This is a timeline of events that occurred during the 1940s.
- 1 1940
- 2 1941
- 3 1942
- 3.1 January
- 3.2 February
- 3.3 March
- 3.4 May
- 3.5 June
- 3.6 July
- 3.7 After the discovery of the Tesseract
- 3.8 August
- 3.9 September
- 3.10 November
- 3.11 December
- 4 1943
- 5 1944
- 6 1945
- 6.1 January
- 6.2 February
- 6.3 March
- 6.4 April
- 6.5 May
- 6.6 June
- 6.7 July
- 6.8 August
- 6.9 September
- 6.10 October
- 6.11 November
- 6.12 December
- 7 1946
- 7.1 January
- 7.2 March
- 7.3 April
- 7.4 May
- 7.5 June
- 7.6 August
- 7.7 September
- 8 1947
- 9 1948
- 10 1949
- 11 References
- In Los Angeles, California, Howard Stark demonstrates the properties of Vibranium, a metal found by Stark Industries in Africa.
- Attack on Howard Stark: Later that night, Stark is attacked by HYDRA assassins. Then, Stark accepts Colonel Chester Phillips' proposal to join the Strategic Scientific Reserve.
- At her job in the Bletchley Park, England, Peggy Carter's colleagues reveal that they have been betting when Fred, Peggy's boyfriend, would finally ask Carter to marry him. Afterwards, Carter's boss, Edwards, gives her a letter from the S.O.E. about a new division of war requesting for her services. Carter rejects the offer.
- At the wedding party of Peggy Carter and Fred Wells, all of their friends and companions are invited. Carter, her brother Michael and her committed Wells make a toast. Michael challenges Peggy to finish her beer but she does not want to. During a talk between Michael and Fred of the war, Carter talks about her acceptance on the S.O.E. Fred then leaves the Carter brothers so they can talk. They argue but Peggy tells Michael that she has already refused the offer.
- Michael Carter dies.
- Getting ready for her wedding, Peggy Carter and her mother see her wedding dress as some soldiers arrive at Carter's house telling her mother that her son Michael had died in the war. Peggy, seeing in her window the suffering of her mother, decides to join the S.O.E..
- Peggy Carter enlists herself in the British counter-intelligence and security agency MI5. She cancels her marriage.
- As an MI5 operative, Carter is loaned to the American agency Strategic Scientific Reserve, becoming an advisor.
- At Castle Kaufmann in the Bavarian Alps, Abraham Erskine injects Johann Schmidt with his Super Soldier Serum, but the serum horrifically transforms Schmidt, turning him into the Red Skull.
- Rescue of Abraham Erskine: Abraham Erskine is rescued by Peggy Carter, who had infiltrated the compound disguised as a maid. Carter takes Erskine to the Strategic Scientific Reserve (SSR) so he can produce America's Super Soldier with the aid of Howard Stark.
- A file is made on the Hand's company moving to "Wütend Enterprises".
- The Fort Wayne (Zollner) Pistons, later known as the Detroit Pistons, are founded in Indiana.
- The atrocities of the Holocaust begin.
- A company called the Winter Consulting Group makes a shipment.
- A record is made of a shipment made in New York by the Hand under the company name of Wütend Enterprises.
- The Japanese attack on Pearl Harbor prompts United States of America to enter World War II. A man who would later have a daughter called Lillian goes on to fight in the war.
- In Times Square, New York City, during an art class, Steve Rogers and Bucky Barnes learn of America joining the war, and over the next two weeks Bucky trains Rogers at Goldie's Gym.
- President of the United States of America, Franklin D. Roosevelt declares that the United States will build fifty thousand planes to fight the armies of Hirohito and Adolf Hitler.
- Steve Rogers and Bucky Barnes visit US Recruiting and Induction Center in New York City, but Rogers is classified as 4F and rejected from service. He goes on to be rejected a further four times in four different cities.
- The Strategic Scientific Reserve team in New York City, finish the Project Rebirth Chamber. Howard Stark comments that it should be called the Brooklyn Project in response to J. Robert Oppenheimer's work at Los Alamos.
- At Camp Lehigh, New Jersey, Abraham Erskine rejects the candidates selected by Chester Phillips for Project Rebirth.
- Peggy Carter spends a full week in the sewers of New York City, managing to learn about their layout and operation.
- The Nazi German dictator Adolf Hitler appoints Albert Speer the General Inspector for Water and Energy.
- Destruction of the Church of the Tesseract: In Tønsberg, Norway, Johann Schmidt discovers and takes the Tesseract, hidden within a monastery. He refers to it as "the jewel of Odin's Treasure Room".
- Franklin D. Roosevelt warns Japan that if they use chemical weapons, the U.S. would respond in kind.
- The SS burns down the Czech village of Lidice in response to the assassination of Obergruppenführer Reinhard Heydrich.
- Nazi saboteurs landed in Amagansett, New York, eventually leading the United States Coast Guard and FBI to investigate and arrest the Nazi spies.
- Franklin D. Roosevelt and Winston Churchill conduct a series of meetings, and agree to proceed with Operation "Gymnast".
- The First Battle of El Alamein takes place, ending in a stalemate as the British halted the Axis advance.
After the discovery of the Tesseract
- HYDRA General Werner Reinhardt is sent to search for other mysterious artifacts. Reinhardt's team is able to discover the corpse of a blue-skinned extraterrestrial in the deserts of North Africa.
- Goodnight, Irene is released.
- The Gestapo come to the door of the Falb family, including toddler Esther Falb, demanding everything they have. Esther's father stands up to them, but they shoot him in front of the family, and he dies on the floor. They seize their property, including the painting Rabbit in a Snowstorm, and take the family away.
- The Falbs are marched across Poland to a ghetto, and Esther's mother goes hungry to feed her family. However, ultimately, only Esther and her mother survive.
- At an army camp for the Soviet Armed Forces, Johann Fennhoff is interrupted by a surgeon needing his assistance during an amputation of the leg of a soldier called Ovechkin. To help the soldier, Fennhoff uses his hypnosis-technique on him. As Ovechkin is completely focused on a memory of a chess game he had with his mother before enlisting in the army, the surgeons amputate his leg without him feeling any pain.
- On Flag Day, at the World Exposition of Tomorrow in New York City, Abraham Erskine spots Steve Rogers at a recruitment office and offers him a chance to join the United States Army through Project Rebirth.
- At Camp Lehigh, New Jersey, Rogers and several other volunteers begin their training under the supervision of Erskine, Peggy Carter, and Colonel Chester Phillips.
- Assassination of Abraham Erskine: With Erskine's serum and Howard Stark's Vita Radiation technology, Steve Rogers is transformed into the world's first super soldier. Erskine is assassinated by Heinz Kruger, an operative of HYDRA. The only hope of replicating Project Rebirth's success is in Rogers' genetic code. Kruger runs away but is caught by Rogers and commits suicide with a cyanide pill.
- Captain America's USO Show: Unwilling to be kept for research, Steve Rogers joins the USO and goes on a morale-boosting tour of the US, the UK, and troops stationed in Italy.
- Given the name 'Captain America' he becomes a national celebrity, appearing in films, comic books and card collections and establishing himself as a symbol of America's participation in the war.
- The Western Allies' bombing offensive sees massive successes as Nazi satellite state targets are obliterated.
- Kriegsmarine U-boats torpedo a ship off the Virginia coast.
- After a massively successful North African Campaign and invasion of Sicily, the Western Allies land on continental Italy.
- U.S. bombers hit Italian warships thirty-five times.
- An RAF raid destroys several vital German dams.
- Wreckage of a U-boat is discovered on the U.S. East Coast by locals.
- Another wave of bombers targeting Nazi satellite states destroy their objectives.
- Battle of Azzano: The 107th Infantry Regiment suffers heavy casualties fighting against the German Army and HYDRA. HYDRA openly fires at German troops, breaking ties with Nazi Germany.
- Uprising at the Austrian HYDRA Weapons Facility
- Liberation of Allied Prisoners of War: Frustrated by his lack of real action, and learning that Bucky Barnes is trapped behind enemy lines, Steve Rogers attacks a HYDRA facility in Austria. Rogers releases Dum Dum Dugan, Gabe Jones, Jim Morita, James Montgomery Falsworth, Jacques Dernier, Bucky, and the rest of the 107th. Johann Schmidt sets the facility to self destruct and escapes with the Tesseract. During his escape Rogers memorizes a map of HYDRA facility locations and obtains a sample of the power source HYDRA was using.
- Steve Rogers is presumed dead, but soon arrives with most of the soldiers he saved from the HYDRA facility. Rogers brings together some of the men he saved in the HYDRA base and creates a team that will eventually be known as the Howling Commandos.
- Howard Stark examines a sample of HYDRA's power, which will help him develop a framework to synthesize a new element.
- Nazi forces retake Zhitomir.
- A tunnel under the New York State Supreme Court Building is used to take mobsters from jail to the courthouse.
- Captain America and his Howling Commandos invade and destroy a HYDRA facility in Czechoslovakia.
- Chase of the HYDRA Spies: Captain America tries to get a file from HYDRA agents in London, who run away and attempt to hide in an air raid shelter. The Captain encourages the citizens inside the shelter to attack the agents by giving them a speech of heroism and strength in numbers.
- Battle of Finow: General John McGinnis' soldiers raid the laboratories of Howard Stark, stealing all documents about his research and the Midnight Oil, a defensive gas created by Stark. Wanting to help the Soviet Armed Forces in crushing the German defenses in the city of Finow in Germany, Air Force planes fly over the battlefield and release the Midnight Oil. However, the gas has a different effect on the Soviets than they were expecting. Hundreds of soldiers went mad and began killing everyone around them. One of the only few soldiers to survive is Johann Fennhoff, who survived by putting a gas mask on his face. His brother, however, was not as lucky, having been killed along with 246 of his comrades.
