Original subtitles

Hydra Two to Hydra One. Approaching on your flank.

Roger, Hydra Two. First rendezvous complete.

Hell of a way to earn our keep, isn't it, Vaughn?

Babysitting a corpse.

Baron Wolfgang Von Strucker, last of the great global boogeymen.

"Ours not to reason why, ours but to do and die."

Hydra Two, this is Vaughn at Trinity Base. Defense grid disengaged.

Commence attack.

Hydra Three, rendezvous completed. On my lead.

Move it! Move it! Come on!

Let us rock and let us roll!

Nick, take care of her.

Isn't that sweet? His last words, "Nick."

Colonel Fury. Sir. S.H.I.E.L.D. Agent Alexander Goodwin Pierce.

I'm pleased to inform you

that your intelligence protocol has been reactivated.

They've asked you resume your post

as S.H.I.E.L.D.'s public director, effective immediately.

Well, unfortunately, Pierce, you're gonna have to tell S.H.I.E.L.D.

To shove it up their collective end zones.

They put me out to pasture five years ago.

Or didn't they brief you on that particular piece of intel?

Sir, sir, these orders come from the President himself.

The President? Yes, sir.

The answer's the same.

Now, why don't you take your blow-dryer and get the hell out of my afternoon sun.

Always a pleasure to see the old warhorse chewing out the troops.

So, they sent you, too.

Contessa. Contessa Valentina de Allegro Fontaine.

Quite a mouthful when you try and wrap your tongue around it.

Don't let the blue blood fool you, Pierce.

Val's an old hand at the sexpionage game, aren't you?

It's been a long time, Nick.

You don't look any worse for wear.

We need you back.

Maybe I've gotten used to the wilderness. And maybe you're full of it.

Hydra's back in the game, Nick. Oh, that's impossible!

Von Strucker's dead, I killed him myself. Yesterday, Hydra stormed Trinity Base.

They stole Von Strucker's body and they killed Clay in the process.

Damn. I'm sorry about Clay, Nick,

but it looks like Hydra's trying to send you a message.

Looks like I heard it.

I imagine this stirs up some pretty unpleasant memories for you, sir.

All I have to do is look in the mirror, Pierce.

I lost an eye to that madman.

You rot in hell, you bastard.

If I may say so, Colonel,

working alongside a legend such as yourself,

really promises to be quite a thrill.

How long have you been with the outfit? Actually this is my first field assignment.

Terrific! Nice to know they sent the best.

Well, I did graduate top of my class at the S.H.I.E.L.D. Kirby Academy.

I'm an accredited instructor

of advanced rappelling and single-line physical ascent.

I also have an alpha-class rating in explosives use and disposal.

How's your needlepoint? I beg your pardon, sir?

S.H.I.E.L.D. Base to Hunting Party.

How's your needlepoint?

I show you on approach at one-eight-three. Acknowledge.

Oh, relax, kid. I'm just blowing smoke up your hoo-ha.

This is Hunting Party approaching restricted fly zone

with quarry on board. Please advise. S.H.I.E.L.D. Base to Hunting Party.

We are disengaging radar shield.

Welcome to S.H.I.E.L.D.

The Supreme Headquarters International Espionage Law Enforcement Division.

Colonel, there's no smoking on board the heli-carrier.

New world health regulations. What?

Speak up, Pierce, my ears just popped. It must be the altitude.

All right.

Infrared retina scanners engaged for elevator number three.

Why aren't we moving?

New security system, sir. State of the art.

One hundred percent impregnable.

Great. Why aren't we moving?

Unregistered passenger. Searching personnel databank.

Computer index matched to Fury, Nicholas Joseph.

Security clearance alpha.

Please stand by for repeat retina matrix recognition.

System error.

Please expose both eyes to full room scan.

Update your files, moron, I only got one.

Unregistered individual. Going...

System disengage. ...security breach.

Fire detection alert. Proceed to the nearest fire exit.

Do not, repeat... Override. Override!

...do not use this elevator.

Master code 0094. Pierce...

Do not, repeat, do not use this elevator.

Fire detection alert.

Must have been stuck.

Proceed to the near...

Well, well, well, look what the cat dragged in.

Timothy Aloysius Dugan. Ain't you dead yet, you swine?

Nick Fury. So good to see you, man. Swine.

I wish it were under better circumstances.

I see you met Pierce. Yeah, thanks.

Kate. Meet our newest recruit, Kate Neville.

You're thinking of Clay Quartermain.

You're wishing you had a chance to say goodbye.

Kate's in charge of our new Parapsych Division.

