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"Now I need your complete focus. Do I have that?"
―Johann Fennhoff[src]

Doctor Johann Fennhoff is a psychiatrist and a former leader of the Soviet espionage agency, Leviathan. Originally working as a medical officer in the Soviet Armed Forces, during World War II, Fennhoff had realized he could use his techniques to the point of hypnotizing people. In 1944, Fennhoff was one of the few survivors of an incident that had soon become known as the Battle of Finow, and was recruited as a scientist for Leviathan. Now calling himself Ivchenko, re-arranging the name of Private Ovechkin, the first person he had helped save with his methods, in 1946 he orchestrated a campaign against the American inventor Howard Stark, whom he blamed for the death of his brother at Finow. Fennhoff's plan was eventually discovered by Agent Peggy Carter, of the Strategic Scientific Reserve, and he was arrested and put in the same prison cell as HYDRA scientist Arnim Zola, who then recruited Fennhoff.


Early Life

Learning his Abilities

"I lost my wife and children to Leviathan."
―Johann Fenhoff to Roger Dooley[src]

Johann Fennhoff was born in 1882 within Russia and had one brother that he loved.[4] He was once married and had several children, although his entire family was lost to him due to the rise of the Soviet Union as well as Leviathan. Throughout his life, Fennhoff became a skilled physician, but later found that he had the great skill for controlling minds, being able to put anyone into a trance, just by focusing all their attention on his ring while speaking to them softly, which allowed Fennhoff to control their actions, as well as their tolerance for pain.[3]

World War II

Healing the Wounded

"Pay no attention to them, Private Ovechkin. Focus on the game. Focus on your mother. You may stay in this day for as long as you want. But you must focus."
―Johann Fennhoff to Ovechkin[src]

Fennhoff doing his service during World War II

In 1943 during the breakout of World War II, Fennhoff was stationed in an army camp for the Soviet Armed Forces. While at the camp, he spent much of his time caring for soldiers and reading to keep himself busy. As he was reading a book called "The Tragic Life of Doctor Faustus," Fennhoff was interrupted by a surgeon, who wanted his assistance during an amputation of Ovechkin's leg whose gunshot wound to his leg had become infected and would soon kill him if it was not removed as quickly as possible by the surgeons.

Fennhoff taking control of Ovechkin's mind

However, to Fennhoff's horror, he was informed that the doctors did not have anything to knock him out and were, therefore, requiring Fennhoff to use his power of controlling minds to ease his suffering and keep him alive. Although Fennhoff was hesitant at first as he was unsure if his power was strong enough to do this, he eventually agreed to help nonetheless. Fennhoff used his hypnosis-technique on the soldier, who focused on the memory of a game of chess he had with his mother before he had enlisted in the army where they had sat out in the park together on a beautiful day.

Fennhoff hypnotizes Ovechkin during surgery

Whenever Ovechkin would become distracted by pain, Fennhoff told him not to concern himself with all of the noise the surgeons were currently making and instead had him continue to describe his love for his mother and the scenery that was around him on that day, with Fennhoff rubbing his ring to keep him focused. As Ovechkin was completely focused on the memory and described in great detail his final day within Russia, the surgeons were able to amputate his leg without Ovechkin feeling any pain, with Fennhoff ensuring that his mind was completely distracted throughout the surgery.[1]

Battle of Finow

Fennhoff as a member of the Soviet Army

"I was only spared because I had a gas mask to protect myself. My comrades were not so lucky. My brother wasn't so lucky. When I found him, he had no eyes. Pieces of his flesh had been bitten off."
―Johann Fenhoff to Howard Stark[src]

Fennhoff and his brother were among the soldiers deployed to fight in Finow, Germany. Choosing to wear a gas mask, Fennhoff was not affected when United States Army then deployed their Midnight Oil. Fennhoff's brother was also killed in the massacre that resulted, while Fennhoff discovered his brother's corpse without eyes and pieces of his flesh completely torn off, showing he had suffered a horrifically painful death.[4]

Captured by Leviathan

Fennhoff is recruited into Leviathan's forces

"My most heartfelt congratulations. You have all been selected to join Leviathan. This is indeed a great honor for you. Soon, you will know the glory of devoting your life to a greater good. Before we continue, if there are any among you who wish to decline this opportunity, the time to speak is now."
Fyodor to Johann Fennhoff[src]

In 1944, Fennhoff was one of four men captured by Leviathan as they were questioned by Fyodor while Dottie Underwood kept watch over them. These four were then informed that they had the option not to join the Soviet organization which should be considered to be a great honor. Pasha had then spoken up, as he said that he wanted to return to his family, he was stabbed in the jugular vein by Underwood; the remaining three were told that his family would also be killed and they all will be together soon. Fennhoff chose to stay with Leviathan, eventually becoming their leader.[3]

