In a Nazi-ruled alternate history: Ben Grimm and Johnny Storm lead Captain America to the secret headquarters of the resistance movement. They are met in the tunnel by Rick Jones and Jarvis who escort them into the main meeting place. Here are gathered the solider of the anti-Nazi movement: Henry Pym , Janet Van Dyne, Luke Cage, Nick Fury, Frank Castle, Bruce Banner, Matt Murdock, Steven Strange, and their leader—James Buchanan Barnes, the former Bucky, who survived the explosion. Don Blake, personal physician to Tony Stark, arrives with the news that resistance member Peter Parker was captured by the Nazis and is scheduled for a public hanging on the next day….
On the morrow, a huge gallows has been erected in Times Square and the Red Skull broadcasts a warning to the city that resistance is futile. As Peter is dropped through the trapdoor, Cap’s shield severs the rope and Peter is picked up by Ben and Johnny while Cap battles the guards. Captain America calls on Americans to rise up against the Nazi overlords but the event was a trap: hundreds of soldier appear and take Cap prisoner. The escaping Ben and Johnny discover Peter’s body has been wired with explosives which are detonated remotely by the Red Skull, killing the three of them. Back at resistance headquarters, Bucky reassures the team that hope will not be lost while Cap lives. Don Blake arrives with the secret information Peter gave his life to steal: Reed Richards and Hank study the photos and realize that the Nazis are building a time machine. Bucky sends out word for the national uprising to begin….
At the gates of Stark Industries, blind Matt Murdock provides the distraction for a frontal assault on the building, while Reed flies Bucky into the rear of the complex. Meanwhile, in Cap’s cell, he is released by Tony Stark, who reveals that he has been a secret resistance member all along, working against the Nazi effort from within—the only aid he was capable of giving with his bad heart. They are intercepted by suspicious guards and Tony, knowing he will only slow Cap down, passes him a device to give to Hank Pym, and elects to hold off the Nazis with a machine gun while the Sentinel of Liberty heads further into the building….