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For alternate versions of Chester Phillips, see Chester Phillips' Character Hub

"General Patton has said that wars are fought with weapons, but they are won by men. We are going to win this war because we have the best men. And because they are going to get better. Much better."
―Chester Phillips[src]

Colonel Chester Phillips was an officer of the United States Army, the first and only director of the Strategic Scientific Reserve, Steve Rogers' commanding officer, and one of the founding members of S.H.I.E.L.D. During World War II, Philips was a key factor in the creation of the world's first super soldier and the defeat of HYDRA.


World War II

Recruiting Howard Stark

"Mr. Stark? If I could have a word."
"Colonel Phillips! What are you doing skulking in the shadows? The show's just getting started."
―Chester Phillips and Howard Stark[src]

Chester Phillips approached Howard Stark after a public weapons test, and showed him footage of Guernica getting destroyed by HYDRA's weapons experiments. Phillips and Stark were driving together when Phillips asked Stark to join the Strategic Scientific Reserve. Stark initially declined, when they were attacked by HYDRA agents in another vehicle. Phillips and Howard retaliated by launching missiles out of their own car, destroying the HYDRA vehicle. Stark then agreed to join the SSR, saying that the attack was the most fun he had had in months.[2]

Rescuing Abraham Erskine

Phillips flew over Castle Kaufmann, while Peggy Carter infiltrated the castle and rescued Abraham Erskine from HYDRA custody. Carter and Erskine made it to the Phillips and Howard Stark, and Phillips asked Erskine to join the Strategic Scientific Reserve. Erskine agreed and worked with Stark under Phillips' command. As the project came to fruition, Phillips proposed twenty candidates for Project Rebirth, all of whom Erskine rejected.[2]

Training Steve Rogers

"The Strategic Scientific Reserve is an Allied effort made up of the best minds in the free world. Our goal is to create the best army in history. But every army starts with one man. At the end of this week, we will choose that man. He will be the first in a new breed of super soldiers. And they will personally escort Adolf Hitler to the gates of Hell."
―Chester Phillips[src]

Phillips briefs his Project Rebirth candidates

Phillips was the officer in command of the secret project in the Strategic Scientific Reserve aimed to create a series of super soldiers for the United States Army. He was the chief of the Camp Lehigh in which the candidates were trained. Arriving at the camp, Phillips found Peggy Carter was already hitting one of the recruits for stepping out of line. Phillips gave a speech of the candidates about how they would create the best soldier to defeat HYDRA.

Phillips talks about Abraham Erskine's motives

Eventually, Abraham Erskine presented Steve Rogers as a potential candidate for the Project, but Rogers' frail physique led Phillips to view him as unsuitable, suggesting Gilmore Hodge, a physically superior soldier but also a bully. To prove his own theory correct, Phillips threw a fake grenade at the soldiers, but Rogers was the one who attempted to shield the blast while the other soldiers ran for cover. Phillips then reluctantly acquiesced.[3]

Project Rebirth

Phillips meets up with Senator Brandt

"You're an experiment. You're going to Alamogordo."
"The serum worked."
"I asked for an army and all I got was you. You are not enough."
―Chester Phillips and Steve Rogers[src]

Phillips traveled to Brooklyn in New York City to witness Project Rebirth, while there he spoke to Brandt and was introduced to a man who introduced himself as Fred Clemson. Taking their seats, Phillips and the other attendees listened as Abraham Erskine gave a speech while Steve Rogers took his place within the Vita-Ray Chamber.

Phillips watches Steve Rogers' transformation

Rogers was then and was injected with the Super Soldier Serum and his body absorbed the Vita Radiation. As Phillips watched, Rogers was transformed successfully by Erskine's serum, causing much celebration between the witnesses including Phillips. But Erskine was assassinated by Heinz Kruger, an spy who had been sent by HYDRA. Kruger was caught by Rogers but committed suicide with a cyanide pill before he could be questioned.