What are you, a mind reader? We prefer the term ESPers.

I had my natural ability augmented with implants.

Neural implants. Come on.

You know what I'm thinking now, darling? I don't need ESP for that.

Been a few changes since you last called the shots around here.

Oh, hell. What rock did he crawl out from under?

Well, I was just getting to that.

You're looking at the new Director General of S.H.I.E.L.D.

Talk about falling upwards, huh?

So, we meet again, Fury. Well, I'm not surprised, Pincer.

Guys like you tend to cling to the bowl no matter how many times you flush.

Well, I see you haven't changed.

But let's get one thing straight here.

S.H.I.E.L.D. Was created to function as a permanent multinational strike force,

not as your own personal army. You understand?

Look, Nick, come on. Excuse us.

Better watch your step, Fury.

I had you pink-slipped before, and I can do it again.

The world's changed since you ran off to the wilds.

Your particular brand of vigilantism isn't going to cut it anymore.

With all due respect, Director, if the world had changed

you wouldn't need people like me, now, would you?

And put out that cigar!

Team Romeo to forward three-niner-seven.

Team Romeo report to three-niner-seven.

The prodigal son returns. Gabe.

How's my favorite mad scientist? Enduring, Nicholas, enduring.

So, where's my new toy?

This thing calibrated? Yes, it is, sir.

Look at this, Nick. Something to keep your Weatherby company.

It's a 200-ampere electric gun.

The hand grip is keyed to your thermal signature alone.

So, anybody tries to fire it, boom, they'll get it in the neck.

Don't leave home without it.

Come this way, Nicholas. I have something else I want to show you.

You need to sign these, Colonel. What are they?

Receipts for the new ordnance. W4 forms.

No, thanks. And a tax withholding statement.

You see, the Human Resources Department insists that you sign them.

Please. Things have changed, Nick.

Bean counters have taken over the world.

What is that?

That's our prototype LMD, Life Model Decoy.

Reducible in size for easy transport.

Not a bad looking guy, huh? Not a bad looking guy, huh?

The cerebral matrix has been programmed

with your memory engrams and reflex tapes.

In other words, it not only talks like you, it moves like you.

I don't know whether to congratulate you or drive a stake through its heart.

I don't know whether to congratulate you or drive a stake...

Turn it off, Gabe. Commander Dugan.

Ready for you on the bridge, sir. We're on our way.

Get yourself suited up.

Clay Quartermain was wearing contact lenses

fitted with high-res micro cameras during the assault.

The scrolls at the bottom of the screen are Clay's vital signs.

Are you sure you're up to this, Nick?

Nick, take care of her.

Isn't that sweet? His last words, "Nick."

I assume he meant his boyhood chum, Nick Fury.

And I further assume that you're watching this now, Colonel.

Well, rest assured, your friend's death is only the beginning. Revenge is mine.

Who the hell is that? Andrea Von Strucker.

You're telling me that monster had a daughter?

And a son. A brother, Werner.

They've taken up where their father left off, reuniting Hydra splinter groups,

making overtures to almost every terrorist organization in the world.

Trying to bring them all under one umbrella.

Excuse me, sir. What I don't quite understand is,

you know, apart from filial devotion,

why go to so much trouble to recover their father's corpse?

The Death's Head virus.

The what, sir?

The retrovirus was initially developed by the Nazi biochemist, Arnim Zola.

Der Totenkopf, literally the Death's Head,

because of the facial contortions suffered by its victims.

It was going to be Hitler's doomsday weapon.

Fortunately, the Allies stopped Hydra before they could unleash it.

Ten years ago, Von Strucker tried to raise the Fourth Reich

courtesy of der Totenkopf.

Clay and Nick trapped him in his lab,

and the mad Baron fell victim to his own weapon.

The Allies agreed that the virus should be totally destroyed,

eradicated from the face of the earth.

They couldn't make a vaccine? Not for the Death's Head.

Trust me, son. This is one very nasty germ.

Compared to it, the Ebola virus is like a mild case of the sniffles.

What's the problem, if it's been eradicated?

Remnants of the virus bonded with Strucker's DNA. It's in his cells.

Theoretically it could still be liberated.

Gabe, who would it take for Hydra to reproduce the virus?

It would take Dr. Arnim Zola.

He's still alive. Yeah.

He did 30 years in Spandau Prison, and when he got out he disappeared.

Until six weeks ago.

Interpol got a whisper on his location, passed it along to us.

So, it's safe to say every Hydra agent in the phone book is out looking for him.

We have him in a S.H.I.E.L.D. Safe house in Berlin.

