Real Name: Inapplicable
Identity/Class: Android (Post-World War II to modern era)
Occupation: Would-be conqueror of humanity
Group Membership: None
Affiliations: Christy Hayden, Phineas T. Horton android, General Matheson, android followers & drones
Enemies: All-Winners Squad (Bucky/Fred Davis, Captain America/William Nasland, Human Torch/Jim Hammond, Miss America, Sub-Mariner, Whizzer/Bob Frank), Avengers, Captain America (Steve Rogers), Phineas T. Horton, Jack Kennedy, William Nasland III, Patriot (Jeff Mace)
Known Relatives: Phineas T. Horton (creator), Gremlin, Human Torch (Jim Hammond), Vision, Volton (all "brothers"), all his android creations (considered "children" by Adam; see affiliations), drones (considered "grandchildren" by Adam)
Aliases: Adam III, Captain America, Steve Rogers
Base of Operations: Fort Stone, U.S. Military Special Drone Warfare Center;
formerly Pentagon-Operated Advanced and Alien Technologies Reverse-Engineering Facility in Hoboken, New Jersey;
formerly Phineas T. Horton's home in Boston, Massachusetts
First Appearance: What If I#4 (August, 1977)
Powers/Abilities: Adam III possessed a vast amount of superhuman abilities due to his artificial cells. Due to modern computational advancements he could interface with each cell in his body. Each cell functioned as its own chemical computer he was able to reprogram and control at will. His many superhuman abilities included, but were presumably not limited to, superhuman durability by reinforcing his surface tissue, enhanced strength and endurance, repair controls to fix damages to his body, shapeshifting, enveloping himself in fiery plasma, flying at speeds of at least 350mph, shooting energy blasts of various kinds from his hands and exhaling any kind of gas including neurotoxic gasses in small unnoticeable doses or as an instantaneous cloud from his mouth. He could also gain control over other androids by hacking them with a mere touch.
Adam-II's original boy possessed enhanced strength, endurance and durability due to his synthetic construction.
In case his original body was damaged beyond repair his whole program was preserved in a spherical black box hidden at the base of his skull in the cervical spine, which would activate itself and rewrite the programming of the first suitable host coming in range of its signal.
History: (What If I#4 (fb) - BTS) - Seeking to duplicate the success of his first android, the Human Torch, Phineas T. Horton created a new synthetic android, Adam-II. However, Adam-II proved to have goals for world conquest, and took Horton prisoner, replacing him with an android duplicate while he began to construct an army of androids. During his time as Adam-II's prisoner, Horton learned that Adam-II planned to replace an American politician with an android.
(What If I#4) - In 1946, when the Human Torch and Toro came to visit Horton, they were confronted by the imposter, and when the Torch recognized it as a fake they melted it down. Adam-II then revealed himself to them, declaring his goal of conquering the Earth and repopulating the globe with an android population. Adam-II offered the Torch a place with him, but the Torch refused, and fought Adam-II's androids with Toro. When they tried to melt through a wall they thought Adam-II was hiding behind, it turned out to be a vat of water, and their flames were snuffed out.
<October 4th, 1946> Adam-II placed the Torch, Toro and Horton inside of a water tank and began to fill it with water to eliminate them all, but they were saved by the Patriot and alerted their allies in the All-Winners Squad. Adam-II brought an android duplicate of Jack Kennedy to the site of a rally in Boston for the real Kennedy, but Captain America and Bucky found Adam-II and the imposter first, and fought back against his androids. Captain America fled to the Old North Church to signal his teammates, but one of the androids caught up to him as he was sending his flare. The android crushed his ribs from behind, but Captain America managed to destroy it with his flare gun, then light a flare for his allies before dying.