Phillips refuses to draft Steve Rogers

While Howard Stark experimented on Kruger's submersible vehicle and Peggy Carter took the last drops of the Super Soldier Serum from Rogers' blood, Phillips decided to leave the untrained Rogers behind and to continue the war without him. Rogers tried to argue his case, but Phillips made it clear that he had wanted an army from Erskine's work and was disappointed that only one super soldier was created, claiming Rogers was not good enough.[3]

On the Front Lines

Philips responds to Steve Rogers' statement

"Are you planning a rescue mission?"
"Yeah, it's called winning the war."
Steve Rogers and Chester Phillips[src]

Months later, several companies of soldiers from the 107th Infantry Regiment disappeared behind enemy lines, while Steve Rogers was in the area as part of his own USO tour. Upon discovering that one of the missing soldiers was Bucky Barnes, Rogers pleaded with Phillips to organize a rescue mission. Phillips, though regretful for his soldiers' fate, refused, planning to bomb the facility instead of risking more lives. A frustrated Rogers defied Phillips' order and went on the mission with the help of Peggy Carter and Howard Stark.

Phillips argues with Peggy Carter

When Phillips received a new report that the HYDRA base had been destroyed and no survivors had yet been found, he wrote a letter to Washington, D.C. telling them that Rogers was believed to be killed in action. Furious at this outcome, Phillips took his frustration out on Carter, noting that he could not blame his incident on Stark as he was too rich to be held accountable, but Carter insisted that her faith in Rogers was what made her decision.

Philips welcomes back Steve Rogers

Before he could punish Carter for her part in the mission, they were interrupted when Rogers returned successfully in rescuing the men alone. While all the soldiers in the camp happily greeted Rogers along with the rescued Barnes, Dum Dum Dugan and hundreds of others, many of whom needed medical attention, Phillips allowed him to work in the field rather than court martialing him, and entrusted him with a special elite commando force, to take onto the front lines in order to take the fight to Red Skull's forces.[3]


Philips briefs upon the next mission base

"We are gonna set a fire under Johann Schmidt's ass. What do you say, Rogers? It's your map, you think you can wipe HYDRA off of it?"
―Chester Phillips to Steve Rogers[src]

With this new knowledge of HYDRA, learned from the rescue mission inside the base, Captain America was able to provide Phillips and the rest of the United States Army with important information on the whereabouts of key HYDRA bases. When Rogers choose to remain working rather than collect a medal from Brandt, Philips joked that Rogers deserved a medal just for humiliating Brandt. When Rogers expressed his intention on going back to war, Phillips said they were putting together a team of the best men, but Rogers was already putting together his own team.[3]

Questioning Arnim Zola

Philips interrogates Arnim Zola for information

"You're a liability. You know more about Schmidt than anyone. And the last guy you cost us was Captain Rogers' closest friend. So, I wouldn't count on the very best of protection. There's you or Schmidt. It's just the hand you’ve been dealt."
―Chester Phillips to Arnim Zola[src]

During one of his Howling Commandos missions, Captain America was able to capture Arnim Zola, at the loss of Bucky Barnes. Philips went to interrogate him and decided to confuse him by offering him a steak dinner, which was refused; when Zola said it was because he was a vegetarian, Phillips poked fun at how Zola is the only member of HYDRA not to commit suicide. Philips had, however, sent a radio message claiming Zola had given the HYDRA secrets to SSR, the plan being that HYDRA would decode the message and view Zola as a traitor.

Phillips briefs in for a meeting against HYDRA

Seeing he needed protection from any retribution, Zola revealed that Red Skull had the power to destroy the world due to a new weapon known as the Tesseract, and that he planned on targeting the United States. With this new information, Phillips briefed Rogers and his team of Howling Commandos as well as Peggy Carter and Howard Stark, who noted that Schmidt's threats were very real. With few options, Rogers volunteered to allow himself to be captured and act as a distraction for them.[3]

Attack on HYDRA Headquarters

Phillips attacks Red Skull's final base

"Cut off one head, two more shall–"
"Let's go find two more."
HYDRA Soldier and Chester Phillips[src]

Phillips interrogation of Arnim Zola was successful and with his help the Strategic Scientific Reserve located Johann Schmidt's last secret HYDRA base. While Captain America distracted the enemy, Phillips himself led the assault on the base, defeating a large number of HYDRA agents. Going in first, Phillips found a HYDRA soldier giving the HYDRA salute and shot him in the chest mid-sentence before moving forward.