Well, what the hell are we standing here for? Let's go.

Sleep, Father. Dream.

Your children will not fail you.

It's time, Andrea. The lieutenants are waiting for us.

Come.

Greetings.

Fr�ulein Von Strucker, are you aware of the time difference?

I was asleep. There had better be good reason for this.

In a few moments you can decide for yourself if the reason is good enough.

Look at you, my father's trusted lieutenants.

I am disgusted.

How dare you... Silence!

I see the remnants of what was once the world's greatest terrorist organization,

squabbling like animals for table scraps.

For too long, Hydra has been splintered and weak,

divided by our enemies and reduced to warring factions.

Tonight, that changes.

Very soon, Hydra will be in possession of the most dangerous weapon ever created.

The dream of a new order my father envisioned is within our grasp.

What is this?

Someone who dared to question my authority.

I am sure you all remember your fellow lieutenant from London.

Powerful, presumably invincible.

If there are any other concerns

regarding the direction of my leadership

by all means, do voice them now.

Then let this moment be a call to arms for each and every one of you.

We are the soldiers of anarchy.

And it is time that the world fear us once again.

Do you think they got the message? I think so, yeah.

They are happy when they have a strong leader.

Have you chosen the target yet for our first strike?

Yes. It's a small island off the coast of New York.

What island? Manhattan.

Tell me, Werner. Do you think the deaths of eight million Americans

will be enough to get the world's attention?

Where is she? She'll be here.

Five more minutes.

Why do we need her, anyway? Nick, Interpol helped us find Zola,

they would like to be there when Kate reads his mind, so just relax.

You know I never liked this city. Why?

We had some good times here. We?

You mean you had some good times here.

You and Clay.

You two were impossible to work with.

I felt like a complete outsider until...

"I died for beauty but was scarce adjusted in the tomb"

"When one who died for truth was lain to rest in the adjoining room"

Colonel Fury. Contessa.

Inspector Gail Runciter, Berlin Interpol.

Is something wrong?

"Beauty is truth and truth is beauty

"That's all ye on this earth know and all ye need to know"

Is that part of the recognition code? No, I just felt like saying it.

Who's your friend, here? A Hydra agent,

and not one of your admirers.

Perhaps we should move before one of his colleagues comes looking for him.

Let's go. Is your safe house nearby?

Yeah, follow us. Let's take the subway. Let's go.

There they are!

Go! Go!

Seatbelts fastened.

Tray tables in an upright position. Here we go!

Scare you? That was interesting.

I've never done that before.

Yeah, but just make sure you pick the right wall.

Let's go find the doctor.

Dr. Zola.

So, we meet again.

You are holding me illegally.

What do you know about the Death's Head virus?

Death's Head is the perfect weapon, you know.

When was Hydra last in contact with you?

How long would it take to reproduce the RNA sequence from Von Strucker's body?

Reproduction of the virus would take me mere hours.

When was Hydra last in contact with you?

That would be telling. Wouldn't it, Colonel?

Are you ready to scan him, Kate?

Warm hands, Fr�ulein.

Very nice.

What did you do to her?

Kate, are you all right? Get him out of here, now!

Don't worry, we'll get him out of here.

What happened, Kate? I have never seen anything so evil.

Were you able to pick up anything?

No, not really. Someone's already been inside his head.

They set a posthypnotic trap for me. Hydra's made contact. Damn it!

Can he do what he claims? Yes. Yes, he can.

All right, we need to get him out of here ASAP.

Hydra's going to make a run for Zola.

I want double-A security on this one. Yes, ma'am. Commander.

All right, Val. Take it. Okay.

Colonel. Bring the van around?

Yes, ma'am, we're ready to move.

Make sure there's a medical team standing by.

I wasn't sure before, now I am.

Not only is Hydra outside the safe house but they're inside as well.

Can we meet somewhere we won't be disturbed?

This is urgent, Colonel, it won't wait.

Get Dugan on the line. Yes, sir.

Right away, sir. I'm going upstairs. I'll be right back.

I'm over here, Colonel.

Inspector?

What's this all about?

This is about getting the two of us alone in a room together.

Is it true what women say about you?

Well, that depends on if you're talking of one of my ex-wives or my mother.

What's the matter, Colonel? Don't you find me attractive?

Look, there's a lot going on right now.

Why don't we just take a rain check on the heavy breathing, here?

You said the safe house is compromised. Who's the spy?

Me.

Twenty thousand volts, Fury.

Do I have your attention?

So much for the late great Colonel Nick Fury.

What have you done to me? You've been kissed

with the kiss of death.

You...

