and he begins to fight back. Ken Crichton attacks Blood but is not match for the supernatural foe; the vampire hurls Ken across the room and Cap catches him. Just then, the sun begins to rise, and Baron Blood makes his escape in the form of a bat, to fight another night. Ken’s pal Joey Chapman walks in at this moment and Cap demands to know where this young man has been (since he only appeared after the vampire left); the angry Joey takes a swing at Cap, who easily subdues him. Ken vouches for his friend and later explains the family history to Joey: the younger brother of his grandfather Lord Falsworth traveled to Transylvania in hopes of forcing Dracula into his power. The tables were turned though and Dracula overcame the aristocrat and turned him into a vampire. Returning to England, Baron Blood became a secret agent of the Kaiser during World War I and later an ally of the Nazis. During the second War, he returned to his ancestral home where he attacked Jacqueline Falsworth but was overcome and destroyed by the Invaders. Lord Falsworth was crippled in the accident, ending his career as the hero Union Jack and a blood transfusion from the Human Torch gave Jacqueline the superpowers of Spitfire. Brian Falsworth succeeded his father as Union Jack until his untimely death and now grandfather would like Ken to take on the mantle but he does not see himself as the heroic type. Meanwhile, Baron Blood has resumed his disguise…as the local physician Dr. Cromwell.
Hours later, Falsworth Manor becomes the base of operations in the search for Baron Blood. Police Inspector Sweeney and his men perform a house-to-house search while Cap is joined by Ken and Joey. Forgotten in the excitement is Lord Falsworth, who can only sit by helplessly while the search takes place. Later, Ken and Joey stop by the local pub where they meet Ken’s girlfriend Jenny. She faints from anemia but when they men remove her choker, they discover two small holes in her neck….
Back in New York, Bernie Rosenthal is helping landlady Anna Kapplebaum clean Steve’s apartment. As Bernie fields calls from angry clients, Anna plots a June wedding for Bernie and Steve….
Returning to the Manor, Cap finds Lord Falsworth donning his old Union Jack costume; he intends to offer himself as bait to draw Baron Blood out of hiding. Jackie overhears and rebukes the old man for his suicidal risk taking; while the elderly Lord lectures her on family responsibility, he is suddenly stricken with a heart attack. Dr. Cromwell is brought in to tend to the masked figure on the bed. Asking Cap and Jackie to leave so he can make his examination, he unmasks as Baron Blood, about to seize the opportunity to kill his hated brother. Before he attacks he explains that the real Dr. Cromwell, under the power of Dracula, revived him in the Tower of London, and the vampire repaid him by killing Cromwell and his daughter and impersonating him. As he leans in for the kill, Blood is startled when the costumed figure leaps up and slashes at him with a silver dagger. The vampire and the new young Union Jack battle and Captain America bursts in a moment later. Cap reveals that they deduced his identity from the injuries done to Jenny (who will recover) and set this trap for him. Blood tries to escape but Cap knocks him back by hurling his shield. The vampire leaps up and tries to kill Union Jack but Cap opens the curtains, transfixing the undead menace with the sun’s rays. With his shield, Cap chops the head off Baron Blood. The young Union Jack unmasks to reveal, not Ken Crichton but Joey Chapman, who had the inner strength his friend lacked. The monster’s body is taken out and burned, destroying him forever. When the grisly ceremony is over, it is discovered that Lord Falsworth has died, but he was assured his brother’s evil was ended at last. The final page informs us that the spirit of Union Jack lives on.