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Previously on "Agent Carter"...

As of this moment, Howard Stark
is a fugitive from justice.

You're the only one that can clear my name.

- What's in the vial?
- Steve Rogers' blood.

You lied to me.

I knew how much Steve meant to you,

because I know how much he means to me.

After seeing that kid in Russia,

I'd hate to tangle with
one that's all grown-up.

Focus. Please.

Because we have something
very important to take care of.

He got in my head.

It's in the final stages.

Promise me you'll get the
son of a bitch who did this.

- Chief!
- Chief!

We need to find out what Ivchenko took.

Item 17. It's gone.

What's that do?

I have no idea.

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Only 39 cents for two bars.
And now back to our program.

When we last left our hero,

Captain America had saved the 25th infantry,

but his plane was going
down over the Sea of Japan.

Betty, I'm afraid this is the end.

Oh, cap,

there will never be another man like you.

I love you, Captain America.

But Betty Carver, face
wet with loving tears,

hears only static.

You're the SSR folks?

What the hell happened here, detective?

Hell if I know... I got 47 dead,

heads bashed in, eyes gouged out...

Not a single survivor.

Good lord.

It's like some kind of monster got in.

Never seen anything like it.

All this happened inside the theater?

This way.

No monster killed these people.

They killed each other.

Guess you G-men catch
stuff like this all the time.

No.

No, we sure don't.

Sousa! Sousa!

Hey. Hey. What happened?

Daniel!

Get him off!

♪ Never treats me sweet and gentle ♪

This really is an amazing city.

- ♪ The way he should ♪
- It's like any other.

No, no, my dear.

- ♪ I've got it bad ♪
- This is a testimony

- to American strength and ingenuity.
- ♪ and that ain't good ♪

Huh!

It is a beacon for all the world to envy.

And won't it be fun to tear it all down?

♪ My poor heart is sentimental ♪

♪ Not made of wood ♪

♪ I've got it bad ♪

♪ and that ain't good ♪

♪ But when the fish are jumping ♪

Let us not bring unwanted
attention to ourselves.

♪ And Friday rolls... ♪

Good evening, officer.
Did I do something wrong?

Well, ma'am, there's a small matter

of that traffic light you missed back there.

I did?! Oh, my gosh!

I am just the silliest goose.

You're lucky you didn't get in an accident.

I am so sorry, officer.

You know, I would let my grandfather drive,

but... he's blind in one eye.

Wartime injury.

Okay, ma'am. Just be careful.

Get home safe.

Thank you, officer. You
are just the kindest man.

All cars, be on the
lookout for a vehicle last seen

in the vicinity of 65th and Park.

Black Dynaflow, license
three-yankee-six-zulu.

Vehicle is reported stolen
by an armed female...

Blonde, 5'8".

All patrolmen must proceed with caution.

Carter, what the hell is going on?

I was about to ask you the same thing.

How are you feeling?

Like I swallowed a bag of shrapnel.

What's with this?

Do you remember anything that happened

inside the movie theater?

There was, uh, some kind of gas.

You found the canister, and
you attacked agent Thompson.

I wanted to kill him.

I wanted to kill... everybody.

Oh, God, Peggy.

I-I hit you.

I-I'm so sorry.

You weren't yourself. How are you now?

I still want to kill Thompson,
but no more than usual.

Best the scientists can figure,

it's a chemical that induces
psychosis upon exposure,

which I can personally attest to

after Sousa tried to bite my nose off.

Hey, killer.

I'm surprised Howard would consent

to manufacturing something like that.

The amount that got me was tiny.

How much of this stuff does Ivchenko have?

The lab counted 10 canisters.

Meaning Ivchenko has enough

to send half the city into a homicidal rage.

But why? Why go to all that trouble?

'Cause he's a Russian jerk
with a chip on his shoulder.

Why else?

No, I-it's got to be
something more than that.

Ivchenko has a plan. He
brought us into Russia.

He tricked us into bringing
him into this country.