Pleasant dreams, Fury.

I told you revenge was mine. And now, Zola will be, too.

Commander, he's coming out of it.

Nick, you okay?

Nick, you had this in your hand when we found you.

What does it say? "It's all downhill after the first kiss.

"Love, Viper."

Nick, what happened? I got bit by a snake.

She took you out so Hydra could storm the safe house.

They got Zola, Nick. We led them right to him.

The attack at the art gallery was just stage dressing.

If this woman is in fact the real Viper,

then what happened to the real Inspector Runciter?

Hydra's been jerking our chain six ways to Sunday.

Subject, Fury, Nicholas.

The patient has not responded to nutritive and detox treatment...

I feel fine, Gabe.

Feel like a damn bratwurst.

You could get me out of here and get me some mustard.

Comprehensive scanning indicates

Fury has been poisoned with a synthesized alkaloid.

Prognosis, neuritis, anaphylactic shock, respiratory failure

and imminent...

Say it, Gabe.

Go on, say it.

Imminent death.

To conclude, the poison has been synthesized

to simulate the skin secretion of the Dendrobate genera.

What's that? Colombian tree frog.

The most deadly toxin in all of nature. There is no serum.

I'm sorry, Nick. Brilliant.

How long do I have before Kermit bites me the big one?

About 48 hours from the initial point of exposure.

Which means we've already wasted... Seven hours.

Gabe, how long before the first symptoms hit?

They've already started.

You're running a low-grade fever, it'll climb.

You'll start to feel a gradual loss of motor coordination.

Okay, okay, I get the picture. Get me out of this thing.

Nick, this is serious. Get me out of this thing!

You can't just brush this aside. I'm not.

There's nothing you can do?

There's one possibility, but it's such a long shot...

I built my reputation on long shots. Are you sure this woman kissed you?

Yeah, she kissed me.

If the poison was passed from her lips, then she has to be immune to it.

The toxin must have been engineered from her specific genetic template.

What's that mean?

If we could get a sample of her blood, we might, might,

be able to synthesize an antiserum.

Consider it done. No way, Nicholas.

I'm confining you to the infirmary.

Physical exertion will only accelerate the effects of...

Gabe, I do not intend to spend the last few hours of my life on this planet

in the heli-carrier sickbay.

I'll get that vampire's blood if I have to suck it from her neck.

I'm sorry about what happened between us, Nick.

Don't you think it's a little early to be handing out the olive branch?

Damn it, Nick. Don't you see I'm trying to call a truce here?

Val...

Whatever we had between us is ancient history.

I've put it behind me. You should, too.

Why don't I believe you?

'Cause you know me.

Nick, what do you want me to say? That it happened too fast between us?

That Clay got in the way?

I got scared, I walked. Yeah, into someone else's bed.

Well, I learned that move from you.

All right, listen, as much as I'd like to sit here and lick old wounds,

we got a job to do, okay?

I want all dedicated persons on the bridge ASAP for a full intel breakdown.

You think you can handle that?

Oh, I'll manage, Colonel. Good.

You know something, Nick?

I was such a fool to think the years would have made a difference.

Pincer was right, you haven't changed.

You're the same jerk I walked out on five years ago.

Where's Fury?

Right behind me, sir. You're serious?

He's been back on the job less than 48 hours and he's already lost Zola?

Well, that's the least of his problems.

I don't recall asking for your opinion, Lieutenant.

Fury. That true? You managed to screw things up again?

Get away! Don't touch him!

I'm addressing S.H.I.E.L.D. Director, Jack Pincer. Listen carefully.

Death's Head virus has been set to explode somewhere in Manhattan.

You have until 6:00 p.m. Greenwich Mean Time tomorrow

to assemble one billion US dollars.

You'll be told where and when to deliver it.

Any attempt to evacuate Manhattan

will result in the immediate release of the virus.

Be in no doubt as to the seriousness of your situation.

We will demonstrate the effectiveness of our virus within hours.

Rest assured, against a force such as ours, there is no protection.

Against Hydra, there is no shield.

Watch it! Watch it! Back off! Back off!

Put that fire out!

I want a code three alert.

I want an emergency planning session in the war room, 1400 hours!

And I want to know how that thing got in here.

By the way, Fury...

How did you know which one of me to shoot?

I didn't.

High alert! All across here, tape it off!

Hydra's really done it this time, Nick. This is big.

I should've known not to get back involved with you again, Timothy.

Pincer's scheduled a teleconference with the President.

Good. We can use all the big guns we can get.

I think we now know what Viper meant by a demonstration.

