Tales of Suspense (Vol. 1) #58


Cover Date: October 1964

Cover Artists: Jack Kirby, Chic Stone

“In Mortal Combat With Captain America!”

Plotters: Stan Lee, Don Heck

Scripter: Stan Lee

Penciller: Don Heck

Inker: Dick Ayers

What’s Going On?

The villainous Chameleon manipulates Iron Man into fighting Captain America.


  • The Chameleon and Kraven the Hunter have paid to be smuggled into the United States. Unfortunately, they landed near a Stark Industries plant, and Iron Man quickly apprehended Kraven. The Chameleon, though, was unnoticed by the Avenger.

  • Not long after, an unexpected visitor drops into Stark Industries, looking for Iron Man: Captain America!

  • Cap tells Iron Man that he had been captured by the Chameleon, but managed to escape. The Chameleon, though, now has all of Cap’s memories and is somewhere in the city, disguised as the hero!

  • Iron Man tells Captain America to rest and wait for a Doctor to tend his wounds. Iron Man will search the city for the Chameleon. Little does he know that the man who told this tale was actually the Chameleon in disguise!

  • Iron Man heads to Tony Stark’s mansion, where the Avengers are headquartered. There, he finds the real Captain America and, assuming he is the Chameleon in disguise, begins to fight him.

  • While Iron Man mistakenly fights the real Captain, Pepper and Happy went to check in on the wounded “Captain America.” He had vanished!

  • Pepper and Happy try to notify Iron Man, but he was too busy fighting the real Cap. They decided to drive to another Stark property, reasoning that Stark’s bodyguard might have gone there. In the car, they find a tracking device that leads them directly to Iron Man!

  • Meanwhile, Cap and Iron Man continued to fight, with Iron Man calling Cap “Chameleon” repeatedly, and Cap being confused by that.

  • Naturally, Foggy and Pepper get into trouble and need to be saved. Even when Captain America went out of his way to save Foggy, Iron Man still couldn’t figure out that he wasn’t fighting the Chameleon in disguise.

  • Eventually, though, the Chameleon took direct action and attacked the two heroes. He was stopped Giant-Man, who removed the villain’s mask. Only then did Iron Man and Cap understand what had happened.

Is It Good?

No, it’s not. This is one of my least favorite types of issues. I don’t really mind when heroes fight briefly due to a misunderstanding, but entire issues of fighting that could have been avoided with a single minute’s worth of conversation.  I did like seeing Spider-Man villains showing up here; one of the advantages of having a shared comic book universe is having characters cross-over.  Chameleon probably wasn’t the best fit to fight Iron Man, but it wasn’t an awful idea.  The execution, though…


  • The Chameleon last appeared in Amazing Spider-Man #15.
  • Kraven the Hunter last appeared in Amazing Spider-Man Annual #1, which may or may not occur before this issue (they were both cover-dated October 1964).
  • This is the first time Iron Man has met Kraven the Hunter.
  • This is the first time Chameleon has met Captain America, Giant-Man, Iron Man, and the Wasp.
  • Starting next issue, Captain America will get his own feature in this title.
  • In Avengers #9, Iron Man worried that people were wondering where Tony Stark was, like he’d been missing for some time. I thought that would be addressed in this issue, but…nope.
  • Tony needed to charge his armor again. This time, he used his built-in generator, but he still needed to be immobile for it to work.

Comics Are Goofy:

  • Aren’t you glad they wasted 2/3 of a page on this gag?

  • Why is this where the Chameleon would go? I mean, there are reasons to impersonate a superhero, but why risk going to a superhero base that might contain other heroes, unless there is an explicit goal?

  • Crashing through the walls can’t be any faster than crashing though the windows, and only slightly faster than using doors like a normal human being. Also, you have to pay for those repairs, Tony! Where’s your brain?

  • Why would Tony keep a device that tracks his Iron Man armor in his own car?

Well, That Aged Poorly:

  • Captain America, like real America, loves bad television.

  • Quoting a sitting President: something that will never, ever happen after the Nixon administration.

<<<Tales of Suspense #57

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