As the GRC New York Headquarters is placed under lockdown due to a Flag Smasher assault, Sam Wilson-- donning the shield and a new suit with the image of Captain America-- flies into New York City as Bucky Barnes approaches the building on the ground. A pedestrian interrupts Barnes and reveals herself as a disguised Sharon Carter, who had arrived despite her fugitive status.
Seeing Wilson's arrival, Karli Morgenthau signals her allies to begin rounding up the GRC senators via evacuation. As Wilson infiltrates the building to stop the evacuation, he is attacked by Georges Batroc. A GRC senator hands Barnes a phone on the line with Morgenthau, who boasts that the anti-resettlement movement is large enough to continue after her death. Barnes warns her that she will remember the lives of the innocent killed in her campaign and urges her to abandon her campaign, only for her to terminate the call.
In the garage, the GRC senators file into armored trucks, where Flag Smasher Lennox uses clamps to unknowingly lock them inside. Barnes hijacks a motorcycle and uses it to pursue the transports, while Carter remains to kill Lennox using mercury vapor. Meanwhile, more senators board a helicopter piloted by Diego, another Flag Smasher. Wilson abandons his fight with Batroc to stop it from escaping.
As Diego is armed, Wilson uses a restored Redwing to find that Ayla Perez, a GRC member on-board the helicopter, has flight experience. He is momentarily diverted when Diego disables a helicopter piloted by the NYPD, forcing him to rescue the pilots. Wilson then establishes a contact with the senator, coordinating an attack: he pushes Diego out of the aircraft and into the Hudson River while Perez takes over the controls, saving the bird. Elsewhere, Morgenthau announces to her remaining Flag Smashers she plans on killing the hostages if their situation goes south, which they reluctantly go along with.
The Flag Smashers place blockades to stop the transports, but Barnes arrives to stop them from hijacking. To cause a diversion, one truck is set on fire, forcing Barnes to rescue the senators. John Walker arrives with his crude homemade shield and fights the Flag Smashers, intending to kill Morgenthau. Barnes is thrown into the Hudson, and Walker is pushed aside by Morgenthau, who attempts to drive the remaining transport into the Hudson. Walker attempts to pull the vehicle back, ignoring his opportunity to kill Morgenthau and discarding his shield, but is knocked down as well.
Wilson arrives in time to bring the truck back to the street and free the senators, to the cheers of onlooking civilians. As he regroups with Barnes and Walker, Batroc fires smoke bombs to cover the Flag Smashers' escape underground, but Wilson uses heat vision to pursue them. Carter lures Morgenthau and confronts her, offering her a chance to work with her again. Batroc deduces Carter as the Power Broker, Morgenthau realizing he was hired as a means for her to be spied upon. Batroc attempts to blackmail Carter with her identity for increased pay; she shoots him dead but is wounded in the process.
Outside, Walker and Barnes lure Dovich, DeeDee, and Gigi into the hands of authorities. Wilson arrives in a final attempt to negotiate with Morgenthau and refuses to fight her even as she furiously attempts to kill him. As she raises a firearm at Wilson, Carter fatally shoots Morgenthau, who dies in Wilson's arms. Wilson brings Morgenthau's corpse to a medical team outside and chastises the GRC senators regarding their plan to forcefully relocate millions, along with their labeling of her supporters as "terrorists." Recognizing himself as a controversial bearer of the stars and stripes, he urges them to consider the displaced's view of the world, warning them that the next Karli Morgenthau will rise should they fail to represent the people they are dealing with. Among those viewing Wilson on WHiH World News on live television include Joaquín Torres, Sarah Wilson, Isaiah Bradley, and Eli Bradley.
While Walker walks away from the scene, Carter apologizes to Wilson for killing Morgenthau, who retains his promise to get her pardoned. At the behest of a GRC senator, he rescues Diego from the Hudson to be apprehended alongside his comrades. However, as they are taken to the Raft, they are killed when their transport explodes. Helmut Zemo's butler Oeznik, watching from a distance, secretly planted the explosive. At the Raft, the imprisoned Zemo delights in with the news of the Flag Smashers' demises. In the meanwhile, the GRC formally announces they are leaving their plans of forced resettlement behind.
Although no one is suspected, Valentina Allegra de Fontaine recognizes the scheme as Zemo's doing. Walker, with a modified suit sans the Captain America branding, is recruited by Fontaine as a U.S. Agent. Back in New York, Barnes visits Yori Nakajima and reveals the truth behind his son's death. He sees Leah the next day while also Dr. leaving Christina Raynor his completed list. Wilson visits the Bradley family in Baltimore, affirming to Isaiah that although those who came before him bled for the country, it doesn't mean he won't stop fighting for it. Taking them to the Smithsonian, he reveals he set up an exhibit to immortalize the Bradley story, bringing Isaiah to tears.
