Instead of ataying at the top of Guggenhein Museum when the lightining hit it, like happened in What If? # 13, Conan was arrested by security guards and took to a prison. He obviously escape and then hides himself in the alleys of NY. He learns English and starts to steal from other people. He easily becomes known in the underworld and then start his own group of thieves, called the Barbarians. After several crimes, they met Captain America. Conan and Cap have an epic fight and Conan wins. At the end Captain realizes that Conan has a certain honor in his actions and let him escape from the cops. Cap also gives him the Avengers number just in case Conan wants to be a true hero.
Back-up story is a sequel to What If #32 and stars the surviving heroes of that story.b