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Much of Captain America's past matches that of his Earth-616 counterpart; however recent insights into the past of the Captain America of Earth-9997 have been revealed by the studies made by X-51, Kyle Richmond, as well as Cap's own travels through Mar-Vell's Cloak (which was once owned by the hero of the same name).

At some point in his past, Cap was held prisoner of the Red Skull and an army of Neo-Nazis; during this encounter, the Red Skull claimed that Dr. Abraham Erskine was secretly a member of the Nazi Party. The Red Skull went on to explain that Adolf Hitler had funded scientists to work for the Allies, so that their discoveries would aid the Axis powers. The secret plan of the Nazis for the super-soldier project was to create a perfect Aryan race, and as such, they picked Steve Rogers, a scrawny young man with blond hair and blue eyes. Red Skull also went on to explain that the assassin that killed Erskine was originally meant to kill Rogers after his birth, and that Erskine's death was not intended.

The Red Skull's claims have not been substantiated, and could have possibly been used as mental torture.

Since then, the Red Skull and his followers began worshiping Captain America as Hitler's "one true son", and the Skull himself began attacking people in Cap's personal life whom the Skull deemed "impure" or "unworthy" of Cap.

At some point either prior to, or after the death of the Red Skull, Cap came into the possession of the Cosmic Cube once more. Knowing that he would be too tempted to use it, he turned it over to the only person he knew would not be tempted to use it, nor give it up to Cap no matter how much he begged for it: the Black Panther.

World Wide Mutation

At some point during the world wide mutation of humanity due to the release of Terrigen Mists into Earth's atmosphere, the Red Skull had tracked down and murdered Bernie Rosenthal, who was once the girlfriend of Captain America due to her brief association with Cap, and the Red Skull's belief that Captain America had to live up to Hitler's dream. The battle between Cap and the Red Skull following Bernie's death ended with Captain America decapitating the Red Skull with his shield. Following the Skull's death, Cap had vowed never to kill again. Soon after the Skull's death, Cap quit the Avengers because he felt that since he had killed the Red Skull out of revenge that his continued membership would taint their ranks. Not long after, all the Avengers (except the Vision) were murdered by the Absorbing Man in Washington, D.C.

As the world's population began to rapidly mutate and anarchy spread across the world, Cap joined up with S.H.I.E.L.D. around the time that world meat shortages began. Soon after his joining of S.H.I.E.L.D., members of its organization were succumbing to the alien Hydra (including the Falcon, Dum Dum Dugan, Sharon Carter, and She-Hulk among others).

When Norman Osborn bought his way into the White House, Captain America refused to serve under him or fight along with the Iron Avengers, a group of robots created by Tony Stark for Osborn to act as guardians of the United States and fight off the invasion of the alien Hydra.

Soon the S.H.I.E.L.D. Helicarrier was taken down by Hydra and S.H.I.E.L.D. director Nick Fury died in the crash. When Cap investigated the crashed helicarrier, he found a video on its main computer from Nick Fury warning that Osborn was behind the creation of the Hydra and that S.H.I.E.L.D. and Cap's friends were all targeted because Cap refused to work for Osborn.

Eventually, Cap returned to New York City and partnered up with Red Wing (Wyatt Wingfoot) and the Iron Avengers, finally working for Osborn, plotting to take him down, but it never came to pass.

Instead, during one of the Iron Avengers' routine sweeps through New York City to eliminate the Hydra hordes, Cap almost submitted to the members of Hydra's (all of whom were former friends of Cap) pleas to join the Hydra. When one of the Hydra approached with what appeared to be a cloth bearing the Punisher's old insignia but in red, Cap quickly rejected the Hydra's offer to join. After the Iron Avengers' seemingly eliminated the Hydra, Cap assumed that the symbol on the cloth was indication that the Red Skull had somehow returned.