Fennhoff witnesses Leviathan's brutality

Using his medical knowledge, Fennhoff had been made to perform a laryngotomy procedures on Leet Brannis and Sasha Demidov,[4] as they were sent to the United States of America to steal the weapons from Howard Stark, framing him in the process. Fennhoff continued communications with Demidov, using a Remote Typewriter, learning that Brannis had betrayed him,[7] as Fennoff sent Underwood in order to continue with the mission.[8] While Demidov was eventually killed, Fennhoff was able to manipulate the SSR to come into Russia where they could find him and bring him back into the United States.[9]

Tricking the SSR

Saved by Peggy Carter

Fennhoff is locked inside prison within Russia

"Why is Leviathan holding you prisoner?"
"They acquired some schemas in the black market. A weapon they don't know how to build. They want us to build it for them."
Peggy Carter and Johann Fenhoff[src]

Fennhoff, using the name Ivchenko, based on Ovechkin's name, then locked himself inside a cell in the Red Room Academy when he was discovered by the Strategic Scientific Reserve, who were being aided by the Howling Commandos, who found him in 1946. Fennhoff then acted shocked to see them, questioning who they were as Fennhoff claimed that they were forced by Leviathan to build the Photonic Amplifier. Fennhoff then introduced Nikola, as he had claimed that Nikola saw their world differently than most and Fennhoff kept him relaxed, as he acted as Nikola's therapist as he built the weapon.

Fennhoff lying about why he was imprisoned

While Fennhoff told them about Nikola's mindset, Peggy Carter had then questioned what weapons they were building, Nikola stepped away from Fennhoff and told her about the Photonic Amplifier. Nikola revealed that all the plans were created by Howard Stark and Stark Industries, noting that Stark was not in the prison with them, as the plans had been stolen from him while Fennhoff watched on, noting that Stark had not been mentioned in some time. However, when the group overheard the guards coming for them, Carter shot open their cell door and helped Fennhoff and Nikola to escape their cell.

Fennhoff attempts to calm Nikola back down

Carter and the Commandos had freed Fennhoff and Nikola from their prison cell and they attempting to escape from the incoming soldiers, who had discovered their presence. However, in the ensuing firefight to escape the academy, the deranged and terrified Nikola took the wounded Happy Sam Sawyer hostage to trade for his own freedom, threatening to execute him. Despite Fennhoff's best efforts to calm his mind, Nikola would no longer listen to his therapist; so Fennhoff was left with no choice, and shot Nikola in the back, killing him as Fennhoff cried out that he was sorry to kill his friend.

Fennhoff being rescued by Dum Dum Dugan

Eventually, Dum Dum Dugan and his team arrived by blasting a hole through a wall and firing upon the soldiers, cheering at with delight as they arrived. Pinky Pinkerton took Fennhoff and the others out to their get-away Jeep while the Russian soldiers still continued to fire upon Carter and Dugan, with Eva killing Mike Li during all the ensuing chaos. Carter and Dugan soon managed to catch up to the jeep and they escaped from all the continued gunfire, with Fennhoff then jokingly commenting that Carter was highly skilled for a woman, to which Carter claimed to hate all of the men looking at her.[2]

Arrival in America

Fennhoff agrees to leave Soviet Union

"I do not know where is home anymore."
"What do you think of New York? The SSR could use your help with fighting Leviathan."
"I'll do anything I can."
―Johann Fennhoff and Peggy Carter[src]

Before Peggy Carter and the other surviving SSR agents boarded the plane back towards the United States of America, they had said their goodbyes to the Howling Commandos. When Fennhoff was offered a lift back into his home, he claimed that he no longer knew where his home was, to which Carter offered him a lift to New York City so he could help the SSR fight Leviathan, which he accepted. Saying farewell, Dum Dum Dugan offered Fennhoff to drink from his bourbon, which Fennhoff happily accepted and asked to keep the bottle, despite it not being his favorite vodka, which Dugan had relented to.

Fennhoff sleeps on the way to New York City

Having convinced Dugan to give him all of the bourbon, despite him wishing that it was vodka, Fennhoff and the other SSR agents said farewell to Dugan and the rest of the Howling Commandos, as they departed Russia and made their way back towards New York City to continue their mission to fight against Leviathan's plans. While on the plane ride to New York, Fennhoff slept while holding onto Dugan's bourbon, with the rest of the passengers still completely unaware of Fennhoff's true intentions. Upon arriving in New York, Fennhoff then waited for Carter and Jack Thompson to debrief on the mission.

