On your left.
Aha.. On my left. Got it.
Don't say it! Don't you say it! -On your left!
Come on!
Need a medic?
I need a new set of lungs.
Dude, You just ran like 13 miles in 30 minutes.
I guess I got a late start.
For real? You should be ashamed of yourself.
You should take another lap.
Did you just take it? I assumed you just took it.
What unit you're with?
58th, Para-rescue.
But now I'm working down at the VA.
Sam Wilson. -Steve Rogers.
I kinda put that together.
Must have freaked you out coming home after the whole defrosting thing.
It takes some getting used to.
It's good to meet you, Sam.
It's your bed, right?
What's that? -Your bed is too soft.
When I was over there I slept on the ground,
used rock for pillows like a caveman.
Now I'm home, laying in my bed, and It's like...
Laying on a marshmallow.
I feel like I'm gonna sink right to the floor.
How long?
Two tours.
You must missed the good old days, huh?
Well, things aren't so bad.
Food's a lot better. We used to boil everything.
No polio, it's good.
Internet. So helpful.
I've been reading that a lot, trying to catch up.
Marvin Gaye, 1972, "Trouble Man" soundtrack.
Everything you've missed jammed into one album.
I'll put it on the list.
All right, Sam, duty calls.
Thanks for the run.
If that's what you wanna call running.
Oh, that's how it is? -That's how it is. -Okay.
Any time you wanna stop by the VA,
make me look awesome in front of the girl at the front desk,
just let me know. -I'll keep it in mind.
Hey, fellas.
Either one of you know where the Smithsonian is?
I'm gonna pick up a fossil.
It's hilarious.
How you doing? -Hey.
You can't run everywhere.
No, you can't.
The target is a mobile satellite launch platform:
The Lemurian Star.
It was sending up their last payload when pirates took them,
93 minutes ago.
Any demands? -A billion and a half.
Why so stiff? -Because it SHIELD's.
So it's not off course, it's trespass.
I'm sure they have a good reason.
You know, I'm getting tired of being Fury's janitor.
Relax, it's not that complicated.
How many pirates?
25. Top mercs, led by this guy.
Georges Batroc. Ex TGSE. Action Division.
He's at the top of Interpol's "red notice".
Before the French team mobilized him, he had 36 kill missions.
This guy has a rep for maximum casualties.
Hostages? -Uh, mostly techs,
One officier, Jasper Sitwell.
They're in the galley.
What Sitwell doing on a launch ship?
All right, I'm gonna sweep the deck and find Batroc.
Nat, you'll kill the engines and wait for instructions.
Rumlow, you sweep aft,
find the hostages, get them to life pods.
Let's get them out. -STRIKE, you heard the Captain.
Gear up!
Secure channel seven. -Seven secure.
You do anything fun Saturday night?
Well, all the guys from my barbershop quartet are dead, so...
No, not really.
Coming up by the drop zone, Cap.
You know, if you ask Kristen out, from Statistics,
she'll probably say yes.
That's why I don't ask.
Too shy or too scared?
Too busy!
Was he wearing a parachute?
No.
No, he wasn't.
Don't move!
Thanks. -Yeah. You seemed pretty helpless without me.
What about the nurse that lives across the hall from you?
She seems kinda nice.
Secure the engine room, then find me a date.
I'm multitasking.
Trans: I said to Batroc...
If we want SHIELD to pay...
We have to start sending bodies now!
I have a bullet for someone...
You want a bullet in your head?!
Move that leg. Want a bullet in your head?
I do not like to wait.
Call Durand.
I want the ship ready to go as soon as the rescue arrives.
Oui, Batroc.
Start the engine.
Okay.
Hey, sailor.
Shut up.
What is it? Want to be a hero?
Well, I waited too long...
Look for Batroc.
If I do not hear in two minutes... I'll start to kill them!
I'll find him!
Two minutes.
Radio Silence from SHIELD, Batroc...
Targets acquired.
STRIKE in position.
Natasha, what's your status?
Status, Natasha? -Hang on.
Engine room is secure.
Time's up
Who wants to die first?
You! Take the girl.
On my mark.
Three...
Two...
One.
I told you, SHIELD doesn't negotiate.
Hello?
Batroc, Line is dead.
I lost contact with them.
Hostages enroot to extracation.
Romanoff missed the rendezvous point, Captain.
Hostiles are still in play.
Natasha, Batroc is on the move.
Circle back to Rumlow and protect the hostages.
Natasha!
I thought that you were more than just a shield.
We'll see.
This is awkward.
What are you doing?
Backing up the hard drive. It's a good habit to get into.
Rumlow needed your help. What the hell are you doing here?
You're saving SHIELD Intel. -Whatever I can get my hands on.
Our mission is to rescue hostages. -No. That's your mission...
And you've done it beautifully.
You just jeopardized this whole operation.
I think that's overstating things.
Okay.
That one's on me.
You damn right.
You just can't stop yourself from lying, can you?
I didn't lie. Agent Romanoff had a different mission than yours.
Which you didn't feel obliged to share.
I'm not obliged to do anything.
Those hostages could've die, Nick.
I sent the greatest soldier in history to make sure that didn't happen.
Soldiers trust each other, that's what makes it an army.
Not a bunch of guys running around and shooting guns.
The last time I trusted someone, I lost an eye.
Look, I didn't want you doing anything you weren't uncomfortable with.
Agent Romanoff is comfortable with everything.
I can't lead a mission
when the people I'm leading got missions of their owns.
It's called compartmentalization.
Nobody spills the secrets because nobody knows them all.
Except you.
You're wrong about me.
I do share.
I'm nice like that.
Insight bay.
Captain Rogers does not have clearance for Project Insight.
