"The Web Tightens"

Captain America, Nick Fury, and six SHIELD agents stand in an AIM information relay station located in a warehouse in New Jersey. They had just attacked the station and defeated most of the AIM soldiers stationed there in an attempt to learn more about the current AIM civil war, as well as Project Mindwave (I hope you've been reading the last couple of issues - Matt).

Unfortunately, before they could learn anything the station was attacked by another faction of AIM, led by the recently-resurrected MODOK. Upon seeing our heroes, MODOK has issued the command for his troops to kill them! And here's where we pick up our story...

MODOK's twenty AIM agents quickly open fire on the scattered SHIELD agents. Two fall, but the rest manage to find cover. "Blast it all, I wasn't plannin' on this!" Fury curses. "I gotta call for backup!" Fury activates an emergency signal, and a squad of SHIELD agents are instantly deployed.

"Col. Fury, this is Burns," comes the voice over Fury's radio. "ETA is ten minutes. Can you hold out that long?"

"Sure I can, ya yahoo, but don't try puttin' it to the test! Hurry it up!"

Fury emerges from his position behind an overturned metal table to return the fire of the AIM troops and to locate Captain America. "Cap!" he yells to his friend. "Help's on the way!"

"Roger!" Cap yells back. "This is certainly a fine predicament," Cap thinks. "I wish Fury had let me bring the Avengers along. No use worrying about that now, though. I've got to figure a way out of this. Hmm. I think I might see one." Cap looks at the ceiling and notices that AIM had installed a lighting truss across the ceiling to replace the old lights in this dilapidated (from outward appearances, anyway) warehouse. He hurls his indestructable shield in an arc towards the truss. His aim in impeccable. The shield slices through the main support cables of the truss. The burden of the truss's weight becomes too much for the remaining support cables to bear, and the truss falls, creating a barrier between the SHIELD agents and the AIM agents. Cap retrieves his shield, which landed only a few feet away from his position, and calls out to his comrades. "Alright, everyone! Regroup while they're distracted!"

Unfortunately, while Cap's plan alleviates the threat of the AIM agents, MODOK is unfazed. "Enough of this foolishness," MODOK growls as he unleashes a mental blast that knocks Cap and his allies unconcious.

Rachel Leighton knocks on the door for the fourth time. "Steve, are you there?" She turns to walk away, satisfied that he really isn't in his apartment. "I should know better than to think that Steve's avoiding me," she thinks. "But even though I've seen him several times recently (including the epic Sons of the Serpent storyline in #s 458-463 - I-miss-Dave-too Matt), he hasn't really talked to me about our relationship, or lack thereof. I know he said he didn't want to be involved, but his relationship with Ms. Marvel is over now. I wish there was some way -"

"Excuse me, but are you looking for Steve Rogers?" comes a voice from behind Rachel.

"Yes," she says as she turns to face the voice.

"Hi, I'm Jeff Warren. Steve's neighbor. He had to leave earlier with a friend of his. Haven't seen him around since."

"Was it the same friend that was helping him move in?"

"No, it was a different guy. Brown hair going gray, and a patch over one eye."

"Nick Fury," Rachel thinks. "Okay, thanks Jeff. I'll just catch up with Steve later." As she walks off, she thinks, "I guess Steve's on some sort of secret mission. Maybe I should stop by Avengers mansion and see if they know anything. Or maybe I should mind my own business." Deciding on the latter, she returns to her own apartment.

Captain America regains conciousness in a darkly lit cell. He looks around and sees that he, Nick Fury, and the four surviving SHIELD agents are all lying on the floor in the same room, with their hands manacled. Chains extend from the manacles to the walls. "We've got to get out of here fast," Cap thinks. "And my shield is nowhere to be found. I'll have to worry about it later. There's only one door, and I can hear two guards outside. I don't think escaping should be too hard if I can break these chains...."

Cap begins struggling against his bonds, but it is no use. He cannot break them. "Normally, I'm proud of what I can accomplish without superhuman strength, but right now I'd be a liar if I said I didn't wish I was Thor. I'll just have to think of another way." Cap sits back and begins analyzing the cell. "Our captors didn't leave any objects laying around in the room. I wonder if Nick still has anything useful on him."

At that moment, Nick Fury begins to come to. He quickly assesses the situation, and then asks Cap, "How strong are the chains?"

"Too strong to be broken by hand. Do you have anything useful?"

Fury quickly searches his uniform. "Nope. Those AIM goons frisked us pretty good while we were out." The other SHIELD agents begin to awaken. "Looks like we're in a tough spot, boys," Fury tells them. "Anybody got any ideas, ya better speak up."

