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Quote1 I am cleansing the weaknesses which threaten to destroy America... Eliminating discordant elements... Purifying her essence... and all that stuff! Quote2
Steven Rogers as The Grand Director[src]


Early Life[]

The man who would become the fourth official Captain America was born William Burnside in the year 1930. He was only eleven years old when the first Captain America was created in 1941. During World War II, he idolized Captain America, and was shocked to learn of the original's supposed death in 1945.[6]

William Burnside (Earth-616) from Young Men Vol 1 24 001

William Burnside as "Steve Rogers"

While the rest of the nation believed Captain America endured thanks to the likes of William Nasland and Jeff Mace taking up the mantle in the late 40s and early 50s, Burnside was not fooled by this deception.[10]

Burnside became obsessed with Captain America and studied the hero's history obsessively. As an adult he graduated university in 1952, Summa Cum Laude with a PhD in American history, having written his thesis on Captain America. In early 1953, Burnside wished to read about the history of Captain America from the Nazi point of view and flew to Germany to research Nazi documents about his idol. Searching the documents he came across Major Albrecht Kerfoot's diary which contained a copy of the Super-Soldier Serum within it. Surprised by this revelation, Burnside returned to the United States with the formula.

Returning to the United States, William presented his findings to the United States just as Jeff Mace had retired as Captain America. Burnside offered the formula to the government to create a new Captain America. The government was interested, deciding they needed a new symbol during the height of the Korean War, but William only agreed to give them the formula on one condition: That he be the next Captain America. In preparation for this, William legally changed his name to Steve Rogers, and underwent plastic surgery to both look and sound like the original Captain America.

New "Captain America"[]

However, Burnside's dreams were quashed when the Korean War came to an end and the United States lost interest in having a patriotic symbol like Captain America during sensitive times and ended the project.

As "Steve Rogers" Burnside fell back on his education and enrolled at the Lee School where he taught American history to the children. There he met student Jack Monroe who was just as avid a fan of Captain America, to the point where he even nicknamed himself Bucky. Finding a kindred spirit, the phony Steve Rogers confided in "Bucky" what he knew about the real Captain America, and Jack suggested that they become crime fighters anyway, even making "Steve" a costume, but Burnside refused to do so.[6] However some days later, the communist Red Skull and his minions stormed the UN Building and took the assembly hostage, convincing William that Captain America was needed again. He and Jack sped to the UN building to stop him.[5] There, "Steve" pulled out his version of the Super Soldier Serum and injected it into both he and Monroe and they both went into action as Captain America and Bucky for the first time.[6] The pair easily defeated the Red Skull in their premiere battle.[5] However, unknown to the new Captain America and Bucky at the time, the Super Soldier Serum they injected themselves was faulty as they did not expose themselves to Vita-Rays as the original Steve Rogers was, the repercussions of which would not be realized until months later.[6]

William Burnside (Earth-616) and Jack Monroe (Earth-616) from Young Men Vol 1 24 0001

As Captain America circa 1953

Captain America[]

Believed to be the original Captain America and Bucky, the two heroes found themselves welcomed by both law enforcement and government. They were asked by the military to travel to Las Vegas, Nevada to prevent a new experimental atomic bomb trigger from falling into communist hands, and prevented it from being taken by the Executioner.[11]

Shortly thereafter, US Senator Joseph McRooter was murdered by the Red Skull who then took his place. McRooter was part of the so-called communist witch-hunts of the era, and the Red Skull took advantage of this, and the new Captain America's unsanctioned activities to have Cap called to testify before a government commission, and was ordered to unmask but he refused. With the help of Betsy Ross, who worked with the previous men who were Captain America, provided Cap with proof that the men working with McRooter were formed Nazi war criminals. During the next day of his trail, Cap attacked McRooter and unmasked him as the Red Skull and easily defeated him.[12]

Next Captain America was contacted by Dr. Standish to give lectures about the dangers of communism. Cap and Bucky were unaware that Standish was really a communist spy seeking to inject Captain America with a drug that would make him a loyal communist. Deducing this, the Super Soldier Serum in Cap's body neutralized the drug and Cap played along with Standish, giving pro-communist lectures and even going so far as to destroy an American military base in Alaska to earn his trust and attacking Standish's leaders and sending them fleeing back to Russia.[13]

The Red Skull soon returned to trouble Captain America and Bucky again, this time capturing the pair and trying to force Cap into showing him the location of a secret government facility. Instead, Cap tricked the Red Skull's minions into crashing their truck and the Red Skull was seemingly slain in the crash.[14] However this Red Skull, like his predecessor, would prove hard to kill. By this time Burnside and Monroe had left the Lee School and enlisted in the army where they were reunited with Betsy Ross who was writing news stories about the base they worked at. Ross by this time was unimpressed by this new "Steve Rogers", but soon sought Captain America's help when she stood to face treason charges when she was accused of leaking government secrets. Captain America and Bucky revealed that it was really her photographer and editor who were the real communist spies, clearing Betsy's name.