Director override, Fury, Nicholas J.
Confirmed.
You know, They used to play music.
Yeah.
My grandfather operated one of this things for 40 years.
My granddad worked in a nice building.
He got good tips.
He'd walk home every night, roll of ones stuffed in his lunch bag.
He'd say: "Hi!"
People would say "hi" back.
Time went on, neighborhood got rougher.
He'd say: "Hi!"
They said, "Keep on steppin".
Grandad got to grip that lunch bag a little tighter.
Did he ever get mugged?
Every week some punk would say: "What's in the bag?"
What'd he do?
He'd show them.
A bunch of couple ones and loaded 0.22 Mag.
My grandad loved people.
But he didn't trust them very much.
Yeah, I know.
They're a little bit bigger than that 0.22.
This is Project Insight.
Three next generation Helicarriers
synced to a network of targeting satellites.
Launched from the Lemurian Star.
Once we get them in the air they never need to come down.
Continuous suborbital flight courtesy of our new repulsive engines.
Stark?
He had a few suggestions once he got enough close look at our old turbines.
These new long range precision guns
can eliminate a thousand hostiles in minute.
The satellites can read a terrorist's DNA before he steps outside his spider hole.
We gonna neutralize a lot of threats before they even happen.
I thought the punishment usually came after the crime.
We can't afford to wait that long.
Who's "we"?
After New York, I convinced the World Security Council
that we need an equine surgeon threat analysis.
For once we way ahead of the curve.
By holding a gun at everyone on Earth and calling it protection?
You know, I read those SSR files.
Greatest generation?
You guys did some nasty stuff.
Yeah, we compromised.
Sometimes in ways that made us not sleep so well.
But we did it so the people could be free.
This isn't freedom, this is fear.
SHIELD takes the world as it is, not as we like it to be.
It's getting damn near past time for you get with the program, Cap.
Don't hold your breath.
Welcome to the Smithsonian.
Visitor information offices are on the second floor.
A symbol to the nation.
A hero to the world.
The story of Captain America
is one of honor, bravery and sacrifice.
Denied enlistment due to poor health,
Steven Rogers was chosen for program unique
in the annals of American warfare.
One that would transform him into world's first super soldier.
In this rare footage, everyone's favorite warrior, Captain America...
Battle taste.
Captain America and his Howling Commandos quickly earned their stripes.
Their mission,
taking down HYDRA, the Nazi rogue science division.
Best friends since childhood.
Bucky Barnes and Steven Rogers were inseparable
on both school yard and battlefield.
Barnes is the only Howling commando to give his life
in service of his country.
That was a difficult winter.
_ A blizzard trapped half a battalion
behind the German line.
Steve... Captain Rogers,
He fought his way through a HYDRA blockade
that had pinned our allies down for months.
He saved over 1,000 men,
including the man who would...
who'd became my husband as it turned out.
Even after he died, Steve was still changing my life.
You should be proud of yourself, Peggy.
I have lived a life.
My only regret is that you didn't get to live yours.
What is it?
For as long as I can remember I just wanted to do what was right.
I guess I'm not quite sure what that is anymore.
And I thought I could
throw myself back in and follow orders. Serve.
It's just not the same.
You always so dramatic.
Look, you saved the world.
We rather... marked it up.
You didn't.
Knowing that you helped found SHIELD is half the reason I stay.
The world has changed and non of us could go back.
All we can do is our best.
And sometimes the best we can do is to start over.
Peggy.
Steve.
Yeah.
You're alive!
You... you came, you came back.
Yeah, Peggy.
It's been so long.
So long.
Well, I couldn't leave my best girl.
Not when she owes me a dance.
Secure office.
Open Lemurian Star satellite launch file.
Access denied.
Run decryption.
Decryption failed.
Director override, Fury, Nicholas J.
Override denied. All files sealed.
On whose authority?
Fury, Nicholas J.
World Security Council. -Confirmed.
If Nick Fury thinks he can get us
costumed thugs and STRIKE commados
to mop-up his mess, he's sadly mistaken.
This failure is unacceptable.
Well, considering this attack took place
one mile from my country sovereign waters,
it's a bit more then that. I move for an immediate hearing.
We don't need hearings, we need action.
Is this Council's duties oversees SHIELD?
A breach like this raises serious questions.
Like how the hell did a French pirate
managed to hijack a covert SHIELD vessel in broad daylight?
For the record, councilman, he's Algerian.
I can draw a map if it'll help.
I appreciate your wits, secretary Pierce,
but this council take things like international piracy fairly seriously.
Really?
I don't.
I don't care about one boat, I care about the fleet.
If this council is going to fold a rancor
every time someone pushes us on the playing field,
maybe we need someone to oversee us.
Mr. Secretary, nobody is suggesting...
Excuse me.
More trouble, Mr. Secretary?
It depends on your definition.
I work 40 floors away and it takes a hijacking for you to visit me?
A nuclear war would do it too.
Busy in there?
Nothing some earmarks can't fix.
I'm, uh... here to ask a favor.
I want you to call for a vote.
Project insight has to be delayed.
Nick, that's not a favor. That's a subcommittee hearing.
A long one. -Could be nothing. Probably is nothing.
I just need time to make sure it's nothing.
What if it is something?
Then we both be damn glad those Helicarriers aren't in the air.
Fine.
But you got to get Iron Man
to stop by my niece's birthday party.
Thank you, sir.
And not just a fly-by. He's got to mingle.
The thing is...
I think it's getting worse.
A cop pulled me over last week.
He thought I was drunk.
I swerved to miss the plastic bag.
I thought it was an IED.
Some stuff you leave there.
Other stuff you bring back.
It's our job to figure out how to carry it.
