(Adam II conquered Earth)

Type: Divergent Earth

Environment: Earth-like

Usual Means of Access: Cosmic energy (the Contemplator)

Dominant Life Form: Androids, humans

Significant Inhabitants: Adam-II, Bucky (Fred Davis), Human Torch (Jim Hammond), Miss America, Agent Smith, Sub-Mariner, Whizzer (Bob Frank), various androids

First Appearance: Captain America Annual#6 (1982)

History: (Captain America Annual#6) - As the one-time Captain America Jeff Mace was dying of cancer, he was offered a chance to prove his heroism one last time by the Contemplator. To create a challenge for Mace, the Contemplator created a divergent Earth by pulling the Captain America of June, 1945 (William Nasland), the Captain America of July, 1954 (the 50's Cap) and the Captain America of the present (Steve Rogers) outside of the timestream. Without Captain America present in 1946 to oppose Adam-II, the android went on to conquer the world, converting some of the population into cyborgs, turning other humans into slaves, and manufacturing scores of android servants. The Contemplator sent the four Captain Americas to the world he had created so that they could overthrow Adam-II. Nasland and the 50's Cap were sent as one pair, and Mace and Rogers as another.

    Nasland and the 50's Cap came upon some of Adam-II's androids herding humans toward a re-conversion camp where their brains were to be added to Adam-II's master computer. The two Captains attacked the androids and beat them, and the 50's Cap shattered the slaves' chains, only to find that the people had been in slavery for so long that they could not comprehend being free. The 50's Cap was disgusted with them, claiming they weren't "pure-blooded Americans," and set off to destroy the re-conversion camp. Nasland tried to appeal to the slaves' humanity and teach them what freedom meant, but he was interrupted by the androids, which had revived. Now alone, he launched himself into battle, only to fall before superior numbers.

    The 50's Cap arrived at the re-conversion camp and met Agent Smith, who claimed to be a member of the United American Underground. The 50's Cap was glad to find a human who was willing to fight, and gladly followed him through a "secret" passage into the camp. However, the Captain walked right into an ambush of androids Agent Smith had set, and Smith blasted the Captain unconscious, revealing himself as a cyborg. He had the 50's Cap turned over for re-conversion.

    Mace and Rogers arrived in Washington, D.C., and were faced with this world's versions of the All-Winners Squad, who had all been converted into cyborgs by Adam-II. The two men put up a strong fight, but were distracted at fighting people they had both been friends with, and Rogers was knocked out from behind by Bucky. Mace surrendered to the cyborgs.

    Mace and Rogers were brought to Adam-II's base, Castle Computronex, where they were confronted by Adam-II, who had converted Nasland and the 50's Cap into loyal cyborgs. Not recognizing Captain America because of the altered timeline, and bewildered to have found four similar men who had the bearing of a hero, Adam-II demanded to know who they were, but Rogers told him that if he had a "perfect intelligence," he should figure it out for himself. Mace finally lost his temper and attacked Adam-II, confounding him by referring to how he had beaten him "before." Mace put up a terrific fight, and came close to besting Adam-II, but found that it was because the Contemplator was transferring the essence of Rogers-- the true Captain America-- into Mace. The Contemplator told Mace that he could become the true Captain America now, but that it would cost Rogers his life. Mace refused, and Adam-II beat him.

    However, Mace's fighting spirit reawakened the humanity with William Nasland, and he tried to attack Adam-II, but the Cap of the 50's shot him with an energy blast, being much more loyal to Adam-II. Adam-II was surprised at Nasland's betrayal, and finally faced Steve Rogers himself, and the Captain put up the fight of his life, telling Adam-II that it didn't take a costume or powers to make one Captain America, but a set of ideals. Adam-II rejected this, and blasted Rogers with energy. Just as he was planning to convert Mace and Rogers, Nasland and the 50's Cap suddenly attacked him from behind, having regained their humanity through Rogers' words, and they used their cybernetic powers to overload him. Adam-II was confused by their actions, but had no chance to retaliate, because Jeff Mace took his shield and drove it into his chest, destroying him. Adam-II died, unable to comprehend what had killed him.

    Now that Mace had come to terms with his past and his mortality, the Contemplator brought the drama to an end, and sent Nasland and the 50's Cap back to their own time, exactly as they had been. With the timeline restored to normal, the Contemplator then returned Rogers and Mace to the present.

Comments: Created J.M. DeMatteis, Ron Wilson and Vince Colletta.

Now here's a twist...a story originally presented in What If is set on Earth-616, but spawns an alternate reality that appears in an Earth-616 series!

This story diverts from Captain America Annual#6, as the scene of the William Nasland Captain America in June, 1945, appeared there for the first time. The details about Adam-II come from What If I#4.

by Prime Eternal

Earth-Adam II should not be confused with:



    Agent Smith was a cyborg who served the Adam-II of this Earth. When the Captain America of the 1950's planned to invade one of Adam-II's re-conversion camps, Agent Smith pretended to be a human resistance fighter from the United American Underground. He led the Captain into the camps, right into the arms of Adam-II's androids. He then fired an energy blast from his hand to stun the Captain, and turned him over to be transformed into a cyborg.

--Captain America Annual#6







    Castle Computronex was the base of Adam-II, and was constructed on the site where the White House had once stood, before Adam-II razed the area. Adam-II kept an army of his androids at the castle for defense, and met his final defeat within its walls.

--Captain America Annual#6




Images taken from:
Captain America Annual#6, page 32, panel 1
Smith- Captain America Annual#6, page 27, panel 4
Castle- Captain America Annual#6, page 31, panel 6

Last updated: 09/05/05

Any Additions/Corrections? please let me know.

Non-Marvel Copyright info
All other characters mentioned or pictured are ™  and © 1941-2099 Marvel Characters, Inc. All Rights Reserved. If you like this stuff, you should check out the real thing!
Please visit The Marvel Official Site at:

Special Thanks to for hosting the Appendix, Master List, etc.!

Back to Characters