The real Inspector Runciter, she's been dropped off at a Berlin hospital.

She's been infected with the Death's Head virus.

They're bringing her on board now.

Let's go! Coming through here!

Clear the corridor. Coming through. Security, can you give us a pass, please?

Coming through here.

Keep back, crew! Over to the side, please.

Coming through.

Let's go. Clear the corridor! Stay back.

If Nick holds up...

Colonel, we got the President on screen one.

Heads up, people. Showtime.

Good to have you back, Colonel. Good to be here, sir.

Is this a viable threat? Yes, sir.

We wouldn't be in this situation if we hadn't dropped the ball in Berlin.

Mr. President, Gabe Jones, Deputy Director.

I'd like to clarify something, sir, before we proceed any further.

It is crucial that the public does not get any word of this.

You'll have to avoid any media leaks. Understood.

Now, having said that, what do you people intend to do about this?

Sir, we're concentrating all of our efforts on finding Viper's base of operations.

Good, let's find it and then bomb it.

The only thing these terrorists respond to is force.

Bad idea. They'd see us coming.

Then what do you suggest? I suggest we split our focus.

The main group tries to locate the warheads.

How do you propose to do that? Well, sir, they won't be coming by air.

All we'd have to do is throw a no-fly zone over the city.

Logic suggests they'll be using a ground-based delivery system.

Let's say a bus or a semi.

This vehicle would have to be retrofitted with extensive electronics.

Apparently, the virus also requires a very precise storage environment.

Between minus 10 and 15 degrees Celsius, in its inert state.

Which means we're looking for a rig with a refrigeration system.

And what if your people aren't able to track down these missiles? What, then?

If we can locate Viper's base of operations and try an insertion strike,

Viper will cover all the contingencies.

She should have the disarmament code on her.

God help us if you're wrong, Colonel.

Please keep me informed. Our prayers are with you.

From this moment on, I want to know about every idea that you guys entertain,

from the moment it pops into your head!

Am I understood? Yes, sir.

Sir. Yeah.

I had the lab run that tape through Voice Stress Analyzer.

Viper's psych profile suggests

that she'll release the virus even if her demands are met.

I'm aware of that.

I'll be damned if I give the President something else to chew on.

You all right, Colonel?

Between you and me and that ESP chip in your head,

I'm beginning to feel the effects of Viper's cocktail.

She still cares about you, sir.

You don't have to be an ESP agent to see that.

Yeah, well, I got eight million other lives to worry about right now.

Running a little low on Hallmark moments.

And I know a lie when I hear it, too.

What you got caged up there? The robot that self-destructed.

See, I scraped up what was left and this is the remains of the motherboard.

You see the charming thing about the electronics industry

is the remarkably tidy records that they keep.

Now, this motherboard was inside a laptop which was sold in Unimak.

Unimak? Where's that?

It's one of the Aleutian Islands. Right here.

Now, another thing jumped out.

Now the Viper gave the deadline as 6:00 p.m. Greenwich Mean Time.

And why? Why did she do that?

I mean, she could just as easily have said noon New York Time.

That points to the fact that her headquarters are not on the East Coast.

It's not much to go on. But it's all we got.

All right, listen up, two teams. Val, you got the important job.

The Manhattan sweep. You find the virus bomb.

Got it, Nick. Good.

Timothy, you run the show from here. Got it.

Great. Pierce, you, Kate, with me.

I want a transporter here in 10 minutes ready to rock and roll, extra fuel pods

and pack the LMD. Get it?

Got it. Good!

Nicholas, the Aleutians cover a huge area.

Let's narrow it down before you go.

There's no time for that, Gabe. Now, listen to me.

Sooner or later, Viper's gonna have to communicate with somebody in New York.

Probably her idiot brother, right?

Scale all the wave bands for her voice. Once you get a mesh, triangulate.

With any luck I'll be within minutes of her royal nastiness.

I'm gonna have to veto that.

You're in no condition to lead a field operation.

I'm the best man for the job, and you know it, Pincer.

You try it, and I'll have you thrown in the brig.

I won't have you jeopardizing this mission for some personal vendetta.

Nicholas. I don't know how to say this, but maybe he is right.

Yours is not the only life at stake here.

Are you really up to leading a field operation?

Of course not, Gabe. But who the hell else is going to do it? The LMD?

Wild Wing 4, show me 30 miles out on the scope.

Stealth distorters engaged, sir.

We should be completely masked now. Copy, anything from our birds?

They're doing long range 30-and-excess sweeps, but nothing yet.

All right, let's take this bird a little lower, just in case.

