Captain America (1st series) #339

Issue Date: 
March 1988
Story Title: 
America the Scorched!

Mark Gruenwald (Writer), Keiron Dwyer (Penciler) Tony DeZuniga (Inker), Jack Morelli (Letterer), Gregory Wright (Colorist), Marc Siry (Assistant Editor), Ralph Macchio (Editor), Tom DeFalco (Editor-in-Chief)

Brief Description: 

The Horseman of Apocalypse, Famine is ravaging farmland throughout the Mid-West, and it is not long before The Captain and his allies get word of this. After waking from another troublesome dream, the Captain leads the Falcon, D-Man and Nomad against the creature, unaware of exactly what or who she is, they battle valiantly, though both the Falcon and Nomad fall to her power, becoming so famished that they wish they were dead. While D-Man deals to Famine’s metal steed, The Captain takes Famine on, eventually overpowering her, however Famine and her horse are soon teleported away by Famine’s master - Apocalypse. Afterwards, the Falcon and Nomad are taken to hospital, while the Captain visits his friend Tony Stark, who gives him a new shield of his own, while hoping that will keep the Captain out of his business for sometime. Meanwhile, earlier, Johnny Walker - the new Captain America - and his side-kick the new Bucky have a brief run-in with three of the Freedom Force cronies, who boast that the X-Men are dead, before Johnny learns that something is tearing up the Mid-West. However, by the time Johnny and Bucky arrive, there is no sign of Famine, just the destruction she left behind, unaware that the original Captain America had defeated her some hours ago.

Full Summary: 

The Mid-West, where a hideous creature soars the daylight sky. Rising a metallic beast, her shriek is the sound of glass shards scraping brittle bone. Her eyes are shallow pools of slugs feasting on their own entrails. Her flesh is pallid parchment stretched across atrophied muscle and protruding skeleton. Her steed is a stainless steel monstrosity, born of locusts and dentists’ drills. Her hands are sickles cultivating blight. Her name is Famine and she has come to destroy America!

Evil power flows from her hands as she destroys everything beneath her - farmland withers away to nothing, cows collapse turned to dessicated husks. The horrid sight fills her with a grim glee - surely this is the purpose she was born for. Famine has galloped the Mid-Western skies for almost a day now, gouging her initials into the fertile fields of the Earth.

Suddenly, a farmer down below on a tractor notices her, ‘What in tarnation!’ he gasps while corn crumbles, wheat withers and barely blackens at her onslaught. And flesh - flesh shrivels, decays, erodes, as this farmer falls under the power of Famine. He is not the first farmer whose life Famine has harvested. He will not be the last. His name was Winslow Ferguson, and as he tumbles to the land he has worked for the last twenty-five years, he dies with its taste in his mouth.

Famine does not look back. Her mutant body nourished by unfathomable furies, she tramples on. She has acres and acres and acres to devastate. And each Horseman of Apocalypse, once loosed, must ride!

Meanwhile…Steve Rogers, formerly America’s finest hero, Captain America, now known as the Captain, is in the throes of a nightmare:

(In The Captain’s nightmare)

The chamber the Captain is in is cavernous and dark, full of dancing shadows and hollow echoes. The foe he fights is a giant in an immaculate grey three-piece-suit. The audience who watches is as still and silent as statuary on a tomb. The Captain is dressed as Captain America, and as he battles the giant bureaucrat, revisiting the scene of his greatest loss. A loss that gnaws at the center of his being.

‘That shield does not belong to you!’ the hollow-eyed bureaucrat exclaims as Cap holds it high. ’What!?’ Cap gasps, as it vanishes from where it is attached to his glove. ’I don’t know how you did that, Mister. But if you think stealing my shield makes me helpless - think again!’ cries Cap as he lunges at the bureaucrat, who suddenly declares ‘That uniform does not belong to you!’ Cap suddenly finds himself wearing nothing but star-spangled boxers, as, distracted, the bureaucrat swats him aside, telling him that he is a ridiculous posturing fool. ‘An embarrassment to your government and its ideals!’.

Cap lands hard against the side of the large desk where his audience sits, and the head statue speaks to him in measure whispers, ‘He’s right, Rogers…you can’t cut it anymore! You are washed up…a relic! Why don’t you just lie down and DIE?’ he exclaims. ‘No! I can still -’ begins Walker until he sees something lying on the floor beside him. ‘What’s this?’ he asks, realizing that it is another uniform. While Rogers tries to put the new, black uniform on, the bureaucrat warns him that he cannot disguise his disobedience.