- Attack on the Danish HYDRA Research Facility: Captain America invades a facility in the Nazi occupied Danish Straits controlled by HYDRA. He fights a Nazi wearing an arc reactor powered battle suit, and an arc powered tank. Johann Schmidt attempts to destroy him by using a Viking Runestone, but the Captain slows the relic from exploding, allowing the Howling Commandos to escape.
- Capture of the Leviathan: Captain America boards and captures the HYDRA submarine Leviathan.
- Attack on the HYDRA U-Base: Using the Leviathan submarine, Captain America and the Howling Commandos infiltrate the HYDRA U-Base, and end up helping the HYDRA staff, who had been merged into a monster due to the Hydra Serum.
- A supposed massacre occurs that leaves no survivors. The only known person involved is a person with the name 'M. Carter'. (In 1947, a redacted file is recovered on this event by Jack Thompson which he uses against Peggy Carter, to discredit her, who he supposedly believes is behind this; a fact she says is not true which leaves more suspicion on what truly happened that day and who 'M. Carter' really is).
- Operation Overlord: The Allied forces launch the invasion of German-occupied western Europe, landing in Normandy, France.
- Arsenic and Old Lace is released.
- Johann Fennhoff is captured by Leviathan, along with three other men. When one of them refuses to join because he wants to be with his family, he is stabbed in the jugular vein by Dottie Underwood, who is now a member of Leviathan. The remaining three are told that Pasha's family will be killed so that the whole family will be together again. Fennhoff chooses to remain alive by joining Leviathan.
- The Crack-Up by F. Scott Fitzgerald is published.
- Baskin-Robbins is founded.
- Stuart Little is published.
- Michael Freeman is born.
- A battalion of troops have been pinned down by HYDRA troops due to a blizzard just outside Stalingrad. They are eventually rescued by the Howling Commandos led by Steve Rogers. Over one thousand men including a man who would become Peggy Carter's future husband are saved.
- Werner Reinhardt captures a group of villagers from China who have found the mysterious Obelisk in Chaves, Portugal. Based on stories and fables from the villagers, Reinhardt comes to learn of the Kree's visit to Earth millennia ago, but misinterprets their visit as an attempt to conquer the planet. When he shows the Obelisk to Schmidt, he says that the Obelisk may hold the answer to death itself.
- Capture of Arnim Zola: The Howling Commandos board a HYDRA train and capture Arnim Zola. In the ensuing battle with HYDRA agents, Bucky Barnes falls from the train and is presumed dead.
- Red Skull promises to his HYDRA army that his plan to launch the Valkyrie against the United States of America will end in victory.
- Rogers, mourning the death of Bucky Barnes in the ruins of Whip & Fiddle, vows to defeat HYDRA and Red Skull.
- Attack on HYDRA Headquarters: Captain America attacks the HYDRA Headquarters alone on his motorcycle which he uses to blow up the doors to the base. He has a quick fight before being surrounded and captured by HYDRA forces. He is taken before Red Skull but before he is killed the Howling Commandos zip-line through the window as Colonel Chester Phillips attacks the main gate. Red Skull retreats to the hangar and Rogers follows.
- Battle in the Valkyrie: As Red Skull escapes in the Valkyrie, Captain America gains access to the plane and a fight ensues. Red Skull handles the Tesseract, which activates and sends him through a portal to the planet Vormir. There, he is stranded for over 70 years and tasked with guarding the Soul Stone until 2018. Rogers crashes the Valkyrie off the coast of Greenland so its bombs never reach America's shores.
- In a HYDRA Fortress in Austria, Werner Reinhardt tests the Obelisk's power on several of the Chinese villagers, one of which is a young woman named Jiaying who carries the genetic material of the Inhumans and thus displays an unnatural immunity to its potent effects. Reinhardt learns about Schmidt's demise and the approach of the Allies. He decides to move the Obelisk to a more secure location.
- Attack on HYDRA Research Facility Number 4: Werner Reinhardt attempts to evacuate the HYDRA Research Facility in Austria and escape with numerous mysterious artifacts that HYDRA collected over the years. His base is attacked by the SSR troops led by Peggy Carter, Dum Dum Dugan, and Jim Morita. Reinhardt and his men are arrested and all the artifacts are confiscated by the SSR.
- In his bunker in Berlin, Adolf Hitler appoints Grand Admiral Karl Doenitz, the Commander-in-Chief of the German Navy, as his successor. Hitler commits a suicide in order to evade capture after Nazi Germany's defeat. Nazi propaganda attempts to present his death as a heroic fall in the struggle against Bolshevism.
- Soldiers of the k5th US Infantry Division encounter a mysterious anomaly on the battlefields of Europe. The phenomenon is given the name Zero Matter, but it also became known as Dark Force.
- The Allied nations celebrate the Victory in Europe Day. The Howling Commandos reunite to commemorate the sacrifice of Captain America.
- German Field Marshall Wilhelm Keitel signs the unconditional surrender of Nazi Germany at Soviet headquarters in Berlin.
- The United States begin Operation Overcast, later renamed Operation Paperclip, an effort to recruit former Nazi scientists to work for the United States.
- Werner Reinhardt is taken to a secret Strategic Scientific Reserve facility and interrogated by Peggy Carter. He attempts to offer his services to the SSR, even relaying information regarding the Obelisk and the Kree, but is instead sentenced to life imprisonment.
- Heinrich Himmler commits suicide.
- Karl Dönitz and fellow post-Hitler Nazi politicians surrender to British forces, marking the end of Nazi governance in Germany.
- The Lady of the Lake Killer murders two women in Los Angeles, switching the shoes on the victims, putting the right shoe on the left foot. Andrew Henry was assigned to the case, but it was not solved.
- Gary Hendricks buys a newly printed comic about the war hero Captain America, avidly reading it.
- Japan agrees to surrender following the dropping of two atomic bombs over Hiroshima and Nagasaki.
- Howard Stark attempts to impress his date "Ida Emke" by showing her his self-piloting airplane. He invites her to see other inventions in his mansion.
- Howard Stark tries to acquire the Roxxon Refinery from Hugh Jones, who refuses to sell it due to Stark's affair with his wife.
- Infiltration into the Zodiac Storage Facility: Tired of being underappreciated by her misogynistic superior John Flynn, who gives her nothing more than paperwork to do because she is a woman, Peggy Carter, ignoring orders from the Strategic Scientific Reserve, single-handedly retrieves a vial of formula marked with the Zodiac emblem by fighting several guards.
- The next day, John Flynn reprimands Carter for not going through proper procedures in the Zodiac mission. However Howard Stark contacts Flynn, telling him that Carter is going to co-manage the newly created S.H.I.E.L.D. with him.
- Howard Stark returns home from his pleasure trip in Monaco and discovers that someone had cut a hole into the vault of his mansion and stole his inventions stored there. He puts the plans for S.H.I.E.L.D. on hold with no warning to Peggy Carter, who is left clueless and has to return to her work at the SSR.
- Howard Stark's inventions begin turning up on the black market.
- The first day of Howard Stark's trials by the United States Congress, in an attempt to learn if he is a traitor.
- Howard Stark does not show up at a hearing on the third day of his trials, which deems him a fugitive and target of the Strategic Scientific Reserve.
- While waiting for her tea to be ready, Peggy Carter daydreams about her last contact with Steve Rogers and her retrieval of the Zodiac vial.
- Peggy Carter's roommate, Colleen O'Brien, returns from her nightshift work at the factory and tells Carter about her day. She states that ten more women have been replaced by war veterans.
- At the New York Bell Company Office, Roger Dooley puts Jack Thompson in charge of the search for Howard Stark. Thompson plans to ground his planes and freeze his bank accounts. At the end of the meeting, Ray Krzeminski makes a remark about Carter knowing many men during the war. Daniel Sousa does not accept this remarks and stands up for Carter. Carter tells Sousa that he should not have stood up for her, to which Sousa reacts that he is tired of seeing the men treat Carter as their secretary. Thomspon asks Carter to archive a number of surveillance reports, because she is "better at that kind of thing".
- That evening, Carter has dinner at the L&L Automat. While getting some food, Edwin Jarvis places a note saying "Meet in the alley in 5 minutes" on her table. Outside of the L&L Automat, Jarvis approaches Carter, telling her to come with him. Carter, not trusting him, knocks Jarvis out before running away from an approaching car. When she is unable to escape she shoots at the car's tire. Howard Stark then opens the door of the car.
- Howard Stark takes Carter to the harbor. On the ride there, Stark explains the situation to her and what happened last month when he disappeared. He asks her to clear his name, which would make her a double agent and a traitor. Before leaving overseas, Stark asks Carter to make sure that the formula for Nitramene, which is supposed to hit the market in the next day or two, does not get in the wrong hands. He also tells Carter that Jarvis will assist her when needed.
- At the New York Bell Company Office, Peggy Carter notices Daniel Sousa researching some photos and files about Howard Stark. In some of the photos, Stark is standing on a boat with a woman. Carter tells Sousa a lie about Stark not being able to swim. When Peggy Carter notices Roger Dooley, Jack Thompson, Ray Krzeminski and Yauch having a meeting about the sale of one of Howard Stark's inventions, she enters the meeting room to learn more about it. She does this under the cover of bringing them coffee. When she has heard enough, she asks for a sick day, claiming that she has a headache and "ladies' things".
- That evening, at "La Martinique", Leet Brannis sells Spider Raymond a Nitramene bomb.
- Later that night, Peggy Carter goes to the La Martinique to pay Spider Raymond a visit. She wears a disguise and uses an American accent to avoid being noticed. In Raymond's office, Carter seduces Raymond into revealing that he has the Nitramene; she then uses her Sweet Dreams Lipstick to knock him out and a Pick-Lock Wristwatch to crack his safe and find the bomb.
- Upon awaking, Raymond notices that the bomb has been stolen from him. He is then killed by a Man in a Green Suit.