Is it gonna be in a big suitcase or in a little man-purse?
It's up to you.
I'll see you next week. -Yeah. -Yeah.
Look who it is. The running man.
Caught the last few minutes.
It's pretty intense.
Yeah, brother, we all got the same problems.
Guilty.
Regret.
Did you lose someone?
My wingmen, Riley.
Flight in the night mission.
A standard PJ rescue op.
Nothing we hadn't done a 1000 times before.
Till RPG knock Riley's dumb ass out of the sky.
Nothing I could do.
It's like I was up there just to watch.
Sorry. -After that, I had really hard time
finding a reason for being over there, you know?
But you happy now, back in the world?
The number of people giving me orders is down to about zero.
So, hell yeah.
Do you thinking of getting out?
No.
I don't know.
To be honest, I don't know what I would do with myself if I did.
Ultimate fighting?
It's just a great idea of the top of my head.
Seriously, you could do whatever you wanna do.
What makes you happy?
I don't know.
Activating communications encryption protocol.
Open secure line 0405.
Confirmed.
This is Hill. -I need you here in DC.
Deep shadow conditions.
Give me four hours. -You have three. over.
Want to see my lease?
Fracture detected.
Recommend anesthetic injection.
DC metropolis dispatch shows no units in this area.
Get me out of here.
Propulsion systems offline. -Then reboot, dammit!
Warning! Window integrity compromised.
You think?
How long to propulsion?
Calculating.
Window Integrity: 31%. Deploying countermeasures.
Hold that order.
Window Integrity: 19%. Offensive measures advised.
Wait!
Window Integrity: 1%.
Now!
Propulsion systems now online.
Full acceleration. Now!
Initiate vertical takeoff!
Flight systems damaged. -Then activate guidance camera.
Give me the wheel!
Get me Agent Hill.
Communications array damaged.
What's not damaged?
Air conditioning is fully operational.
Traffic ahead. -Give me an alternate route.
Traffic alert on Roosevelt Bridge. All vehicles stopped.
17 avenue clear in three blocks. Directly ahead.
Approaching intersection.
Get me of the grid!
Calculating route to secure location.
So sweet.
It's so nice.
Hey.
I got to go, though.
Okay, bye.
My aunt. She's kind of an insomniac.
Hey, if you want-- if you want,
you welcome to use my machine.
Might be cheaper than the one in the basement.
Oh, yeah? What's it cost?
A cup of coffee?
Thank you, but... I already have a load in downstairs
and, uh, you really don't want my scrubs in your machine.
I'm just finished orientation in the infectious diseases ward.
Well, I'll keep my distance.
Hopefully not too far.
Oh, and I think you left your stereo on.
Oh. Right, thank you.
I don't remember giving you a key.
You really think I'd need one?
My wife kicked me out.
Didn't know you were married.
There a lot of things you don't about me.
I know, Nick. That's the problem.
I'm sorry to have do this,
but I had no place else to crash.
Who else knows about your wife?
-Just...
my friends.
Is that what we are?
That's up to you.
Don't...
trust anyone.
Captain Rogers?
Captain... I'm agent 13 of SHIELD's special service.
Kate?
I was assigned to protect you. -On whose order?
His.
Foxtrot is down, he's unresponsive. I need EMTs.
Do you have a twenty on the shooter?
Tell them I'm in pursuit.
Is he gonna make it?
I don't know.
Tell me about the shooter.
He's fast and strong.
He had a metal arm.
Ballistics?
Three slags. No rifling and completely untraceable.
Soviet made.
Yeah. -He's dropping. Ventricular tachycardia.
Crash cart coming in. -Nurse, help me with the gauzes, please.
BP is dropping. -Defibrillator.
Charge to 100.
Don't do this to me, Nick.
Stand back!
Three, two, one. Clear!
Pulse? -No pulse.
Okay. Charge to 200, please.
Stand back!
Three, two, one. Clear!
Give me epinephrine!
Pulse? -Negative.
Don't do this to me, Nick. Don't do this to me.
What's the time?
1:03, Doc.
Time of death 1:03 AM.
We need to take him.
Natasha.
Natasha!
Why was Fury in your apartment?
I don't know. -Captain, they want you back at SHIELD.
Yeah, give me a second. -They want you now.
Okay.
You're a terrible liar.
STRIKE team escort captain Rogers back to SHIELD.
I told him.
Let's go. -Yeah.
STRIKE, move it out.
Captain rogers. -Neighbor.
Captain.
I'm Alexander Pierce.
Sir, it's an honor.
The honor is mine, Captain.
My father served in the 101st. Come on in.
That photo was taken five years after Nick and I met.
When I was at State Department in Bogota.
ELN rebels took the embassy.
And security got me out, but the rebels took hostages.
Nick was deputy chief for the SHIELD station there.
And he comes to me with a plan.
He wants to storm the building through the sewers.
I said, "No, we'll negotiate."
Turned out the ELN didn't negotiate,
so they put out a kill order.
They stormed the basement,
and what did they find? They find it empty.
Nick had ignored my direct order,
and carried out an unauthorized military operation on foreign soil.
He saved the lives of a dozen political officers including my daughter.
So you gave him a promotion.
I never had any cause to regret it.
Captain, why was Nick in your apartment last night?
I don't know.
You know it was bugged?
I did, because Nick told me.
He tell you he was the one who bugged it?
I want you to see something.
Who hired you, Batroc?
Is that live? -Yeah. They picked him up last night
in a not-so-safe house in Algiers.
Are you saying he's a suspect? Assassination is batroc's line.
No, it's more complicated than that.
Batroc was hired anonymously to attack the Lemurian Star.
He was contacted by e-mail
and paid by wire transfer.