Wilson and Barnes return to Delacroix, where Sarah and the locals hold a celebratory cookout. Watching the sun set on the horizon, the two brothers-in-arms carry on as "Captain America and The Winter Soldier".
In a mid-credits scene, Carter receives an official pardon from the U.S. Government and regains her former CIA position. Leaving the Capitol, she calls one of her contacts in Madripoor, telling them she now has direct access to government resources that they can sell to the highest bidder.
- Anthony Mackie as Sam Wilson/Captain America
- Sebastian Stan as Bucky Barnes/Winter Soldier
- Emily VanCamp as Sharon Carter/Power Broker
- Wyatt Russell as John Walker/U.S. Agent
- Erin Kellyman as Karli Morgenthau/Flag Smasher
- Julia Louis-Dreyfus as Valentina Allegra de Fontaine
- Danny Ramirez as Joaquín Torres
- Georges St-Pierre as Georges Batroc
- Adepero Oduye as Sarah Wilson
- Daniel Brühl as Helmut Zemo/Baron Zemo
- Carl Lumbly as Isaiah Bradley
- Amy Aquino as Doctor Christina Raynor
- Desmond Chiam as Dovich
- Dani Deetté as Gigi
- Indya Bussey as DeeDee
- Renes Rivera as Lennox
- Tyler Dean Flores as Diego
- Elijah Richardson as Eli Bradley
- Chase River McGhee as Cass Wilson
- Aaron Haynes as AJ Wilson
- Ken Takemoto as Yori Nakajima
- Miki Ishikawa as Leah
- Gordon Danniels as Tommy
- Vince Pisani as Loan Officer (credit only)
- Alphie Hyorth as Government Official
- Rebecca Lines as Senator L. Atwood (credit only)
- Bryan Brendle as Crony (credit only)
- Jon Briddell as Major Hill (credit only)
- Brad Brinkley as Secret Service Chief
- Christian Brunetti as Secret Service Agent
- Jane Rumbaua as Ayla Perez
- Jennifer Christa Palmer as Woman
- Brian Sheppard as Middle-Aged Man
- Nirvi Shah as Reporter #1
- Regina Ting Chen as Reporter #2
- Walt Elder as Older Man
- Kevin Saunders as Older Man's Friend
- Salem Murphy as Prime Minister Lacont
- Demi Castro as GRC Leader #1
- Nicholas Pryor as Oeznik
- Malachi Malik as Raft Guard Escort
- Gabrielle Byndloss as Olivia Walker
- Charles Black as Carlos (uncredited)
- Shane Berengue as Police SWAT (uncredited)
- Christopher Cocke as SWAT Soldier (uncredited)
- Robin Atkin Downes as Newscaster (uncredited)
- Henry Miller Hansen as Field Anchor Reporter (uncredited)
- Kevin Kedgley as Associate Judge (uncredited)
- Dailyn Matthews as GRC Diplomat (uncredited)
- Tony Morgan as Police Officer (uncredited)
- Angel Nair as NYC Pedestrian (uncredited)
- Sage Shirley as Crowd Member (uncredited)
- Delacroix, Louisiana
- New York City, New York
- Baltimore, Maryland
- Washington, D.C.
- Madripoor (mentioned)
- Moon (mentioned)
- Flag Smashers' Political Ultimatum
- Snap (mentioned)
- Blip (mentioned)
- Korean War (mentioned)
- Photostatic Veil
- Mercury Vapor Bomb
- Captain America's Uniform
- John Walker's Shield
- Steve Rogers' Notebook
- Captain America (cover)
- Super Soldier Serum (mentioned)
- Global Repatriation Council
- Flag Smashers
- New York City Police Department
- United States Air Force
- United States Navy
- United States Army
- Fire Department of New York City
- United States Secret Service
- United States Congress
- WHiH World News
- Channel 8
- The New York Examiner
- The Brooklyn Journal
- Stars and Stripes
- Samson Development (logo)
- Avengers (logo)
- CIA (mentioned)
- Lemar Hoskins
- Peggy Carter (indirectly mentioned)
- RJ Nakajima (picture)
- Steve Rogers (picture)
- Captain America (picture)
- Adolf Hitler (art)
- Adolf Hitler (picture)
- Abraham Lincoln
- Alexander von Humboldt
- Alexander Pushkin
- Malcolm X
- Nelson Mandela
- Martin Luther King Jr.
- Uncle Sam (picture)
|On and On||Curtis Harding|
- At the end of the episode, the series title is changed into Captain America and The Winter Soldier.
- John Walker's last line in the episode after being designated U.S Agent ("I'm back!") is a direct reference to the cover of Captain America #354, where Walker made his first appearance as U.S. Agent after giving back the Captain America mantle to Steve Rogers.
- Peter Parker/Spider-Man was briefly considered to appear during the New York City fight against the Flag Smashers, although Kevin Feige elected not to move forward with the idea.
|The Falcon and The Winter Soldier|