Peggy Carter goes to the home of Jason Wilkes to meet with Daniel Sousa and Agent Vega who are already there; they want to discover what possible connection Wilkes had to the men who tried to kill Wilkes and Carter the night before. The three find 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.
Meanwhile, Calvin Chadwick and Whitney Frost applaud themselves for accusing Wilkes of espionage to keep anything from disrupting Chadwick's Senate bid. Hiding her scar, Frost asks Chadwick about retiring from acting, but he misinterprets her reason for asking and tells her that she can become a stay-at-home mother after they move to Washington, D.C.
Carter and Edwin Jarvis go to 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. Stark, Jarvis, and Carter make a plan to sneak Carter into the men-only Arena Club to plant eavesdropping devices, but the devices do not work inside the hidden room where the Council of Nine meet. Carter sees pre-printed Los Angeles Tribune newspapers with tomorrow's date on it, stating that Representative Anderson has resigned from the Senate race, but before Carter can take them, Rufus Hunt inspects the room, causing Carter to hide. Jarvis helps Carter to leave the club before she is caught.
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 the investigation is concluded. Carter refuses, so Thompson does it himself. He tells Carter that she is to accompany him back to New York City. Carter tells him and Sousa about the newspapers, but Thompson notes that she has no evidence. Storming out of his office, Sousa calms Carter's anger, but he stops once he notices objects floating in her presence.
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 find it to give to him; Thompson feigns ignorance, originally, but later, gives Masters the film reel, lying about having seen the film.
Meanwhile, Sousa discovers a lead - a woman by the name of Agnes Cully was a scientist during World War II, whose genius helped the Allies and eventually put Isodyne Energy on the map. When Carter asks how Cully factors into their case, Sousa reveals that Cully is none other than actress Whitney Frost, with Frost being her stage name.
Carter goes to Stark wondering if she has been affected by the exposure to Zero Matter. When 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.
Carter goes to see Frost since she was also in the explosion that gave Wilkes his abilities. Frost continually lies during the conversation. Frost then asks her husband to have Hunt kill Carter. While Carter is exercising with a punching bag to relieve her frustration, 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 to the estate's inhabitants.
Sousa tells Peggy about Agnes Cully- an inventor who made Isodyne big. He then reveals Agnes Cully is the real name of Whitney Frost.
Thompson decides to say farewell to Masters before his flight; they enter the Arena Club where Thompson is introduced to Chadwick. Thompson notices that the morning paper has the headlines exactly as Carter described them.
Kenneth, Frost's director, tries to seduce Frost, but is repulsed by the scar on her face. Suddenly and accidentally, Frost turns him into Zero Matter and absorbs him. The scar on her forehead grows larger.
- Hayley Atwell as Peggy Carter
- James D'Arcy as Edwin Jarvis
- Chad Michael Murray as Jack Thompson
- Enver Gjokaj as Daniel Sousa
Special Guest Star:
- Wynn Everett as Whitney Frost
- Reggie Austin as Doctor Jason Wilkes
- Currie Graham as Calvin Chadwick
- Chris Browning as Rufus Hunt
- John Balma as Torrance
- Kurtwood Smith as Vernon Masters
- Randy Sklar as Kenneth
- Rey Valentin as Agent Vega
- Walker Roach as Kid Colt
- Clayton Norcross as Sheriff
- Hope Lauren as Gorgeous Blonde
- Chris Harrison as Security Guard Warshauer
- Anika Contos as Gorgeous Girl (uncredited)
- Edward J. Pei as Stark's Cinematographer (uncredited)
- Unknown Actor as Leopold (uncredited)
- Unknown Actor as Kid Colt (Fiction) (uncredited)
- Los Angeles, California
- Isodyne Energy Headquarters (mentioned)
- New York City, New York (mentioned)
- New York Bell Company Office (mentioned)
- Moscow, Russia (mentioned)
- Washington, D.C. (mentioned)
- Broxton, Oklahoma (mentioned)
- Turkey (mentioned)
- India (mentioned)
- Pakistan (mentioned)
- Peru (mentioned)
- France (mentioned)
- Infiltration into the Arena Club
- Attack on Peggy Carter
- Attack on Jason Wilkes (mentioned)
- Infiltration into Isodyne Energy Headquarters (mentioned)
- Capture of Dottie Underwood (mentioned)
- Theft of Jane Scott's Body (mentioned)
- Kidnapping of Howard Stark (mentioned)
- World War II (mentioned)
To be added
- Strategic Scientific Reserve
- Stark Industries
- Council of Nine
- Los Angeles Police Department
- Los Angeles Tribune
- Screen Times
- Isodyne Energy (mentioned)
- Communist Party (mentioned)
- Dottie Underwood
- Jane Scott
- Arlene French
- Andrew Henry
- Abner Brody
- Kid Colt
- Jack Thompson's Father
- Irene Dunne
- Eleanor Roosevelt
- Cary Grant
- Rita Hayward
- Marie Curie
- John Hancock
|A String of Pearls||Glenn Miller|
- The glass window decoration in Howard Stark's Estate resembles the Arc Reactor.
- Edwin Jarvis makes a meta-reference to the AI J.A.R.V.I.S., stating that he has no desire to spend the rest of time as a disembodied voice.
- Howard Stark says he needs to find his old professor in Peru, Abner Brody. This is a reference to Raiders of the Lost Ark (1981). In that film, Abner Ravenwood and Marcus Brody were both professors that worked with Indiana Jones.
- Stark's "comic book movie" is based on one of Marvel's old west heroes, Kid Colt. Peggy Carter's comment on whether people are ready for a film based on a comic and how it sounds like a dreadful idea is not only a meta-reference to how Agent Carter itself is based on a comic book but also the overabundance of recent comic book films and shows that have cropped up over the years compared to when such an idea wasn't as common.