- Ambush at Colleen O'Brien's Apartment: Back in her apartment, Carter defuses the bomb with the help of Edwin Jarvis. When she emerges from the bathroom she finds Colleen O'Brien dead and the man in the Green Suit about to kill her. Carter burns his hand during the fight forcing him to escape.
- At the L&L Automat, Edwin Jarvis and Peggy Carter talk about the death of Colleen O'Brien and the total job. When Carter wants to know who could have manufactured the bomb, Jarvis tells her that he might know a way to find out.
- Jarvis takes Carter to the Stark Industries New York Facility where Anton Vanko, a Soviet-born scientist who is currently living in America and working for Stark Industries, tells them that the Nitramene emitted Vita Radiation and that only the Roxxon Corporation has the means of weaponizing the formula.
- Carter then goes to the New York Bell Company Office to get the Vita-Ray Detector stored with Steve Rogers' files.
- At the Hotel Cosmopolitan, the Man in a Green Suit receives orders to do whatever is necessary.
- Destruction of the Roxxon Refinery:
- In the Roxxon Refinery, Carter finds Leet Brannis and Miles Van Ert discussing the bombs. The men get warned of someone's presence in the Refinery because Jarvis sends Carter a message. Carter uses her Stun Light Device to knock Van Ert out, before chasing Brannis outside. Once outside, Brannis finds himself standing in front of a Daisy Clover Milk Factory truck filled with bombs. Brannis tells Carter that Leviathan is coming, before Brannis dropping one of these bombs on the ground.
- Carter tells Jarvis that he needs to come with the car so that they can escape the terrain. During their escape, the bomb explodes, followed by a massive implosion. While they manage to escape, their car loses its license plate.
- At the New York Bell Company Office, Daniel Sousa and Roger Dooley are discussing Howard Stark's disappearance, when Jack Thompson comes in. He tells them that the bouncer of La Martinique club spotted a blonde woman at the scene of Spider Raymond's death and that the club's photographer thinks he got a photo of her. Daniel Sousa answers a phone call from the authority, saying that the Roxxon Refinery blew up. Dooley then takes both of them to investigate the location.
- Peggy Carter and Edwin Jarvis, who just barely escaped the Roxxon Refinery have a talk at the L&L Automat, where she whispers the word "Leviathan" to him. Jarvis then leaves the L&L Automat, telling Carter that he will check Howard Stark's files.
- Before leaving the L&L Automat, Carter sees a veteran harassing Angie Martinelli and threatens him good enough that he leaves Martinelli a good tip.
- Outside, Jarvis makes a secret phone call to Howard Stark.
- That night, while at the L&L Automat, Peggy Carter reads the newspaper ads in search of a new apartment, being that she is currently homeless. Angie Martinelli tells her that an apartment in her boarding house just became free and asks her to move in. Carter refuses.
- Edwin Jarvis, in Howard Stark's name, offers Carter one of Howard Stark's Penthouse apartments to stay. Originally, Carter refuses, but since she has not slept in a while, she puts Jarvis out so she can rest.
- The Man in a Green Suit receives a message from Leviathan about getting Howard Stark's inventions, mentioning that they are growing impatient and that he needs to track down Leet Brannis.
- To learn more about Leet Brannis' location, the Man in a Green Suit threatens a local mob boss. The mob boss gives him the name of someone who might know more. Having gained the information he wanted the man in a green suit kills the mob boss.
- To learn more about Daisy Clover's involvement in the Nitramene business, Peggy Carter poses as a health inspector for the City of New York to inspect the Daisy Clover Milk Factory. She discovers that the milk delivery bus of Sheldon McFee is missing.
- At the New York Bell Company Office, Roger Dooley, Jack Thompson and Ray Krzeminski discuss the ball of imploded mass from the Roxxon Refinery. Dooley decides to take Thompson with him to the Roxxon Oil Corporation Headquarters while Krzeminski has to take the ball apart.
- In her office, Carter makes a phone call to receive the address of Sheldon McFee. She asks Daniel Sousa to cover for her while she leaves the office for "personal business". Sousa receives the photos taken at "La Martinique". 
- Before being able to see the photos, Ray Krzeminski tells Sousa to help him with the ball of imploded mass. Sousa places the photos in a drawer of his bureau and locks it before going to the basement to help Krzeminski.
- At the Roxxon Oil Corporation Headquarters, Roger Dooley and Jack Thompson question Hugh Jones about the explosion of the Roxxon Refinery. He tells them that one of his sources working in Stark Industries told him that Howard Stark was working on a formula for Nitramene, which has its roots in Vita Radiation..
- Peggy Carter tries to break into the drawer of Daniel Sousa's bureau but is interrupted by a phone call from Roger Dooley, asking her to come to the Roxxon Oil Corporation Headquarters with the Vita-Ray Detector. At the headquarters, she is tasked with scanning women working at the Roxxon Corporation for Vita Radiation on their clothing or body. Before doing so, she has to throw away the watch she received from her grandmother.
- During the process of scanning the staff, Jack Thompson scans Miles Van Ert, but does not detect any Vita Radiation. Peggy Carter, who recognizes Van Ert, asks Hugh Jones if they could check the clothing of the staff who worked that morning. This question makes Van Ert run away. Thompson and Dooley follow him down the corridor, where Van Ert is knocked down by Carter, who used a shortcut.
- Dooley and Thompson bring Van Ert back to the New York Bell Company Office for interrogation. They tell him that he will not receive a big punishment if he tells them the name of his employer. When he does not give up a name, Thompson is tasked to beat it out of him.
- Later that night, while waiting for Edwin Jarvis, Peggy Carter is approached by Angie Martinelli, who tries to convince Carter into moving in to the Griffith Hotel.
- Jarvis picks up Peggy Carter at the L&L Automat Automat and the two of them drive to the home of Sheldon McFee.
- Around the same time, the man in the green suit finds out about McFee, by killing a local mob led by Gino DeLucia. The Strategic Scientific Reserve agents also find out about McFee, by beating it out of Miles Van Ert.
- At McFee's house, him and Peggy Carter have a fight, which ends with McFee being knocked out by Carter. Before Carter is able to interrogate McFee, she notices someone leaving the house. Outside she finds Leet Brannis trying to start the Daisy Clover truck. To make sure Brannis does not drive away, Edwin Jarvis sabotages the truck.
- Chase of the Daisy Clover Truck: While traveling back to New York City, where Peggy Carter hopes to get answers on her questions, the Man in the Green Suit jumps off a bridge, landing on the roof of the truck. Carter climbs onto the roof of the truck and fights him. During their fight, the Man in the Green Suit fires a shot through the roof of the truck, hitting Brannis. When Jarvis tries to control the truck, he notices one of the Nitramene bombs falling out of its shell. Meanwhile, Roger Dooley, Jack Thompson, and a group of other agents find McFee running away from his house and take him in. At a corner in the road, Carter stabs a knife through the hand of the Man in the Green Suit, pinning him to the roof of the truck. The three of them jump away from the truck, before it lands in a river down a ravine and causes a massive explosion followed by an implosion, killing the Man in the Green Suit. Just before Brannis dies from his wounds, Carter manages to learn more about the location of Howard Stark's stolen weapons, via a symbol drawn by Brannis.
- Dooley and the agents, who noticed the blast caused by the explosion, investigate the location. Here, Daniel Sousa finds the key of a room at the Hotel Cosmopolitan used by the Man in the Green Suit.
- Back at Howard Stark's Penthouse, Edwin Jarvis stitches Peggy Carter's wounds and tells her that she should allow others to help her.
- Peggy Carter, to the enjoyment of Angie Martinelli, changes her mind and has her interview at the Griffith Hotel. She is accepted and Miriam Fry tells her the house rules.
- Later that day, upon arriving at the New York Bell Company Office, Carter notices Roger Dooley, Jack Thompson and Daniel Sousa discussing one of the photos taken at "La Martinique". When they notice her they ask her to come closer. She is relieved when she finds out that they had a bet about her recognizing a boxer.
- At the basement of the New York Bell Company Office, Ray Krzeminski finds the license plate of Howard Stark's car used by Carter and Edwin Jarvis to escape the Roxxon Refinery implosion.
- Before going to bed, Carter tries to learn more about the symbol shown to her by Leet Brannis. While doing so she is disturbed by Jimmy, who wants to spend the night with his girlfriend, Molly Bowden.
- Roger Dooley and Ray Krzeminski visit Hotel Cosmopolitan to investigate the room used by the Man in the Green Suit. They find money, a few passports and the Remote Typewriter he used to communicate with Leviathan.
- During breakfast at the Griffith Hotel, Miriam Fry tells a story about a visit from Houdini, who did not manage to ascend the stairway. She then tells Molly Bowden to leave the Griffith for allowing a man into her room.
- In Roger Dooley's office, he, Jack Thompson, and Ray Krzeminski discuss what they have learned about Leet Brannis and the items they found at the Hotel Cosmopolitan. Thompson is tasked with learning the identity of the man in the green suit. Before being able to do so, Daniel Sousa informs them all that the license plate they discovered belonged to a car owned by Howard Stark.
- Peggy Carter visits Howard Stark's Mansion to investigate its vault. Sousa and Thompson arrive at the mansion in search of the car. Jarvis, who was also at the mansion, tells them that the car was stolen a few days before. Not believing the story, they take him to the New York Bell Company Office.
- Instead of investigating the vault, Carter also travels to the office and enters the observation room to listen to Thompson interrogating Jarvis. When Thompson threatens him with deportation, Carter leaves the observation room.
- Carter then fakes a stolen car report and hands it over to Dooley, which gives Jarvis a reason to leave the New York Bell Company Office. Back in Dooley's office, he angrily sends Carter away, telling her to apologize to Thompson for giving the report so that Jarvis could leave.
- That evening, Carter gets ready to investigate Howard Stark's vault. Angie Martinelli knocks on her door and enters her room with the wish to talk about their day. Carter, who does not have the time to do so, sends her away, giving her the excuse that she wants to go to bed.
