Appearing in "Queen of the Werewolves!"
- Falcon / Falcon-Wolf (Sam Wilson) (Main story and flashback) (First appearance as Falcon-Wolf)
- Captain America (Steve Rogers)
- Nightshade (First appearance) (Apparent death)
- Yellow Claw
- Werewolves (Apparent death)
- "Sparky" (Apparent death)
- Numerous unnamed Werewolves (Apparent death)
- Peggy Carter (Mentioned)
- Sharon Carter (Mentioned)
- Yankees (Mentioned)
- Mr. Werner (Mentioned)
- Lord (Invoked)
Races and Species:
- Earthspace (Main story and flashback)
- Hell (Invoked)
- Heaven (Invoked)
Synopsis for "Queen of the Werewolves!"
A man dressed as Captain America is savagely attacked by a large number of werewolves; Nightshade calls them off at the last second. Elsewhere, the real Cap is rising motorcycles with Falcon, feeling joyful because everything seems right with the world. Cap has agreed to help the Falcon investigate a plea for help from the Falcon’s old friend Mel Lansing, imprisoned in Grimrock Prison.
Falcon and Cap infiltrate the old abandoned prison. Cap finds the torn shreds of a mask like his own, and then he is attacked by werewolves from the rafters. He fights them all off, and is then confronted by a young girl calling herself Deadly Nightshade, who says she has captured the Falcon. Cap reluctantly follows her, and Nigthshade locks him in a room with Falcon, who soon turns into a werewolf thanks to a serum from Nigthshade.
Forced to fight his friend, Cap uses his weight to bust open the door when Falcon-wolf launches himself against it. Disappointed, Nightshade says she’s blown it, and behind her, Yellow Claw agrees, and says he is withdrawing the funds he provided for her to develop her werewolf serum. The Claw leaves, just as Nick Fury leads a S.H.I.E.L.D. squad to capture him. Nightshade says she won’t be taken alive.
Elsewhere in the prison, Cap finally defeats Falcon-wolf with a blow to the neck. Nightshade’s other werewolves, together with a recovered Falcon-wolf, race to a high tower where Nightshade, wanting to go out in a blaze of glory, leaps off the top and orders her werewolves to follow suit. Cap desperately tries to stop Falcon-wolf from plunging over the edge, and to his relief, the rising sun changes him back into human form. Falcon bemoans the death of his friend Mel, whom Nightshade had dressed up as Captain America and let her werewolves kill as practice, but Cap and Nick Fury are more concerned that the Yellow Claw has returned.
- The Falcon notes Mel Lansing is a childhood friend in this story. However it is later revealed that he did not have any memories prior to his time on Exile Island in Captain America #117. The Falcon's origin is further detailed in Captain America #186. In that issue, it is revealed that the Falcon was altered by the Red Skull via the Cosmic Cube.
- No letters page is published this issue. In its place is a one page contains a full page ad for Vampire Tales.
- As seen on page one, this issue is Story#1446-Z.
- Nick Fury is depicted this issue in fur clad S.H.I.E.L.D. attire. Next issue he will be mistakenly shown in his traditional blue S.H.I.E.L.D. battle suit.
Links and References
- The Grand Comics Database: Captain America #164 
- First and only known appearance to date besides flashbacks
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