Fennhoff arriving inside Roger Dooley's office

Fennhoff had listened from outside of the room within the SSR's New York Base, while Carter and Thompson had then together explained to Roger Dooley that Fennhoff had just been a prisoner of Leviathan and he was eager to assist with the investigation, claiming that Fennhoff had believed that there was not a connection between Leviathan and Dooley's investigation into Howard Stark's actions. As their conversation concluded, Dooley had invited Fennhoff inside his office, to discuss everything he knew about Leviathan, with Fennhoff still secretly planning on using this connection to his advantage.[2]

Questioned by Dooley

Fennhoff discussing Leviathan with the SSR

"That was when I learned monsters are real, and there's none more terrifying than Leviathan."
"Here, I thought it was just something they told the apple-knockers to scare them."
―Johann Fennhoff and Roger Dooley[src]

Sitting down for his debriefing with Chief Roger Dooley, Fennhoff had explained how Leviathan first captured him, claiming that when he looked in the eyes of Fyodor, he had learned that monsters were real and there were none more terrifying than Leviathan. Fennhoff went on to explain how Leviathan had been active following World War I, and that Joseph Stalin's aim was to transform Russia into the world's leading superpower, with superior weapons to all their allies and enemies, noting that Leviathan had been successful with this goal.

Fennhoff is asked about Leviathan's assassins

While Fennhoff explained how Leviathan had built their biological and mechanical weapons, Peggy Carter questioned if they were making human weapons, such as Eva who they had encountered at the Red Room Academy, although Fennhoff denied any knowledge of this. As Carter noted how the Academy seemed to be training young women as assassins, Fennhoff had noted how women were often overlooked in society. While Carter had continued asking if these women could have been sent to the United States of America, Fennhoff still denied any knowledge before Dooley had removed Carter from the room.

Fennhoff denies knowing of Leviathan's plans

Dooley then also removed Jack Thompson from the room as he and Fennhoff had continued their interview alone, before Dooley showed Fennhoff all the plans to the Photonic Amplifier that Nikola had been working on, although Fennhoff had claimed that he had merely been Nikola's therapist, and did not understand how these machines had worked. As Fennhoff claimed that Leviathan would have likely gotten a hold of the designs by stealing them from Stark Industries, Dooley had become frustrated and instead suggested that they take a break from discussing Leviathan's plans, offering Fennhoff a drink.

Fennhoff commenting on Roger Dooley's life

As the two had their drinks, Fennhoff looked around Dooley's office and questioned if he was having problems in his home life, pointing to the blanket and pillow by the sofa, as well as the toothbrush and razor on his desk. Although Dooley tried to insist that the job as Chief often required late nights at the office, Fennhoff had also noted that Dooley had a framed photograph of his two children displayed, next to a downturned photograph, which Fennhoff then deduced was of Dooley's estranged wife. Seeing that Dooley was not comfortable with these comments, Fennhoff had apologized for going too far.

Fennhoff commenting on the size of New York

Dooley did note that Fennhoff was correct with all the observations, commenting that there had been so many arguments between him and his wife, he did not know where to even begin talking about this. Changing the subject, Fennhoff looked out of the window of Dooley's office at New York City, questioning if he could see the Empire State Building, although Dooley explained that it was not, inviting Fennhoff to open the window and have a better look. Fennhoff commented on the sheer scope of New York, as Dooley had offered to get Fennhoff a personal tour of New York once their investigation was over.

Fennhoff communicating to Dottie Underwood

While Fennhoff looked over the buildings, he had then spotted Dottie Underwood's signal, as Fennhoff had then begun ignoring Dooley's comments about King Kong to send Underwood his message using morse code which he tapped onto the window ledge, telling her that he needed more time to collect the Midnight Oil required for his plan. Fennhoff then gave Underwood her orders, to kill Peggy Carter, as he feared she would be able to uncover their intentions. With that done, Fennhoff closed all of the window and blinds, and instead returned to his conversation with Dooley, who was completely none the wiser.[3]

Brainwashing Agents

Fennhoff discusses Roger Dooley's private life

"You must focus on the good times, when you and your wife were in love and happy."
"That supposed to help?"
"Yes. Just focus... on her simile... on her laugh... everything that you love about her... focus..."
―Johann Fennhoff and Roger Dooley[src]

Having sent out all his messages to Dottie Underwood, Fennhoff had sat back down with Roger Dooley, as they had continued to discuss the problems Dooley was having in his personal life, noting how Dooley's wife had her affairs with another man, while Dooley was serving in World War II. Fennhoff had deduced that Dooley felt this was more than a betrayal, suggesting that Dooley's wife was showing his inadequacies, although Dooley took offense to this comment.

Fennhoff failing to brainwash Roger Dooley

Fennhoff then told Dooley about how he had lost his own wife and child to Leviathan, claiming that he was not looking for Dooley's pity, but that he wanted to show Dooley that he had not actually yet lost everything. As Dooley had questioned how he was meant to fix this problem, Fennhoff told him that he needed to focus, while rubbing his ring. The combination of Fennhoff's words and actions began to put Dooley into a trance, as Fennhoff told him to focus on the good times when he and his wife were happy, and in love, telling Dooley to focus on what he loved about her as Dooley became transfixed.