And then the money was ran through 17 fictitious accounts.
The last one going to a holding company
who was registered to a Jacob Veech.
Am I supposed to know who that is?
Not likely. Veech died six years ago.
His last address was 1435 Elmhurt drive.
When I first met Nick his mother lived at 1437.
Are you saying Fury hired the pirates? Why?
The prevailing theory was that the hijacking was cover
for the acquisition and sale classified information.
The sale went south and that led to Nick's death.
If you really knew Nick Fury you know that not true.
Why do you think we talking?
See, I took a seat on the Council not because I wanted to
but because Nick asked me, because we were both realists.
We knew that despite all the diplomacy and the handshakes, the rhetoric,
to build a real better world
sometimes it means having to tear the old one down.
That makes enemies.
Those people that call you dirty because you got the guts
to stick your hands in the mud and try to build something better.
And the idea that those people could be happy today
makes me really, really angry.
Captain, you were the last one to see Nick alive.
I don't think that's an accident.
And I don't think you do either.
So I'm gonna ask again,
why was he there?
He told me not to trust anyone.
I wonder if that included him.
Sorry.
Those were his last words.
Excuse me.
Captain,
Somebody murdered my friend and I'm gonna find out why.
If anyone gets in my way, they gonna regret it.
Anyone.
Understood.
Operations control.
Confirmed.
All STRIKE personal on site.
Understood. -Yes, sir.
Criminal. -Confirmed.
Cap.
Rumlow.
Evidence response team found some fibers on the roof They want us to see.
You want me to get the tac-team ready? -No, lets wait to see what that is first.
Right.
What's the status so far?
Administrations level. -Confirmed.
Excuse me.
Sorry about what happened with Fury.
Messed up what happened to him.
Thank you.
Records. -Confirmed.
Before we get started, is anyone like out?
Mobilize STRIKE units, 25th floor.
Whoa, whoa, big guy.
I just want you to know, Cap, this ain't personal.
It kinda feels personal.
Drop the shield. Put your hands in the air!
Give it up, Rogers! Get that door open!
You have nowhere to run!
Are you kidding me?
He's headed for the garage. Lock down the bridge!
Stand down, Captain Rogers.
Stand down.
Repeat, stand down.
Eyes here.
Whatever your op is, bury it.
This is level one.
Contact DOT.
All traffic lights in the district go red.
Shut all runways at BWI,
IND and Reagan.
All security cameras in the city go to this monitor right here.
Scan all open sources.
Phones, computers,
PDAs, whatever.
If someone Tweets about this guy,
I want to know about it.
With all due respect, If SHIELD is conducting a manhunt for Captain America
we deserve to know why.
Because he lied to us.
Captain Rogers has information regarding the death of Director Fury.
Refused to share it.
As difficult as this is to accept,
Captain America is a fugitive from SHIELD.
Where is it? -Safe.
Try better! -Where did you get it?
Why would I tell you?
Fury gave it to you. Why?
What's on it? -I don't know.
Stop lying.
I only act like I know everything, Rogers.
I bet you knew Fury hired the pirates, didn't you?
Well, makes sense. The ship was dirty,
Fury needed a way in, so do you.
I'm not gonna ask you again.
I know who killed Fury.
Most of the intelligence community doesn't believe he exists.
The ones who do call him The Winter Soldier.
He's credited with over two dozen assassinations in the last 50 years.
So he's a ghost-story.
Five years ago I was escorting a nuclear engineer out of Iran.
Somebody shot at my tires near Odessa.
We've lost control, went straight over a cliff.
I pulled us out, but The Winter Soldier was there.
I was covering my engineer so he shot him...
straight through me.
A Soviet slag.
No rifling. Bye-bye Bikinis.
Yeah, I bet you look terrible in them.
Going after him is a dead-end. I know, I've tried.
Like you said, he's a ghost-story.
Well, let's find out what the ghost wants.
Nick Fury was murdered in cold blood.
To any reasonable person, that would make him a martyr,
not a traitor. -You know what makes him a traitor?
Hiring a mercenary to hijack his own ship.
Nick Fury used your friendship to coerce this council
into delaying project Insight.
A project he knew would expose his own illegal operations.
At best, he lied to you. Or worse.
Are you calling for my resignation?
I've got a pen and paper right here.
That discussion can be tabled for a later time.
But you do want to have a discussion. -We've already had it, Mr. Secretary.
This council moves to immediately reactivate Project Insight.
If you wanna say something snappy, now would be a good time.
First rule of going on the run is don't run, walk.
If I run in these shoes, they gonna fall off.
The drive has a level-6 homing program,
so as soon as we boot up SHIELD will know exactly where we are.
How much time do we have? -About nine minutes from...
Now.
Fury was right about that ship. Somebody's trying to hide something.
This drive is protected by somesort of AI.
It keeps rewriting itself to counter my commands.
Can you override it?
The person who developed this is slightly smarter than me.
Slightly.
I'm gonna try running a tracer.
This is a program that SHIELD developed to track hostile malware, so...
if we can't read the file, maybe we can find out where it came from.
Can I help you guys with anything?
Uh, No, my fiance was just helping me with some honeymoon destinations.
Right! We're getting married.
Congratulations. Where you guys thinking about going?
New Jersey.
I have the exact same glasses.
You two are practically twins.
Yeah, I wish. Specimen.
Uh, if you guys need anything, I've been Aaron. -Thank you.
You said nine minutes, come on. -Shh. Relax.
Got it.
You know it? -I used to. Let's go.
Standard tac-team.
Two behind, to across, two coming straight at us.
If they make us all engage, we gonna hit the south escalator to the metro.
Shut up and lean your arm around me. Laugh from something I said.