Deployed to a neutral country courting both sides of the Cold War, "Rogers" and "Bucky" exposed a plot by the Secretary of War to try and discredit the American Embassy for his communist benefactors. Relocated to Indochina on their tour of duty, they learned that communist agents were drugging American prisoners of war and forcing them to make pro-communist radio broadcasts. As Captain America and Bucky the pair smashed this operation.[3] The pair were next relocated to Egypt where they were invited into the home of American loving millionaire Adu Bey, and as Captain America and Bucky exposed communist agents working out of Bey's family tomb.[15]

Returning to the United States, the pair investigated communist activities along shipping routes and exposed a ship captain as a communist agent smuggling supplies to communist spies in South Africa.[16] Returning home they stopped communist spies from forcing the inventor of a new atomic sub to give over his plans by threatening his blind son. In New York's Chinatown, the pair assisted Detective Wing in a search for the communist agent known as the Man With No Face who was blackmailing Chinese-Americans to send money back to communist China or their loved ones back home would face torture. Captain America clashed with the Man with No Face, learning that he was the detectives twin brother Philip. Preferring death over capture Philip Wing threw himself off a building to his death and Cap decided to keep his true identity a secret.[17] Due to their heroics, Captain America and Bucky were awarded the key to New York City by the mayor.[18] When news that North Korean prisoners of war were poisoning themselves to make America look bad, Captain America and Bucky traveled to Korea to administer an antidote and expose the plot.[17]

Stationed in Korea in their capacity in the military, "Steve Rogers" and "Bucky" were assigned to transport released prisoners of war home, including Tim Potter who unknown to them was drugged by his captors to weaken his courage. The pair sprang into action as Captain America and Bucky when they were attacked by gorilla forces but ended up being captured. Thankfully for them, Tim snapped out of drugged conditioning and helped rescue them.[19] While still in Korea, the pair failed to stop a communist spy from fleeing into China with a list of defectors from the Korean War. Sneaking into China as Captain America and Bucky, they recovered the list, apparently with the help of the mystical Green Dragon.

Returning Stateside, Captain America and Bucky came home to a parade in being thrown in their honor in New York City. The celebration was marred when the Russians sent their operative Electro to try and kill the two heroes. The pair overloaded Electro's powers seemingly killing the foe. When communist agent Chuck Blaine used his public notoriety to plant a bomb in the UN Building that threatened to destroy half of New York City. Captain America and Bucky forced a confession out of Blaine and disarmed the bombs before they could go off.[20] Not long after this, the Red Skull revived Electro and attacked the UN Building in an attempt to recover Adolf Hitler's strong box, which reportedly contained the plans to a secret weapon. Captain America and Bucky rushed to stop them, foiling the Red Skull and seemingly slaying Electro again.[21]

Ticking Time-Bomb[]

Shortly after this time, William Burnside was plucked out of time by the Mister Buda at the wishes of the modern era Jeff Mace, who was dying of terminal cancer and to whom the Buddha was granting a final wish. Mace's wish was to have one last great adventure with all the past Captain Americas, including Steve Rogers, who had been revived in the modern era, and William Nasland.

They were transported to the alternate reality of Earth-8206 where the All-Winners Squad failed to stop the evil android Adam-II. In this reality, Adam-II killed presidential candidate John F. Kennedy and took over the world. The four Captain America's where then tasked with saving this doomed world. Splitting up Mace paired with the original Steve Rogers, while Burnside was paired with Nasland. Burnside and Nasland decided to attack a human in a robot processing and conversion factory. Rescuing the humans from the robot guards, Burnside was surprised and repulsed to find out that the humans he just rescued were totally unfamiliar with the concept of freedom and justice.