Steve nearly has the new costume on, but the bureaucrat begins tangling him up in red tape while telling him that his battle has ended and that he cannot start over, and that his every move for the rest of his life will be snarled in red tape. Rogers cannot get the rest of his new uniform on and tells himself that the red tape feels like steel as he tries to escape from it. ‘Do your worst bureaucrat! Nothing is going to stop me from peeling off your mask, finding out who you really are!’ Rogers exclaims.

But as Steve begins pulling at the bureaucrat’s face, that of the President is revealed underneath. ‘What? Mr. President!’ a shocked Rogers exclaims. ‘Well…were you expecting maybe the Red Skull?’ the President asks, referring to Cap’s nemesis. But Steve believes it to be another mask, and begins tearing at the face again - which reveals his own face! ‘You can’t fight it, pal. You’re the one who got you into this mess!’ Steve tells himself. ‘And you’re the one foe you can’t beat!’ he adds, before Cap is fully covered in red tape, mummified, he falls to the ground. ‘Fellow Commissioners, there are no more loose ends to tie up!’.


‘A dream - !’ The Captain thinks to himself as he wakes aboard a small charter plane. Single seats line the edge of the cabin, and adjacent to Steve sits his ally Dennis Dunphy a.k.a. Demolition Man, or “D-Man” for short, who asks Steve if he is okay. ‘The way you were gasping and groaning, I thought…’ Dennis’ voice trails off. Cap replies that he was just having a bad dream, explaining that, since the Presidential Commission forced him to resign as Captain America, he has been having the same dream over and over. ‘Everything’s stripped away from me, and I cant get myself together again’ Steve explains.

D-Man smiles and replies that, although this is no consolation, as he is the newest super hero on the block, it is reassuring to know even living legends have nightmares and self-doubts. Steve smiles, and assures Dennis that behind the legend is a man just like anybody else. Steve adds that now he is starting all over, he realizes just how valuable his legend and reputation was to carrying out his mission. Dennis points out that if Steve had been able to tell the Las Vegas police who he really was, then they would have never have thrown them all in the slammer for helping nail those Serpent crooks. Steve agrees, and remarks that the authorities used to give him a lot of latitude in which to work.

Suddenly, Sam Wilson a.k.a. the Falcon, one of Steve’s dearest friends and staunchest allies, gets up from his seat and walks past the sleeping Jack Munroe and Priscilla Lyons a.k.a. Nomad and Vagabond, respectively, and asks Cap if that means he is thinking of standing up to the Commission for the crud they stuck him with and getting back what rightfully belongs to him? Steve apologizes to Sam and points out that the Commission has made their decision. ‘Let them live with. I know I can’ he assures his friend.

The Falcon rubs his head and wonders how he is ever going to be able to convince his friend how wrong-headed his attitude is. Sam knows that he only has a few more weeks to do so, because then he has to head back to his home turf. D-Man asks Cap if he wants to follow up on these Serpent guys, to which Steve replies that he does, as they have managed to elude him too many times now, so it is time for a reckoning. Cap tells his friends that if any of them want to get back to their own lives then feel free to, as he can take it from here.

The Falcon replies that he doesn’t, after all, what better way is there for as city slicker like him to spend his vacation than traipsing all around the country. Demolition Man assures Cap that there is nothing in the world he would rather do than hang around with him, and he believes that if Vagabond and Nomad were awake, that they would agree. ‘Okay then, after we recover our wheels -’ begins Cap, until he is interrupted by the pilot, who calls out to D-Man, informing him that something is coming in over the radio which might be of interest to him.

Steve and Dennis enter the cockpit and Steve takes the radio, listening, he then informs his associates that the transmission was something about someone poisoning farmland in the Mid-West. Cap turns to the pilot and asks him to plot a course to Kansas, to which the pilot replies that, for what D-Man is paying, he will fly them all to Timbuktu!

Meanwhile, at Fort George in Maryland, far beneath the innocuous Barracks #17. Powerful costumed agents of the United States government walk the corridors - in particular, the newly commissioned Captain America a.k.a. John Walker and his sidekick the new Bucky a.k.a. Lemar Hoskins. ‘What did I tell ya, Johnny? The man didn’t care how we handled that crackpot Professor Power, as long as we got the job done!’ Lemar exclaims. Johnny is about to say something in reply, when he wonders what all the racket is that he can hear.