Soon, Cap and Red Wing traveled to the fallen S.H.I.E.L.D. helicarrier to see if its computers could locate any other sign of this red skull insignia and found a large concentration of the image on the west coast. Cap and Red Wing then traveled to the west in one of S.H.I.E.L.D.'s flying cars.[citation needed]

In California, they found a large group of people (one of whom was Cap's old ally Marshall Maldoon) working under the banner, collecting fish from the ocean as a food source. This pillaging of the sea caught the attention of Namor, who attacked this group and he soon clashed with Iron Maiden. During the battle, he suddenly stopped and bowed down to their leader, who, to Cap's amazement was a teenage boy who went under the name of the Skull. It appeared that the Skull was able to make anyone in his vicinity his slave (it was later revealed that the Skull was in no way related to the Red Skull, but was really Benny Beckley, son of Comet Man. His powers were one of the many fail safes that was implemented into human DNA by the Celestials when they originally manipulated the human race, so at time when all humans had mutated, one of their number could control them all and they could better defend the planet from invaders).[citation needed]

Outraged by this form of slavery, Captain America and Red Wing confronted the Skull and demanded that he release the people that he controlled. The Skull found that Captain America was a laughing stock and took possession of Red Wing and had his masses attack Cap and drive him out of the vicinity. The Skull wanted Cap to be the only person free of his control, to mock the humbled hero.[citation needed]

Cap, without a cause decided to remain on the west coast until he was approached by the Daredevil (not Matthew Murdock, but a freak show performer) who wanted to join Cap's cause because he figured it was a surefire way to die (Daredevil's mutation made it impossible for him to die). While Cap and Daredevil followed the Skull's progression across the United States, Cap had sent ahead Daredevil's circus companions to New York City to find Scott Summers (formerly the X-Man, Cyclops) to train them to be the next X-Men.

Upon arriving in New York City, Cap and Daredevil located The Thing asking him to aid in rallying a counter army to stop the Skull from taking over the world. Using the tuning fork once belonging to the Inhuman royal pet named Lockjaw, Cap first approached Tony Stark to assist in battling the Skull. Stark insisted that his Iron Avengers would stop the army. However, the Iron Avengers were destroyed and as a result, President Osborn was assassinated by the Skull.

Cap traveled the world recruiting superhumans from around the globe to assist in battling the Skull. From Japan, he recruited Lord Sunfire and his Red Ronin army; Ka-Zar and Shanna the She-Devil from the Savage Land; from Russia, he recruited Czar Colossus, the Black Widow, the Crimson Dynamo and an army of Red Guardians; from Britain, King Britain, the Black Knight (secretly the son of Black Bolt), Dragon Man, and an army of Union Jacks, and finally Guardian and Sasquatch from Canada.

When Cap and his army traveled to Wakanda seeking aid from the Black Panther, Cap also asked to be given the Cosmic Cube for use against the Skull. The Black Panther refused to aid Cap and stated that should the Skull's army make their way to Wakanda, he would deal with the invaders on his own.

With his army, Cap returned to New York City and made an attack on the Skull and his army, and even with the added power of the Hulk and Bruce Banner, the Skull gained the upper hand by taking control of most of Cap's warriors. Even after his defeat, the Skull refused to possess Cap and had his troops beat Cap. Cap made one final desperate lunge at the Skull and just before he was killed by Marshall Maldoon, he was rescued by Spider-Man, who had finally decided to get involved in heroics once more in order to save his daughter, Venom, who was one of the Skull's slaves.

The two heroes returned to the Thing's loft where they regrouped with the Thing, and the X-Men, and they formulated a plan. After their first battle with the Skull, Cap had noticed that the Skull was unable to take control of the Hulk, and could only control the beast once he took control of Bruce Banner. Cap also realized that the Skull destroyed the Iron Avengers as opposed to taking control of them and realized that the Skull had no control over the mindless, and so employed the use of the Marvels (life-sized clay sculptures of many of Earth's heroes in their prime that were created and given life by Alicia Masters, the wife of the Thing).

With this new plan in place, Cap staged another attack against the Skull; as planned, the Skull was unable to take possession of the Marvels, which threw off his ability to counter attack. During the battle, Cap (covered in clay shaped like his former self) was able to sneak up behind the Skull. As the Skull believed that Cap was just another lifeless sculpture, he didn't think he was capable of stopping it until it was to late, and Cap was close enough to break the boy's neck.