Fennhoff learning that Peggy Carter is a target

However, before Fennhoff could take full control of Dooley, they were then interrupted by Daniel Sousa, who insisted that he had news that needed to be shared with Dooley. Fennhoff later learned that Sousa had informed Dooley that Peggy Carter had seemingly been behind a lot of the recent actions, as Dooley ordered his SSR teams to search across New York City for Carter. As Dooley gave his orders, Fennhoff stood in the office and observed their situation, until Dooley saw him there and had requested that Fennhoff step into another room where he would not be in their way, while Fennhoff still acted innocent.

Fennhoff gets left in agent Yauch's supervision

While Dooley left to continue their search for Carter, he left Yauch in charge of Fennhoff, as the clearly frustrated Yauch offered Fennhoff some coffee before sitting down, while Fennhoff joined him. Fennhoff questioned if Yauch was new at the SSR, due to being given such a simple task, to which he explained that Dooley just trusted him with tasks like protecting their witnesses, as Fennhoff observed Yauch's clear disappointment at the tasks he was being given by Dooley. As they sat together for some time, Yauch had noted that Fennhoff was staring at him, as he apologized and noted that he was observing.

Fennhoff observing Yauch's emotional stability

Having just looked at him for a brief time, Fennhoff was then able to deduce that Yauch was a middle child, claiming that it was his years of experience that helped him to figure this out, noting that Yauch was clearly eager to please, with feelings that he was often ignored, as Yauch joked that Fennhoff should start up a show with all those skills. Fennhoff noted that he hoped that he could be of assistance, which piqued Yauch's interest, as Fennhoff claimed that he could help Yauch gain Dooley's attention, and prove his worth to the SSR, as Yauch complained that Jack Thompson got most good cases.

Fennhoff manages to gain full control of Yauch

As Fennhoff got into Yauch's head by claiming he was not confident, he then began rubbing his ring and telling Yauch to focus, as he put him under his control, telling him to focus on proving himself as the best agent that Dooley had ever seen. With Yauch under his control, Fennhoff forced him to give him plans to the office, including where all of Howard Stark's weapons were. Having learned that only Dooley had access to the weapons, Fennhoff made Yauch explain where the exits were ready for his escape, before ordering Yauch to go outside, get a drink, and then kill himself by stepping in front of a truck.[3]

Obtaining Midnight Oil

Fennhoff comments on Peggy Carter's arrest

"You want what you deserve, don't you?"
"Of course."
"Then you must focus. Because our work here is not yet done."
―Johann Fennhoff and Roger Dooley[src]

As his plans continued, Fennhoff then manipulated Roger Dooley into allowing him to watch Peggy Carter's questioning once she had been captured, as Daniel Sousa had questioned if Carter had been behind everything, unaware that Fennhoff was really the man responsible, as Carter insisted they needed to find Dottie Underwood and whoever pulled her strings. Fennhoff had commented to Dooley on impressive he thought Carter was, while he also claimed that she was clearly a pathological liar.

Fennhoff agrees to leave Roger Dooley alone

Fennhoff and Dooley were then interrupted by Jack Thompson, who informed them that Yauch had been hit by a truck and killed, while he had been following Fennhoff's instructions. Fennhoff claimed that he had seen Yauch as an emotional man, as Thompson questioned why Fennhoff was even in the room. While Fennhoff tried to claim Dooley invited him in case Carter spoke of Leviathan, Dooley then defended his presence to Thompson. Noting wishing to gain any attention from Thompson, Fennhoff volunteered to return to Dooley's office, leaving Dooley and Thompson to continue interrogating Carter with Sousa.

Fennhoff listens to Roger Dooley's phone call

While Fennhoff was in his office, Dooley eventually returned and got onto the phone with his wife, asking if he could come home and see her, while Fennhoff had stood by the window, while listening to their conversation, finding a weakness that he could exploit in Dooley. As Dooley hung up the call, Fennhoff commented that it sounded good, as Dooley then expressed his gratitude to Fennhoff for helping with his relationships. Fennhoff then noted that he was happy to be there to help him, while in reality, he had needed an excuse to remain close to Dooley, so he could continue attempting to get into his head.

Fennhoff communicates to Dottie Underwood

As Dooley and Sousa had been discussing their situation with Carter, Fennhoff went back to the window and began sending his messages in morse code to Underwood, who was watching from across the street. Fennhoff ordered Underwood to prepare for his extraction, that would be taking place in ninety minutes before Fennhoff noted that Leviathan was coming. However, Fennhoff was unaware that his messages had been witnessed by Carter and Edwin Jarvis, who were able to translate the code and began to attempt to inform Dooley and the other agents that Fennhoff was actually planning something.