- The moment Martinelli leaves Carter's room, Miriam Fry walks by with a new tenant, Dottie Underwood. Fry introduces them to each other.
- Upon arriving at Stark's mansion, Carter, who had listened to Jarvis's interrogation, asks if Jarvis wants to tell her anything. But he tells her nothing. They descend into a hole in the floor, leading towards the sewers.
- At the New York Bell Company Office, Daniel Sousa and Ray Krzeminski start their night shift. Jack Thompson, before leaving, gives them a file with the information he received about the man in the green suit.
- Infiltration into The Heartbreak:
- Edwin Jarvis and Peggy Carter follow the sewers. While following the path, Jarvis tells Carter that he was dishonorably discharged from the army and charged with treason. He also tells her that it is because of Stark that he and his wife were not prosecuted. At the end of the sewers, Carter recognizes the symbol Brannis had drawn for her on a boat, The Heartbreak. In the boat, they find many of Stark's stolen items. At first, Carter plans to turn the items in herself, so she could get the credit and be respected; Jarvis advises her against it, citing she would only be seen as a possible collaborator of Stark. Carter then tells Jarvis to call the Strategic Scientific Reserve, to make sure that Sousa gets the credit and that they do not recognize his voice.
- Sousa and Krzeminski travel to the harbor to investigate the anonymous tip. While, on the boat, Carter fights Jerome Zandow, the protector of the stolen items. Carter uses a device called the Constrictor to take him down.
- Upon arriving, Sousa and Krzeminski find the items and the knocked down Zandow. They then call for reinforcement to bring the items back to the office. Krzeminski is ordered to bring Zandow to the office. While waiting at a stop sign, a car driven by an unknown woman rams their car. Krzeminski gets out of the car, just to be killed by the woman, who afterwards also kills Zandow.
- Peggy Carter arrives at the SSR base to find both the women downstairs as well as the agents upstairs saddened by the death of Krzeminski. Sousa takes it as a reminder that death can happen any moment and thinks the anonymous tipper tricked them into coming. Roger Dooley tells the agents that he blames Howard Stark and wants action plans to make sure they will not lose any more agents. He goes off to call Krzeminski's wife, while Jack Thompson calls his girlfriend.
- That evening Carter goes to the "L&L Automat" and tells Angie Martinelli about her job. They then go back to the Griffith Hotel to drink some schnapps.
- Rescue of Howard Stark: To smuggle Howard Stark back into the country he and Jarvis make a deal with Otto Mink. For 50,000 dollars Mink would deliver Stark at a New York train station.
- At the station Jarvis hands over the agreed upon amount of money to two of Mink's men. At the *same time, Peggy Carter takes out the three other men controlling the area. The two men blackmail Jarvis and demand another 100,000 dollar, if he wants them to keep their mouths shut. Jarvis, who at first refuses to give more money, hands them his suitcase, which has a gas inside of it, instead of the promised money. With the two men unconscious, Carter and Jarvis open the train wagon in which Stark was transported into the country. In this wagon, which is furnished expensively, Stark is playing pool.
- On their way to one of Stark's most secret residents, Carter orders to stop the car, warning them for agent Yauch and Henry, who are standing on look out for the resident. She instead takes Stark to her apartment at the Griffith Hotel. Carter uses the laundry-shaft to send Stark upstairs. She is caught by Miriam Fry, who thinks Carter had brought a lover to her room.
- At the New York Bell Company Office, Jack Thompson and Roger Dooley discuss the Battle of Finow and the Remote Typewriter. Dooley then tells Thompson that he plans to go to Germany, to talk about the battle with Ernst Mueller.
- Back at her room, before entering her apartment, Fry tells Carter that she still has to get her laundry, expecting to find a man in the shaft. To her relief, Stark has already left the shaft and entered the room of Lorraine, where they made out.
- Before going to work, Stark gives Carter a Camera Pen to make photos of the inventions in the Strategic Scientific Reserves possession.
- At work, Carter is ordered to take on the lunch orders. In the laboratory, while receiving the lunch order of Alex Doobin, she makes photos of the stored items.
- In the hope of learning more about the anonymous tipper, Daniel Sousa travels to the harbor. Here he first tries to receive some fingerprints, before being disturbed by some goons playing poker. Trying to get more information he gives them some nickles. Frank, one of the two goons, refuses to give information and tries to punch Sousa for not going away. Sousa then takes him down and brings him back to the office for interrogation.
- Otto Mink, kills the two men he ordered to receive the money, because of their failure at the trainstation. Before his death, one of the two men tells Mink that he heard Stark calling the woman that took them down Peggy.
- While checking the photos made by Carter, Angie Martinelli knocks the door, asking if Carter is coming for communal dining. Howard Stark pushes Peggy Carter, who first said she would not join dinner, to go and eat, while also asking her to take some food for him with her.
- Sousa tells Frank about what happened when he just came back from the war, hoping this story would make Frank talk, but it does not work.
- Before dinner, Carter puts some of the food into her purse. Back in her room, Stark tells Carter that she has to steal one of the inventions called the Blitzkrieg Button, a device that causes an instant city to wipe out. He gives her a replacement, so they would not notice it being stolen.
- At the office, Jack Thompson interrupts the interrogation with a bottle of scotch and a hamburger. He tells Frank that if he tells what he has seen, all of it would be his. Frank immediately tells them about a well dressed man and a dark haired woman who went on and off the boat.
- In Germany, Roger Dooley and Ernst Mueller talk about what happened in Finow. Dooley promises Mueller that if he tells him what happened he would give him a painless death. He also tells Mueller about the hanging of another German prisoner in full detail and offers to give him cyanide if he speaks. Mueller explains that there was no battle, that when the Germans arrived all the Russians were already dead. As promised Dooley gives him a cyanide pill which is actually a mint. Outside of the cell, he also gives the guard a mint.
- Theft of the Blitzkrieg Button: Carter replaces the real with the fake Blitzkrieg Button, and she nervously presses the button, not having fully trusted Howard Stark's intentions. To her surprise the device holds a vial of blood. While trying to leave the office she has to hide into the interrogation room, where she bumps into Thompson, who tells her that no men would ever see her as equal.
- In her room, Peggy Carter asks Howard Stark what is in the vial. She knocks him down when he tells her that it is Steve Rogers' blood.
- Otto Mink, who had been following Carter since she drove to the New York Bell Company Office, enters the Griffith Hotel disguised as a flower delivery boy. He hands the flowers over to Miriam Fry and is able to retrieve Carter her room number. He then leaves the building.
- Carter angrily talks to Stark about lying to her. Carter suspects Stark of using the vial to make millions of dollars and calls him a man who is out for his own gain no matter what. She tells him that she is done working as a corporate spy and leaves the room to get away from his stink, telling Stark that he has to be gone when she gets back.
- Assassination of Otto Mink: When Dottie Underwood leaves her room she notices Mink trying to enter Carter's room. When she does not go back into her room, Mink threatens her with a Automatic Pistol. Underwood who wants to have his gun, kills him and drags the body to her room.
- Peggy Carter, who just bought lunch is walking back to work and is approached by Edwin Jarvis who talks to Peggy Carter about the respect he and Howard Stark have for her, asking who else holds her in such high esteem.
- When Carter does not react the way Jarvis hoped, he turns back and tells Stark that he took her for granted and that this situation stings.
- At the New York Bell Company Office, Carter gives everyone their lunch, while Daniel Sousa takes a closer look at the photo made in "La Martinique" while Jack Thompson and Roger Dooley discuss what Ernst Mueller has told him. Thompson tells Dooley about Stark being on a plane leaving Finow airfield.
- Back in her room, Carter makes a hole in her wall to hide the Blitzkrieg Button.
- Daniel Sousa is reading some of the new information received by Dooley and notices the Remote Typewriter is receiving a message.
- Dottie Underwood wakes up from a dream about her days back at the Red Room Academy and starts her morning workout, before having breakfast with Peggy Carter at the L&L Automat. 
- During breakfast, Underwood plans a tour through New York, with Carter giving her advice. Before they both leave the L&L Automat, Underwood throws Carter's bag on the ground, making it look like an accident. While gathering Carter her stuff to put it back in her bag, Underwood steals Carter her room key.
- On her way to work, Carter buys today's newspaper at Pete's stand. At the stand she is met by Edwin Jarvis who wants to have a moment of her time. While she does have a talk with him, she does not want anything to do with him or Howard Stark anymore.
- At the New York Bell Company Office, Daniel Sousa tells Carter that the Remote Typewriter turned it self on and received an encoded message. To help them crack the code, Arlington Hall sends them a cryptographer. Much to the displeasure of Roger Dooley and Jack Thompson the cryptographer is unable to break the code. Carter immediately recognizes the code and breaks it. The code gives them the coordinates, time and the amount to pay for an item exchange between Howard Stark and Leviathan in Belarus.
- When Carter tells Dooley and Thompson that she wants to join Thompson, Rick Ramirez and Mike Li on their mission to Russia, they are first against it. She tells them that she can deliver the 107th. Dooley tells her that she is allowed to join the mission if that happens. When she returns from a phone call and tells them the 107th will meet them at the Russian border, Dooley allows her to join the mission. Dooley tells them both to gear up and roll out in an hour. Thompson tricks Daniel Sousa, who just brought him the field report, into entering the woman's dressing room. Before leaving, Thompson spots two dots on Carter her back.
- The team drops into Poland where they meet the 107th; Dum Dum Dugan, Junior Juniper, Pinky Pinkerton and Happy Sam Sawyer. Agent Ramirez is excited to meet the Howling Commandos, but Sawyer states that he hates that name. Juniper protests, given that he was the one who created the name. Dugan tells Thompson that they will cross the border with Russia at Ashmyany, Lithuania.
