Meanwhile, Strategic Scientific Reserve agents Peggy Carter, Jack Thompson and Daniel Sousa are called by the New York City Police Department to help to investigate the deaths in the cinema theater. Sousa discovers the canister of the gas that caused forty-seven people to kill each other and accidentally inhales it. He attacks Thompson and hits Carter before being knocked unconscious. When he awakens, Sousa does not have a clear memory of what he has done; Carter explains to him what happened.
Carter questions the motives of Johann Fennhoff as Howard Stark reveals what happened at the Battle of Finow. It is decided that he will be bait to make the doctor appear. Things do not go as planned as Stark is kidnapped by a police officer under Fennhoff's thrall.
Fennhoff has decided that victory over Stark is not killing him for his brother's death; victory is to have Stark deploy the Midnight Oil over Times Square and watch as the city is destroyed. Just as Stark begins to fly a plane, Carter's team arrives.
Carter fights Dottie Underwood and each woman is pushed to her limit; no clear victory is made, as Carter kicks Underwood through a window, but the assassin escapes.
Sousa and Thompson go to capture Fennhoff; he takes Thompson by surprise and knocks him out. When Sousa enters the scene, Fennhoff uses his powers on him, telling him to kill Thompson with his drawn gun. Sousa pistol-whips Fennhoff as he removes his earplugs.
Carter is on the radio talking to Stark; if she cannot break his trance before he reaches New York to deploy the gas, Edwin Jarvis has orders to shoot Stark down. Stark tells Carter that his greatest victory was the creation of Captain America; he was going to bring Rogers home. Carter knew that that was the trance talking, but with calm persistence, she was not going to listen again as another loved one died. Carter told Stark to follow her as she let Steve Rogers go. He listens, and manages to break free of Fennhoff's vision, following Jarvis back to the warehouse.
After Johann Fennhoff's Campaign was quelled, Carter receives a standing ovation from her colleagues in the SSR. However, Thompson receives the credit from the government. Carter decides that she no longer needs to seeks the approval of others to validate who she is.
Sousa overcomes his shyness and asks Carter on a date. She takes a raincheck, but smiles as she thinks about it.
As a reward, Carter is given one of Stark's houses to reside in permanently. Carter chooses Angie Martinelli to be her housemate.
Carter takes the blood of Steve Rogers and says goodbye to Steve, pouring it out into the water under the Brooklyn Bridge.
Doctor Fennhoff is muzzled so that he can not speak. He is placed in a cell where his cellmate, none other than Arnim Zola, tells him that victory eluded them, but now they have time to think and plan. Zola asks Fennhoff to write down how his power works so that they may work together and succeed next time.
- Hayley Atwell as Peggy Carter
- James D'Arcy as Edwin Jarvis
- Chad Michael Murray as Jack Thompson
- Enver Gjokaj as Daniel Sousa
- Shea Whigham as Roger Dooley
- Dominic Cooper as Howard Stark
- Lyndsy Fonseca as Angie Martinelli
- Ralph Brown as Doctor Johann Fennhoff
- Bridget Regan as Dottie Underwood
- Glenn Taranto as Detective Prendergast
- John Prosky as Senator Walt Cooper
- Toby Jones as Arnim Zola
- DaJuan Johnson as Officer Pike
- Ralph Garman as Radio Announcer
- Erin Torpey as Arlene French / Betty Carver (radio actor)
- Walker Roach as Captain America (radio actor)
- Patrick Robert Smith as Agent Butch Wallace
- Kevin Ashworth as Agent Fisher
- Gerald Webb as Gary Tower
- Alex Daniels as Mechanic
- Matt Raimo as Reporter #1
- Ward Roberts as Reporter #2
- Christopher Poehls as Ground Crewman
- Adam Zalt as United States Marine (uncredited)
- Unknown Voice Actor as Agent Comden
- New York City, New York
- Finow, Germany (mentioned)
- Japan (mentioned)
- Russia (mentioned)
- White House (mentioned)
- Johann Fennhoff's Campaign
- World War II (mentioned)
- Midnight Oil
- Bulletproof Vest
- Blitzkrieg Button
- The Captain America Adventure Program
- Captain America's Shield (hallucination)
- Diamond Toilet Soap (mentioned)
- Strategic Scientific Reserve
- Project Rebirth (mentioned)
- New York City Police Department
- Stark Industries
- United States Armed Forces
- Soviet Armed Forces
- Captain America
- Roger Dooley
- Ray Krzeminski
- John McGinnis
- Leet Brannis (picture)
- Sasha Demidov (picture)
- Harry S. Truman
- Barbara Stanwyck
- Rosalind Russell
- Mad Hatter
|I Got It Bad (And That Ain't Good)||Peggy Lee|
|"The Way You Look Tonight"||Bing Crosby and Dixie Lee|