There's something specific
that he is targeting.

We just have to find out what it is.

The target is me.

Hey!

Get your hands up. Get your hands up!

Told you.

What kind of welcome is this?

How the hell did you get in here?

You know who designed
the SSR security system?

Yeah, the same outfit that
sures the White House.

Exactly. They stink. You
should have hired me.

I know.

You missed me.

- Than guilty.
- How about looking wrong?

As of this moment,
you're under arrest, Stark.

You know, I could help you with that.

Roger Dooley is dead.

Ray Krzeminski is dead.

Along with a theater
full of innocent people.

Stark Industries... That's all on you.

You got something funny to say about that?

I know. That's why I came back.

That's everything

there is to know about the battle of Finow.

I really don't care about
some old war story.

Well, you should.

'Cause all those deaths are on me, too.

The gas is called midnight oil.

You designed a poison gas, Howard?

No!

Well, not intentionally.

The army wanted something

that would keep soldiers
awake for days at a time,

but it failed.

Caused symptoms similar
to sleep deprivation...

Anger, hallucinations, psychosis.

If you knew all that, why use it in Finow?

I didn't. My lab was raided.

They took my samples, my research,

all on the orders of general mcginnis.

The next day, they
dropped it on the Russians

to help them take Finow.

I flew there afterward
to see with my own eyes.

What those men did to each
other, you can't imagine.

We don't need to imagine.
We saw it in that theater.

I experienced it myself.

And you survived?

It's been known to cause asphyxiation.

Guess that explains my sore throat.

It also explains our voiceless friends.

Someone performed laryngotomy
procedures on these men.

I expect it was Dr. Ivchenko

or, as he's also known, Johann Fennhoff.

Who?

A psychiatrist with a
speciality in hypnosis.

Must be how they got to Dooley.

And if he can control the
chief, we're all at risk.

No. This time, I'm taking the risk.

This Fennhoff obviously wants to punish me,

so... let's give him what he wants.

What are you talking about?

I'll be the bait.

The SSR just needs to set the trap.

Yeah. Something public.

Real showy.

Well, that's the only way I do it.

Hey, this is private property.

I'll take care of it.

Hey, mister.

Could you help me with something?

We interrupt this program

to bring you a special news bulletin.

Howard Stark returns a hero.

The eccentric billionaire

and erstwhile absconder from justice...

is in New York today to
announce a major breakthrough

in the case of his missing technology.

Mr. Stark will hold a press
conference this afternoon...

On the steps of City
Hall with all the details.

What are you waiting
for? Let's get in there.

A new opportunity has arisen.

Just since I left the car?

We are going back to the city.

Our plans have changed.

How's that look?

Like a nest of spiders with very short legs.

That's good enough.

Hey, Peg, you got any powder?
I want to cut down the shine.

I don't like this, Howard.
It's too dangerous.

don't waste your breath, Miss Carter.

I've already wasted mine on the subject.

What is that?

It's body armor for your protection.

It's junk.

Where's my stuff?

What are you people doing?

These are highly volatile materials.

This... This is photosensitive.

This should be kept in the dark.

This... This should be kept cool.

And this.

This is fine now.

Howard, what are you hoping to accomplish

with this ridiculous press conference?

There are other ways to
get Fennhoff into the open.

Name one. No, name three.

There it is.

Stops a .50-cal round from 100 feet.

Unless you're planning to put it
on your head, it won't be enough.

I trust you to keep me safe.

- You're punishing yourself.
- I'm redeeming myself.

I have enough blood on my hands.

I don't need yours, as well.

I've had to go through my life not caring

what people think of me, but
I do care what you think.

And after everything you said
to me last time, I thought...

Howard, I was angry. That
doesn't mean I want you to die.

Well, that makes two of us.

But you know and I know
that this is my fault.

General McGinnis stole midnight oil

and used it recklessly.

He is at fault. Can you not see that?

I need to fix this.

Otherwise, I won't be
able to live with myself.