What? -Do it!
Negative at the source. -Give me a floor rundown.
Negative on three. -Negative on two.
Scan the upper levels, work down to me.
Kiss me. -What?
Public displays of affection make people very uncomfortable.
Yes, they do.
You're still uncomfortable?
It's not exactly the word I would use.
Where did Captain America learned how to steal cars?
Nazi Germany.
And we're borrowing. Take your feet of the dash.
All right, I have a question for you, of which you do not have to answer.
I feel like if you're not answering it, though, you're kind of answering it, you know?
What? -Was I your first kiss since 1945?
That bad, huh? -I didn't say that.
Well, it kind of sounds like this what you're saying.
No, I didn't... I just wondered how much practice you had.
I don't need practice. -Everybody needs practice.
It was not my first kiss since 1945.
I'm 95, not dead.
Nobody special, then?
Believe it or not, it's kind of hard to find someone to share a life experience.
That's all right. Just make something up.
What, like you?
I don't know. The truth is a matter of circumstances.
It's not all things to all people, all the time.
And neither am I.
It's a tough way to live.
It's a good way not to die, though.
You know, it's kind of hard to trust someone when you don't know who that someone really is.
Yeah.
Who do you want me to be?
How about a friend?
Well, there's a chance you might be in the wrong business, Rogers.
This is it.
The file came from these coordinates.
So did I.
This camp is where I was trained.
Changed much?
A little.
Pick up the pace, ladies!
Let's go! Let's go!
Double time!
Come on Rogers, move it!
Come on! Fall in!
Rogers! I said fall in!
This is a dead end.
Zero heat signature, Zero waves, not even radio.
Whoever wrote the file must have used a router to throw people off.
What is it?
Army regulations forbid storing ammunition
within 500 yards from the barracks.
This building is in the wrong place.
This is SHIELD.
Maybe where it started.
There's Stark's father. -Howard.
Who's the girl?
If you already working in a secret office...
Why do you need to hide the elevator?
This can't be the data-point. This technology is ancient.
Initiate system?
Y-E-S. Yes.
"Shall we play a game?"
It's from a movie that... -Yeah. I saw it.
Rogers, Steven.
Born, 1918.
Romanoff, Natalia Alianovna. Born, 1984.
This is some kind of a recording. -I am not a recording, Fraulein.
I may not be the man I was when the Captain took me prisoner in 1945,
But I am.
Do you know this thing?
Arnim Zola was a German scientist who worked for the Red Skull.
He's been dead for years. -First correction, I am Swiss.
Second, look around you. I have never been more alive.
In 1972 I received a terminal diagnosis.
Science could not save my body,
my mind, however, that was worth saving.
on 200,000 feet of data banks.
You are standing in my brain.
How did you get here? -Invited.
This Operation Paperclip after World War II.
SHIELD recruited German scientists with strategic values.
They thought I could help their cause.
I also helped my own.
HYDRA died with the Red Skull.
Cut off one head and two more shall take its place.
Prove it.
Accessing archive.
HYDRA was founded on the belief
that humanity could not be trusted with its own freedom.
What we did not realize,
was that if you try to take that freedom, they resist.
War taught us much.
Humanity needed to surrender its freedom willingly.
After the war, SHIELD was founded and I was recruited.
The new HYDRA grew.
A beautiful parasite inside SHIELD.
For 70 years HYDRA has been secretly feeding crisis.
Reaping war.
And when history did not cooperate,
history was changed.
That's impossible. SHIELD must have stopped you.
Accidents will happen.
HYDRA created a world so chaotic
that humanity is finally ready to sacrifice its freedom
to gain its security.
Once the purification process is complete,
HYDRA's new world order will arise.
We won, Captain.
Your death amounts to the same as your Life.
A zero sum.
As I was saying...
What's on this drive?
Project Insight requires insight.
So I wrote an algorithm.
What kind of algorithm? What does it do?
The answer to your question is fascinating.
Unfortunately, You shall be too dead to hear it.
Steve, I got a bogey.
Short-range ballistic. 30 seconds, tops.
Who fired it? -SHIELD.
I'm afraid I have been stalling, Captain.
Admit it, it's better this way.
We're both of us...
out of time.
Call in the asset.
I'm going to go, Mr. Pierce. Do you need anything before I leave?
No. It's fine, Renata, you can go home.
Okay, night-night. -Good night.
Want some milk?
The timetable has moved.
Our window is limited.
Two targets of level six.
They already cost me Zola.
I want confirmed death in 10 hours.
Sorry, Mr. Pierce, I... I forgot my phone.
Oh, Renata, I wish you would have knocked.
Hey, man.
I'm sorry about this. We need a place to lay low.
Everyone we know is trying to kill us.
Not everyone.
You okay? -Yeah.
What's going on?
When I first joined SHIELD, I thought it was going straight.
But I guess I just traded in the KGB for HYDRA.
I thought I knew whose lies I'm telling, but...
I guess I can't tell the difference anymore.
There's a chance you might be in the wrong business.
I owe you.
It's okay.
If it was the other way around,
and it was down to me to save your life, and be honest with me,
would you trust me to do it?
I would now.
And I'm always honest.
Well, you seem pretty chippered for someone who just found out they died for nothing.
Well, I guess I just like to know who I'm fighting.
I made breakfast.
If you guys... eat that sort of thing.
So, the question is:
Who in SHIELD could launch a domestic missile strike?
Pierce.
Well, 'cause he will be sitting on top of the most secured building in the world.
But he's not working alone.
Zola's algorithm was on the Lemurian Star.
So it's Jasper Sitwell.
So, the real question is:
How do the two most wanted people in Washington
kidnap a SHIELD officer in broad daylight?