Damn it, Fury, what do you think you're doing?

You're endangering the mission.

Now, you turn that ship around right now, or you'll be...

You're talking to a dead man, Pincer. I got nothing to lose.

Maybe not. But your team members do.

Now, I am addressing agents Pierce and Neville.

I am ordering you to return to base. I'll have you both up on charges.

How about it people? Any takers?

I'm terribly sorry, Colonel, but...

I seem to be having a spot of bother with my headphones. What was that?

I'm sorry sir, you're breaking up.

No takers, Pincer. Catch you on the rebound.

Don't you dare cut me off, you comic book coward.

I appreciate the vote of confidence, people.

Expect a little something extra in your Christmas stockings this year.

If we live till Christmas, that is.

Tim, we need another lead down here.

I might have something here, hang on.

Give us the coordinates, Tim.

All right hang on, Val, we're still homing in on it.

Okay, got it.

8.4B, 6D, it's in the alley.

Alpha Team, this is Chief Surgeon.

The truck appears to have two operatives in the rear.

Move in. Carefully.

Wait, wait.

Go.

What is it? What's happening?

It's a decoy, the real virus truck's still out there somewhere.

You all right, sir? Fine.

Pierce, anything yet? No, nothing yet, sir.

You know, since I've blown my career, now, by supporting you, Colonel,

maybe you'd satisfy my curiosity. Why did you leave S.H.I.E.L.D.?

I didn't.

When the Iron Curtain was sent to the cleaners, I was suddenly out of style.

Not diplomatic enough.

It was time for me to move on.

Because they changed the rules?

For me, Kate, there never were any rules.

Big Nest to Bad Bird. Copy, Big Nest.

We just intercepted a burst transmission. We got a voice print match for Viper.

Triangulated your target zone, and you're almost right over it.

Bingo.

Sir, we're right over something. I have a proximity alert.

We have two surface-to-air missiles being launched.

So much for stealth distorters.

How close? Close. Impact, 20 seconds.

All right, let's move or we're gonna have two heat seekers up our exhausts.

Hang on, people.

It's no use, Colonel, they're closing.

Can we bail out? It's 15 seconds. Bail out, sir?

Bail out, grab your gear. Grab your gear.

We lost all contact with them, Gabe. Micro band and UHF.

They were blown out of the sky.

Well, I'm not surprised, I knew Fury would screw up.

There could be another reason, Timothy.

A transmission glitch, a sudden static charge.

Maybe, but let's be realistic.

We can't count on Fury knocking out Hydra's HQ.

What are you going to tell Val?

Nothing yet, not till I have to.

Head Nurse to Chief Surgeon.

Yeah, talk to me Val.

Checked out all possibilities,

it's all negative. We're running out of time, here.

Copy, scanning a wider area now, stand by.

Okay, Val, we've got one last possible on the screen now,

but it's moving away from Manhattan.

Give us the coordinates, Tim. We got to do something.

All right, 6A and 14C.

Call me as soon as you get a visual.

Got it? Yeah, got it.

Disengage gear.

Arm yourselves, check your weapons.

All right, let's go kick some Hydra butt.

Chief Surgeon to Head Nurse, have you located the suspect vehicle yet?

Yes sir, I have it in sight now.

It's still moving away from New York.

Its thermal's showing a refrigerated area in the rear.

And five passengers.

Are you sure this is it? It looks like a garbage truck.

We will be there shortly.

As soon as we are set up, I will call the island

and let them know we are operational.

Ja, and ask them if the money has been paid.

And when our escape helicopter will be here.

Well, this is stupid, they're going around in circles.

Right, take these people out. Sir,

I happen to know that area very well

and the prevailing winds at this time of the year.

That bomb goes off, the Death Head virus will cover Jersey, Pennsylvania

and most of Ohio in 10 hours.

Now, you want to explain to the governors of those states

why you just wiped out 40 million people?

I didn't think so. So, sir, if you'd be kind enough to shut up, I'll get back to work.

Kate, Kate.

Lasers.

Allow me.

A blow to the brachial plexi should suffice.

I was top of my class in advanced silent killing.

I can do this in my sleep.

Damn it.

Bloody hell.

Sorry.

If you weren't such an idiot, I would suspect you for treason.

Wait a minute.

I feel it, too.

Something's not right. What do you mean?

It's all been too easy. Let's go.

Let's go. Move along. Come on.

You liked my kissing so much that you're back for more?

I'm amazed you've lasted this long.

Tell me something. Even if you get the money

you're still going to release the virus, aren't you?

Of course I am.

What better way to convey my father's message?