You're mad.

As a hatter.

After a thorough investigation,
we have concluded

that Howard Stark is innocent

of the theft and sale of
weapons to foreign enemies.

All charges against Mr.
Stark have been dropped.

We owe Mr. Stark

a tremendous debt of
gratitude, and his assistance

in our current investigation is invaluable.

"Hero."

"He is a hero."

He is...

a hero for all Americans.

Are the rooftops covered, Agent Comden?

- Mr. Stark will be working in concert with the SSR...
- All clear.

- They're here somewhere.
- To bring those responsible for this crime...

- I know it.
- To justice.

"Humbled by his genius."

No. No. "Brilliance."
"Humbled by his brilliance."

Hmm.

We are humbled.

Here's Howard Stark.

Mr. Stark, have all
your weapons been recovered?

Is it true that you were hiding

at the residence of Barbara Stanwyck?

For too long now, the name Howard Stark

has been dragged through the mud.

Today is a day of reckoning
for anyone who doubts...

Get down!

Who's got eyes on the shooter?

It's coming from above.

Get him out of here.
Police car in the back alley.

- This way.
- Go!

They're shooting from the hotel.

See? Told you it was a great idea.

Your genius knows no bounds, sir.

Take us to the SSR, officer.

Oh, no.

Listen, buddy, stop the car.

Dr. Fennhoff would like to see you.

Agent!

Where's Stark?

He's been taken.

Where are they?

This rifle was rigged to fire itself.

They're long gone.

Strange.

What's that?

Either Dottie's a terrible shot,

or this gun was never
supposed to kill Howard.

It's aimed well above the podium.

It was a diversion.

Diversion from what?

All agents,
Stark's been grabbed.

APD is being issued. He's in
a police car heading west.

Oh.

Whatever Fennhoff is paying
you, I can double it.

You like cars? Yeah, I like cars.

You know, I got a fleet of Cadillacs.

You can take your pick.

Take two.

All right. You see this piece of paper?

It's Rosalind Russell's private number.

That is absolutely my final offer.

So, now we got to tell the
whole world we're chumps.

They've been planning this
whole thing since the beginning.

No, they couldn't have. Could they?

Kidnapping Howard couldn't have been

part of their original plan.

They didn't know he was here
until the press conference.

So if they don't want him
dead, what do they want?

Howard said Fennhoff
wants to punish him.

Whatever they've planned, it
must be a fate worse than death.

We need to determine
what his next target is.

The movie house was a test.

So they got to be planning something bigger.

Statue of Liberty? Empire State?

What day is it?

May 8th.

V.E. Day.

They're going to hit Times Square.

Car's near 42nd and 9th. No Stark.

42nd and 9th, copy.

This isn't good.

No, it isn't.

I know I should be afraid for my life,

but there's just something
about you that puts me at ease.

Must be those eyes.

You don't remember me, do you?

Should I?

You and I spent a nice weekend together

not too long ago.

Is it Alice?

Guy at the coffee shop saw a blonde

forcing a man matching Stark's description

into the back of a black Sedan.

They were last seen heading
west towards Lincoln Tunnel.

I radioed their descriptions
to Port Authority...

See if we can snag them at the tolls.

They're trying to leave the city. Why?

Maybe we were wrong about the target.

Just talked to every
muckity-muck in the city,

trying to call off the V.E. day celebration.

They won't do it.

Already 100,000 people
packed into Times Square.

We won't have enough time to evacuate.

He could have stashed
those canisters anywhere.

The gas was designed to be deployed by air.

Which is why we
shut down all the airports...

And every private
airfield in the area.

I think I know where Dr. Fennhoff is headed.

Where?

If his intention

is to place blame for
the attack on Mr. Stark,

would it not be most effective

to use one of Mr. Stark's own planes?

He can't. We confiscated them all.

Not all.

Hmm?

There is another vault...

Considerably larger than the first.

Howard, I can't see a thing.

Howard.

