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Quote1.png He did it himself. With a kitchen knife and a steady right hand. A brand new face... to replace the one his father had given him. Quote2.png
Nick Fury

Appearing in "The Next Generation - Part Two (of Six)"

Featured Characters:

Supporting Characters:


Other Characters:

Races and Species:

  • Humans (Main story and flashback)





Synopsis for "The Next Generation - Part Two (of Six)"

In February 1945, Captain America (whose on leave) meets Gail Richards in her family's home. Gail is impressed with Rogers' costume, and the two make love...

Four months later, Gail is an government office and is announced by the leading doctor that she is pregnant. The doctor states that given Captain America's reputation it is consider the best that she is put into a safehouse and will be paid handsomely for it. But also for a "rational" reason, Gail's baby must be put up for adoption.

In the present, Hawkeye tries to convince Captain America that the Red Skull was lying, but Cap disagrees and abandons the team, attacking S.H.I.E.L.D. agents in the process.

At the Triskelion Nick Fury confirms to Hawkeye and Carol Danvers that the Red Skull is in fact the illegitimate son of Captain America and Gail Richards. It is further revealed that shortly after his birth, the boy who would eventually become the Red Skull was taken by government officials and raised at a secret facility where he, having inherited the abilities of his father, was trained to become Super Soldier. However, his captivity cause him to be very resentful and eventually rebelled and escaped the facility after killing 247 people and carving the skin off of his own face in order to "replace the one his father had given him." Fury suggests that Carol Danvers activate "Project Avengers" and recruits a team of super humans to find Captain America.

Meanwhile, James Barnes and his wife Gail Richards are put into protective custody because of Steven Rogers. Barnes protest with this sudden event, but Gail convinces him to comply.

Somewhere in a government facility, Captain America browse through the facility's computers discovering the truth about the Red Skull. Soldiers barge into where Rogers is and are then dispatched by him.

At Stark Global Solutions in Singapore, a "Mister" Stark is called by "New" Black Widow, informing him that he is called for active duty in Project Avengers. Stark tells her to called him Doctor Stark as Mister Stark reminds him of his little brother.

Solicit Synopsis

ENTER THE RED SKULL! Reeling over his near-fatal encounter with the Skull, Captain America takes matters into his own hands in pursuit of his terrifying new adversary and his terrorist employers! Meanwhile, Nick Fury reveals the horrifying truth behind the Red Skull and kick-starts Project Avengers in earnest with the arrival of Gregory Stark, Tony’s older, richer and smarter brother! Join MARK MILLAR (ULTIMATES) and CARLOS PACHECO (X-MEN) for the next pulse-pounding issue of the biggest, baddest book of the summer!


  • Even though the cover titles this issue as "Ultimate Avengers 3 Vol 1 1", the Indicia lists this as "Ultimate Avengers Vol 1 13"

Chronology Notes

A flashback in this story affects the chronology of the following characters:

See Also

Links and References


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