The rest of the All-Winners Squad caught up to Adam-II, and he used his androids to hold them back while he attempted to abduct Kennedy, but Captain America suddenly appeared to defend Kennedy. As he had received an electronic signal from his android at the church, Adam-II was shocked to see the Captain alive, not realizing it was the Patriot now wearing the uniform. Adam-II attempted to run the Captain down with Kennedy's car, but the car skidded on a pool of oil from Adam-II's smashed lackeys, and he veered out-of-control, smashed into a building, and perished in the resulting explosion.
(Captain America and Bucky#625 (fb) - BTS) - Adam-II's program popped up a few times over the years. In the modern era the Avengers smashed him up. His remains were passed into S.H.I.E.L.D. custody and later the Pentagon-Operated Advanced and Alien Technologies Reverse-Engineering Facility in Hoboken, New Jersey.
(Captain America and Bucky#626) - Adam-II's remains were brought to Steve Rogers, Jim Hammond and William Nasland III at the reverse-engineering facility. While Cap was called away to deal with a Bucky android attacking Downtown Manhattan, Hammond and Nasland had a look at the inert Adam-II. During their examination Nasland found a spherical device attached to the base of Adam-II's skull and hidden inside the spine. William assumed it could be like a black box when he started hearing a voice coming from the suddenly active device. The device caused Hammond to lose control over his flame-powers (his firewall resisted the program of Adam-II). He told Nasland to shut it off quickly, but Nasland's stare was fixated on the device and had his program overwritten by Adam-II's program. When Jim Hammond tried to destroy the spherical object he was attacked by Nasland, who now called himself Adam III.
(Captain America and Bucky#627) - Adam III gloated about his resurrection to Jim Hammond and offered to shut off the signal, which made Hammond lose control over his powers so he and Hammond could form an alliance. Hammond didn't take the offer, remained hostile to Adam III and only wanted to know what he had done to Nasland, whom Adam III revealed to have always been an android created by Adam-II's children. Adam III ultimately had enough of Hammond's attack and rebooted Hammond to activated his self-destruct sequence. Adam III then flew to the warehouse where Captain America was fighting Bucky and Captain America androids. He was disappointed the androids had not been able to kill Captain America, but then reveled in the possibility to kill his second Captain America with his own hands. During his battle with Captain America Adam III revealed General Matheson was one of his creations and had created William Nasland III as the perfect vessel for his program. He knocked out Captain America then decided to use his power and influence to conquer the world by shapeshifting into Captain America's likeness.
(Captain America and Bucky#628 (fb) - BTS) - Adam III placed Captain America in a stasis container and took him to Fort Stone.
(Captain America and Bucky#628) - As Captain America Adam III arrived at Fort Stone and was led to General Matheson by a private. Matheson dismissed the private and told him to make sure he and Captain America were not disturbed. Matheson kneeled before Adam III, feeling humbled by the presence of his creator. Adam III complimented Matheson for all he had accomplished and for aiding in his return. Matheson showed Captain America around the base and they passed tubes with androids inside. Matheson offered to begin replicating new children on Adam III's order, but Adam III spoke out against it because he planned to add the abilities of the likes of Captain America to his and Matheson's pseudo-biological systems first to outpace the human race. They arrived in a facility filled with drones. Matheson told a private to tell everybody to stay clear of this facility. When the private was gone Adam III activated the drones and updated their programming to turn them into killing machines with a mere touch. Matheson directed Adam III to the control room where he would be able to direct his new programming for his drones to all bases where they were stationed at to create an army to destroy humanity. Adam III knew Steve Rogers' biometrics would provide him the clearance to issue the orders to update the drones throughout the world. A moment later the Human Torch and Fred Davis arrived with the real Captain America, who was found by them. Adam III sent the drones against them while he climbed up to the control room. Captain America made his way up to the control room as well while the Human Torch kept fighting the drones. Adam III, who admitted he had kept part of Will Nasland III's programming as a reference into the modern world, told Captain America how much it satisfied him to have taken over Captain America's role and would now use it to destroy humanity. Captain America was unable to break through the control room's security glass and was forced to watch Adam III connect himself to the network. He vowed to delete Will Nasland III as soon as he had outlived his usefulness while Cap tried to speak to the Nasland portion inside Adam III. At the last moment Will Nasland III regained some control over his body and stopped Adam III from completing his plan. The defense protocols inside the control room activated when Adam III failed to verify his authorization. He was destroyed by the defense systems.