Rounding the corner, Walker and Lemar almost bump into three members of Freedom Force. ‘I should’ve guessed the Blob and his cronies’ Walker remarks, before the new Bucky asks ‘What’s so funny, tubs?’ to the Blob. ‘Ain’t ya heard?’ the obese mutant replies, while his friends and long-time teammates Pyro and Avalanche grin beside him. ‘My old-time sparing partners, the excruciating X-Men, went off and got themselves killed! And I was there when it happened!’ the Blob begins laughing loudly once more. ‘This calls for a twenty keg salute!’ he boasts.

Lemar asks Johnny why he is so glum, ‘The X-Men were baddies, weren’t they?’ he remarks. ‘Anybody the Freedom Force hates must’ve had something going for them’ Walker replies, before he starts to say something else, an announcement comes over the loudspeaker, asking he and Bucky to report to the briefing room.

Shortly, Walker and Hoskins stand in front of an official and some soldiers, while an image of Famine can be seen on a monitor behind them. The official informs the heroes that he has another super-nut for them to take down, and motions to the monitor, informing them that as they speak, the suspected mutant is defoliating farmland across the Mid-West using technology or powers not yet identified. The official informs them that they will be briefed further en route and dismisses them. Walker and Lemar give each other a smile.

Meanwhile, hours pass as the skeletal Horseman tirelessly ravages the land. She has ridden alone, and no one has pursued or tried to stop her. Until now that is, as a couple of choppers arrive alongside her. The pilots radio to each other to match their speeds, before releasing heat seeker missiles. Famine however laughs at the attack, and halts mid-air, causing the choppers to fly past her, she eludes them with demonic ease, before following one of the choppers and using her steed to bite into its tail.

The pilot radios to his colleague, exclaiming that they have been hit, but it’s too late, as the chopper plummets to the ground, at the same time as the steed bites into the second chopper, which follows suit and also plunges to the ground. Famine’s bloodless lips twist themselves into a grimace as her pursuers impact with the molten earth below - the choppers were flying too low for their occupants to escape.

Suddenly though, a bird - not just any bird, the Falcon’s, err, falcon - Red-Wing squawks as it swoops down and begins clawing at Famine, while the Falcon himself soon drops down beside her, ‘End of the ride, psycho!’ he exclaims.

Two thousand feet above, the Captain, Demolition-Man and Nomad drop down from the plane with parachutes attached, and Steve points out that it looks like Sam has made contact, so with any luck, he can ground the maniac. An anxious D-Man remarks that he wishes they had time to land, as he has never skydived before! Nomad points out that if the Falcon cannot bring their foe down to the ground, then the rest of them are going to look pretty useless standing around like scarecrows in some farmer’s burnt-out cornfield. Steve replies that he has perfect confidence in the Falcon, to which D-Man asks if it isn’t time to pull their ripcords yet.

The Falcon grapples with Famine and remarks that she is a wiry one, before asking her to relax and let him to the driving as he tries to take the steed’s controls. The squeal which escapes Famine’s gritted teeth while struggling with the Falcon is that of a dog being run over by a car. But Sam Wilson does not flinch, instead, he feels Famine’s shriveling touch as she smacks his hand, unleashing her power upon him. ‘YEOW!’ and asks her what she did to him as he looks at his weakened hand.

Famine doesn’t answer, she just laughs - a laugh which is like the bite of a hacksaw. Determined, the Falcon wraps his hands around the back of Famine’s neck and in the process, prevents Famine from touching him with her deadly hands again. Activating his auxiliary jets, the Flacon soars upwards, brining Famine with him as he tells her to stop wiggling. ‘You break loose and you got a long way to fall!’ he points out.

The Captain, Nomad and Demolition Man safely land on the ground, and Cap motions up to the Falcon, exclaiming that he has got the enemy, unsure if it is a man or a woman. ‘Ground at last’ D-Man thinks to himself, while Nomad congratulates the Falcon. Discarding their parachutes, the trio rush to where it looks like the Falcon will land, and Nomad remarks that they might be able to rap this up quickly so he can get back to his chick, to which Demolition Man hopes his ally is right. ‘You saw what happened to those two choppers didn’t you?’ he exclaims, while Cap tells him to keep an eye on that flying horse, and asks Nomad to come with him to help give Sam some back-up.

As they approach the ground, Famine, who has been dangling limp thus far, suddenly twists, and smacks Sam in the face, causing him to drop her. The Horseman lands on the ground with a sharp slap, and before the Falcon can apprehend her again, she uses her powers on him once more, causing him to fall over with his stomach doubled up in knots as if he is hungry. Famine continues to bombard the Falcon with her evil energies while he lies there, moaning softly. The grass around him also falls to Famine’s vicious attack, until suddenly, a five pound steel alloy disc hurled with bone-breaking speed shatters Famine’s right ulna.

