First appearance of Karla Sofen, who later becomes Moonstone.
Cover pencils by John Romita, inks by Frank Giacoia. "Mad-Flight!", script by Marv Wolfman, pencils by Frank Robbins, inks by D. Bruce Berry; Still puzzled over the current status of the Falcon, Steve Rogers goes to L.A.X. in the hopes of getting back to New York as quickly as possible; He uses his S.H.I.E.L.D. identity clearance to book passage on a private jet; Cap is startled to discover the entire airplane cabin is filled with thugs and criminals; Steve Rogers smuggles his shield on board without revealing his secret identity; As the plane takes off, Rogers discovers that the man coordinating the flight is his old foe, Doctor Faustus. Hostess snack cakes ad with the Hulk. 36 pgs., full color. Cover price $0.25.