- On their way to Lithuania, Dugan and Carter share a cup of bourbon and talk about the trap they are running into.
- Back at the New York Bell Company Office, Daniel Sousa realizes that Peggy Carter is the blond woman on the photos taken at La Martinique, recognizing the two spots on her back.
- While sitting at a campfire, Carter and the Howling commando's make fun of Juniper, who supposedly saw a Yeti in Tibet. Carter then pushes Thompson into telling the reason he received a Navy Cross: while serving in Japan he saved his CEO and his camp from a Japanese attack.
- At a bar in New York, Roger Dooley has a conversation with an old friend about the Battle of Finow: Howard Stark visited the location in the aftermath of the battle and punched general John McGinnis. A week later McGinnis resigned from the army and another week later Stark cut his ties with the army.
- Infiltration into the Red Room Academy:
- At the Red Room Academy, the team decide to split into two groups of four. Carter's group enters a schoolroom focused on the United States of America. Agent Mike Li accidentally starts an American cartoon with a hidden message behind it. Li then hears a little girl crying.
- They encounter the child sitting against one of the beds in a sleeping hall. While Dugan talks to her, she manages to get him distracted and stabs him with her knife. She then takes his gun and shoots Junior Juniper, killing him. Carter then stops Dugan, from throwing a hand grenade into the shaft the girl used to escape, before deciding they have to leave. While Dugan, Rick Ramirez and Pinky Pinkerton search for a way out, Carter and the others enter a corridor. This corridor is guarded by a few Russian soldiers. They kill the soldiers and find a cell containing doctor Ivchenko and Nikola. Ivchenko tells Carter that they were imprisoned to build a weapon from a blueprint stolen from Stark. They free the prisoners and in the ensuing firefight with Leviathan operatives, Mike Li is killed by the little girl.
- Nikola, hoping for his freedom, offers to trade the three Americans if he and Ivchenko are free to leave. Tearfully, Ivchenko kills Nikola. Meanwhile, Thompson freezes and is to scared to help in the shootout. A minute later, Dugan blows a hole in the wall, allowing everyone to escape. Carter pushes Thompson to man up and leave the building. They then escape with Ivchenko by using one of the trucks.
- In New York, Dooley waits for Edwin Jarvis at his car. When Jarvis arrives, Dooley asks him about the fist fight Stark had with McGinnis. When Jarvis says he does not know anything about this, Dooley tells him that he just wants to know the truth and gives Jarvis a card with his number.
- At the Griffith Hotel, Dottie Underwood uses the key she stole from Carter to enter her bedroom. Here, she steals one of the photos taken in the Strategic Scientific Reserve's lab and the Sweet Dreams Lipstick. Before leaving the room, she places the string of rope back on the door lock, something that Carter uses as a check if someone entered her room.
- As Carter bids farewell to the Howling Commandos, Carter asks Ivchenko if he wants to go with them to the United States, claiming that they could use his help to fight Leviathan. Ivchenko, claiming he has nowhere else to go, agrees.
- On the plane ride home, Carter and Thompson have a conversation about how Thompson froze during the fight. Thompson decides to tell Carter the truth about how he became a war hero. The Japanese he killed entering his camp, carried white flags and were attempting to surrender, he just noticed too late and buried the white flags before anyone would notice.
- Thompson tells her that he has been trying to tell the truth since he came home from the war and that it becomes harder and harder to live with everyone thinking he is a guy he is not. She decides that his secret is safe.
- Before going to sleep, Underwood cuffs her self to the bed.
- Dooley, who just got debriefed about the mission, meets Ivchenko. Thompson invites Carter, who was talking with Daniel Sousa to join them at the bar, telling her he owns her a bourbon. Sousa, now distrustful of Carter, looks at the photo from La Martinique while Carter walks away.
- At the New York Bell Company Office, Ivchenko tells Roger Dooley, Jack Thompson and Peggy Carter about the way he was recruited into Leviathan. When Carter wants to know as much as possible about the girls at the Red Room Academy, Dooley takes her outside his office, telling her that he wants to know as much as possible about Leviathan and that he does not care about the girls. When Carter tries to convince him that one of the girls grew up to kill Ray Krzeminski and trick Howard Stark, he sends her away to follow this lead.
- Carter goes to the L&L Automat to wait for Edwin Jarvis. While waiting Angie Martinelli performs an audition she has had for a part on stage.
- Jarvis arrives at the Automat and Carter explains the situation to him, asking for a list of all the women Stark has entertained in the last six months.
- Dottie Underwood leaves the subway system in front of the New York Bell Company Office. She has a quick look at the building before entering the opposite building for a job interview at Seth Honicky's Dentistry Office.
- Daniel Sousa visits the prison to learn more about the woman that attacked Sheldon McFee. In exchange for the identification of a woman on the picture, Sousa would shorten McFee's time in prison. Sousa then shows him a photo of Carter, who identifies her as the woman that attacked him.
- To get the list of the women that Stark dated in the last six months, Carter and Jarvis visit Albert, a jeweler that makes bracelets for every woman Stark dates Upon seeing the list, Carter starts crossing names of the list, explaining to Jarvis that these people are well known and established people in New York City and could not be Russian spies.
- During the interview, Underwood kills Seth Honicky.
- Carter and Jarvis start visiting the women left on the list, trying to see if they got scars on the wrist from being cuffed to the bed. The first three women on the list do not have the scars. Next on the list is Ida Emke.
- As Ivchenko and Dooley take a break from work to have a drink, Underwood prepares a sniper gun to watch the office up close. While seemingly looking outside to see more of the City, Ivchenko communicates to Underwood in code, by tapping with his fingers.
- Ivchenko tells Underwood that he needs more time and orders her to kill Carter.
- When there is no one at home in the apartment of Emke, Carter enters the room to find information. Here she notices scratches on the bedpost from handcuffs. Carter tells Jarvis to track down the owners of the building while she talks to neighbors to gain more information about Emke. Afterwords, they would meet at the Automat.
- Still on their break, Dooley and Ivchenko talk about Dooleys family problems. Ivchenko uses this time to try and hypnotize Dooley. They are disturbed when Sousa enters the office to give Dooley the information he required about Carter being a traitor. Dooley sends agents from Washington, D.C. to the Automat to arrest Carter.
- Ambush at the L&L Automat:
- At the Automat, Carter and Jarvis share the information they gained. Carter then notices that everyone besides a few agents from D.C. leave the Automat, which is part of procedure 791: Isolate the suspects, remove the civilians before arrest.
- Carter then tells Jarvis to block the front door while she takes care of the rest. Carter takes out the three agents inside the Automat, then leaves with Jarvis via the backdoor. There they are stopped by Thompson, who keeps Carter at gunpoint. Carter then knocks him down. Jarvis and Carter split up and agree to meet at the Dublin house. Before leaving the street to visit the Griffith Hotel she is again stopped at gunpoint. This time by Daniel Sousa. She apologizes to him before running away.
- Back at the office, Dooley is displeased to hear that Carter managed to escape the men. Dooley threatens that they will become grade school hall monitors if they fail to apprehend Carter. Dooley then orders Yauch to babysit Ivchenko, while he deals with the Carter debacle. Ivchenko hypnotizes Yauch, while talking to him and has him tell everything he knows about the Howard Stark investigation, his inventions and how to escape the building. Ivchenko, then instructs Yauch to commit suicide.
- Chase of Peggy Carter: Thompson, Sousa and a group of agents travel to the Griffith Hotel. They enter the building shortly after Carter. They receive the room number from Miriam Fry and the agents move upstairs to Carter's room, where at the same moment Carter is retrieving the Blitzkrieg Button out of its hiding place. The agents enter Carter's room and start searching for her, but Carter had left the room just in time via the window and hides on the ledge. The agents then visit Angie Martinelli's room, who had just noticed Carter standing on the ledge. The agents start questioning Martinelli on her friendship with Carter. Martinelli uses her acting skills and lies to help Carter. Not being able to handle a crying woman, the agents quickly leave her room to talk to other neighbors. Martinelli then allows Carter into her room. To help Carter escape, Martinelli calls her brother, who promises to pick her up. They then say goodbye to each other and Carter leaves the room. On her way out Carter runs into Underwood, who kisses Carter unexpectedly. Because Underwood wears Carter's Sweet Dreams Lipstick she is knocked out unconscious. While falling down, Carter notices the handcuff scars on Underwood's wrists. Before being able to kill Carter with a knife, Thompson and Sousa approach Underwood. Underwood tells them that she found Carter laying on the floor this way. The agents handcuff Carter and take her with them to their car. While walking trough the Griffith Hotel the other residents follow them outside, watching them while Carter is placed in the back of the police car.
- From the back of the car, Carter looks at Underwood, standing between the residents.
- At the New York Bell Company Office, Carter tells Dooley that she can explain it all.
- When Fry wants all the residents downstairs, Martinelli knocks on Underwoods door to get her. When she enters the room she notices it being empty. 
- In the interrogation room, where she is handcuffed to the table, Dooley tells his men not to go easy on her just because she is a girl. Carter is interrogated by three different men in three different styles: Daniel Sousa, who uses friendship; Chief Dooley, who uses fatherly disappointment; and Jack Thompson, who cites betrayal from Howard Stark.
- Ivchenko watches with amazement as Carter calculates each man's speech with an appropriate response. When Thompson questions why he is watching the interviews, Ivchenko chooses to leave to avoid further confrontation.
- Edwin Jarvis tries to help Carter with a false confession he forged with Howard Stark's name. But Dooley wants Stark in exchange for Carter and keeps them both in the office.
- Ivchenko communicates with Dottie Underwood, who is stationed across the street in the dentistry office of Seth Honicky. In Morse Code, he tells her to get ready for evacuation, however Carter and Jarvis catches him signaling. Dooley tells Ivchenko to close the window, as he does, he sees Thompson and Sousa leading agents across the street. He knows he has to escalate his plans.