The answer is: they don't.
What's this? -Call it a resume.
Is this Bakhmala?
Khalid Khandil mission. That was you.
You didn't say he was a para-rescue.
Is this Riley? -Yeah.
I heard they couldn't bring in the choppers because of the RPGs.
What'd you use, a stealth-chuting? -No.
These.
I thought you said you're a pilot. -I never said a pilot.
I can't ask you to do this, Sam.
You got out for a good reason.
Dude, Captain America needs my help.
There's no better reason to get back in.
Where can we get our hands on one of these things?
The last one is at Fort Meade.
Behind three guarded gates and a 12-inch steelwall.
Shouldn't be a problem.
Listen, I gotta fly home tonight,
There's a... I got some constituency problem,
and I gotta press the flesh.
Any constituent in particular, Mr. Senator?
Un, no, not really.
23. Kinda hot. Real hot.
You know, wants to be reporter. I think.
I don't listen at that point.
Doesn't sound much of a problem to me. -Really? 'Cause she's killing my back.
Look, this isn't the place to talk about it.
Nice pin.
Thank you.
Come here.
Hail, HYDRA.
See that, right? -I just saw that, Yeah.
Should I get it checked? -I think so.
I need a minute. Bring the car around.
Yes, sir. -Agent Sitwell, how was lunch?
I hear the crab cakes here are delicious.
Who is this? -The good looking guy in the sunglasses, your ten o'clock.
Your other ten o'clock.
There you go.
What do you want?
You're gonna go around the corner, to your right.
There's a gray car, two spaces down.
You and I are gonna take a ride.
And why would I do that?
Because that tie seems really expensive
and I'd hate to mess it up.
Tell me about Zola's algorithm.
Never heard of it. -What were you doing in the Lemurian Star?
I was throwing up. I get seasick.
Is this little display meant to insinuate that you can throw me off the roof?
'Cause it's really not your style, Rogers.
You're right. It's not.
It's hers.
Oh, wait. What about that girl from accounting, Laura... -Lillian.
Lip piercing, right? -Yeah, she's cute.
Yeah, I'm not ready for that.
Zola's algorithm is a program...
For choosing Insight's targets. -What targets?
You!
The TV anchor in Cairo, The Undersecretary of Defense,
A high school valedictorian in Iowa city.
Bruce Banner, Stephen Strange, anyone who's a threat to HYDRA.
Now, or in the future.
The Future? How can it know?
How could it not?
The 21st century is a digital book.
Zola taught HYDRA how to read it.
Your bank records, medical histories, voting patterns,
e-mails, phone calls, the damn SAT scores.
Zola's algorithm evaluates peoples' past
to predict their future.
What then?
Oh, my god, Pierce is gonna kill me. -What then?
Then the Insight heli-carriers scratch people off the list.
A few millions at a time.
HYDRA doesn't like leaks. -So why don't you try sticking a cork in it.
Insight's launching in 16 hours. We're cutting a little bit close here.
I know. We'll use him to bypass the DNA scans
and access the heli-carriers directly.
What?! Are you crazy?
That is a terrible-terrible idea.
Shit!
Hang on!
I'll take care of her. find him.
Go. I got this!
LZ in 2300 block, Virginia Avenue.
Rendezvous two minutes.
Civilians in threat, I repeat, civilians in threat.
LZ 2300 block, Virginia Avenue.
Rendezvous two minutes.
Get out of the way! Stay out of the way!
Bucky? -Who the hell is Bucky?
Drop the shield, Captain! -On your knees!
Get on your knees, now! Now! -Get down! Get down!
Get on your knees, now!
Don't move.
Put the gun down. Not here. Not here!
It was him.
He looked right at me and he didn't even know me.
How's that even possible? It was like 70 years ago.
Zola.
Bucky's old unit was captured in '43. Zola experimented on him.
Whatever he did, helped Bucky survive the fall.
They must have found him. -Non of that's your fault, Steve.
Even when I had nothing, I had Bucky.
We need to get a doctor here.
We don't put pressure on that wound she's gonna bleed out here in the truck.
That thing was squizing my brain.
Who's this guy?
Three holes. Start digging.
GSW. She's lost at least a pint.
Maybe two. -Let me take her.
She wants to see him first.
About damn time.
Lacerated spinal column, cracked sternum,
shattered collarbone, perforated liver,
one hell of a headache.
Don't forget your collapsed lung.
Let's not forget that.
In other words, I'm good.
They cut you open. Your heart stopped.
Tetrodotoxin B.
Slows the pulse to one beat a minute.
Banner developed it for stress.
Didn't work so great for him. We found a use for it.
Why all the secrecy? Why not just tell us?
The attempt on the director's life had to look successful.
Can't kill you if you already dead.
Besides,
I wasn't sure who to trust.
Sergeant Barnes...
Bucky, no!
The procedure has already started.
You're going to be the new face of HYDRA.
Put him on freeze.
Sir, he's unstable. Erratic.
Mission report.
Mission report, now.
The man on the bridge...
Who was he?
You met him earlier this week on another assignment.
I knew him.
Your work has been a gift to mankind.
You shaped the century.
And I need you to do it one more time.
Society is at a tipping point between order and chaos.
Tomorrow morning we're gonna give it a push.
But if you don't do your part, I cann't do mine.
And HYDRA can't give the world the freedom it deserves.
But I knew him.
Prep him.
He's been out of cryo-freeze too long.
Then wipe him, then start over.
This man declined the Nobel Peace Prize.
He said peace wasn't an achievement.
It was a responsibility.
See, it's stuff like this that gives me trust issues.
We have to stop the launch.
I don't think the Council's accepting my calls anymore.
What's that?