Feeling they were not real Americans for not even having a base understanding about freedom, the increasingly unstable Burnside left them rather than trying to safeguard the freed humans from the remaining robots. Nasland felt all life should be protected and sought to educate the humans to the concepts of personal liberty. However, more robot guards attacked and killed Nasland and converted him and a freed human into robot drones. The robots later found Burnside and killed him as well, converting his body into a robotic cyborg who retained his original personality though repressed. Revived as a guard, Burnside was completely destroyed by Adam II when his original personality reasserted itself and he attempted to rebel.

Upon Mace's and Rogers' defeat and destruction of Adam II, Mister Buda eliminated the timeline and returned all four Captain Americas were restored to normal and returned to their own time, although Burnside retained no memories of these events.[22]

By 1955, Burnside as Captain America was widely accepted by the American public but operated without government backing. He soon became target of the witch hunts of anti-communist Senator McMurphy. At odds about McMurphy, Burnside began investigating him and learned that McMurphy was really a communist spy who was seeking to obtain a former Nazi weapon up for sale from an escaped Nazi war criminal which the United States was also seeking to purchase. With the help of CIA agent Nick Fury, Captain America prevented the weapon from falling into Russia's hands, however McMurphy fled back to Russia. Not willing to let the traitor escape, Captain America tracked McMurphy down and brought him back to the United States to pay for his treason.[23]

Reunited with Bucky, the two had grown increasingly unstable, developing paranoid schizophrenia as a result of the impure Super Soldier Serum running through their systems. The pair began seeing "communists" everywhere, in particular with racial minorities. The pair became so deranged they started attacking innocent African-Americans in Harlem and Watts. Eventually the United States government had to intervene, offering to give the pair medical treatment for their conditions. Refusing due to their growing paranoid, Captain America and Bucky tried to attack the government officials and were blasted into unconsciousness. The government then placed both Burnside and Monroe in cryogenic stasis where the pair remained for many decades.[6]

Brainwashed into the Grand Director[]

William Burnside (Earth-616) from Captain America Vol 1 231 0001

Burnside as the Grand Director

Burnside and Monroe were released later.[note 1] and re-captured by the now-active original Captain America and Rogers's then partner the Falcon, with help from Sharon Carter. Burnside and Monroe were re-inserted into suspended animation, until they were remanded into the custody of Doctor Faustus, who brainwashed Burnside into becoming the Grand Director, the leader of a neo-Nazi hate group called the National Force. After his defeat by Rogers and Daredevil, the Grand Director triggered a suicide device in his uniform, supposedly killing himself.[24]

Second Revival[]

It was later revealed that Burnside had survived his attempted suicide, though he sustained severe burns over much of his body, notably his torso where the flame bomb was activated. Burnside was kept in a catatonic state awaiting deployment if he could be successfully controlled after the murder of the original Rogers.[25] When revived as part of the original Red Skull's plan to use Sharon Carter's baby with Rogers, Burnside was released to attack and kill Barnes who had succeeded the now dead Rogers.[18]

Burnside learned that Barnes had killed Burnside's partner, Jack Monroe, and at the conditioning of Dr. Faustus, sought to kill Barnes in retribution for the murder of the former 1950's Bucky. Barnes tried to reason with Burnside and almost succeeded as he admitted his sorrow in actually killing Monroe. But due to a brain implant, Burnside was enraged to continue to seek Barnes' death rather than trying to come to some acceptance on the past misdeed while Barnes himself was mentally controlled.[26] He then ran away from the Skull but was unfortunately captured by his A.I.M. operatives. The Skull ordered that Burnside be secured so that Faustus can recondition him. However, unknown to him, Faustus had secretly betrayed the Skull to S.H.I.E.L.D..[7]

William Burnside (Earth-616) from Captain America Vol 5 42 0001

Burnside's turn as the "man out of time"

When S.H.I.E.L.D. attacked the Red Skull's base, Burnside escaped his bonds. He then punctured the current robot body of Doctor Zola, before escaping. 1950's Burnside spent time evaluating his place in the modern world as a a man out of time just as Rogers did when he was first revived. Unlike Rogers who was seeking to adapt to the modern time, Burnside was shown to wear period clothing including a large fedora and long double breasted coat suggesting that he would rather try to make the world adjust to him, believing that it didn't make sense to him as it back in his time.[27]

"Two Americas"[]

Feeling that the present-day United States had turned away from its core ideals and more honest basis as remembered during his own childhood, Burnside went on a exploration of the United States. Ending up his original home town of Boise, Idaho, he reflected on the current political and economic distress of the United States. Deciding that the current government turned away from its duties and had failed its citizens, he decided it was best to overthrow the government and restart a new one that would reflect his outdated and over-conservative ideals.[1]