- Ivchenko takes control of Dooley and has him clear the lab of Alex Doobin. They find Item 17; as an extra bonus, Ivchenko finds a Stark Heat Vest, about which he had heard stories. Dooley allows Ivchenko to leave the New York Bell Company uncontested.
- Escape from SSR Custody: The agents find Dottie Underwood across the street. She fights her way pass them and picks up Ivchenko with a car. She tells him that they have been discovered; Ivchenko is calm, telling his accomplice that the SSR will be too busy to pursue them. He tells her that Item 17 needs to be tested.
- Dooley awakens from the dream that Ivchenko gave him; he is strapped in the Stark Heat Vest with no way of escaping. Fearing the lives of his colleagues, Roger Dooley jumps from a window as the vest explodes. The pain that Ivchenko has caused the SSR, makes him now their number one priority.
- Massacre at the Cinema Theater: Underwood takes the Midnight Oil to a movie theater in a baby carriage that she had earlier purchased and releases its contents. The released gas makes the patrons kill one another.
- A movie usherette escorts two guest to the movie. At the doors she notices that the doors have been locked down. When she opens the doors she finds the results of the massacre, which causes her to scream.
- The New York City Police Department is called to investigate the deaths in the cinema theater.
- The Strategic Scientific Reserve is called by the New York City Police Department to help investigating the deaths in the cinema theater. Peggy Carter, Daniel Sousa, and Jack Thompson are the agents sent to investigate.
- Sousa discovers the canister of the gas that caused forty-seven people to kill each other and accidentally inhales it. He attacks Thompson and slaps Carter before being knocked unconscious. When he awakens, Sousa does not have a clear memory of what he has done; Carter explains to him what happened.
- Kidnapping of Howard Stark: Howard Stark returns from hiding. Carter questions the motives of Johann Fennhoff as Stark reveals what happened at the Battle of Finow. It is decided that he will be bait to make Fennhoff appear. He appears in public and reveals the events that have taken place. Stark is no longer deemed a fugitive. However, Stark is kidnapped by Dottie Underwood and Fennhoff, who take Stark to his own hangar.
- Raid of Howard Stark's Warehouse: Johann Fennhoff hypnotizes Howard Stark and orders him to fly a plane armed with Midnight Oil into Times Square, New York City. Stark's butler Edwin Jarvis pursues Stark by plane while Agent Peggy Carter confronts Underwood and Agents Daniel Sousa and Jack Thompson confront Fennhoff. Carter manages to break Stark's hypnosis, by talking to him via radio, while Sousa and Thompson arrest Fennhoff, but Underwood escapes from the hangar before Jarvis and Stark return.
- Senator Walt Cooper visits the New York Bell Company Office of the Strategic Scientific Reserve to commend Thompson for stopping the attack on Times Square.
- Jarvis shows Angie Martinelli and Peggy Carter to a residence which Stark has provided for them, and Jarvis turns over the vial of Captain America's blood to Carter, who later visits the Brooklyn Bridge and empties the blood into the East River.
- Once he is imprisoned, Johann Fennhoff discovers that he has Arnim Zola as a cellmate. Since Fennhoff is muzzled, Zola has him write down how his mind-control power works.
- Capture of Dottie Underwood: Dottie Underwood attempts to rob the Bowery Savings Bank, but she is stopped by Peggy Carter and Chief Jack Thompson. Underwood is taken into custody. Carter begins to interrogate Underwood in order to discover why she attempted to steal a lapel pin, which was inside a vault.
- Daniel Sousa, chief of the SSR's new West Coast Office, asks Thompson to send an agent as backup due to a recent incident involving a mysterious murderer. Thompson decides to send Carter over to Los Angeles, and takes over Underwood's interrogation.
- Carter arrives in LA, where she meets with Edwin Jarvis. He explains that Howard Stark moved to the West Coast after he acquired a defense contract, and since he liked Los Angeles, he opened up a new estate on the West Coast. Jarvis also tells her how Stark is currently in the process of creating his own motion picture studios. At Stark's new house, Carter finally meets Ana Jarvis.
- The case that Carter investigates involves Jane Scott, a scientist employed by Isodyne Energy, found frozen solid in Echo Park. The SSR was asked to learn why both the woman and lake are frozen, in the midst of a heat wave. Carter reports to Sousa and they both receive the help of the Detective Henry, who is suffering from a summer cold.
- The three go to Isodyne Energy Headquarters, where Carter sneaks past the Receptionist and meets Jason Wilkes, a scientist who works there. Wilkes agrees to help in the investigation, since he has an interest in Carter. Wilkes informs Carter that he heard that his boss Calvin Chadwick was involved in a relationship with Scott.
- Carter and Jarvis meet with Chadwick and his wife Whitney Frost in the horse racetrack, but Chadwick refuses to cooperate.
- The agents, Wilkes, and Henry return to Medical Examiner Meltzer to see what progress he has had on the autopsy, only to find him frozen to death.
- Meanwhile, in New York City, Agent Vernon Masters takes Underwood into FBI custody and tells Thompson, who unsuccessfully tried to interrogate Underwood, that he wants Thompson to look elsewhere for work, since the last days of the SSR are coming.
- Sousa and Carter find the autopsy report of Meltzer, which states that the woman was stabbed and her shoes switched after she was frozen, a detail that only the killer and the police knew.
- Kidnapping of Jason Wilkes: Andrew Henry grows sicker and accidentally freezes water from a fountain. When Wilkes notices Henry, Henry abducts him in order to force him to make him a cure. Sousa and Carter chase the rogue cop, who was hired to dispose of Scott's body, and used the cold case of the Lady of the Lake killer to cover his crime. Henry is killed by another officer despite Sousa and Carter specifically stating that no guns are to be used, as the SSR wanted him alive for questioning.
- Sousa orders the body to be transferred in the morning to the Auerbach Theatrical Agency for further investigation as to what was ailing Henry. Wilkes asks Carter out on a date, but she declines.
- As Sousa meets with his girlfriend, Jarvis takes Carter back to their home.
- The officer who killed Henry is paid by Chadwick and Frost.
- Carter and Jarvis have a sparring session together. Jarvis then takes Carter to the Auerbach Theatrical Agency, where she meets Violet.
- Sousa plans to propose to Violet with an engagement ring.
- The Council of Nine has a meeting at the Arena Club, where they decide to no longer support Calvin Chadwick's efforts to study Zero Matter, in order to only focus on his senatorial campaign. Chadwick reluctantly agrees.
- Chadwick tells his wife Whitney Frost about the decision. She is livid, and decides to obtain the substance for herself.
- Theft of Jane Scott's Body: Carter and Sousa, after discovering that the body of Jane Scott is missing and her transporters killed, obtain a search warrant to enter Isodyne Energy Headquarters, but the Receptionist stops them, saying that the building had a "radioactive accident". Carter talks to Jason Wilkes and he gives her a message to meet him later at the Dunbar Hotel for more information.
- Rufus Hunt is hired to kill Jason Wilkes.
- Carter meets with Wilkes, who turns the meeting into a date, because he wants to be sure he can trust her before putting his life in her hands with the information he plans to reveal. The two dance and talk about Carter's past and Wilkes' upbringing, before he shows her a film he stole, documenting the origin of the Zero Matter that Isodyne Energy has. They decide to steal it to take it to the Strategic Scientific Reserve for study.
- Frost, with a few men, decides to take the Zero Matter from the Isodyne Energy Laboratories.
- Attack on Jason Wilkes and Infiltration into Isodyne Energy Headquarters:
- Hunt and his team attack Carter and Wilkes, but they manage to escape. Carter sends a distress beacon to Jarvis. Jarvis alerts Sousa, forcing him to cancel his date to investigate.
- The couple successfully infiltrate Isodyne Energy Headquarters. As Carter fights Hunt and his men, Wilkes puts the Zero Matter in a containment vessel, but he is interrupted by Frost, who at a gunpoint orders Wilkes to relinquish the substance. The two fight and the container falls and shatters. This triggers an implosion, which swallows both Wilkes and Frost. Due to the nature of the implosion, Wilkes is presumed dead.
- Frost runs away from the scene and goes to her home.
- A few hours later, in the morning, Daniel Sousa apologizes to Violet for missing their date and promises that he will make it up to her.
- The Strategic Scientific Reserve writes a letter to Peggy Carter about the recent discovery of the Zero Matter.
- Frost hides in her closet in order to avoid her husband Calvin Chadwick. She looks at the black-colored wound on her forehead, seeping with Zero Matter, realizing that she has been infected.
- Chadwick and Frost go to Wilkes' home and place evidence with the purpose to frame Wilkes of espionage, to prevent anything from disrupting Chadwick's Senate bid.
- Peggy Carter goes to the home of Jason Wilkes to meet with Daniel Sousa and Agent Vega. They want to discover what possible connection Wilkes had to the men who tried to kill him and Carter the night before. The three find the evidence that Wilkes is a Communist spy, including the gun used to kill agents White and Beringer, but Carter does not believe the evidence, because it was too easy to find.
- Carter and Edwin Jarvis go to the set where Stark Pictures is filming a motion picture based on the Kid Colt comic to show Howard Stark the film that Wilkes gave her, with the origin of Zero Matter. Due to a symbol of the Arena Club on Wilkes' file they discuss the possibility of the club being involved in recent events.
- Carter finds Jack Thompson in Sousa's office when she comes to the Auerbach Theatrical Agency; he wants her to sign a forged report saying that Wilkes was a Russian spy and conclude the investigation. Carter refuses, so Thompson does it himself. He tells Carter that she is to accompany him back to New York City.
- Stark, Jarvis, and Carter make a plan to sneak Carter into the men-only Arena Club to plant eavesdropping devices.
- Infiltration into the Arena Club:
- Peggy Carter uses the distraction created by Howard Stark and Edwin Jarvis, who brought women into the men-only Arena Club, to infiltrate a hidden room where the Council of Nine meet.