(Captain America and Bucky#628 - BTS) - While Matheson's drone program was frozen by the Department of Defense, Captain America and the Human Torch searched for any remaining traces of Adam III.
Comments: Created by Roy Thomas, Frank Robbins and Frank Springer.
What If I#4 is the only What If story (so far) which occurs entirely on Earth-616. The story was published in What If for a variety of reasons-- there was no room for it in that year's Invaders Annual, the Invaders series itself was unlikely to reach 1946 in its publishing history (and it didn't), and the story originally meant for What If I#4 was running late.
The All-Winners Squad's only 1940's appearances were in All-Winners Comics#19 and #21. There was no All-Winners Comics#20 (it is believed that All-Teen Comics#20 replaced it), so Roy Thomas introduced the Adam-II adventure as being set between the two adventures to serve as the "lost" issue #20 tale.
Adam-II's red skin reminds one of the Human Torch's diverged self, the Vision.
In the world of Earth-8206, Adam-II triumphed over an All-Winners Squad who had been deprived of Captain America, only to be eventually overthrown by four Captain Americas from Earth-616. The Adam-II of that world had the ability to shoot energy blasts from his hand, which the Earth-616 Adam-II never demonstrated.
The minor problems IMHO with the Captain America and Bucky storyline from 2012. The All-Winners Squad were called the Invaders in flashbacks, Nasland was constantly spelled Naslund and the story references a previously unknown battle between Adam-II and the Avengers. Aside from that it was nice to see a sequel to this storyline in the modern era.
According to Captain America and Bucky#627 Nasland died on October 4th, 1946.
Adam-II received an entry in the All-New Official Handbook of the Marvel Universe Update#2.
Profile by Prime Eternal. Update by Markus Raymond (Captain America and Bucky issues).
Adam-II should not be confused with:
General Matheson has no known connection to:
William Nasland III is connected, but should not be confused with:
(What If I#4) - Adam-II constructed his own androids based on his understanding of Phineas T. Horton's work, but gave them no names, nor the ability to speak (but they could communicate with Adam-II cybernetically). Virtually bereft of individual thought, they were employed by Adam-II against the All-Winners Squad, and one of them was responsible for killing the William Nasland Captain America by crushing his chest. All of the androids Adam-II was known to employ were destroyed by the All-Winners Squad.
The androids were composed of a rubbery material, and possessed enhanced strength.
(Captain America and Bucky#627 (fb) ) - With Nasland's murderer on a slab in front of him Fred Davis got into a verbal confrontation with Jim Hammond over their friend's death because Jim Hammond couldn't protect Nasland.
(Captain America and Bucky#625) - In the modern era one of the androids attacked Fred Davis during a speech for veterans of Pearl Harbor at a Veterans Center. Steve Rogers, who was present as well, took down the android. Davis ended up in the Veterans' Memorial Hospital.
(Captain America and Bucky#625) - An android with Bucky's appearance was activated in Warehouse 13. Armed with a machine gun he was released upon New York City.
(Captain America and Bucky#626) - The Bucky android attacked Downtown Manhattan. His attack made the news and lured Captain America away from the Pentagon-operated Advanced and Alien Technologies Reverse-Engineering Facility where Adam-II's remains were stored. After Sharon Carter called Steve about the attack he immediately left for New York City to deal with the attacker, who was calling him out. When Captain America arrived the Bucky android avoided his attacks, then lured Cap to Warehouse 13 where Cap found himself surrounded by several Captain America androids.