At the now destroyed warehouse that was formerly the location of an AIM information relay station, SHIELD agents mill about. "Two agents dead, and no sign of the others," G.W. Bridge says grimly.

"What about the homing devices all agents carry?" the Contessa asks.

"AIM left those here. Right now, I'd say we've got our work cut out for us if we're going to find Nick Fury and Captain America."

"You may have your work cut out for you, Bridge," thinks former SHIELD Agent 13 Sharon Carter as she watches from a distance. "But I know exactly how to find them!"

In another AIM base, an AIM agent awaits his master's command. His master extinguishes his cigarrette and removes it from his cigarrette holder. "So they now have data on Operation Mindwave. Very well. We must launch a full fledged assault on their headquarters. Prepare the troops."

The subordinate hesitates a moment, and then asks, "But sir, how do you know where their headquarters is?"

"I suspected a strike on our information relay station. The station was covered with radioactive dust. It is harmless, but it allows us to track anyone who has entered the facility. You see, it was all a trap. Now go!"

The AIM troop quickly runs to carry out his master's orders.

"It's hopeless," Fury says. "We've been tryin' fer hours. There's no way to break these chains, and no way to call fer backup. We're stuck here."

"No, it's never hopeless," Captain America reminds his friend. "We may not be able to break these chains, but sooner or later someone's going to have to come into this room, either to feed us, question us, or kill us. That's our chance. These chains are long enough to give us some maneuverability, and our legs our still free. If we can overpower whoever comes in here, we'll be able to get out of here."

"Yer right, Cap, I dunno why I didn't think 'a that myself," Fury says, angry at himself. "Maybe it's been too long since I've really been active in the field."

"Don't think that way, Nick," Cap says. "You're getting back in the swing of things. Wait! Do you hear that?"

"Yeah, sounds like a scuffle goin' on. Get ready, men!"

The six men in the cell are all poised, ready to strike, when they hear the door opening. And then enters...

"Sharon!" Cap yells.

"Surprised to see me?" Sharon says as she comes into the room, holding the keys to the chains that bind the men. In the hallway, the AIM agents that were guarding the cell are sprawled on the floor, unconcious. "I'm glad you're here too, Nick, we've got business to settle. But that can wait. This place is turning into a warzone." Sharon quickly releases each of the men.

"How'd you find us?" Fury asks.

"I've been doing some snooping on AIM myself," Sharon says. "I knew that they had covered their relay station with radioactive dust in order to trace MODOK's bunch when they attacked. I just followed the trail."

An explosion is heard in the distance.

"What's the current situation here?" Cap asks.

"I decided to play nice and call in SHIELD. It's a full scale invasion. Okay, you're all free now. What's the plan?"

"We find MODOK," Cap says. "He's too dangerous to remain on the loose."

"Well, what're ya waitin' for, ya yahoos?" Fury says, picking up a gun from one of the unconcious guards. "Let's go!"

Fury, Cap, Sharon, and the four agents race out into the corridor. "Let's split up. Holland, Burns, Reese, Carpenter - take the left and rendevouz with our boys," Fury says. "The rest of us are gonna see if we can find MODOK."

The group seperates, and Captain America heads towards the command center with Sharon Carter following and Nick Fury bringing up the rear. They come to a corridor and Cap motions for them to stop. "Firefight ahead. Be ready." He peers around the corner. "Let's go!" Cap yells. His shield held up to deflect any fire that comes their way, Cap dashes down the hall ten yards to the stairwell leading to the command center. Laser blasts streak down the hallway towards our heroes, but Cap's quick reflexes manage to deflect the more accurate shots. Sharon and Fury duck into the stairwell as Cap holds off the remaining fire. Luckily, the fighting has not yet reached the stairwell and they make it to the top, to emerge across the hall from one of the entrances to the command center. Just as they are about to enter, they are rocked by a huge explosion.

Fury and Sharon are knocked to the ground by the blast, but Captain America manages to retain his balance and opens the door to the command center. He sees the opposite side of the center has been blasted in and AIM troops are pooring in, attacking the AIM troops occupying the command center. MODOK lies on the floor trying to right himself after being stunned by the explosion. And then, through the smoke, Captain America sees a figure he had hoped to never see again.

"Do not even bother getting up, MODOK," the figure says. "Your days are numbered. AIM now rightfully belongs to me - the RED SKULL!"

Next Issue: What else could it be? Cap vs. the Red Skull vs. MODOK!