- There she finds two Los Angeles Tribune newspapers with July 16, 1947 as the date, which is set within the nearby future.
- Both newspapers report that Representative Anderson has resigned from his Senate bid, with one saying that he was in a sexual scandal. Carter is not able to procure the papers lest she be found by Rufus Hunt. Fortunately, Jarvis helps Carter to leave the club before she is caught.
- Carter tells Jack Thompson and Sousa about the newspapers, but Thompson does not believe her. Storming out of his office, Sousa calms Carter's anger, but he stops once he notices objects floating in her presence.
- California State Representative Anderson is forced by the Council of Nine to resign from the Senate election, leaving Council member Calvin Chadwick unopposed.
- Carter goes to Stark wondering if she has been affected by the exposure to Zero Matter. Stark uses his genius to create a concoction that makes Wilkes visible and audible, though not tangible; the two scientists start to work together to find a cure for his dilemma.
- Meanwhile, Sousa discovers a lead, a woman by the name of Agnes Cully, who was a scientist during World War II, and whose genius helped the Allies and eventually put Isodyne Energy on the map.
- Carter goes to see Frost since she was also in the explosion that gave Wilkes his abilities. Frost continually lies during the conversation. She then asks her husband to have Rufus Hunt kill Carter.
- Thompson is visited by FBI agent Vernon Masters just as Thompson finishes watching the stolen film. Masters says that Wilkes stole something sensitive from Isodyne Energy and hopes that Thompson can retrieve it for him. Thompson feigns ignorance at first, but later gives Masters the film reel, lying about having seen the film.
- Attack on Peggy Carter: While Carter is exercising to relieve stress, Hunt attacks her; however, Carter and Jarvis force him to flee after Carter shoots his hand.
- The next day, Stark decides to go to Peru to see Abner Brody, an old professor of his who could help Wilkes. Carter convinces Wilkes to stay at Howard Stark's Estate, despite Wilkes' protest that his presence is endangering the estate's inhabitants.
- Daniel Sousa tells Peggy Carter the information that he had about Agnes Cully. When Carter asks how Cully factors into their case, Sousa reveals that Cully is none other than actress Whitney Frost, with Frost being only her stage name.
- Jack Thompson goes to the Arena Club to see his friend Vernon Masters before he returns to New York City. Masters introduces Thompson to Calvin Chadwick, while reading in the newspaper that Representative Anderson has decided to resign from the election bid. Thompson sees the newspaper and realizes that Carter was not lying to him.
- Kenneth, Frost's director, tries to seduce Frost, but is repulsed by the scar on her face. Suddenly, Frost accidentally turns him into Zero Matter and absorbs him. The scar on her forehead grows larger.
- Whitney Frost does experiments on rats to master her power over the Zero Matter.
- Kidnapping of Rufus Hunt: Peggy Carter learns from Jason Wilkes that Frost is beyond ingenious, so she and Jarvis go to meet with Calvin Chadwick. However, when Carter sees Rufus Hunt, she and Jarvis manage to kidnap him.
- When Sousa discovers what Carter and Jarvis have done he reprimands Carter. However, the two take Hunt to the Auerbach Theatrical Agency and interrogate him there. They learn that Hunt works for the Council of Nine: powerful men who have ties to major events and prominent people.
- Sousa and Carter prepare a group of agents to raid the Arena Club, but Vernon Masters enters the SSR base with a team of FBI agents, telling them that their case files will be audited and they have an executive order to halt all actions.
- Masters and Carter withdraw to talk; Masters wants to know who the informant was on their search warrant. Carter refuses to answer, so Masters threatens Carter, explaining that although she might survive the changes are, her allies might not.
- Due to Masters' involvement, Carter and Sousa put a listening device on Hunt and allow him to escape their custody. Hunt runs to the Chadwick Residence to tell Chadwick and Frost about his kidnapping and interrogation. Hunt wants Chadwick to protect him from the wrath of the Council, or he will tell the Council that the two are performing outside its guidance. Chadwick acquiesces, but Frost uses her newly mastered powers to kill Hunt. The group hear how Hunt was killed and wonder what Whitney Frost is becoming. When Chadwick asks Frost what she is, she tells him that she is whatever she wants to be.
- Peggy Carter is awakened by Jason Wilkes, who shows her that Zero Matter is attracted to him. Wilkes proves with an experiment that the substance can make him tangible. Wilkes reveals that when he used the tissue sample of Jane Scott with the Zero Matter in it, he somehow felt where her body was. Wilkes shows Carter and Edwin Jarvis, by using a map of Thomas Gloucester's County Cold Storage Building, where Scott's body is being kept.
- Sousa proposes marriage to Violet in her home. She accepts.
- In order to help Wilkes by using Scott's corpse, Carter and Edwin Jarvis go to where the body of Jane Scott is held to take it to Wilkes. However, they discover that Whitney Frost and Calvin Chadwick are already there with the same intentions. As Frost absorbs the Zero Matter from the corpse, she tells her husband that she needs an Atomic Bomb to recreate the rift that created the initial anomaly.
- Due to Sousa and Violet's engagement, a small party is held in the Auerbach Theatrical Agency for the chief.
- Carter and Jarvis inform Wilkes of what happened, and he tells them that Frost must be stopped. Jarvis reveals that Howard Stark conducted intelligence on his rival, Hugh Jones of the Roxxon Corporation. From these intelligence reports he knows that one warehouse had excessively security and suspects that's where the atomic bombs are located.
- Carter arrives at the SSR Headquarters and congratulates Sousa, but she is more concerned with how to infiltrate the Roxxon Warehouse to disarm any atomic bombs Frost might procure.
- To proceed with the infiltration, Carter searches Hugh Jones' office for the key to his building; however, Jones discovers her, so Carter uses the Memory Inhibitor that the Lab technician Aloysius Samberly gave her to stun Jones and remove his recent memory of seeing her. Carter finds the access key and manages to escape.
- Frost goes to Joseph Manfredi her ex-lover and leader of the crime syndicate Maggia, to get men to help her carry the bombs.
- Infiltration into the Roxxon Warehouse:
- Together with Rose Roberts, Samberly, Jarvis, Sousa and Carter infiltrate the Roxxon Warehouse. Suddenly, both parties encounter each other and a battle ensues. Jarvis manages to disarm the bombs as Carter fights Frost.
- Frost ultimately grabs Carter's arm, disabling her from using her Zero Matter. Carter manages to kick Frost away, but also propels herself off a railing. Failing to hold on, she lands on a steel bar and is impaled. Frost and Chadwick escape.
- Sousa and Jarvis take Carter to Violet's house for medical attention, since they cannot trust a hospital due to the influence and connection the Council of Nine may have. Violet helps Carter, but realizes that Sousa is in love with Carter.
- On their way home, after Frost falls asleep, Chadwick decides to stand up for himself against Frost and calls an emergency meeting of the Council to explain the situation to them.
- Talking to Carter while she rests from her wound, Wilkes suddenly begins to fade away. Wilkes is beginning to disappear from the human world and fades into another dimension, as a nearby rift beckons him to enter. Wilkes desires to enter, but when he hears Peggy Carter calling his name, he is brought back to the human world. He explains the occurrence to Carter and Jarvis, and they decide to make a containment device for him to stay tangible. Wilkes discovers that he needs mass to be contained.
- Violet ends her relationship with Sousa.
- Calvin Chadwick informs Whitney Frost, that he has prepared a meeting tomorrow with the Council of Nine and that she has been invited so she can explain her plans to them.
- Carlos Santana is born.
- Carter, in incredible pain, meets with Daniel Sousa to explain her plan to get a sample of Whitney Frost's Zero Matter-contaminated blood, to infuse into Wilkes so that he can be tangible, but Sousa has her realize that she is in no condition for such an assault.
- Carter and Sousa free Dottie Underwood from FBI custody to help them.
- Infiltration into the MacArthur Grand Hotel:
- The plan is to have Edwin Jarvis and Underwood enter Calvin Chadwick's fundraising party, prick Frost with the Vacuum Syringe, and exit.
- Carter places a tracker on Underwood and microphones on both, as she and Sousa monitor from a vehicle outside. Though initially surprised by the presence of Jack Thompson at the party, Underwood successfully gets the blood sample; however, instead of exiting, she takes a detour, removes her microphone and hides in a closet to secretly witness a Council of Nine meeting.
- Unbeknownst to Frost, the Council was called to an emergency meeting by Chadwick to kill her, not to help her. After Frost demonstrates her powers to the Council on a rat, the Council reveals that their plan was to have Frost captured, but she kills her captors and breaks free of her bonds. She then kills half the Council, including Thomas Gloucester and her husband. Frost takes command of the remaining members, telling Mortimer Hayes to create a cover story for the deaths, and Hugh Jones to give her access to all Roxxon Corporation facilities.
- Kidnapping of Dottie Underwood: Underwood runs away and tries to escape but is stopped by Vernon Masters. She engages in a fight with the two men accompanying him. Before Underwood can escape, she is knocked out by Thompson.
- During her fight, Underwood dropped the syringe, but it is recovered by Jarvis before he is ushered out of the MacArthur Grand Hotel. While Sousa, Carter, and Jarvis wonder where Underwood is, Underwood is placed in the trunk of a car, with Frost's approval.
- Masters informs Thompson of what happened, insisting that it was all Carter's fault, and ordering him to stop her.
- With the help of Ana Jarvis, Wilkes ends the construction of the containment chamber that can keep himself solid.
- In the morning, Carter is visited by Thompson, who confronts her about the recent events and tries to convince her to leave to New York City with him. However, Carter refuses.
- At the Chadwick Ranch, Whitney Frost, who has Joseph Manfredi as her new escort and his Maggia men as her bodyguards, uses her powers over the Zero Matter in a non-lethal manner to get Underwood to talk. Underwood reveals that Jason Wilkes is alive and that he is in a non-tangible state. Frost then reactivates the tracker in Underwood's necklace so Peggy Carter can find her reluctant ally.