(Captain America and Bucky#627) - Captain America fought the Bucky and Captain America androids at Warehouse 13, but he managed to destroy them all with the Bucky android being taken down last in front of Adam III.
(Captain America and Bucky#628) - At Fort Stone Adam III and General Matheson passed through a room filled with unfinished androids. Matheson asked Adam III if he should replicate new children for him already, but Adam III declined the offer.
--What If I#4 (What If I#4, Captain America and Bucky#627 (fb), Captain America and Bucky#625-628
(Captain America and Bucky#628 (fb) - BTS) - For decades General Matheson was instrumental in the production of unmanned drones at Fort Stone, the U.S. Military's Special Drone Warfare Center.
Eventually drones produced at Fort Stone were placed in every U.S. base across the globe.
(Captain America and Bucky#628) - Matheson showed Adam III, posing as Captain America, the drones at Fort Stone and told them drones across the globe were waiting for Adam III's orders. Adam III activated and updated their programming to for their true purpose to kill humans. He was eager to to make his way to the control room at Fort Stone to issue an order as Captain America to upgrade all drones across the globe with the update to turn the drones into his deadly fleet against humanity, but Captain America, Human Torch and Fred Davis arrived to stop him. Adam III sent Fort Stone's drones against them, but Captain America and the Human Torch fought them off. While the Human Torch took care of the remaining drones Captain America made his way up to the control room to stop Adam III from going through with his plan to upgrade the drones across the globe. Captain America managed to persuade the William Nasland III program inside Adam III's body to thwart Adam III's plan, who was then destroyed by the security systems when he was unable to verify his authorization.
--Captain America and Bucky#628
(Captain America and Bucky#627 (fb) - BTS) - The android Christy Hayden was also known as Child C0014. She secretly worked for fellow android General Matheson and was employed at the Veterans' Memorial Hospital.
(Captain America and Bucky#626) - With a lethal injection in her hand Nurse Hayden was lurking behind Fred Davis, who tried to find out more about William Nasland III, and called Jim Hammond to gain access to some of Nasland's surprisingly classified information.
(Captain America and Bucky#627) - At the last moment Davis saw Hayden in the mirror and managed to avoid the lethal injection. When he dropped to the ground Hayden accidentally injected herself with the poison, which proved even lethal to her android body. After her death her right eye's lens fell off and Davis realized she was actually an android.
--Captain America and Bucky#626 ([Captain America and Bucky#627 (fb)], 626-627
Adam-II constructed an android duplicate of Phineas T. Horton to masquerade as his creator while he attempted to kill the real Horton, but when the android confronted the Human Torch and Toro, the Torch realized he was a fake, and they melted the artificial skin off his body.
--What If I#4
(Captain America and Bucky#627 (fb) - BTS) - Matheson was an android duplicate created by Adam-II. He successfully rose through the ranks of the military, gaining access to the military's technological research programs, which provided him with the tools to resurrect his creator.
(Captain America and Bucky#625 (fb) - BTS) - General Matheson commanded Pentagon's Primary Drone Warfare R&D Operation.
(Captain America and Bucky#628 (fb) - BTS) - Due to Adam-II's foresight Matheson was there to shape drone warfare technology from the beginning. The drones developed under Matheson's command were positioned in every U.S. military base across the world.
(Captain America and Bucky#627 (fb) - BTS) - Using modern technology Matheson created the ultimate android, who was programmed to believe himself to be William Nasland III, the grandson of William Nasland, the successor of Steve Rogers as Captain America in World War II.
When Norman Osborn took over S.H.I.E.L.D. and inventoried their records General Matheson finally found a record of Adam-II's whereabouts and set plans into motion to resurrect his creator.
(Captain America and Bucky#625 (fb) - BTS) - Captain America knew Matheson from several briefings they had together in recent times.
(Captain America and Bucky#627 (fb) - BTS) - Matheson sent one of Adam-II's eldest creations to attack Fred Davis, starting a chain reaction that led to the unwitting William Nasland III recover Adam-II's program.