Fennhoff instructing Roger Dooley to refocus

While Fennhoff continued sending messages to Underwood, he was rejoined by Dooley, who requested that Fennhoff close the window, claiming that it was getting cold. However, once Fennhoff closed the window, he then noticed Thompson and Sousa were leading a team of SSR agents into the building where Underwood was hiding. Now realizing that Dooley was becoming suspicious of his true intentions, Fennhoff suggested that they talk about his upcoming dinner with his wife, although Dooley had claimed that he did not wish to discuss it. However, Fennhoff began rubbing his ring, telling Dooley to focus.

Fennhoff giving Dooley a vision of his family

With Dooley under his control, Fennhoff listened to him explain how he and his family used to have a tradition of cooking together, while Fennhoff gave him a vision of this scene. Dooley struggled to regain some control as he noticed that Fennhoff was moving back towards the office window, however, Fennhoff was able to keep Dooley under his control, making him focus on how beautiful Dooley's wife and two children were. Keeping Dooley focused, Fennhoff had then claimed he liked to see Dooley happy, before noting that once they were done in there, they had something extremely important to take care of.

Fennhoff and Roger Dooley enter a laboratory

Having gained full control over Dooley, Fennhoff then instructed him to move Carter and Jarvis into the interrogation room, handcuff them to the table and lock them inside. Following this, Fennhoff then had Dooley bring him inside Alex Doobin's laboratory, claiming that there had been a leak within Doobin's department, noting how Carter had taken the Blitzkrieg Button. Once Dooley had ordered Doobin and his entire team to leave the laboratory, Fennhoff had then complimented him on his commanding presence, before then noting that he wanted to find one of Howard Stark's inventions somewhere in the room.

Fennhoff looking at Howard Stark's inventions

As they began exploring the laboratory for the item that he needed to complete his plans, Fennhoff looked over all of their Stark Industries technology that had been recovered from Leet Brannis, after he had managed to steal them from Sasha Demidov. Before they found what Fennhoff needed inside of the laboratory, he had then found a Stark Heat Vest, which Fennhoff noted he had heard some whispers about. Fennhoff also told Dooley that he was not allowed to touch the Vest, noting that it was more delicate than it looked, before then explaining to Dooley that what he needed would be found inside of a crate.

Fennhoff is finally able to find the Midnight Oil

Eventually, Dooley was able to find the crate seventeen, as he called Fennhoff over to inspect this. Taking the crate out of Dooley's hands, Fennhoff opened up the crate and looked at the Midnight Oil that he wanted to finally gain his revenge on Stark and the United States of America for their part in the Battle of Finow, which had also caused the death of many of Fennhoff's friends, as well as his only brother. Satisfied with what he had found, Fennhoff confirmed it was what he wanted, before he and Dooley then calmly walked out from Doobin's laboratory, with both the Midnight Oil and the Stark Heat Vest.

Fennhoff handing Dooley the Stark Heat Vest

As Fennhoff was leaving the New York Bell Company Office, he had personally thanked Dooley for all his help before telling him to hand him the Midnight Oil and in return gave him the Vest, with clear instruction that Dooley was to put it on after he left, telling him to think of being with his family. Dooley, struggling to keep control of his mind, commented that he did not actually wish to hand over such a deadly weapon as he knew what Fennhoff undoubtedly planned to do with it; however, Fennhoff was able to use his powers to reinforce his control over the chief, and then calmly left Dooley to die, while he took the elevator out of the building before he could be stopped.[1]

Massacre at the Cinema

Fennhoff regrouping with Dottie Underwood

"It has been in storage for quite some time, we must test it."
"But they know about us now!"
"They will soon be far too busy to concentrate on us."
―Johann Fennhoff and Dottie Underwood[src]

As Fennhoff walked out the building, Dottie Underwood drove a car to collect him from the New York Bell Company; as Underwood had expressed her concern over having their identities being discovered, Fennhoff assured her that all the Strategic Scientific Reserve agents would undoubtedly be far too busy, dealing with the inevitable death of Roger Dooley, to attempt to chase after them. Fennhoff told Underwood that Midnight Oil needed to be tested since it had been dormant for so long.

Fennhoff causes a massacre inside a cinema

Fennhoff had then waited outside the cinema theater screening while Underwood hid the Midnight Oil inside a baby's pram, before calmly activating it and leaving it inside with the full audience in attendance. The pair then locked the dozens of people inside the room while they walked out calmly when Underwood asked if it would work, Fennhoff claimed that he had great faith in Howard Stark's inventions working. Moments later, the people went mad, due to the gas' effects, as they proceeded to brutally massacre each other. The bodies of the forty-six victims were later discovered by an employee of the cinema.[1]

Pursuit for Revenge

Fennhoff driving alongside Dottie Underwood

"D'is really is an amazing city"
"It's like any other."
"No, no my dear, this really is a testimony to American strength and ingenuity. It is a beacon for all the world to envy."
"And won't it be fun to tear it all down."
―Johann Fennhoff and Dottie Underwood[src]

While they drove through New York City together, Fennhoff had then discussed with Dottie Underwood how New York was extraordinary, noting that this was a beacon for the rest of the world for American strength and ingenuity, as Underwood noted how fun it would be to tear it all down once they completed their plans with Leviathan. However, they then found that the New York City Police Department were still following them, as they were then forced into pulling over.