Once the heli-carriers reach 3000 feet,
they'll triangulate with Insight satellites, becoming fully weaponized.
We need to breach those carriers,
and replace their targeting blades, with our own.
One or two won't cut it.
We need to link all three carriers for this to work.
You guys, if even one of those ships remains operational
a whole lot of people are gonna die.
We have to assume everyone aboard those carriers is HYDRA.
We need to get pass them, insert the server blades,
and maybe, just maybe, we can salvage what's...
We're not salvaging anything.
We're not just taking down the carriers, Nick,
we're taking down SHIELD. -SHIELD had nothing to do with it.
You gave me this mission, this is how it ends.
SHIELD's been compromised, you've said so yourself.
HYDRA was right under your nose, and nobody noticed.
Why do you think we're meeting in this cave? I noticed.
And how many paid the price before you did?
Look, I didn't know about Barnes.
Even if you have, would you have told me?
Or would you've compartmentalize that too?
SHIELD, HYDRA...
It all goes.
He's right.
Don't look at me.
I do what he does, just slower.
Well...
Looks like you're giving the orders now, Captain.
We looked for you after.
My folks wanted to give you a ride from the cemetery.
I know, I'm sorry. I just... kinda wanted to be alone.
How was it?
It was okay.
She's next to dad.
I was gonna ask...
I know what you gonna say, Buck, it's just...
We can put the couch cushion on the floor like we were kids.
It'll be fun. All you gotta do is shine my shoes, maybe...
pick up the trash.
Come on.
Thank you, Buck, but I can get by on my own.
The thing is... you don't have to.
I'm with you till the end of the line, pal.
He's gonna be there, you know? -I know.
Look, whoever he used to be, the guy he is now,
I don't think he's the kind you save.
He's the kind you stop.
I don't know if I can do that.
Well, he might not give you a choice.
He doesn't know you.
He will.
Gear up. It's time.
You're gonna wear that? -No.
You gonna fight a war, you gotta wear a uniform.
Oh, man. I am so fired.
We are in final launch sequence.
We are go on guidance.
All personnel, to launch station.
And how was your flight? -Lovely.
The ride from the airport less so.
Sadly, SHIELD can't control everything.
Including Captain America.
This facility is biometricly controlled.
These will give you unrestricted access.
I parked there for two months. But it's "his spot."
So where's he been? -I think Afghanistan.
Negative, DT-6. The pattern is full.
All because it's...
Must be the dish.
I'll check it out. -Clear approach from the roof.
Request to clear the area for launch.
Excuse us.
I know the road hasn't exactly been smooth,
and some of you would have gladly kick me out of the car along the way.
Finally we're here, and the world should be grateful.
Attention, all SHIELD agents. This is Steve Rogers.
You heard a lot about me in the last few days.
Some of you would even ordered to haunt me down.
But I think it's time you know the truth.
SHIELD is not what we thought it was.
It's been taken over by HYDRA.
Alexander Pierce is their leader.
STRIKE and Insight crew are HYDRA as well.
I don't know how many more,
But I know they're in the building.
They could be standing right next to you.
They almost have what they want:
absolute control.
They shot the Nick Fury and it won't end there.
If you launch those heli-carriers today,
HYDRA will be able to kill anyone that stands in their way.
Unless we stop them.
I know I'm asking a lot, but...
the price of freedom is high, always has been.
And it is a price I'm willing to pay.
And if I'm the only one, so be it.
But I'm willing to bet I'm not.
Did you write that down first, or was it off the top of your head?
You smug son of a bitch.
Arrest him!
I guess I've got the floor.
Preempt the launch sequence. Send those ships up now.
Is there a problem? -I'm...
Is there a problem? -Sorry, sir.
I'm not gonna launch those ships.
Captain's orders. -Move away from your station.
Like he said!
Drop the weapon! -Drop the weapon!
Captain's orders.
You picked the wrong side, agent.
It depends on where you're standing.
Close the bay door!
Close the bay door now! Close the bay door!
They're initiating launch.
Hey, Cap, how do we know the good guys from the bad guys?
If they're shooting at you, they're bad.
Cap, I found those bad guys you were talking about.
You okay?
Not dead yet.
Let me ask you a question.
What if Pakistan marched into Mumbai tomorrow,
and you knew that they were gonna drag your daughters
into a soccer stadium... for execution.
And you can just stop it. With a flip of a switch.
Would you?
Wouldn't you all?
Not if it was your switch.
I'm sorry.
Did I step on your moment?
Satellites in range at 3,000 feet.
Falcon, status? -Engaging.
All right, Cap, I'm in.
Shit!
Eight minutes, Cap. -Working on it.
What are you doing?
She's disabling the security protocols and dumping all the secrets onto the Internet.
Including HYDRA's. -And SHIELD's.
If you do this, non of your pasts is gonna remain hidden.
Are you sure you're ready for the world to see you as you really are?
Are you?
Alpha locked.
Falcon, where are you now? -I had to take a detour.
Hell, yeah!
I'm in.
Bravo locked.
Two down, one to go.
All SHIELD pilots, scramble.
We are the only air support Captain Rogers has got.
Disabling the encryption is an executive order.
It takes two alpha-level members.
Don't worry, company's coming.
Did you get my flowers?
I'm glad you're here, Nick. -Really?
'Casue I thought you had me killed.
You know how the game works.
Why make me head of SHIELD? -'Cause you're the best.
And the most ruthless person I've ever met.
I did what I did to protect people.
Our enemies are your enemies, Nick.
Disorder, war...
It just a matter of time before a dirty bomb goes off in Moscow,
or an EMP fries Chicago.
Diplomacy?
A holding action. A band-aid.
And you know where I learned that. Bogota.
