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At the Chadwick Ranch, Vernon Masters is having difficulty interrogating Dottie Underwood because of her training as a spy. Whitney Frost, who has Joseph Manfredi as her new escort and his Maggia men as her bodyguards, replaces him and uses her control over Zero Matter in a non-lethal manner to get Underwood to talk; Underwood reveals that Jason Wilkes is alive and that he is a non-tangible state. Frost then reactivates the tracker in Underwood's necklace so Peggy Carter can find her reluctant ally.
Meanwhile, Wilkes has made a containment chamber for himself to keep himself solid. After it works successfully, he uses the opportunity to kiss Carter. Ana Jarvis begins to realize that Carter and her husband do dangerous work on their adventurous missions. She and Wilkes, who has not eaten in days, have a lavish dinner together while Carter and Edwin Jarvis go to retrieve Underwood.
Frost sends Masters to see Daniel Sousa to get him to relinquish the uranium rods because she needs those exact ones to recreate the incident which caused the Zero Matter to appear. Sousa is uncooperative, so that night, two masked thugs assault him.
On their way to rescue Underwood, Jarvis and Carter have a candid conversation about the fact that Carter has two suitors; she has no idea what to do about it or whom to choose. Carter and Jarvis are quickly captured by the Maggia when Jarvis uses the wrong code in the Jitterbug, but they just as quickly free themselves before the invention incapacitates their captors. Carter notices that Frost is not among those knocked out, and Underwood reveals that she was a distraction and that Frost is truly after Wilkes at Howard Stark's Estate.
Ana, drunk after her dinner with Wilkes where she had him listen to her concerns about Edwin, deactivates the estate's alarm, allowing Frost entry. Frost encounters Wilkes and he accidentally absorbs enough Zero Matter from her to have a lasting tangibility. While Manifredi carries the unconscious Wilkes, whom Frost knocked out, to the car, Ana tries to stop the pair. Frost sees Carter's car approaching, so she shoots Ana in the abdomen as a distraction for her escape.
After getting Ana to Waverly Memorial Hospital, Underwood, whom Carter kept locked in the trunk of the car, manages to escape, killing a police officer in the process.
As morning arrives, Carter calls the Auerbach Theatrical Agency to give Sousa an update on the latest occurrences, only to hear Masters answer the phone; Masters has taken command of the Strategic Scientific Reserve base, citing that Sousa is too injured to lead.
As Edwin sits in the hospital, worried about the fate of his beloved, Carter quietly holds his hand.
- Hayley Atwell as Agent Peggy Carter
- James D'Arcy as Edwin Jarvis
- Enver Gjokaj as Chief Daniel Sousa
- Chad Michael Murray as Chief Jack Thompson (credit only)
- Bridget Regan as Dottie Underwood
- Wynn Everett as Whitney Frost
- Reggie Austin as Jason Wilkes
- Lotte Verbeek as Ana Jarvis
- Tom T. Choi as Doctor Chung
- Ken Marino as Joseph Manfredi
- Kurtwood Smith as Vernon Masters
- Christopher Allen as Agent Ryan
- Kai Nuuhiwa as Maggia Goon
- Sean Bolger as Guard #2
- Alva Loomis as LAPD Officer
- Arielle McFadden as Nurse
- Myles Grier as Man
- Dennis Fitzgerald as Guard (uncredited)
- Charles Hemminger as Maggia Goon (uncredited)
- Kai Nuuhiwa as Maggia Goon (uncredited)
- Los Angeles, California
- Newhall, California
- Santa Catalina Island (mentioned)
- Washington, D.C. (mentioned)
- Buchenwald concentration camp (mentioned)
- Russia (mentioned)
- Johann Fennhoff's Campaign (mentioned)
To be added.
- Strategic Scientific Reserve
- Council of Nine
- Isodyne Energy (mentioned)
- Roxxon Oil Corporation (mentioned)
- Leviathan (mentioned)
- Johann Fennhoff
- Jane Scott
- Joseph Stalin
- Howard Stark
- Ilse Koch
- Karl-Otto Koch
- Carole Lombard
- Barbara Stanwyck
- When Whitney Frost is in Howard Stark's laboratory, she looks at one of his designs for a reactor and comments on his genius for using a palladium core. This is a reference to the initial version of the Arc Reactor that Tony Stark used in Iron Man and Iron Man 2, which comprised of a palladium core.