Fennhoff attempting to deceive Officer Pike

While Underwood had reacted by pulling over and drawing her gun, Fennhoff then insisted that they not draw attention to themselves. As Officer Pike noted that they had missed a red light, Underwood then pleaded ignorance, acting like a simple woman and claimed Fennhoff was her grandfather who was blind in an eye due to World War II. As he heard all their explanations, Pike let Underwood and Fennhoff off with a warning, only for them to hear on his radio that they had stolen the car. As Pike then went to confront them, Fennhoff ordered Underwood to go back and capture Pike, holding him at gunpoint.

Fennhoff and Underwood try to steal a plane

Having dealt with Officer Pike, Fennhoff and Underwood had driven to a private airport, where they were confronted by the worker at the airport, who had then insisted that this was a private property where they were not permitted. While Underwood left the car to subdue and kill the worker, while Fennhoff had remained in the car, as he listened to the radio and heard a news report that Howard Stark had returned to New York as a hero, and was now working with the SSR and was considered to be a hero. While Fennhoff had listened, he learned that Stark would go to City Hall in order to give his press conference.

Fennhoff learning about Howard Stark's return

While Fennhoff reacted to the news that Stark had returned into New York, Underwood came back to the car, as Fennhoff informed her of this update, noting that the new opportunity had arisen. Fennhoff and Underwood had then arranged their ambush for Stark, allowing Jack Thompson to give his press conference to those people of New York, which they then interrupted with the rigged sniper, allowing the mind-controlled Officer Pike to steal Stark away from Edwin Jarvis, during the chaos. Fennhoff then took control of their car, as Underwood had executed Pike while Fennhoff drove them to the next destination.[4]

Kidnapping Howard Stark

Fennhoff personally greeting Howard Stark

"Look, if you're gonna kill me, go ahead. I probably deserve it, but, leave innocent people out of it."
"I have no intention of killing you, Mr. Stark. I am going to make you suffer."
Howard Stark and Johann Fennhoff[src]

Fennhoff had then taken the captured Howard Stark back to Stark's own Warehouse, allowing Dottie Underwood to beat Stark as he had continued to try and remember her name following their first meeting. Fennhoff then personally greeted Stark, noting how he had heard a lot of Stark's genius, but found it regrettable that he chose to use his skills to create weapons like Midnight Oil. However, Stark insisted that Midnight Oil was never meant to be used as a weapon, as Fennhoff had noted that Midnight Oil only existed because of Stark.

Fennhoff explaining how his brother was killed

Fennhoff had then questioned if Stark knew what Midnight Oil did, as Stark then claimed that he went to see the aftermath of the Battle of Finow himself, while Fennhoff had noted that he saw the effects of it while it happened. Fennhoff then explained while he survived due to wearing a gas mask, his comrades in the Soviet Armed Forces were not so lucky, and that his own brother was among those affected. As Stark listened on in horror, Fennhoff explained how he had found his brother's corpse with no eyes, and with pieces of his flesh bitten off, as Stark insisted that he still felt remorse for what had happened.

Fennhoff explaining his revenge plan to Stark

Ignoring Stark's apology, Fennhoff told him that ever since that day during World War II he had often thought of him, and that Stark had been his singular purpose. Hearing this, Stark told Fennhoff that he was willing to die for what he had done, but had begged Fennhoff to leave innocent lives out of his revenge. However, Fennhoff had then informed Stark that he actually had no intention of killing him, but that he did intend to make him suffer, as Stark begged Fennhoff not to do this as Fennhof looked into his eyes and saw Stark's guilt and remorse about all his many mistakes made during World War II.

Fennhoff telling Howard Stark he is a bad man

As Fennhoff noted that while Stark may have done many regrettable things during his life, he believed that Stark was the kind of man who would not allow any kindness and empathy to stand in the way of his progress. Looking him in the eye, Stark had insisted that he was not a bad person, only for Fennhoff to insist that he was, noting that this was the only way to have such success with Stark Industries. Getting back up, Fennhoff then began rubbing his ring and noting how others had paid their price for Stark's success, and the only price that Stark ever paid was his own guilt, which destroyed him from the inside.