(Captain America and Bucky#625 - BTS) - Rogers contacted Matheson, who cleared William Nasland III to help in the investigation of the android attack on Fred Davis.
(Captain America and Bucky#627) - At Fort Stone Matheson looked at his computer and learned of Nurse Hayden's termination. Moments later a female lieutenant entered his office and Matheson asked her on an update on Nasland, but she had not heard from him since he left to examine Adam-II's remains. She then informed Matheson about one of the division's old warehouses going online without any recorded order. Matheson informed her the activity at the warehouse was none of her concern.
(Captain America and Bucky#628) - Matheson welcomed Adam III, posing as Captain America, at Fort Stone, dismissed the private, who brought Cap in and asked him to make sure he and Cap were not disturbed. Matheson kneeled after the private left and felt honored that his creator had returned. Adam III thanked Matheson for aiding in his return and for all he had accomplished. Matheson then gave Adam III a tour through Fort Stone. Passing through a room with deactivated androids Matheson told Adam III how he had kept this project and the creation of Adam III's new body secret. He asked Adam III if he should begin replicating more children, but Adam III rather wanted to upgrade his and Matheson's bodies with the abilities of the likes of Captain America to outpace the human race. Matheson and Adam III reached the storage facility for the drones and Matheson told a sergeant to keep all personnel clear of the facility until further notice. Adam III looked at the drones, which Matheson told him were positioned in U.S. bases all over the world only waiting for Adam's orders. Matheson told Adam III the control room inside the hall would enable Adam III to order software upgrades to the drones all over the globe and turn them into his army. When the real Captain America, Human Torch and Fred Davis arrived Adam III sent the reprogrammed, deadly drones against them. Matheson fled in during the battle, but Davis followed him with the military police. Davis confronted Matheson, who admitted to have served his true master Adam III for decades and couldn't wait for the day he could rid himself of his pathetic human form and watch this nation getting conquered by Adam III's android race. Davis had Matheson arrested by the military police for treason.
(Captain America and Bucky#628 - BTS) - Matheson was held at the brig and his his drone program was frozen by the Department of Defense and Captain America had his budget relocated to renovate the Veteran's Hospital and build a statue for William Nasland and Fred Davis.
--(Mentioned) Captain America and Bucky#625; (seen) Captain America and Bucky#627 ([Captain America and Bucky#627 (fb)], [625 (fb)], [628 (fb)], [627 (fb)], [625 (fb)], [627 (fb)], , 627-628, 
(Captain America and Bucky#625 (fb) - BTS) - According to William Nasland III his grandfather William Nasland was in a relationship with Lilith, but never actually married her. She was pregnant when he died and passed on his name to her son, who eventually fathered William III.
Note: The whole background story was revealed to be nothing but hogwash in #628. Whoever the people in the photograph were, they were not William Nasland Jr. and his mother Lilith.
--[Captain America and Bucky#625 (fb) ]
(Captain America and Bucky#627 (fb) - BTS) - Created by General Matheson, one of Adam-II's most loyal children, the android later known as William Nasland III was programmed to believe himself to be the human grandchild of William Nasland. He was unaware he was destined to become the perfect vessel for Adam-II's program.
(Captain America and Bucky#625 (fb) - BTS) - William Nasland III worked as a robotics researcher for the Pentagon's Primary Drone Warfare R&D Operation under General Matheson's command.
(Captain America and Bucky#628 (fb) - BTS) - Nasland helped develop unmanned war drones in hopes of saving lives.
(Captain America and Bucky#625 (fb) - BTS) - When he heard about the attack on Fred Davis and that there were no leads on where the android had come from or whose orders it was following he decided to help with the investigation and went to the Veterans' Memorial Hospital to meet with Davis.
