Captain America [Steve Rogers]; Falcon [Sam Wilson]; Red Skull [Johann Schmidt] (villain); Cosmic Cube; AIM (villains); Modok (villain); Redwing; Sharon Carter [flashback cameo]
The Red Skull uses the Cosmic Cube to change bodies back with Captain America. Falcon realizes the man who he has been working with is Captain America. The Skull uses the Cube to toy with Cap and the Falcon during their battle. Elsewhere, MODOK activates his newly-created Catholite Block to disrupt the power of the Cosmic Cube. The Red Skull uses the remaining power of the Cube to disappear.