Fennhoff takes control of Howard Stark's mind

Putting Stark under his control, Fennhoff told Stark to focus as there could still be a way for him to atone for these sins, telling Stark to go back in his mind and focus on a time and place that held his greatest shame. This had put Stark's mind into the snowy wilderness, where Stark thought of finding the lost Captain America within the snow, as Fennhoff gave him the visions of Peggy Carter handing Stark Captain America's shield. With this in his mind, Fennhoff and Underwood put Stark inside his plane, with the Midnight Oil, that he would unwillingly spray on the V-E Day anniversary celebration, killing thousands.[4]

Raid of Stark's Warehouse

Fennhoff sending messages for Howard Stark

"You are virtuous man. The war has damaged us all, has it not, Agent Sousa? We will never be the men we once were."
"I'm not listening to you!
"I have treated many injured soldiers, Agent Sousa, helped them to overcome their pain, all you have to do is focus, focus on your pain."
―Johann Fennhoff and Daniel Sousa[src]

Having managed to convince Howard Stark to pilot his plane filled up with Midnight Oil towards New York City, where it would soon cause the deaths of thousands of innocent people, Fennhoff had remained inside Stark's Warehouse, where he then continued to communicate with Stark on their radio, ensuring that his control over Stark was not broken. Stark confirmed to Fennhoff that he still saw himself within Greenland, where he had believed that he would be able to find Captain America, as Fennhoff had continued to control his mind.

Fennhoff is told to surrender by Peggy Carter

However, Fennhoff's communication with Stark was then interrupted when Peggy Carter had managed to enter the room while armed with a shotgun, and ordered Fennhoff and Dottie Underwood to surrender. While Underwood was disarmed, Fennhoff kept his arms raised and moved away from the radio, as Carter had ordered, with Underwood attempting to manipulate Carter, and claiming that she was pleased to see her. However, Underwood had then managed to kick the gun out from Carter's hands, as the two engaged in their fierce fight, with Fennhoff still continuing to attempt to communicate with Stark.

Fennhoff wrestles for his control over the radio

With Carter and Underwood fighting in the room, Fennhoff had then turned his attention back onto Stark, attempting to ensure that Stark completed his mission before the SSR were able to stop him. When Carter managed to wrestle the radio out from Fennhoff's hands, she had then desperately tried to convince Stark that what Fennhoff was telling him was not real, only for Underwood to drag her back into the fight. With Underwood then arming herself with her baseball bat, she ordered Fennhoff to make his escape from their warehouse while she had continued to fight against Carter, as Fennhoff left the room.

Fennhoff knocks Jack Thompson unconscious

While Underwood had still fought against Carter and was eventually defeated and thrown out of the window, Fennhoff made it back to the main hanger, where he then found Jack Thompson searching for him. Seeing that Thompson was well-armed and prepared for any attacks, Fennhoff then caused a brief distraction by throwing a piece of metal into the center of the warehouse, before he had then managed to get behind Thompson and struck him around the back of the head with a steel pole, knocking Thompson down to the ground, as Fennhoff had then attempted to calmly make his escape from the warehouse.

Fennhoff attempts to brainwash Daniel Sousa

However, Fennhoff was then seen by Daniel Sousa, who had ordered Fennhoff to get down onto the ground, threatening to shoot him if he did not do as instructed. Remaining calm, Fennhoff revealed that he was unarmed and questioned if Sousa was willing to kill an unarmed man, claiming that Sousa was a virtuous man, unlike Thompson. As Sousa had continued to slowly limp towards him with his gun raised, Fennhoff noted how World War II had damaged them all, since they would never be the men they once were, while Sousa insisted that he was not listening to him, while Fennhoff then told Sousa to focus.

Fennhoff tells Sousa to shoot Jack Thompson

Noting to Sousa how the men at the SSR, saw him as a broken man while Carter would never love him since she only pitied him, Fennhoff seemingly began to take control of Sousa's mind, as he struggled to keep walking. Believing that he had managed to regain control over Sousa, Fennhoff then told him that he could change the way that his colleagues viewed him, as he had then told Sousa to point his gun at Thompson, who was just regaining consciousness. While Thompson desperately tried to talk to Sousa, Fennhoff had told him how he was doing a great job, as Sousa aimed his gun at Thompson's head.

Fennhoff being taken into custody by the SSR

However, Fennhoff was unaware that Sousa had been deceiving him, as he had already blocked his ears to ensure that he could not hear Fennhoff's words, as Sousa had then revealed that he was not under the control of Fennhoff and instead struck him across the face with his gun, knocking Fennhoff unconscious. With Fennhoff defeated, he was taken into custody by Sousa and Thompson, as Carter managed to convince Stark to break free off Fennhoff's control and return back to the warehouse with Edwin Jarvis' aid, saving thousands of lives as a result, while Underwood managed to escape during the chaos.[4]


Meeting Arnim Zola

Fennhoff getting taken inside his prison cell

"I am familiar with your work on matters of the mind, Herr Doktor. It would give me great pleasure to hear your thoughts on this."
Arnim Zola to Johann Fennhoff[src]

In the wake of his campaign being defeated, Fennhoff was captured by the Strategic Scientific Reserve and sent into prison, having been forced to wear a muzzle over his mouth to keep Fennhoff from taking control of anyone else's mind. As he was being moved into his cell, Fennhoff was mocked by the prison guard, who questioned if he had anything to say to him, before then locking the prison cell door behind Fennhoff, who then quietly sat down.

