When M.O.D.O.K. returns, Iron Man and Captain America assemble to take down the big-headed villain. Plus, Iron Man reveals a big secret to those closest to him.

Near an island, Iron Man and Captain America emerge from under the sea within a forcefield. Immediately, they find themselves in a battle zone. A.I.M. personnel appear on skycycles, shooting them from every side. Automated guns appear upon the field, aiming their lasers. Iron Man takes care of the aerial unit, firing his repulsors to scatter the A.I.M. off. Captain America is hard pressed fighting the automated guns. Eventually, he turns the weapons upon themselves. He grabs a skycycle and accompanied by Iron Man, leaves the place.

Iron Man recounts how this all started. Sometime back, Captain America had stumbled upon a hidden A.I.M. base. He was more surprised to find Mentallo, a telepath in alliance with them. Mentallo said that his mind was connected to a telepathic amplifier, and soon demonstrated its performance. He amplified his powers many times, so that he could access the mind of every person on the planet, except of course Tony Stark’s. Tony’s wrist watch protected him from the mind suction, but it also transported his mind into the telepathic maelstrom. Soon, he had a showdown with Mentallo in the telepathic plane. He revealed himself to be Iron Man, but his telepathic repulsors hurt Mentallo, thus lobotomizing him in the real world. But Iron Man was not done yet. The limited time he had access to the telepathic plane, he removed the fact that “Tony Stark is Iron Man” from the memories of all the people of the world.

At the same time, Captain America remembers the conversations that they had a few hours back. Iron Man came to the Avengers Mansion and revealed himself to be Tony Stark. He confessed the mind-swipe technique that he had employed, but also put a solid reason behind it, saying that it was necessary because too many enemies had learned about his secret identity. Captain America had not taken it lightly. He saw it as an infringement upon personal rights. He and Tony had a verbal showdown. But a message from S.H.I.E.L.D. had interrupted their argument. They transmitted the picture of a DNA strand found in the crime site. Iron Man recognized it immediately, saying that it belonged to a friend of his, Dr. Mark Cushing. Immediately, they had set off for the A.I.M. base, only to be shot down in mid-air as they approached the island.

Elsewhere, inside another A.I.M. plant, not very far away, Modok sees the victory of Iron Man and Captain America. He orders his officers to send assault units to wipe out the superheroes, before they bungle his experiments and plans.

Captain America and Iron Man are much surprised when they travel to the heart of the island. Instead of an A.I.M. base, they find a handful of men and women waiting for them. One of them, named Jason, welcomes them to Zenith City. Iron Man has finally made it to Mark’s dream city. Jason tells them that there are ho A.I.M. soldiers here to fear.

Jason takes them to Mark Cushing’s chamber, and they find him dead and laid in a tube. Iron Man explains to Captain America that many years ago, Mark Cushing had worked with Tony Stark. He had discovered a cure for the physically challenged. Stark experimented it and told him that a subject would require constant injection of the serum to be fit. He did not permit Cushing to produce it and they parted ways.

Jason explains that a collective mind works to maintain the residents of the island. He shows them telepathically how Cushing bought this island many years ago. He injected the physically disabled residents with his serum and they transformed to physical and mental perfection. But after that, the A.I.M. had invaded the island. They had funded Dr Cushing secretly and his experiments had attracted their attention. They killed Cushing and altered the frequencies of the town spire, thus hypnotizing the people. They took away some of them for the Mentallo Project. But Captain America’s and Iron Man’s attack have freed them of the A.I.M. frequency and they have reverted to normal.

Elsewhere, Modok gets very angry with the two Avengers. He overrides the town spire’s frequencies and enslaves the residents again. He orders them to lash out against the duo. His officers inform him that they will be arriving at the island with reinforcements shortly.

Suddenly, the Avengers find themselves fighting the residents. They don’t fare very well, because they do not deliberately want to attack the citizens. The citizens combine their psionic abilities to generate a huge flaming form of Modok. He flings Iron Man into the sky and captures Captain America. But the Captain employs deceit and frees himself, while Iron Man vaporizes Modok’s form with his repulsors.

They go inside the control room and try to override the override circuit. Jason’s mental projection appears before them. He shows them an image of the advancing A.I.M. fleet. Captain America knows that the two of them cannot hold off the whole army. Iron Man tries a desperate measure. He tries to reverse the codes that Cushing had used to deliver the people from their disabilities. This will make the people useless to Modok’s mind control technique and will buy them time to call in S.H.I.E.L.D. and the Avengers. Jason cries out in despair, saying that he and his people have accepted their destinies and are not ready to live their miserable lives once more. Iron Man is almost out of energy. Before slumping to the ground, he requests Captain America to activate the negation codes, because not doing so will spell certain doom for the island. Captain knows the truth and activates the program. Jason’s projection disappears.

Later, the S.H.I.E.L.D. helps to transport the citizens away from the island. Captain America tells Tony that both of them overran their bounds in judging each other. They will forever be friends.

Afterwards, Tony calls Pepper and Happy to his bedroom. He shows them the Iron Man mask, and their memories return. But Tony senses a gesture, which makes him think that perhaps they are not pleased with the mind-swipe being applied upon them.