Joining with the Watchdogs, a militant group of militiamen, Burnside began his rebellion.[citation needed] Burnside's actions were observed by S.H.I.E.L.D. Director Fury who asked Barnes to interceded rather than directly ask the revived World War II Rogers to face off against his 1950s successor. Barnes asked Sam Wilson to aid him on capturing Burnside and his Watchdog supporters. Barnes and Wilson found that Burnside was planning to make an open symbolic attack on the current government and the more liberal policies of the past administrations by destroying Hoover Dam.[citation needed]

Upon his confrontation with Barnes, Burnside recovered his own identity, demonstrated by Burnside changing his Captain America costume back from the World War II Rogers copy given to him by Faustus to a duplicate of his own original 1950s costume without the waist stripes on the back. He also forced Barnes to wear a copy of his own World War II Bucky costume.[citation needed]

William Burnside (Earth-616) and James Barnes (Earth-616) from Captain America Vol 1 605 0001

Burnside shot by Barnes

Failing to make Barnes switch to his point of view and overthrow the current government, Burnside directly fought against Barnes. But due to his own brute force boxing-influenced fighting style, Barnes was able to avoid most of Burnside's attacks. Barnes was able to catch Burnside's shield in flight and use it to disable the bomb on the Hoover Dam. However Burnside decided to directly arm the bomb in order to force Barnes into submission.[citation needed]

Barnes shot Burnside when he stated he would not stop in his plans to overthrow and reformat the "corrupt government". Burnside fell into the water below the dam. While Barnes believed that had he killed Burnside, his body was not publicly recovered.[4]

He was finally captured months later, but officially declared deceased and buried in Arlington along with the other Captain Americas. He was last seen undergoing intensive therapy in hopes of reinserting him into civilian life.[28]


Power Grid[32]
:Category:Power Grid/Fighting Skills/Experienced Fighter:Category:Power Grid/Energy Projection/None:Category:Power Grid/Durability/Enhanced:Category:Power Grid/Speed/Normal:Category:Power Grid/Strength/Superhuman (800 lbs-25 ton):Category:Power Grid/Intelligence/Normal


Super-Soldier Physiology: Burnside is a superb athlete, his physique having been enhanced by a recreation of Erskine's Super Soldier formula that Rogers received to bring him to peak human condition, although Burnside's version has exceeded that and given him actual superhuman strength, speed, and endurance as evidence by him soundly defeating Barnes when the two Captain Americas fought recently over Barnes' Bionic arm and the indestructible shield that has been shown to insulate Burnside and withstand blows from the Hulk at point black range. Burnside was able to pound Barnes into submission despite being behind that same shield with far more damage. The version of the Super-Soldier serum in his body is more effective than the one that Rogers had received, possibly due to the 2 extremely long periods of suspended animation that Burnside has endured.

  • Superhuman Strength: Captain America possesses superhuman strength, able to lift several times his own body weight. He is capable of lifting about over 1 ton.[29]
  • Superhuman Durability: Burnside levels of physical resistance are far superior to those of an olympic athlete.[29]
  • Superhuman Speed: He can run at speeds much greater than the finest olympic athlete.[29]
  • Superhuman Reflexes: Burnside's reflexes are superior to those of an olympic athlete.[29]
  • Superhuman Agility: 50's Cap's balance, flexibility, and bodily coordination are augmented to superhuman levels.[29]
  • Accelerated Healing: Due to the fact that his super-soldier serum made him superhuman (with the same abilities as Rogers), he can recover from physical harm faster than ordinary humans.
    • Longevity


  • Fighting Skills: Burnside is a trained boxer and capable fighter[29] but prefers to rely on brute force rather than grace avoidance which allows obviously superior skilled fighters such as Barnes to be able to hold their own with him despite the large difference in power and endurance that Burnside has to such skilled combatants.
James Barnes (Earth-616) and Steven Rogers (William Burnside) (Earth-616) from Captain America Vol 1 605 0002

Burnside/Rogers versus Barnes


  • Burnside possesses all of the weaknesses of a human male (sleep deprivation, fail on lack of air, food, etc.) though is able to resist them for far longer than average human levels.
  • The version of the Super Soldier Serum that Burnside received was either incomplete or inaccurate and adversely affected his mentality, causing paranoid schizophrenic delusions. Specifically, Burnside (irrationally) believes that the 1950s were best, that he is surrounded by communist enemies who are out to get him, and that he needs to act and start a revolution to return the U.S. to its old glory.
  • Burnside's recovery and healing factor is not as advanced though. He still has extreme burns throughout his entire body from his mind controlled attempted suicide though a large portion of the original burns have lessened.
  • Burnside has surgically subdermal implants in his head that can inspire a large imbalance in his brain that can be used against him as by Dr. Faustus. Presently, these implants remain in his body suggesting that Faustus could induce disruptions and wild emotional swings in Burnside at a later time unless Burnside has them removed from his body.