Fennhoff meeting Arnim Zola inside prison

However, as Fennhoff sat down, he heard a voice from the shadows telling him not to despair about his situation, promising that the food in their prison was quite good, although he acknowledged this was a minor consolation. Fennhoff then watched as Arnim Zola stepped out of the shadows, noting how Fennhoff had his vision with his revenge over Howard Stark, although he had not come to pass, questioning what the point had been following this failure. However, Zola instead told Fennhoff that with time and quiet, which they would be getting during their years inside this prison, new visions could arise.

Fennhoff listens to all of Arnim Zola's ideas

Zola explained to Fennhoff that he was familiar with all his work with controlling minds, requesting the chance to hear Fennhoff's thoughts about this. Seeing that Fennhoff's mouth was pinned closed with his muzzle, Zola instead handed him a paper and pencil, noting that they could use this to communicate and discuss ideas that Zola could use for HYDRA's future projects. Zola then insisted that despite all their seemingly bleak circumstances, Fennhoff was a fortunate man, since they both imprisoned inside of this American prison, as Zola had then claimed that America was the land of opportunity for them both.[4]


"Since that day I have thought of you often, in fact, you have been my singular focus."
―Johann Fennhoff to Howard Stark[src]

Johann Fennhoff was originally a kind and sympathetic man. Seeing the pain in a young Soviet Soldier's eyes as he faced amputation, Fennhoff did everything within his power to allow him to survive.

Fennhoff drastically changed when he saw his comrades brutally murder each other during the Battle of Finow. Hiding behind a persona of good will, he was able to manipulate others and hypnotize them. He had a complete disregard for human life, especially Americans, as he did not only kill SSR agents but killed innocent civilians just to test a stolen weapon and get his revenge on Howard Stark.

Powers and Abilities


"They say you can numb a man's mind to make him feel no pain."
Surgeon to Johann Fennhoff[src]
  • Hypnosis:

    Fennhoff creates visions for Howard Stark

    Using his voice while rubbing his ring, Fennhoff can hypnotize his victims and make them do whatever he wants. He was able to enthrall Yauch and force him to commit suicide by walking into traffic. He also manipulated Roger Dooley to help him steal an item and force him to wear a Stark Heat Vest that would end up killing him, and used Howard Stark's moment of greatest shame, not being able to rescue Captain America, to manipulate him into releasing Midnight Oil on New York City during the first anniversary of V-E Day. However, Fennhoff's victims can regain their senses during their state of hypnosis, as both Dooley and Stark managed to recover from their hallucinations.


"I'll do anything I can."
―Johann Fenhoff to Peggy Carter[src]
  • Expert Spy: Fennhoff was able to fool agents of the SSR into letting them believe that he wanted to be their ally, but he actually planned to infiltrate the office and retrieve a particular item for Leviathan.
"Someone performed laryngotomy procedures on these men."
Peggy Carter[src]
  • Expert Physician: During World War II, Fennhoff was a physician in the Soviet Army. He performed urgent laryngotomy procedures on the field on Leet Brannis and Sasha Demidov, saving their lives after the larynx of each man was destroyed due to Midnight Oil during the Battle of Finow.
  • Master Tactician: Fennhoff developed a plan to frame Howard Stark for the theft, sale and misuse of his most dangerous inventions, that would have finished with a massive slaughter on Times Square during V-E Day, out of revenge for what happened in Finow and the death of his own brother.
  • Bilingualism: Fennhoff is fluent in his native Russian, as well as English.



Other Equipment

  • Ring:

    Fennhoff uses a ring to hypnotise his enemies

    Fennhoff had used his ring as a conduit for his hypnosis techniques, by speaking softly and have their attention focused towards the ring as he rolled it with his fingers.
  • Remote Typewriter: While Sasha Demidov had continued with his mission in New York City, Fennhoff had communicated with him through a Remote Typewriter, which allowed him to get updates and give Demidov his next orders. Once the Typewriter had been found by the Strategic Scientific Reserve, Fennhoff had then continued to sent messages through the typewriter so that he could be found and brought to New York.
"You wouldn't have any vodka? Desperate times I suppose. This is terrible... Might I have the rest?"
―Johann Fennhoff to Dum Dum Dugan[src]
  • Axel Grease: Following his escape from the Red Room Academy, Fennhoff was offered some of Dum Dum Dugan's drink, which he accepted despite wishing this was vodka. Despite his claim that the bourbon was terrible, Fennhoff still asked Dugan if he could have the entire bottle, which Dugan reluctantly agreed to.
"This is something I have heard whispers of. You must not touch it. It is more delicate than it looks."
―Johann Fennhoff to Roger Dooley[src]




  • Brother †
  • Wife †
  • Children †




Appearances for Johann Fennhoff

In chronological order:



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