On Boca Caliente, a boy discovers the unconscious Cap in the woods. When Cap awakens, he sees “Bucky” standing nearby. In the island village, the other Avengers defeat an AIM squadron and discover they’ve been fighting Adaptoids. When another energy flare erupts from the AIM complex, Widow reveals to her companions that the flares are bursts emitting from a Cosmic Cube. Widow’s explanation is interrupted when Pietro notices a nearby gypsy camp, inhabited by “Django Maximoff,” his foster father. In the woods, Cap & “Bucky” set out for the AIM complex. Skull surreptitiously teleports into the complex and watches Brannex proceed with Project Resurrection. Just outside the complex, two Adaptoids, in the forms of Rhino & Knockout, capture Jack Flag and Free Spirit. In the gypsy camp, the Avengers realize that “Maximoff” is actually a Cube construct. Meanwhile, up island, Cap & “Bucky” race toward the complex. Cap experiences a momentary weakness and nearly falls over a cliff. On the rocky seashore below them, they see Falcon’s body. Suddenly, an explosion knocks them off their feet, and a heavily-armed MODOK appears, gloating that Cap was unable to stop Project Resurrection.
This story continues from Cap #440, ’95, and into Cap #441, ’95, where AIM agents U31 & L77 are named, and it is revealed that Jack Flag & Free Spirit feigned defeat. Next issue reveals the boy is an AIM Adaptoid and the dog a Cosmic Cube construct. Kempler is spelled Kemplar here.