With the death of the Skull, all those possessed by him were free; at that moment, the Celestials arrived on Earth to place their final judgment on the human race. While the Celestials first battled Tony Stark (who attacked in a giant robot built out of his factory, and was soon killed by the Celestials) and later Galactus (who was secretly Franklin Richards in his third tier of mutation, who believed himself to be Galactus), Cap left the battle in order to bury and provide a eulogy for the Skull, whom he dubbed "James" (after James Barnes, his first partner, Bucky) as he had not known the boy's name.

Sometime after the Celestials' defeat in New York harbor, Reed Richards had reconfigured most of the world's Vibranium beacons into "Human Torches" to burn the Terrigen Mists out of the Earth's atmosphere as the first step in attempting to reverse the world's mutation. Cap was selected to light the first of these torches in New York City.

Over the course of the next three years, the world went into chaos. The destruction of the Celestial Embryo in the center of the Earth caused the world's magnetic poles to shift, causing great ecological disasters; mutantcy blamed the Torches and was jealous of those who sought to take away their power. The artificial beings, Him and Her, gave birth to the reincarnation of Mar-Vell, and while Her was kidnapped, Reed Richards managed to get away with the young Mar-Vell and he was put under the care of Namor and Agatha Harkness.[citation needed]

Three Years Later

Three years later, Mar-Vell (who also existed in the land of the living as well as in the land of the dead, his incarnation in the land of the dead being empowered by the Enigma Force) summoned and enlisted the aid of Captain America in his quest to collect items of power. Mar-Vell planed to take these objects to potentially take away weapons of mass destruction from the masses. Additionally, these items would assist Mar-Vell in building a paradise for everyone to live in, defeat Death, and reconstruct the Cosmic Consciousness he once possessed.[citation needed]

Cap and Mar-Vell first located Tandy Bowen (formerly known as Dagger) and relieved her of the cloak she possessed (that once belonged to her partner named Cloak); Mar-Vell used this cloak to assist the two heroes in traveling to the different locations they need to go to find the items that Mar-Vell sought.[citation needed]

They next traveled to Dr. Strange's former Sanctum Sanctorum, searching for the Orb of Agamotto, and the books of Darkhold and Vishanti. There, they found it had been over run by the Mindless Ones. They also found Loki, who was in the process of redefining himself after learning that he wasn't really a god, but an alien manipulated by the Celestials, who was in the third tier of mutation. Loki informed them that they would find the books within the Siege Perilous in Britain and would learn the location of the Orb once they get there.[citation needed]

Arriving in Britain, they were aided by Captain Britain, Medusa and the new Black Bolt (the original's son) in entering the Siege Perilous. There they met Psylocke, Roma and Merlin, who gave Mar-Vell the Books of Vishanti and Darkhold. Merlin also gave Mar-Vell a piece of the Cosmic Consciousness. Merlin also informed them that the Orb of Agamotto was in Japan. Once outside of the Siege, the group noticed an angelic like being, that Cap claimed has been following them from New York City. Captain Britain, having seen it twice in his life before, identified the being as Death.

Cap and Mar-Vell then traveled to the Savage Land to collect Anti-Metal, where they were accompanied by Ka-Zar. The group of heroes went to Sentinel City and ask its ruler, Toad (whose only subject was Magneto, who he had reduced into a slave since the shifting of the Earth's poles somehow made the two of them trade powers) to grant them access to the portal to Limbo. The three heroes traveled through the portal into Limbo, where they were attacked by an army of Dire Wraiths. During the battle, they were aided by Rom the Space-Knight, who for reasons unknown, had traveled to Limbo to battle his arch-nemeses.

During the battle, the Wraiths backed off as Mephisto appeared, and the group noticed that Belasco (the supposed ruler of Limbo) was once again trapped in ice. Mephisto offered Captain America a deal: a glowing orb that would allow Cap to access Limbo and travel to any point in history or as a means of getting past Death. Cap refused the offer and swatted the glowing globe out of Mephisto's hand, striking the frozen Belasco and sending him back in time. With his apparent goal achieved, Mephisto left their presence and Mar-Vell and Cap collected the Anti-Metal they needed. Before they left, Rom offered Cap his blaster, which would transport any enemies they faced into Limbo.