Is all this yours?

Every one of them.

You want to go for a ride?

I think you've had a few too many Martinis

to fly a plane.

- You'll be perfectly safe.
- Hmm.

Three of them fly themselves.

I like a man with a vault full of toys.

Well, you should see what I got at home.

Wait.

don't tell me.

Is it Lorraine?

All right. It'll come to me.

The great Howard Stark.

I have heard much of your genius.

It is a shame that you put your gifts

towards creating such horrible weapons.

Midnight oil was not supposed
to be a weapon, Dr. Fennhoff.

Should never have been used.

And yet, it only exists because of you.

Do you know what your creation does?

I saw it... afterwards.

And I saw it while it happened.

I was only spared

because I had a gas mask to protect myself.

My comrades were not so lucky.

My brother wasn't so lucky.

When I found him, he had no eyes.

Pieces of his flesh had been bitten off.

Can you imagine this?

I am sorry.

You have no idea how sorry I am.

Since that day, I have thought of you often.

In fact, you have been my singular focus.

Look, if you're gonna kill me...

Go ahead.

I probably deserve it, but...

Leave innocent people out of it.

I have no intention of
killing you, Mr. Stark.

I am going to make you suffer.

Please.

Please don't do this.

You feel guilt? Remorse?

Yes, of course, I do.

I imagine you have done
many things in your life

that you regret.

Hmm.

A man such as yourself

cannot allow kindness and
empathy to cloud his vision.

I am not a bad person.

Yes.

Yes, you are.

It is the only way to achieve
such remarkable success.

Others have paid the price.

You have paid the price, as well.

Your guilt eats you,

destroys you from the inside out.

Yes.

Yes.

Focus.

There may still be a way
to atone for your sins.

Simply focus.

Go back in your mind

to a time and a place that
holds your greatest shame,

and simply focus.

What would you change if you could?

Mr. Stark!

Mr. Stark, we picked up a
signal from the Valkyrie.

We think it might be Rogers.

Sir, we found Captain America.

Howard.

Peg, is this real?

Bring him home.

Howard!

How long until he reaches New York?

12 minutes. Maybe less.

Maybe we could talk him down.

You think he'd listen?

Chief did.

Radio room?

Second floor of the hangar.

- I need someone to take one of those planes up.
- Why?

Shoot him down with a
plane full of poisonous gas?

You'd have to do it over the water

before he reaches land.

Geez.

Well, I-I'm not your guy.

I never flown a plane before.

Likewise.

I have.

Mr. Jarvis, I cannot ask this of you.

Mr. Stark would want to be stopped

by any means possible.

We have little time.

Help him get off the ground.

Signal is still holding strong.

Changing course to bearing 2-6-9.

Focus, Howard. You're doing very well.

Hands up.

Ah, ah, ah, ah. Lose the gun.

Move away from the radio slowly.

Peggy, it's so swell to see you.

Isn't this fun?

Full tank of gas, plenty of ammo...

You're good to go.

Excellent.

Let's go!

Jarvis, if you don't
leave now, don't bother!

Look, I've flown planes before.

I've just never shot a man down.

If Carter finds this guy,

you'll never have to fire a shot.

Let's pray you're right, Agent Thompson.

Excellent. Focus.

Howard! Howard, it isn't real!

Go.

I used to be so jealous of girls like you.

I would have done anything

to walk like you, to talk like you.

But now... I can be anybody I want.

Oh, I've got a great idea.

Ohh!

Maybe I'll be an SSR agent next.

What do you think of that?

I thought you'd be better.

Fennhoff's escaped the radio room.

We'll get him.

I'll go around back.

Sousa, don't let him talk.

If he talks, you're dead.

You, too, Jack.

Dropping to 2,000 feet.

Howard, it's Peggy.

Peg! I found his signal!

I'm almost there.

No, you must listen to me.

I'm gonna bring him home, Peg.

Fennhoff has put this fantasy in your mind.