- Frost sends Masters to see Daniel Sousa, to get him to relinquish the uranium rods, because she needs those exact ones to recreate the incident which caused the Zero Matter to appear.
- Ana Jarvis begins to realize that Carter and her husband do dangerous work on their adventurous missions.
- Carter and Edwin Jarvis discover that Underwood's tracker has been activated and go to retrieve her.
- Sousa is uncooperative with Masters' plan, causing Masters to threaten Sousa before leaving his office.
- When Carter and Sousa arrive where Underwood is being held, they manage to employ the Jitterbug device, that incapacitates their enemies by knocking them out. They rescue Underwood successfully, but Carter notices that Frost is not among those knocked out. Underwood reveals that she was a distraction, and that Frost is truly after Wilkes at Howard Stark's Estate.
- Ambush at Howard Stark's Estate: Ana Jarvis, drunk after her dinner with Wilkes, deactivates the estate's alarm, allowing Frost to enter the place without any problems. Frost encounters Wilkes and he accidentally absorbs enough Zero Matter from her to have a lasting tangibility. Frost knocks Wilkes out and Joseph Manfredi carries the unconscious Wilkes to the car. Ana tries to stop the pair. Frost sees Carter's car approaching, so she shoots Ana in the abdomen as a distraction for her escape.
- Attack on Daniel Sousa: Meanwhile, due to his decision to not help Masters, Sousa is attacked by two masked thugs.
- Ana Jarvis is brought to the Waverly Memorial Hospital, allowing Underwood to escape from the trunk of the car where Carter had her locked in, killing a police officer in the process.
- Jack Thompson travels to England seeking for files on Carter in order to blackmail her.
- Carter calls the Auerbach Theatrical Agency to give Sousa an update on the latest occurrences, only to hear Masters answer the phone. Masters has taken command of the Strategic Scientific Reserve base, citing that Sousa is too injured to lead.
- Edwin Jarvis sits in the hospital, worried about the fate of his beloved Ana.
- Jason Wilkes awakens only to find Whitney Frost observing him and experimenting with how long he can stay tangible after he absorbs Zero Matter from her. Wilkes decides to work with Frost for more understanding of the substance.
- An emergency surgery is made on Ana Jarvis in order to save her life.
- Daniel Sousa meets with Carter and reveals that Frost is working with the Maggia leader, Joseph Manfredi.
- Thompson pretends to be drunk with an old college friend who gives him a redacted file with information on Carter.
- Sousa and Carter go to see Joseph Manfredi to learn why he is assisting Frost and propose to trade Wilkes in exchange for the uranium rods, desired by Frost. After concurring with Frost, they make arrangement for the trade.
- Ana Jarvis survives the operation and wakes, but she can no longer have children due to the gunshot.
- Aloysius Samberly prepares fake uranium rods for the exchange.
- Using a fax machine, Howard Stark sends them specification on how to build a Gamma Cannon: a device that can pull apart the Zero Matter from Frost or Wilkes.
- Thompson arrives at Howard Stark's Estate to show Carter that he has privileged information on her. However, Carter says that those are probably lies.
- Rescue of Jason Wilkes: Carter, Jarvis, and Sousa make the exchange, but one of Manfredi's men drops the rods, causing Frost to realize that she has been tricked.
- Wilkes learns from Sousa, by holding Carter at gunpoint, that the real rods are in the Auerbach Theatrical Agency.
- There, Vernon Masters retrieves the rods. Thompson discovers that Masters reports to Frost, so Masters uses the Memory Inhibitor on Thompson.
- Attack at the Mojave Desert:
- The experiment opens a rift in the sky; Frost stands near the rift, but it absorbs only Wilkes. Carter's team fires the Gamma Cannon at the rift, but Jarvis goes solo to confront Frost and shoots her in revenge, hoping to kill her.
- Wilkes lays silent on the desert ground as the rift collapses.
- However, Frost heals quickly and tells Manfredi not to kill her enemies, since Wilkes might be more cooperative if they are alive.
- Carter and Jarvis are forced to enter one of Manfredi's trucks.
- Jack Thompson, Aloysius Samberly and Sousa see an SSR car approaching, but Sousa warns them that agents Vega and Blackwell work for Vernon Masters and were probably sent to kill them.
- Thompson devises a plan that saves their lives by playing on his authority and the fact that Masters does not know that Thompson knows the truth. The five men all pack into the car.
- Using the Hot Wire device, Carter and Jarvis manage to escape from their captors, to Frost's anger. Carter and Jarvis capture a truck from Manfredi's men and use it to return to Los Angeles.
- Thompson pretends to betray Sousa and Samberly, as to gain Masters' trust again. He talks Masters into using the Gamma Cannon against Frost; Masters agrees.
- Wilkes agonizes as he tries to hold the Zero Matter within himself, but Frost straps him down to extract the substance.
- Carter enters the Auerbach Theatrical Agency and begins beating Masters until she is stopped by Thompson and Sousa; she learns that Masters has sided with them for his own purposes against Frost.
- Masters agrees a meeting with Frost to deliver her the Gamma Cannon at the Los Angeles Waste Management Facility.
- Ana Jarvis learns the truth about her infertility from Edwin.
- Ambush at the Los Angeles Waste Management Facility:
- Secretly, Thompson had Samberly turn the Gamma Cannon into a bomb to kill Frost. When Sousa and Carter learn of the duplicity of Thompson's plan, they try to stop his suicidal effort.
- Peggy Carter goes to free Wilkes before Thompson can activate the bomb. Wilkes tells her that he is unstable and that she should not have freed him. Frost discovers the trap and manages to trap Masters, but Thompson arrives, so she decides to have Thompson kill Masters for her; however he convinces her to do it herself.
- Thompson exits to set his bomb, but it is deactivated just in time by Samberly. Thompson resets the bomb just when Wilkes, convinced by Carter to do the right thing, confronts Frost. Jason Wilkes expels the Zero Matter within him in a violent explosion that is felt by Peggy Carter, Daniel Sousa, Aloysius Samberly, and Jack Thompson.
- The group finds Wilkes alive, but discovers Whitney Frost absorbing the black substance into herself. Everyone flees as her power increases. As Frost pursues, she gets hit by a car driven by Edwin Jarvis and Howard Stark. Everyone gets inside Stark and Samberly's cars as Frost stands and frowns.
- At Stark's Estate, Stark confirms that the Zero Matter has definitely left Wilkes' body.
- Sousa and Thompson arrest agents Harper and Vega and all other Strategic Scientific Reserve agents loyal to Masters.
- Frost begins to formulate ways to make a permanent opening for the Zero Matter to infect the Earth. Frost's distant attitude angers Joseph Manfredi, who feels that she is not the woman with whom he fell in love; so he decides to ask for Carter's help.
- Manfredi visits Carter and the others at Stark's Estate and revealing himself to be a friend of Stark. Manfredi reveals Frost's plan and agrees to help them infiltrate Frost's room so they can take pictures of her formulas. Using Frost's formulas, the team create a new Gamma Cannon that will be capable of closing Zero Matter's rift once Frost has been separated from it.
- Thompson looks through Masters' belongings and discovers that the pin from the Arena Club is actually a key.
- Destruction of the Zero Matter Rift: The team opens a rift at Stark Pictures, which is felt by Frost, who quickly arrives at the studio. Stark fires the Gamma Cannon at Frost and she loses all of her Zero Matter back to the other dimension; she is then arrested. The rift starts to absorb Sousa as well, but Jarvis saves him by throwing the Gamma Cannon into the rift and detonating it inside, closing the rift permanently.
- Ana Jarvis goes home from the hospital with her husband Edwin. They say goodbye to Carter, who is about to return to New York City.
- Frost is visited by Manfredi in prison.
- Carter begins a relationship with Sousa.
- Attack on Jack Thompson: Meanwhile, Thompson is packing his bags to return to New York City when he learns that Carter plans to stay in Los Angeles for a while longer. When he answers a knock on his hotel door, he is shot. The shooter steals the redacted file on Carter and leaves.
- An unidentified Iron Fist is captured on film by the Chinese Government. The Iron Fist was defending a secret passage into K'un-Lun, from a group of soldiers that had become lost in the jungle, while filming propaganda.
- New York City Ballet is founded.
- Cheetos are introduced.
- John Schultz is born.
- Daniel Sousa and Peggy Carter break up. Sousa is saddened, feeling he ultimately could not stick around long enough to make it last.
- Steven Demetre Georgiou, later called Yusuf Islam, and later known by his stage name Cat Stevens is born.
- Nineteen Eighty-Four: A Novel by George Orwell is published, containing the quote, "The very concept of objective truth is fading out of the world."
- After returning Mjølnir and all the Infinity Stones to their rightful time, Steve Rogers arrives through the Quantum Realm, having decided to make one final journey, to get a chance to be with the woman he loved and lost, Peggy Carter. He arrives at Carter's doorstep, and she immediately lets the man she thought lost forever into her home, the two overwhelmed to see each other again, leaving the door ajar. Rogers and Carter play It's Been a Long, Long Time by Jule Styne and Sammy Cahn, a song about returning to a loved one after a long time spent tirelessly at war and a favorite of Rogers', as Rogers finally allows himself to do just that. The pair hold each other close and finally have the dance they thought they would never get after the events of 1945. They share a kiss, deeply in love and finally united.
- Arnim Zola is released from prison and is recruited to form part of the upcoming S.H.I.E.L.D. as part of Operation Paperclip.
- Howard Stark recommences the plans to start S.H.I.E.L.D., this time with the help of Chester Phillips. Peggy Carter ends her work at the Strategic Scientific Reserve, and becomes one of the founders. The agency would officially start in the 50s.
- The Playground begins construction for the Strategic Scientific Reserve's transition into the SSR research division of S.H.I.E.L.D.
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