And you're willing to sacrifice your brother to do it?

Werner? Please. Werner was always expendable.

His life is a small price to pay for the coming revolution.

And what revolution might that be?

Oh, Colonel! The world is on the verge of a great change.

The once-great global powers are scurrying about like feeble old men,

praying for deliverance that will not come.

I danced on your poisonous father's grave.

I'll dance on your grave too, sweetness.

Tell me, how is Hydra's dental plan?

Kill him. No.

Fury is already dead.

And there will be plenty of time for fun and games.

Later.

You can have the woman.

And I'll have that pretty one there.

Search them thoroughly.

Get up.

Hands behind your back.

Turn.

They're clean.

Really.

The eye patch. You really are suspicious, aren't you?

You know, it's not a very attractive trait.

No wonder people don't like you.

An electronic lock pick.

Oh, there it is. I thought I left it in my other patch.

You bore me, Fury.

Take them, lock them up.

Turn around. Move it.

Are all systems checked, are we fully operational?

Ja. Good.

I will give you the signal when the time comes.

And it will come soon.

I think it's arrived, Dugan.

Go, go, go.

Maybe you should rest, sir. Conserve your energy.

Viper screwed up putting me in here.

Probably had a fever of 103, I'm normal now.

Colonel, I...

I wish to apologize for my conduct earlier.

I really behaved foolishly.

In the unlikely event that we actually survive this mission,

I shall resign.

Enough of the martyr routine, Pierce.

You're a bit on the retentive side but you've got the makings of a good agent.

I got them, Val. Journey's end. Looks like an abandoned shipyard.

Well, the good news is there's only one exit.

And the bad news? If, as I suspect,

the virus is loaded into a short range missile in the back of this truck...

They couldn't miss Manhattan if they tried.

Check one.

Sir.

Well.

Thirty minutes to the deadline.

Thirty minutes.

We got to go.

Chief Surgeon to Head Nurse. We got to go. Start preparing your stations.

Weren't we coordinating our incision with the other surgical team,

shouldn't we wait?

Val, we've lost contact with the other team.

Their transporter may have been brought down.

We can't count on them.

We're doing everything we can to find him, Val.

Just because Nick's out of touch, doesn't mean he's out of the game, Timothy.

The patient needs surgery ASAP.

So let's start prepping for OR. Now, please.

The subject is still setting up. Let's wait. Just a few minutes more.

What's happening? You know the saying,

"If thine eye offend thee, pluck it out"?

This one's been annoying me lately.

Relax, its only plastic.

With a little Cracker Jack surprise inside.

What exactly is it? Cyclonite.

With a stun flash directional charge.

Take cover.

I just spoke with the President. He wants a progress report.

What should I tell him?

We've located their communications channel.

We've isolated their launch position.

Tell him to start praying.

Halt!

Come on! Yes.

Val, 20 minutes. We can't wait any longer.

We've had no word from Beta Team. We have to go.

I'm commencing jamming of the communication systems in 90 seconds.

Val, are you reading me?

Val, come in, please.

I'm reading you.

Do you have to?

Garotte!

Freeze! Don't move, don't move, don't move!

Don't move, don't move, don't move!

Down, down, stay down!

Freeze.

You wouldn't dare shoot.

You'll put the whole city at risk. Only if I miss, laughing boy.

Head Nurse to Surgeon. Operation over.

Patient sedated.

Sir, you're burning up. Never mind me.

It's 20 minutes to Viper's deadline, go on, get out of here.

We can't leave you. Viper's poison must be getting to me.

That's an order. Go on. No, Colonel.

We all knew the score

when we signed up for this field trip. That is an order, go.

Come on, you heard the colonel, let's go. Come on.

The trigger signal comes in by modem, see.

His sister calls in the five-digit number sequence by satellite phone,

completely independent.

So what are the digits? The digits are in code.

The assumption is, only Viper knows what the numbers are.

So let's pull the plug. No modem, no signal, right?

No, don't, it may be rigged.

Are you getting this, Tim?

Loud and clear, Val, we're online.

Feel free to contribute any suggestions.

Something, anything.

The abort code. Your guess is as good as mine, my love.

Look, don't touch anything. We're working on it up here.

Any word from Nick? No, not a word.

We've kept all the channels open, but all the frequencies are dead.

Well, then, so are we.

Along with the entire population of greater New York.

Fury's regalia will make a handsome addition to the trophy case.

You're getting sentimental in your old age, Zola.

Any moment we should be hearing from Manhattan.

Your brother. What will become of him?

Werner believes a helicopter waits to spirit him away to safety,

just as he believes that the decision to detonate the warheads was his.