  • Shield: Burnside uses a shield patterned on the round one carried by Rogers and Mace. However, Burnside's original shield was constructed of enhanced titanium steel and hence was not virtually indestructible like his predecessor's though was able to resist higher impacts than regular steel. Burnside's current round shield is made of presently undisclosed material but due to it withstanding attacks from the indestructible shield and not breaking as did his original one during his earlier revival,[30] it's suggested that Burnside's current round shield is made out of true adamantium as it was able to withstand the same level of abuse as the indestructible shield. If Burnside's current shield is shown to have the rebounding/insulation factor then it would be made out of true Vibranium as was the shield Rogers used while in the role of The Captain, to explain it being able to adsorb the repeated high end attacks from the indestructible shield. Burnside is effective in using his shield with effective offensive and defense ability in a manner similar to both Rogers and Mace but is not as effective as either of them.
It has been suggested that following page(s):
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be merged into this article
Reason: unknown
Initiator: Copeinator123; Date: January 26, 2021 19:48:00


  1. The original Grand Director story happened during the 1970s in Captain America #153 and Captain America #156, but was later said to be more recent.
  • Created by Steve Englehart and artist Sal Buscema as Steve Rogers II in Captain America #153Captain America #156. Englehart has noted that the idea came from former Captain America writer and Marvel editor Roy Thomas.
  • Burnside was largely addressed as "Captain America of the 1950s" though Mace was Cap into the early 1950s as well.
  • Burnside has largely been listed as the fourth recognized Cap, though is the third officially US government sanctioned person to have the role of Captain America as the US Government created and controls the role, with Rogers being the first and Nasland the second. Though Mace was the second longest person to hold the role, Mace was never approved to take over the role by the government from Nasland when Nasland was killed.


  • While he is not above killing opponents to his world view, Burnside constantly tried to minimize killing such opponents to himself constantly stating such to the Watchdogs and trying to win over Barnes to his point of view.
  • In his youth, William Burnside was a badge wearing member of Captain America's fan club: The Sentinels of Liberty.[6]

See Also

Links and References


  1. 1.0 1.1 1.2 Captain America #602
  2. Captain America #231
  3. 3.0 3.1 Captain America #76
  4. 4.0 4.1 Captain America #605
  5. 5.0 5.1 5.2 Young Men #24
  6. 6.0 6.1 6.2 6.3 6.4 6.5 6.6 6.7 Captain America #155
  7. 7.0 7.1 Captain America (Vol. 5) #41
  8. Corrections of Official Handbook of the Marvel Universe: Golden Age 2004 #1 on
  9. Burnside possesses a Ph.D. in American History under his birth name. It was transferred to his legal name as shown when he became a teacher in the early 1950s. Burnside specialized in the American history and symbolism as related to his childhood idol, the World War II Steve Rogers. He also possessed advanced chemical formation abilities as he was able to use the recovered notes of the original Super-soldier serums he discovered into a working compound.
  10. Captain America #600
  11. Young Men #25
  12. Captain America: Red, White & Blue #1
  13. Young Men #26
  14. Young Men #27
  15. Men's Adventures #27
  16. Young Men #28
  17. 17.0 17.1 Captain America #77
  18. 18.0 18.1 Captain America (Vol. 5) #38
  19. Men's Adventures #28
  20. Captain America #78
  21. Captain America Annual #13
  22. Captain America Annual #6
  23. Captain America Theater of War: America First! #1
  24. Captain America #236
  25. Captain America (Vol. 5) #37
  26. Captain America (Vol. 5) #40
  27. Captain America (Vol. 5) #42
  28. Captain America (Vol. 6) #19
  29. 29.0 29.1 29.2 29.3 29.4 29.5 Official Handbook of the Marvel Universe A to Z #4
  30. Captain America #156
  31. Official Handbook of the Marvel Universe A to Z #4
  32. Official Handbook of the Marvel Universe: Golden Age 2004 Vol 1 1