You didn't ask, you just did what had to be done.
I can bring order to the lives of seven billion people
by sacrificing 20 million.
It's the next step, Nick, if you have the courage to take it.
No, I have the courage no to.
Retinal scanner active.
What are you doing?
Don't you think we wiped your clearance from the system?
I know you erased my password,
probably deleted my retinal scan,
but if you want to stay ahead of me, Mr. Secretary...
You need to keep both eyes open.
Alpha-level confirmed.
Encryption code accepted. Safeguards removed.
Charlie Carrier's 45 degrees off the port bow.
Six minutes. -Hey, Sam, I'm gonna need a ride.
Roger. Let me know when you're ready.
I just did.
You know, you a lot haevier than you look.
I had a big breakfast.
Steve!
Cap? Cap, come in. Are you okay?
Yeah, I'm here.
I'm still on the heli-carrier.
Where are you? -I'm grounded, the suit's down.
Sorry, Cap. -Don't worry, I got this.
Emergency evacuation.
All personnel need to get to the safe areas.
Sir, the Council has been breached.
Repeat, Dispatch. -Black Widow is up there.
Headed up.
Falcon! -Yeah?
Rumlow is heading for the Council. -I'm on it.
People are gonna die, Buck.
And I can't let that happen.
Please, don't make me do this.
Done.
And it's trending.
Unless you want 2-inch hole in your sternum, I'd put that gun down.
That was armed the moment pinned it on.
Drop it.
Drop it!
I'm on 41, heading towards the south-west stairwell.
This is gonna hurt.
There are no prisoners with HYDRA, just order.
And order only comes through pain.
Are you ready for yours? -Man, shut the hell up.
Lieutenant, how much longer? -65 seconds to satellite link.
Target reengaged. Lowering weapons array now.
One minute.
30 seconds, Cap.
Stand by.
We reached 3000 feet.
Satellite coming online now.
Deploy algorithm.
Algorithm deployed.
We are go to targets.
Targets saturation reached. -All targets assigned.
Fire when ready.
Firing in...
three...
two...
one.
Charlie locked.
Where are the targets?
Okay, Cap, get out of there.
Fire now.
But, Steve... -Do it!
Do it now!
What a waste.
Are you still on the fence about Rogers chances?
Time to go, Councilwoman. This way.
Come on. You gonna fly me out of here.
You know, there was a time I would have taken a bullet for you.
You already did. And you will again when...
Romanoff!
Natasha!
Natasha, come on!
Those really do sting.
Hail, HYDRA.
You're out of your depth, kid.
Please, tell me you got that chopper in the air!
Sam, where are you?
41st floor, north-west corner! -We're on it, stay where you are.
Not an option!
41st floor! 41st!
It's not likely to put the floor numbers on the outside of a building.
Hill, where's Steve? You got a location on Rogers?
You know me.
No, I don't!
Bucky.
You know me your whole life.
Your name...
is James Buchanan Barnes. -Shut up!
I'm not gonna fight you.
You're my friend.
You are my mission.
You're... my... mission!
Then finish it.
'Cause I'm with you till the end of the line.
On your left.
Do you solemnly swear to tell the truth
the whole truth and nothing but the truth?
I do.
Why haven't we yet heard from Captain Rogers?
I don't know what's left left for him to say.
I think the rock in the middle of the Potomac made his point fairly eloquently.
Well, he could explain how this country's expected
to maintain its national security
now that he and you have laid waste our intelligence apparatus.
HYDRA was selling you lies, not intelligence.
Many of which you seem to have had a personal hand in telling.
Agent, you should know that there are some on this committee who feel,
given your service record, both for this country and against it,
that you belong in penitentiary.
not mouthing off on Capitol Hill.
You're not gonna put me in prison.
You're not gonna put any of us in prison.
You know why?
Do enlight us. -Because you need us.
Yes, the world is a vulnerable place,
and yes we helped make it that way.
But we're also the ones best qualified to defend it.
So if you want to arrest me, arrest me.
You'll know where to find me.
So, you've experienced this sort of things before?
You get used to it.
We've been data-mining HYDRA's files.
Looks Like a lot of rats didn't go down with the ship.
I'm heading to Europe tonight.
Wanted to ask if you'll come with me.
There's something I gotta do first.
How about you, Wilson? I could use a man with your abilities.
I'm more of a soldier than a spy.
All right, than.
Anybody asks for me, tell them they can find me right here.
You should be honored. That's about as close as he gets to saying thank you.
Not going with him? -No.
Not staying here? -No.
I blew all my covers I gotta go figure a new one.
It might take a while. -I'm counting on it.
That thing you asked for, I called in a few favors from Kiev.
Will you do me a favor?
Call that nurse.
She' not a nurse. -And you're not a SHIELD agent.
What was her name again? -Sharon.
She's nice.
Be careful, Steve.
You might not wanna pull on that thread.
You're going after him?
You don't have to come with me.
I know.
When do we start?
--Subtitle corrected and synched by ... : AAF93--
It's over.
Fury has released everything to the public.
Everything he knows about.
Mr. Strucker, If they get a word of our work here,
If they found out we serve HYDRA...
HYDRA, SHIELD...
Two sides of a coin that's no longer currency.
What we have...
is worth more than any of them ever knew.
We've only scratched the surface and already...
There are other facilities doing HYDRA's good work around the world.
We'll feed them to Captain America and his colorful friends,
Keep them off our scent.
What about the volunteers?
The dead will be burried so deep their own ghosts won't be able to find them.
And the survivors?
The twins.
Sooner or later they will meet the twins.
It's not a world of spies anymore. Not even a world of heroes.
This is the age of miracles, doctor.
There's nothing more horrifying
than a miracle!