The horrid woman gulps down the pain and turns in the direction of the disc, just in time to evade a second projectile. Nomad tells his friends to look out, as their foe shoots some kind of energy out of her hands. The Captain points out that the Falcon is down, and announces that he will tend to him, while D-Man has his eyes firmly fixed on the metal steed above them which he knows is circling for a landing.

The Captain and Nomad both dodge the deadly woman’s blast, while the midafternoon air crackles with a blistering cascade of energy. Despite the pain, Famine is enjoying this. However, as Famine prepares to mount her metal steed again, she finds the Demolition Man has got there first. ‘Sorry, punker - the only place this refuge from a carousel is going is a junkyard!’ D-Man exclaims as he kicks Famine hard in the stomach. However, the metal horse seeks to do the same to Demolition Man, as they take to the air, the crazed steed begins bucking furiously, though the durable D-Man maintains a firm grasp.

Famine then returns her attention to the other men, confident that her steed will take care of itself, she fires a deadly blast at Nomad, who dodges it quickly, while the Captain picks up Sam, who wearily whispers that he is so weak, famished. Cap tells Sam to take it easy, and as Red-Wing hovers over head, rushes to safety.

Nomad tells himself that this skinny broad really toasted the Falcon with that hand-juice of hers, whatever it is, and continues to dodge her powerful attack. Nomad realizes that he has to keep his foe from blasting for a second so he can move in an retrieve his stun-discs. ‘Here’s you-know-what in you-know-where!’ Nomad exclaims as he picks up some dirt and throws it into Famine’s eyes, confusing the Horseman long enough for him to get in close, ‘Look you hungry bag-o-bones - have a knuckle sandwich!’ Nomad shouts as he punches Famine hard in the face, loosening two her teeth, thick coppery blood begins to ooze down Famine’s through, she gags as she wants to purge herself. Famine hit’s the ground and Nomad is able to retrieve his disc.

Above, Demolition Man tells himself that so long as he manages to hold on, the horse will not be able to sink its teeth into him, although he is not sure how long he can hang on for. Suddenly, Dennis gets an idea, and puts his augmented strength to good use by smashing his fists into the steed’s neck.

Down below, The Captain places the Flacon by a tractor, and Sam assures Steve that he will be okay, and urges Steve to go after that loony and stop her destruction, as that is more important. Steve realizes that Sam has lost about ten pounds and knows he needs urgent medical assistance, before telling Sam that he will be back as soon as he can. Cap knows that if this madwoman is not stopped, then she will cause a nation-wide food shortage, potentially affecting millions. He rips a piece of metal from the tractor, and knows that it is a poor substitute for his shield, but that it will have to do. He rushes back into battle, leaving the Falcon alone, Sam thinking to himself that his guts feels like it is on fire - and he wishes he was dead.

Nomad is knocked over by Famine when he is momentarily distracted, and he comments on how strong she is for her size. ‘Hold it there, lady!’ demands the Captain, his voice riveting, as it is the voice of one who is used to taking command. Famine pauses without meaning to - not even her dark master has such a compelling voice. While she engulfs Nomad in her evil power, The Captain asks her what she thinks she is accomplishing by despoiling the land robbing hard-working farmers of their livelihood, not to mention starving a nation.

Famine almost begins to answer the Captain, almost telling him how she abhors food and cannot swallow a single morsel without immediately regurgitating it. How her master - Apocalypse - found her and made her one of his four Horseman and bid her to destroy that which makes her stomach sick to her. But Famine doesn’t believe that the Captain would understand - only her master understands, and thus, she decides that the man with the commanding voice must wither, and blasts the Captain with her evil power. Steve holds up his makeshift shield, thinking to himself that for a moment he thought he had gotten through to her - no such luck though.

Cap decides that, when reason fails, there is always strength and force, and after he continues to block Famine’s attack, he lunges at her, ‘Okay, miss - your madness stops here!’ he commands, while, nearby, D-Man and the steed come crashing down to the ground. The Captain forces Famine to the ground and holds her hands out at either side of her body, while thinking to himself that it felt great to have a shield - any shield - as he hadn’t realized how empty he felt without one.

Suddenly, Famine speaks! ‘Get off me you bloated bag of flesh! The world is a mean, ugly place with nothing fit to eat! I must reap the rot men consume - I must cleanse the Earth of its foul vegetation and putrid meat!’ her horrid voice shrieks. ‘Talk about saddle sores’ D-Man thinks to himself as he stumbles about near the fallen steed. The Captain tells Famine that she must see a psychiatrist, when suddenly, she screams, ‘MASTER!’ and in a flash of green light, both she and her metal steed are teleported away.

