In a S.T.R.I.K.E. base, Nick Fury tells his British colleague Lance Hunter that he is tired of waiting and that he wants to track down the Red Skull all by himself. He prepares to run outside, but Lance Hunter stops him and reasons that he will never find him in a city of eight million people. The only chance they have is to wait for one of their agents to turn up a clue.
Meanwhile, Captain Britain and Captain America have made their way to London and they approach the warehouse where the think the Skull is hiding. They know time is of the essence, for if they don’t find and stop him before midnight, then the villain will destroy the entire city. Looking at the abandoned warehouse, though, Captain America’s confidence lowers, for he doesn’t believe that the Skull could be hiding there. He wonders if the criminal back at the hospital could have given them some wrong information, but Captain Britain doubts that as he was very persuasive during the interrogation.
Right then, Captain Britain spots two men sneaking in the warehouse’s rear entrance, which he points out as evidence for the place not being as abandoned as it looks. Not entirely convinced, Captain America agrees to check the place out, for they have no real other options left. Eventually, the two heroes make their way into the building but they no longer see the two men they have been following – only crates and boxes. Further investigating, the two Captains argue wether it could be possible or not that the Red Skull is so cunning to have his headquarters here, in a place so stereotyped that it would be overlooked.
Suddenly, a trapdoor opens beneath the two heroes and, as they fall, they realize that neither one’s powers are able to slow their descend or safe them from the impact. They needn’t have worried, though, as at the bottom of the pit they are falling into there is a large body of water. Diving in, Captain Britain looks around and, seeing no algae or fish, he deduces that they are in some sort of tank. He intends to swim back to the surface but finds himself pulled further downwards, just like Captain America. Before long, they emerge in a water basin, the Red Skull and his men awaiting them and having them surrounded. He congratulates the two heroes on their stamina, even though it has only bought them a few more hours of life.
As the two Captains step out of the water, the Skull continues that he allows to let them live so that they can witness the defeat of the entire nation, this “land of fools who have always resisted the indescribable joys of tyranny,” as he calls it. Unimpressed, the two Captains decide to attack, America’s shield and Britain’s force field being more than a match for everything the Skull’s men fire at them. In fact, the Red Skull even reprimands his men for striking, as he wants the two heroes alive. The Captains use the chance to continue the battle but their optimism is only short-lived. Yelling for them to stop fighting, the Red Skull presents his trump card – the tied up prime minister, at whom he points his weapon. The Skull orders the two heroes to surrender in order to save the politician’s life. Having no choice but to obey, Captain Britain and Captain America are led to a prison cell, along with the prime minister, to await their execution.
Meanwhile, in London, it’s business as usual until the newspaper hits the stands. The citizens are shocked to read about their prime minister having been kidnapped and that the Nazis seem to be behind it. They even begin to suspect each other of belonging to the Nazi organization. From a S.T.R.I.K.E. office, Lance Hunter and Nick Fury follow these events with concern – especially as the worst news, the one about the germ bomb threat, has yet to be released. Nick Fury is really fed up by now and asks for Hunter to allow him and S.H.I.E.L.D. into action, but the director of S.T.R.I.K.E. once more denies this request. He senses that Fury is tired and emotionally too involved to think straight, so he injects him with something to make Fury sleep. As he rams the syringe in Fury’s shoulder, Hunter apologizes but he really thinks this is for the best and, after a few hours of rest, Fury would be in top shape again.
Fury is carried to a bed and, although asleep, he still has no easy rest. Hearing Fury mumble in his sleep about the bomb’s danger, Hunter realizes that even sleep gives Fury no respite from his responsibilities and that, for men in their work, there is never any escape. Looking at his watch, Hunter reminds himself that he can’t worry about a single man now, not when the entire city is endangered and there only one hour remaining before the prime minister dies.
In a nightmare, Fury sees the clock turn twelve and he knows that it is too late. He looks around and finds London in ruins and a young girl searching for her mom, several dead people lying around.
At the docklands, one man calls for two policemen to help him. He claims to have seen them, hundreds of them. The officers try to calm the man down and ask him what he is talking about, which the agitated citizen answers, “Nazis – with uniforms and guns,” comparing it to World War II. He urges the policemen to call in the army but they don’t believe him. Thinking him drunk, the officers tell the man to go home and sleep it off.
Time is running out and, in the Red Skull’s base, the three captives are led out of their cell at gun point. They know that their lives now depend on the government’s decision wether to follow the Skull’s demands or not.
In the halls of the British parliament, Lance Hunter sums up the situation for the government. Either they surrender – to buy time to locate and engage the enemy, or they stand firm – sacrificing the prime minister’s life but showing the Skull that his ruthless ambitions are futile. The choice is theirs.
In the Red Skull’s base, the two Captains and the prime minister have been tied to poles, and the Skull’s men are ready to execute them. They are just waiting for the clock to turn six and the Red Skull to give the order.