The heroes next stop was in Japan, where they arrived just as the hero group Xen (led by Lord Sunfire) had fought off an army sent by the Tong of Creel. However, this wasn't before they murdered John Blaze and stole a piece of Creel. Cap was told that the Tong was after the pieces of the Absorbing Man, the being responsible for murdering the Avengers. When Xen contacted Reed Richards to inform them of this development, Reed finally told Cap the story of the Avengers' death. After the story was told, Cap was given the Orb of Agamotto by Wong, who was in Japan looking after the comatose body of Dr. Strange (whose astral form had been trapped in the realm of the dead since he was betrayed by Clea).

Next, Cap and Mar-Vell traveled to the base of the Hydra, where they were looking for Mar-Vell's old Nega-Bands. Rick Jones, the last person to have possessed them was a member of the Hydra; however, when they arrived, they noticed that Rick Jones only possessed one arm and that the Nega-Bands no longer contained any of their former power. When Cap could understand how the Hydras below could have survived when he saw them killed by the Skull's army, Mar-Vell explained that all members of Hydra were dead the moment they let the parasite take control of their bodies. In a fit of rage, Cap attacked the Hydra with Rom's blaster, banishing them all to Limbo. When Death appeared, Cap tried to banish it to Limbo as well, but all he succeeded in doing was causing the blaster to disintegrate.

Escaping Death, the two heroes traveled to Washington, D.C.; Cap was beginning to be affected by the cloak and began having visions of his past whenever he traveled into it. Mar-Vell was searching for Mason Harding to find the location of his dimension doorway. Finding Harding in D.C., he informed them that it could be found near Mount Rushmore.

Traveling there, they found a village at the top which was home to a number of inmates which were subjected to Harding's mad-bomb and believed themselves to be colonial Americans. Cap had aided these people in the past and helped them battle creatures that traveled out of the dimensional doorway that the inmates dubbed "The Night People." Cap and Mar-Vell found that the people were still plagued by these creatures and had taken to impaling them and putting them on display in the town proper.

The group of inmates found Cap and Mar-Vell and threatened them, accusing Cap of not being there to guarantee their pursuit of freedom and to be provided for. When the group won't accept Cap's response that they were responsible for their own success they attacked, forcing Mar-Vell to teleport him and Cap to safety.

They located the Dimensional Doorway, but were captured when they were in the process of collecting it and the two were shackled. Cap himself was shackled to cuffs that had razors in them. Cap freed himself even at the risk of cutting his wrists open and attacked his captors. He and Mar-Vell sought refuge in an old school house where they planned their next course of action. Mar-Vell used an emergency beacon given to him by Reed Richards to summon help, but the help would not arrive in time. Cap suggested they make a run for it, but before he could, Mar-Vell asked Cap to look into his eyes. Through Mar-Vell's eyes, Cap was revealed the "truth" and so he ran out with a decoy shield and doll that resembled Mar-Vell, while Mar-Vell remained behind in the schoolyard shielding himself.

Cap led the mob away from the town long enough for reinforcements to arrive; however he was shot to death in the process. His dying words were that he was glad that Death was actually after him, and not Mar-Vell. After Cap's death, he joined the other heroes in the Realm of the Dead, and in all appearances he appeared to be like all the others in that realm, believing that he was really alive and that everyone else who was alive was really dead, and would continue to exist through eternity reliving a life of constant battle.

After Death

In the aftermath of his death, Cap's body was buried in New York City, Mar-Vell took to wearing Cap's shield, and he continued his quest with the aid of Venom, the X-Men, the Hulk, Bruce Banner, and Thor.

Sometime later in the Realm of the Dead, while Mar-Vell's army of heroes were fighting against Death's armies, the entire group was convinced by Death that they were once more alive. This was instrumental to Mephisto and Death's victory over Mar-Vell as with one last item required (the Silver Surfer's Power Cosmic, which Mar-Vell was unable to collect as his counterpart in the land of the living was intangible at that moment), Captain America rallied all the heroes and villains in the Realm of the Dead in one final attack against Death and her armies to buy Mar-Vell more time.