He's trying to get you to
deploy the gas over civilians.

Don't worry about that, Peg.

There are no civilians where I am.

Freeze!

Step away from him, or I will shoot!

I am unarmed, Agent Sousa.

Hands up! Now!

You will not shoot an unarmed man.

It is not in your nature.

Unlike Agent Thompson
here, you are virtuous man.

The war has damaged us all,
has it not, Agent Sousa?

We will never be the men we once were.

I'm not listening to you.

I have treated many injured
soldiers, Agent Sousa,

helped them to overcome their pain.

All you have to do is focus.

Focus on your pain.

Howard, can you hear me?
You must come back.

I know this sounds crazy,

but that... that guy, Fennhoff,

he actually helped me.

He... he showed me how to do this.

I'm bringing Cap back, Peg.

The men that you work with,

they see you as broken... half a man.

And Agent Carter... I
see how you look at her,

but she will never value you
for the man that you are.

How can she? She feels only pity.

But we can change all
that if you just focus.

Point your weapon at Agent Thompson...

And pull the trigger.

Sousa...

Look at me. Don't listen to him.

Excellent. Focus.

Shoot him.

No. You snap out of it!

Was he saying something?

You son of a bitch.

Howard, turn the plane around.

Come back, and we'll talk about it.

I can't do that.

Done talking.

N-no... wait.

Miss Carter?

Miss Carter, I have Mr.
Stark's plane in my sights.

We are one mile from land.

Miss Carter, should I take the shot?

Miss Carter!

Miss Carter! Can you hear me?!

Miss Carter!

Please! Answer me!

No, I need more time.

We don't have more time!

Do not take the shot until
I tell you, Mr. Jarvis!

Howard.

Howard, Steve is gone.
He died over a year ago.

There's something up ahead.

It's him!

I can fix this!

You don't have to fix anything.

Peg, all I've done my whole
life is create destruction.

Project rebirth was...

He was the one thing I've done...

That brought good into this world.

Howard...

I know you loved him.

I loved him, too.

But this won't bring him back.

Howard, you are the one person on this earth

who believes in me. I cannot lose you.

Steve is gone.

We have to move on... All of us.

As impossible as that may
sound, we have to let him go.

Peg?

He was good before I got ahold of him, huh?

Yes. Y-yes, he w... he was.

Where are you?

Evidently, flying a plane... to Manhattan.

I guess you can explain
that to me once I land.

Mr. Jarvis, he's
all right. Stand down.

Thank goodness.

Tell Mr. Stark to follow me back.

I'll bring him home.

You were gonna shoot me out of the sky?

Well, I thought that was
what you would have wanted.

No! No, it's not.

And for future reference,
under no circumstance

would I want anyone to
shoot or otherwise hurt me.

You got that?

Your point is amply made, sir.

Aw, you're all right, Jarvis.

As are you, sir.

I owe you another one, pal.

To be honest, I've stopped counting, Howard.

What are we gonna do about this guy?

I suggest we put him in the trunk

until we can find a permanent way

of preventing him from speaking.

What about Miss Underwood?

I'm afraid dottie escaped.

I'd wager we haven't seen the last of her.

Ida.

That's her name. I knew I'd remember.

Steel trap.

Good work, Carter.

Nice job.

Well...

- Good morning, Peggy.
- Mm-hmm.

You're here bright and early.

I assume that means you'll
be staying with the SSR.

Haven't decided, actually.

I just came to pick up my paycheck.

Well, we'll keep the desk
for you, just in case.

- Mm-hmm.
- She'll be back.

Which one of you fellas is Jack Thompson?

That's me.

Walt Cooper, United States Senate.

Walt.

I just wanted to come down here
and personally commend you

for the fine work you and your team did.

An attack on Times Square
could have been a calamity,

and what I hear is that you
saved thousands of lives.

The city and the country
owe you a great debt.

We need more men like Jack Thompson

fighting for freedom and security.

You're all lucky that you work for him.

I just did what needed to be done.