Phillips steals Red Skull's own personal car

Eventually, Phillips helped Rogers in reaching the Valkyrie riding Schmidt's car. As they caught up to the plane, Rogers was pulled back by Peggy Carter who gave him a goodbye kiss, leading to Phillips making it clear that he would not be kissing him. Phillips managed to get Rogers onto the plane before ending on the edge of a ravine and seeing the plane flying away with Rogers and the Skull on board to have a final fight.

Phillips hears of Captain America's death

Later on, when Rogers relayed the news to Carter over the radio from Valkyrie that he was going to sacrifice himself to destroy Schmidt's weapons by crashing into the Arctic. When he saw the seriousness of the situation, he ordered Jim Morita out of the room to leave Carter to speak to Rogers alone. Phillips listened to Rogers' final words. When the radio went blank, Phillips, visibly saddened at his friend and comrade's apparent demise, walked away. After the war was won and the SSR files were being packed away, Phillips handed Rogers' file to Carter.[3]

After the War

Co-Founder of S.H.I.E.L.D.

Phillips and other founders of S.H.I.E.L.D.

"Phillips and I want her to come to Washington."
"Say again?"
"Tell her she'll be running S.H.I.E.L.D. with me."
Howard Stark and John Flynn[src]

Following the end of World War II, Phillips and Howard Stark started reforming the Strategic Scientific Reserve into S.H.I.E.L.D. and requsted Peggy Carter to run the organization with them.[4] Phillips remained one of the most important and valued members of S.H.I.E.L.D. and is known as one of the founders of the organization. Years after his death, a picture of Phillips was hung in the Camp Lehigh base which was now being used by S.H.I.E.L.D.[5]


"You don't win wars with niceness, Doctor. You win a war with guts."
―Chester Phillips to Abraham Erskine[src]

Chester Phillips was an old fashioned soldier, a gruff and iron-forged man who firmly believed in classical war values. He was contrary to Abraham Erskine's choice for Steve Rogers as his Super Soldier Serum test subject, since he was accustomed to training "real" combatants, and did not see the value of a small and skinny man such as Rogers. Philips also came off as a condescending blowhard with a lack of characteristic sense. whom, even after seeing Roger's potential realized through the program, still thought little to nothing of the enhanced individual; as apparent when he belittled and mocked Rogers most every time they met. Even less so of Agent Carter due to being a woman and because she kept more faith in the sickly young cadet than him. This coupled with his caring for operatives with greater physical capability than character merit blinded him to the cowardice of his proposed augmentation candidate during his mock trial while on the base. Eventually, he accepted Rogers as a soldier when he proved his bravery and worth by rescuing 400 prisoners of war. He also possessed a dry sense of humor, often poking fun at others such as Rogers before he became Captain America; Phillips also made fun of Zola to intimidate him.


  • Master Tactician: Phillips was a great strategist and a trained soldier, and, despite his rank, he still took part in field missions. Although originally not accepting Steve Rogers, he promoted him and allowed Rogers to give his own orders, which in turn, gave them the victory in the war. When the 107th Infantry Regiment got captured, Phillips ordered his men not to rescue them because of the heavily fortified base that they were contained in. This was a smart strategic decision. The only reason they were able to be rescued was by Captain America's pure will and strength.
  • Expert Marksman: As a United States Army officer, Phillips was trained to handle firearms. Using the shotgun, he managed to shoot and kill a HYDRA soldier during the assault of HYDRA Headquarters.




"When you brought a ninety-pound asthmatic onto my army base, I let it slide."
―Chester Phillips to Abraham Erskine[src]






  • In the comics, Chester Phillips chose Steve Rogers personally for being the Super Soldier test subject, while General Saunders was contrary. In the movie, Phillips fills Saunders role as he opposes the choice until being convinced otherwise.

Behind the Scenes


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