Peggy Carter is awakened by Jason Wilkes, who shows her that Zero Matter is attracted to him; the experiment also reveals that the substance makes Wilkes tangible, so Carter and Edwin Jarvis go to where the body of Jane Scott is held to take the corpse to Wilkes, who believes Scott's corpse can cure him. However, they find Whitney Frost and Calvin Chadwick already there. 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. Wilkes tells Carter that Frost must not be allowed to succeed. Jarvis reveals that Howard Stark conducted intelligence on his rival, Hugh Jones of Roxxon Corporation, to the extent that he knows the warehouse where the atomic bombs are kept.
Meanwhile, Violet accepts the proposal of Daniel Sousa to marry him and a small party is held in the Auerbach Theatrical Agency for the chief. Carter arrives and congratulates Sousa, but she is more concerned with how to infiltrate the Roxxon Warehouse to disarm any atomic bombs Frost might procure. Lab technician Aloysius Samberly gives Carter a Memory Inhibitor to help her, which she uses repeatedly on Hugh Jones before getting his access key.
Carter and Sousa realize that they need help to disarm the bombs or risk decimating Los Angeles, so Rose Roberts, Samberly, and Jarvis join their crew for the heist. Inside the warehouse, Jarvis gets locked inside the room with the bomb, while Roberts and Carter fight mobsters. Sousa instructs Jarvis on how to isolate the uranium cores, while Samberly uses his technological prowess to open the doors.
Carter confronts Frost who tires of the woman's interference, and the pair fight. Frost ultimately grabs Carter's arm, disabling her 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 piece of rebar and is impaled; Frost and Chadwick escape. While Samberly and Roberts neutralize the uranium, 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 her.
Chadwick decides to stand up for himself against Frost, but she threatens him to watch his tone around her. He calls an emergency meeting of the Council after Frost falls asleep.
While talking to Carter while she rests from her wound, Wilkes suddenly begins to fade away.
- Wynn Everett as Whitney Frost
- Reggie Austin as Doctor Jason Wilkes
- Currie Graham as Calvin Chadwick
- Lesley Boone as Rose Roberts
- Sarah Bolger as Violet
- Christopher Allen as Agent Ryan
- Rey Valentin as Agent Vega
- Ken Marino as Joseph Manfredi
- Jimmy Ambrose as Jerry
- Matt Braunger as Doctor Aloysius Samberly
- Ray Wise as Hugh Jones
- Claude Stuart as Clifford
- Ryan Sturz as Roxxon Guard
- Alexandra Vino as Bombshell Secretary
- Charles Hemminger as Maggia Goon
- Malosi Leonard as Goon
- Max Daniels as One Man Band (uncredited)
- Unknown actress as Jane Scott (uncredited)
- Los Angeles, California
- New York City, New York (mentioned)
- Pearl Harbor, Hawaii (mentioned)
- Infiltration into the Roxxon Warehouse
- World War II (mentioned)
- Attack on Pearl Harbor (mentioned)
- Destruction of the Roxxon Refinery (mentioned)
- Strategic Scientific Reserve
- Roxxon Corporation
- Isodyne Energy (mentioned)
- Council of Nine (mentioned)
|Pistol Packin' Mama||Bing Crosby & The Andrews Sisters|
|I Wanna Be Loved||Kirby Lauryen|