Yeah.

You play your cards right, son,

and you could get a congressional honor

out of this situation.

The president wants to thank you himself.

Maybe next time,
I'll vote from him.

- Come on into my office.
- Thank you.

How can you just sit there and take that?

Daniel.

I'm gonna tell that senator
what really happened.

Hell, I'll tell Truman himself.

It really doesn't bother me.

Well, it bothers the hell out of me.

I saved that jerk's life.

I don't need a congressional honor.

I don't need Agent Thompson's
approval or the president's.

I know my value.

Anyone else's opinion doesn't really matter.

Uh, hey, I was gonna... grab a drink.

Right at this moment?
It's 9:00 in the morning.

No, no. After I clock out.

- Oh.
- Want to join me?

Uh...

Maybe another time, all right?

I-I've got to meet a friend.

- Sure. Sure thing.
- Yeah.

Another time.

Oh, my God. You're kiddin' me.

I know what you're thinking,
Miss Martinelli, and, yes.

The drawing room has
recently been refurbished

in the neoclassical style.

On the small side, isn't it?

Well, it is one of Mr. Stark's
quainter residences, yes.

"Quaint."

You could fit the entire
apartment where I grew up

in this room.

Six bedrooms, eight bathrooms,

a rooftop terrace for Al Fresco dining,

and the library has a...

sufficient collection of first editions.

And you're saying we can stay here for free?

Since the unfortunate incidents

at both your home and place of work,

Mr. Stark has offered this residence

to you and Miss Carter for as
long as you might require it.

It's a bit far from the theater district.

I'll live with it.

You got a phone? I have to call my mother.

Naturally.

There's a telephone in every room.

Oh, my God! Are you kiddin' me?!

How refreshing

to meet someone who
appreciates the finer things.

I appreciate the finer things.

I just don't want to know what's happened

in and on the fine things.

I imagine you're looking forward
to some peace and quiet.

At the very least, having
both feet on the ground.

Yes, I've allowed several of my duties

to fall by the wayside of late.

My next project is... is quite engrossing...

A complete and total overhaul
of the kitchen spices.

Mm, fascinating!

But should you again find
yourself in need of my services,

I would be honored to assist you

at a moment's notice, Miss Carter.

Thank you, Mr. Jarvis.

Uh, w-where is Howard?
I haven't heard from him.

Presently attempting to negotiate

the return of his property from the SSR.

Well, let's hope next time
he builds a better vault.

Actually, he's decided
to destroy everything.

Really? Well, that surprises me.

He continues to believe

that no government... even our own...

can be trusted with those
particular inventions.

Especially... this.

Howard is giving me this?

He is under the impression

that the sample of Captain America's blood

was lost when he was under
Dr. Fennhoff's control.

So you are giving me this.

I owe Howard Stark a great deal,

but he does not own my integrity.

I am quite certain there is
only one person in the world

who knows what to do with this...

You, Miss Carter.

♪ someday, when I'm awfully low ♪

♪ When the world is cold ♪

♪ I will feel a glo
just thinking of you ♪

♪ And the way you look tonight ♪

♪ Oh, but you're lovely ♪

♪ With your smile so warm ♪

♪ And your cheeks so soft ♪

♪ There is nothing for me ♪

- ♪ But to love you ♪
- Bye, my darling.

♪ Just the way you look tonight ♪

What did you say?

I can't hear you. You're
gonna have to speak up.

Don't despair, friend.

The food here is actually quite good.

Hmm. A minor consolation, I know.

You had a vision, and
it didn't come to pass.

What is the point of anything now?

But given time and a bit of quiet,

new visions will arise.

I am familiar with your work

on matters of the mind, Herr Doktor.

It would give me great pleasure
to hear your thoughts on this.

Perhaps there is another
way for us to collaborate.

I know things seem bleak,

but you are, in fact, a fortunate man.

You're imprisoned, yes,
but it is an American prison.

And America... is the land of opportunity.

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