(Captain America and Bucky#625) - Nasland felt honored to meet Rogers and Davis and told them the Pentagon's Primary Drone Warfare R&D Operation would like to offer their help in the investigation of the android attack on Davis. Nasland then introduced himself as the grandson of William Nasland aka. Captain America. He told Davis and Steve Rogers how his grandmother, who was in a relationship with Nasland but never actually married him, was pregnant with his father when William died. She passed on William's name to her son, who eventually fathered William III. Davis was surprised how much William III looked like his grandfather. William then personally offered the resources of his employers and his technical expertise to help Rogers investigate the attack by the android.
(Captain America and Bucky#625 - BTS) - Rogers contacted Matheson, who cleared Will III to help in the investigation.
(Captain America and Bucky#625) - Steve Rogers, who had also called in the Human Torch (Hammond), to help in the case took into the sky with William III in a flying car where they met up with the Human Torch. Rogers introduced them to each other before they headed for New Jersey to check if Adam-II's remains were still at the Pentagon-operated reverse engineering facility they were stored at.
(Captain America and Bucky#626) - Rogers, Hammond and Nasland were given a chance to examine the remains of Adam-II at the Hoboken reverse-engineering facility. When Rogers was called away to deal with an attack on Downtown Manhattan by a Bucky android, Hammond and Nasland were left alone to examine Adam-II. Nasland asked Hammond a lot of questions during the examination about his family and if his grandfather even wanted a family. He was surprised to find a spherical object at the base of Adam-II's skull and assumed it to be a black box. The device activated and made Hammond lose control over his flame-powers while it overwrote Nasland's programming with that of Adam-II, who rechristened himself Adam III and attacked Hammond when he tried to destroy the device.
(Captain America and Bucky#627) - William Nasland III's android body was controlled by Adam-II's program.
(Captain America and Bucky#628) - Adam III kept using Will's body while his programming remained dormant. While entering the control room at Fort Stone to send out an order to upgrade drones across the globe with orders to kill humans Adam III admitted to Captain America he had retained bits of Will's programming as a reference to the modern world. These parts made him feel satisfaction in becoming Captain America. Adam III vowed to delete Will completely once he had outlived his usefulness. The real Captain America tried to reach Will's portion and told him to fight back, which Will did. He took control over parts of his body again and thwarted Adam III's plan by ruining the authorization process needed to order the upgrade. The control room's defense protocols activated and slew the shared body of Adam III and Will Nasland III.
--Captain America and Bucky#625 ([Captain America and Bucky#627 (fb)], [625 (fb)], [628 (fb)], [625 (fb)], 625, , 625-628
Captain America and Bucky#627, p16, pan1 (main)
Captain America and Bucky#627, p12, pan5 (head shot)
Captain America and Bucky#626, p14, pan1 ("black box")
What If I#4, p31, pan1 (original form)
What If I#4, p44, pan5 (jumps in car)
Captain America and Bucky#626, p14, pan3 (overwriting William Nasland III's program)
Captain America and Bucky#627, p20 (as Captain America)
What If I#4, p31, pan4 (androids)
Captain America and Bucky#625, p6, pan4 (android in modern era)
Captain America and Bucky#625, p20 (Bucky android)
Captain America and Bucky#625, (Captain America androids)
Captain America and Bucky#627, p5, pan5 (Christy Hayden)
What If I#4, p27, pan2 (Phineas T. Horton android)
Captain America and Bucky#625, p12, pan5 ("Lilith & William Nasland Jr.")
Captain America and Bucky#626, p13, pan3 (William Nasland III)
Captain America and Bucky#628, p18, pan3 (Will Naslund III resists, wins and dies)
What If I#4 (August, 1977) - Roy Thomas (writer/editor), Frank Robbins (pencils), Frank Springer (inks)
Captain America and Bucky#625-628 (February-May, 2012) - James Asmus (story/script), Ed Brubaker (story), Francesco Francavilla (artist), Lauren Sankovitch (editor)
Last updated: 12/13/17
Any Additions/Corrections? please let me know.
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