As it turns out, before his death, Cap was given the knowledge he needed to remember that he was dead in the Realm of the Dead, and he was Mar-Vell's ace in the hole should anything go wrong. Cap's final attack gave Mar-Vell enough time to merge with the Power Cosmic, which revived him in the land of the dead. He then used the Cosmic Consciousness to reveal to Thanos that he was being manipulated by Death all this time and convinced him to use the Ultimate Nullifier to kill Death.

With Death destroyed, Mar-Vell began constructing his Paradise for all those in the Realm of the Dead who would admit the fact that they are dead and give them a Paradise world to live out their dreams in. Paradise was located in the heart of the Negative Zone's Anti-Matter sun.

Cap was among many of the dead who were transmuted into one of the Avenging Host, a league of "angels" selected by Mar-Vell to bring new souls to the realm of Paradise. Among many of the deceased that Cap was charged with bringing to Paradise were his own family (including a brother he never knew he had who passed away before he was even born), as well as Frank Castle (formerly the Punisher) and his family.[citation needed]

Cap couldn't find a way to try and explain to his parents that they were already dead and that Paradise awaited them, so he focused more of his time on convincing Frank Castle. However, when Jigsaw and the Jackal decided to return to the Realm of the Dead, they decided that they would spend their time torturing Frank Castle for killing them in the land of the living. This caused Frank to realize that he was dead and so he went on a shooting spree to try and prove to people (and his family, whom he frightened off from his lethal force used on Jigsaw and Jackal); Cap eventually intervened and took the two villains away.[citation needed]

Although the Avenging Host began to doubt Mar-Vell's omniscience and his goals, Cap was still determined to find a way to convince the people in the Realm of the Dead that they were all dead. He suddenly decided to use Benny Buckley (formally the Skull) to do so; this got him into a conflict with Thanos, who opposed Mar-Vell's plan. The two battled until 4-D Man (Kyle Richmond) appeared and showed the group that each person admitted to Paradise was given their own private fantasy world to live in.[citation needed]

Cap decided that it was best to fight Mar-Vell, and began freeing all those trapped in their own private worlds. Mar-Vell ordered his Kree army to take over Paradise as the next Kree colony, starting a war between the residents of Paradise and the Kree. During this battle, the Avenging Host located Mar-Vell within the sun that orbited over Paradise.[citation needed]

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Inside, they were all judged as impure by Mar-Vell and were all killed. However, with the arrival of Reed Richards, who eventually was given the Cosmic Consciousness by Mar-Vell and peace was once more restored to Paradise, Cap and the rest of the Avenging Host were restored to life.[citation needed]

Cap decided his ideal paradise with his family was already in the Realm of the Dead and returned there to live out the rest of eternity with them in happiness. Cap's place in the Avenging Host was then filled by Hawkeye.[citation needed]



Although past his prime, it is assumed that before his death, Cap's powers were the same as that of his Earth-616 counterpart, even in his old age his body was in peak physical shape.

As a member of the Avenging Host, Cap was given a number of supernatural powers. His wings enabled him to fly, he could change his shape (Cap always changed his shape into a human version of himself in different uniforms; it is unknown if Cap had the ability to change his form to resemble anyone else other than his former self); additionally, he was able to travel between the dimensions of the Land of the Dead, to Paradise, and from Paradise to the Anti-Matter Sun of the Negative Zone (although he was invisible to the people there). Cap could also awaken the latent memories of those in the Realm of the Dead with a single touch.



When he was alive, Cap wielded a shield similar to that of his Earth-616 counterpart. In the Realm of the Dead, Cap was armed with a shield similar to the one that he used during World War II. When Cap was transmutated into a member of the Avenging Host, he had an energy sword. The hilt of the sword was in the shape of a star and appeared to be composed of some form of energy. The properties of this sword and any abilities it may have had are unknown as Cap was never forced to use it as a weapon.


When he was alive, Cap traveled in a S.H.I.E.L.D. flying car; he later transported himself with the tuning fork that was once attached to the head of the Inhuman dog, Lockjaw. This device would teleport its user to any location they desired.

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