- I'm just tired -- alot on my mind.
Appearing in 1st story
- Agent 13
- Baron Zemo (Heinrich Zemo) (as a dream)
- Bucky (James Barnes) (in flashback and as a dream)
- Human Torch (Jim Hammond) (Main story and flashback)
- Mother Night (Death)
- Nick Fury
- Nomad (Jack Monroe)
- Sub-Mariner (Main story and flashback)
- Toro (Main story and flashback)
- Union Jack (Joseph Chapman)
- Winter Soldier
- A.I.D. Agents
- A.I.M. Agents
- S.H.I.E.L.D. Agents
- Agent Heinberg
- Charles de Gaulle (Main story and flashback)
Synopsis for 1st story
In London, Mother Night and members of A.I.D. plot to fulfill the Red Skull's wishes by detonating one of three firebomb weapons beneath a major metropolitan city.
Aboard a SHIELD sub-carrier, Nick Fury, Captain America and Agent-13 learn of the plot and fly towards London to prevent the disaster. Steve is tired, and harrowed – having suffered from numerous World War II flashbacks over the past several weeks.
In London, Union Jack and a team of British agents scour the underground tunnels. They come upon Mother Night and the A.I.D. agents, but it looks like someone else has gotten to them first. Mother Night and all of the agents are dead. What's worse, the WMD is missing. Cap traces the theft of the device back to A.I.D.'s parent organization A.I.M. He finds an A.I.M. hovership flying above London and attacks it. He causes the craft to crash and takes down the agents inside. After intense interrogation by S.H.I.E.L.D., the A.I.M. agents confess to stealing the WMD but insist that they had nothing to do with the death of Mother Night and the A.I.M. agents.
Back in Pittsburgh, Pennsylvania, Jack Monroe, the former hero known as Nomad drunkenly stumbles out of a bar. A mysterious figure steps out of the shadows and shoots Jack point blank in the chest. He then loads Jack's body into the trunk of a car.
- This issue is reprinted in Captain America: Winter Soldier (Volume 1).
- Although Nomad (Jack Monroe) dies in this issue, this is not his final appearance. Jack will be featured in a flashback story, which takes place in Comics: Captain America Vol 5 7.
- The flashback sequences from this issue take place in 1944. All flashback sequences are illustrated by Michael Lark (pages 5, 17-19).
- This issue contians a letters page, "Freedom of Speech". Letters are published from Robert Kirkman, Joe Casey, Jeb D., Frank Davis, and Derek Haller.
- Jack Monroe's bar is shown serving and advertising "Asgard Ale".
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- Discuss Captain America Vol 5 3 on the forums
- 3 Images from Captain America Vol 5 3
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