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- "A tidal wave is coming, Agent Carter. And you are going to have to work very hard to stay afloat."
- ―Vernon Masters
Years ago, in Broxton, Oklahoma, Agnes Cully began her trek to being a master scientist by repairing a dysfunctional radio for her mother, who discouraged her from using her brains, saying that her looks would serve her better. Eventually, Cully moved to Hollywood, California and became the renowned actress Whitney Frost.
Meanwhile, in England, Amanda Carter discourages her daughter Peggy from being adventurous, but Peggy's destiny changes from being the boring housewife of Fred Wells to a reputed Strategic Scientific Reserve agent when her brother, who encouraged her to be a fighter, dies in World War II.
Presently, Frost does experiments on rats to master her power over the Zero Matter. She discovers that she can transform a living thing into black fluid and absorb it into her hands but, after absorption, the scar on her forehead grows. She misses a photography session that she and Calvin Chadwick had with Life Magazine as she is busy with the tests and her facial scar has grown noticeably, prompting her to remember her mother's advice that society do not care about what is inside a woman's head; rather, they will see only her appearance.
Carter learns from Jason Wilkes that Frost is beyond ingenious, but when she and Edwin Jarvis go to confront Chadwick at a campaign rally, she sees Rufus Hunt and kidnaps him. Taking Hunt to Howard Stark's Estate, Carter is discovered and reprimanded by Daniel Sousa; the two take Hunt to the Auerbach Theatrical Agency and interrogate him there. They learn that Hunt works for the Council of Nine, powerful men who have ties to major events and prominent people.
Before Sousa and Carter can have the Arena Club raided, Vernon Masters enters the SSR base with a team of FBI agents, telling them that their case files will be audited and they have an executive order to halt all actions. Masters and Carter withdraw to talk; Masters wants to know who was the informant on their search warrant. Carter refuses to answer, so Masters threatens that though Carter might survive the changes that are coming, her allies might not.
Carter and Sousa put a listening device on Hunt and allow him to escape their custody. Hunt runs to the Chadwick Residence to tell Chadwick and Frost about his kidnapping and interrogation. Hunt wants Chadwick to protect him from the wrath of the Council or he will tell the Council that the two are performing outside its guidance. Chadwick acquiesces, but Frost uses her newly mastered powers to kill Hunt.
While those who were eavesdropping wonder the fate of Hunt and why the listening device went dead, Chadwick wonders what his wife is; she tells him that she is whatever she wants to be.
- 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)
- Wynn Everett as Whitney Frost
- Reggie Austin as Jason Wilkes
- Currie Graham as Calvin Chadwick
- Chris Browning as Rufus Hunt
- Max Brown as Michael Carter
- Samaire Armstrong as Wilma Cully
- Chris Mulkey as Bud Schultz
- Christopher Grove as Mr. Edwards
- Kevin Changaris as Fred Wells
- Kurtwood Smith as Vernon Masters
- Rey Valentin as Agent Vega
- Carole Ruggier as Amanda Carter
- Andrew Carter as Ned Silver
- Tamika Katon-Donegal as Mabel
- Olivia Welch as Teen Agnes Cully
- Gabriella Graves as Young Peggy Carter
- Webb Baker Hayes as Young Michael Carter
- Ivy George as Young Agnes Cully
- Khalilah Joi as Ticket Lady
- Jonathan Lavallee as FBI Agent
- Catriona Toop as Bletchley Girl #1
- Jennifer Neala Page as Bletchley Girl #2
- Unknown actor as Harrison Carter
- Los Angeles, California
- Broxton, Oklahoma (flashbacks)
- London, England (flashbacks)
- Milton Keynes, England (flashback)
- Bletchley Park (flashback)
- Los Alamos, New Mexico (mentioned)
- Washington, D.C. (mentioned)
- Bastogne, Belgium (mentioned)
- Philippines (mentioned)
- Japan (mentioned)
- Kidnapping of Rufus Hunt
- World War II (flashbacks)
- Siege of Bastogne (mentioned)
- Wall Street Crash of 1929 (mentioned)
- Jeep (mentioned)
- Strategic Scientific Reserve
- Special Operations Executive
- Council of Nine
- British Armed Forces (flashback)
- Isodyne Energy
- Anvil Studios
- Stark Industries (mentioned)
- Roxxon Oil Corporation (mentioned)
- Life (mentioned)
- Rose Roberts
- Howard Stark
- Jack Thompson
- Thomas Gloucester
- Hugh Jones
- Aloysius Samberly
- Hedy Lamarr
- Eliot Ness
- Winston Churchill
- George VI
- William McKinley
- University of Oklahoma
- Hollywood Ten
- The previous episode establishes that the second season of Agent Carter occurs in July, 1947; in the real world, the blacklisting of the Hollywood Ten occurred in November, 1947.
- Jarvis mentions that Hedy Lamarr is about to divorce her third husband. Whitney Frost is partially inspired by Lamarr, an actress who held a patent for a frequency-hopping guidance system for torpedoes. Patented around the time of World War II, the technique was put into use by the US military in the 1960's and variations on this principle remain a critical component of wireless data.