Just after ending cataclysmic events Magneto set in motion, the Ultimates were deployed to stop A.I.M from getting away with items they stole from the Fantastic Four. Only two members were on hand to deal with the situation, but Captain America and Hawkeye should have been enough. The operation was going smoothly until the Red Skull, A.I.M.'s agent, took Captain America by surprise and beat him mercilessly. Red Skull dropped Captain America out of a helicopter but not before telling him that he was Cap's son.
Captain America and Gail Richards had relations right before he went off to fight in the war, and Gail became pregnant. The U.S. military convinced Gail to put her baby up for adoption, since Cap was believed dead and they were only looking out for everyone's best interests - but what they really wanted was a second chance at making a super-soldier. They educated and trained the child, and he far surpassed his father by puberty. On his seventeenth birthday two hundred and forty-seven men were slaughtered during his escape from the compound he was kept in. He then gave himself a new face by taking the one his father gave him by carving it off with a kitchen knife. All the years he kept his anger hidden was finally unleashed upon the unsuspecting world.
He spent his freedom by engaging in acts that would horrify the average human being - possibly the most despicable he perpetrated was against Ultimates member the Red Wasp before she became an active agent and his cruelty knew no bounds. Nick Fury sent his team to deal with the situation, but Red Skull was in possession of a Cosmic Cube, and its power was too much for them. It wasn't until Captain America showed up with an experimental Tele-plane that his son was finally defeated. Cap knew he couldn’t get close to the Red Skull if he saw him coming, but a sudden teleport to his location took the Skull by surprise and left him skewered on the end of one of the planes pointed rods.
As he lay dying in a S.H.I.E.L.D. hospital, the Red Skull had just enough time to say goodbye to his mother and confess his life was full of regrets. He even told Nick Fury the reason he wanted the Cosmic Cube was to be able to change his violent past to one where he could have a real family with both parents to spend it with. Whether or not Fury believed the Red Skull isn’t nearly as important as giving the chance to one of his victims to experience some well deserved payback. The Red Wasp shot her former tormentor point blank in the head, ending his miserable existence.