Jameson decides to honor Captain America, hero of World War II. Upon hearing of this, the Red Skull decides to use the dedication ceremony as an opportunity to kidnap Captain America. As the Red Skull ambushes the Captain at the ceremony, Spidey attempts to help stop the Skull, but ends up inadvertently letting him escape with Captain America as a captive. Spidey ends up being blamed for the Captain's kidnapping by the assembled crowd. Facing increasing public hostility, Spidey decides to rescue Captain America by himself. He disguises himself as Captain America after a visit to a costume shop, and journey's to the Red Skull's castle stronghold in a rented plane with little resistance from his pilot. With Captain America as his captive, the Skull demonstrates a device created by his worker, Dr. Niemann, that is capable of mind transfer. He intends to swap minds with Captain America, and use his power to control the U.S., while Cap in the Skull's body is locked away forever. Spidey infiltrates the Skull's castle and does battle with his robotic guards. As the Red Skull begins to swap minds with Captain America, Spider-Man arrives and has to figure out a way of stopping the Skull's plan from succeeding.

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This episode was animated by Toei Doga in Japan. It was the first cartoon of many that they would animate for Marvel Productions, including episodes of Spider-Man And His Amazing Friends, Dungeons & Dragons, G.I. Joe, and The Transformers.

  - Other costumes seen in the window at "Stan's Costume Shop" are (from left to right): Iron Man, Black Bolt, Vision, Power Man, Phoenix, Thor and Storm.