The Captain frowns and tells Demolition Man that this is infuriating. ‘First the Serpents, now this woman. It seems everyone I fight these days uses teleportation!’ Steve then tells Dennis to fetch the Falcon, while he sees to Nomad. Rushing towards his friend, Cap remarks that he has confidence that both Falcon and Nomad will recover - but what about America he wonders. ‘Who can bind the wounds of the land? Feed her famished people now? What can I do - I who once styled myself a symbol of this land and people?’. Steve declares that the kinship he feels with America has not diminished in the least with his change in uniform.

Three hours later, Walker and Hoskins arrive in the area. Walker points out that the swath of destruction ends at this point, but that there is no sign of the person who caused it. ‘I just can’t figure it!’ he exclaims. His friend points out that you cannot win them all - and sometimes you can’t even fight them all, before suggesting they get out of here.

Two weeks later, Nomad and the Falcon are in Kansas City being treated for malnutrition, while D-Man has gone to Washington State to claim vehicles they left there. And, in the Los Angeles headquarters of Stark Enterprises, Steve Rogers has come to see one of his oldest colleagues and friends - Tony Stark a.k.a. Iron Man. The founding Avengers shake hands and Tony tells Steve that it is good to see him looking healthy. ‘The message you sent…it sounded so grim!’ Tony remarks, before repeating the message: ‘”Need help - and shield. Can you supply”?’.

Steven tells Tony that it is good to see him too, and apologizes for the mystery, before pointing out that things have been rather strange for him lately. Tony replies that he had heard from the Avengers that he was forced to give up being Captain America. ‘That’s right’ Steve replies, before assuring Tony that it is not going to stop him from fighting for his country, which is why he needs a new shield. ‘Can you help?’ he asks. Tony replies that he is always happy to help a friend, and suggests that go look at his new shield.

Steve informs Tony that he read in Newsweek that he had fired Iron Man as his corporate symbol, and asks what the story is there. ‘How can you fire your own alter ego?’ Cap asks. Tony apologizes to Steve and states that he cannot share that secret with anyone now. ‘But -!’ Steve begins to protest, to which Tony interrupts and suggests again that they go look at the new shield he made for him.

Soon, in a large chamber, Tony pulls a plane shield from a bag and explains that he uses this chamber to test out certain weapon systems of his armor, as the walls are made out of adamantium - as is Steve’s new shield. ‘It feels so good!’ Steve exclaims, smiling as he looks at his new shield, thinking to himself that nothing has the feel of his original shield, but that this is very close to it. Tony smiles and suggests Steve try it out, he goes to turn on the training dummies.

‘Ahhh…that reassuring weight against my forearm!’ Steve thinks to himself as he places the shield on his arm and takes off his trench coat, revealing his Captain costume underneath, deciding that, of all the things the Commission took from him, he misses his shield the most. Steve tosses the shield at one of the training dummies and tells himself that he suddenly feels whole again. The shield bounces onto another dummy, before heading back to Steve, who catches it with ease, while knowing that he will have the strength to beat all the odds against him. ‘I don’t think the nightmare I’ve been having will be back!’ Steve decides.

Tony approaches Steve and tells him to keep the shield on a sort-of permanent trial basis, with no charge. ‘But I couldn’t!’ Steve replies. ‘Nonsense’ Tony exclaims, pointing out that once word gets around that the shield was made here at Stark Enterprises, it will be the best publicity for his company in months. Steve smiles and holds his shield up, while Tony thinks to himself that he is now sure Steve will not interfere in his activities - even though his next mission will pit him against the U.S government!.

Characters Involved: 

The Captain / Steve Rogers

Captain America IV / John Walker

Bucky V


Nomad III



Red-Wing (Falcon’s falcon)

Tony Stark

Avalanche, Blob, Pyro (all Freedom Force)

Famine II (Horseman of Apocalypse)


Winslow Ferguson (Farmer)




In The Captain’s nightmare:

Steve Rogers

Members of the CSA (unseen)

Bureaucrat / The President / Steve Rogers

Story Notes: 

This issue is a Fall of the Mutants tie-in.

Steve Rogers was forced to resign as Captain America in Captain America (1st series) #323, and was replaced by Johnny Walker (Super-Patriot) the following issue.

The Captain et al were thrown in jail in Captain America (1st series) #338.

Walker fought Professor Power in Captain America (1st series) #338.

The X-Men “died” in Uncanny X-Men #227.

Autumn Rolfson became Famine in X-Factor (1st series) #12.

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