You are every bit as ruthless as your father.

I'd like to think so.

I only wish he could be here to share in our victory.

Mistake.

You underestimated an old man.

I wouldn't do that, doc.

Those things have a way of backfiring.

How stupid do you think I am?

What was the question?

Detonation in 10 minutes.

Look, Fury, you're too late.

Which way?

Let me concentrate a minute.

Can I help? What can I do?

Follow me. There they are.

Something tells me it's this way.

Revenge is mine.

How much ammunition have we got left? Just a couple of rounds.

I can't hear you, Colonel Fury. What, no witty ripostes?

No clever comebacks? I said, "Revenge is mine."

Don't you have anything to say?

I always heard living well is the best revenge.

But I just killed you.

No, you just killed my life model decoy.

Useful little toy, isn't it?

Thank goodness I've been trained in hand-to-hand combat.

Yes, that's very comforting.

Close, close. Damn it.

Haven't lost my touch.

That's an LMD, folks. He's just taking a short siesta.

Pierce, arm your control panel. I want to call New York.

Colonel, the equipment's over here.

We're outnumbered, Colonel. Don't worry about it, kid.

You know, he's a bit uglier than I remember.

Your frozen Pop-sicle. Get it, Andrea? Pop-sicle.

You know, that's the problem with the Third Reich.

No sense of humor.

Detonation in five minutes.

This is Hydra headquarters

calling S.H.I.E.L.D. In Nueva York. Is anyone listening?

Nick. Thank God, I thought you were dead.

I was, but now I'm better.

Quiet, quiet, Nick Fury, you swine, I knew it.

Listen, they've activated the countdown. I'm aware of that, Tim.

Look, there's only one way to stop it. You must get us the abort code.

Pierce here, Commander.

Working on it.

You heard the man. Sorry, what was the question?

My poison must have reached your brain if you think I'm going to give it to you.

Kate.

Kate. The numbers.

Now, you listen to me. Now, you dig deep. You can do it, you can do it.

Detonation in two minutes. You're our only chance.

The numbers, I need the numbers. Now, you dig deep.

3. All right, Kate, you can do this.

You can do this.

And a 7, 9, 0. Detonation in one minute.

Now, you dig deep, you can do this, you can do this.

You can do this.

Oh, it's a 6. 6.

3, 7, 9, 0, 6.

You got that, Val? 3, 7, 9, 0, 6. Got it.

No, no, wait, wait.

The last number is wrong, it's a 9, not a 6.

We're not going to get another chance, are you sure?

I think so. You think so?

What's it going to be Nick? 9 or 6? It's your choice.

9, 9.

No, 6, 6, 6!

The situation's contained, Nick.

We're okay.

I always knew we would be.

Like hell, you did.

Score one for the free world.

All right.

Let's get the old man off ice and get the hell out of here.

Sir...

Like I said before, kid, don't worry about it.

He's right to worry, Fury.

You got lucky with the numbers game, but your luck's about to run out.

In ten seconds they'll be coming through the door with a hundred men.

You haven't got a chance.

Really?

Get up. Come on.

Chamber three.

Buddy, I know you're hurting.

How are those spasms, are they still getting worse?

Yeah, they are.

Listen, once I get this medicine in me, how long before it works?

I am going to run a computer program on her template.

Then as soon as we have the data together...

I will see you in hell for this.

We'll do lunch.

Quite a woman, Nicholas.

That's too high maintenance for me.

What the hell is that?

Colonel Fury, sir. There's another countdown.

Val, it's Nick, do you read me?

Come on, come on.

What the hell's going on?

Come on.

She's halfway to China by now.

Okay.

That should do it, Nicholas.

It'll only take a few moments for your body to start metabolizing the antiserum.

Thanks, Gabe.

You were damn close that time. Yeah. Close only counts in horseshoes.

Just keeping you on your toes, pal, just keeping you on your toes.

You might have some residual discomfort, Nicholas.

A few days of diminished motor coordination.

Fury.

Pincer.

What, you've come to wish me well? Hardly.

If you think I've forgotten your breach of protocol, you're mistaken.

I'm putting in a request for a full disciplinary tribunal.

Well, imagine that. What are the charges?

For starters, insubordination. Incitement to mutiny.

Unauthorized use of a military vehicle.

You forgot one.

Attempted grievous bodily harm.

How was that for diminished motor coordination?

Oh, boy. Sir.

Mr. Director, sir. Mr. Pincer.

Let me see that.

Peaceful, isn't it?

Mmm.

What's on your mind, Nick?

Hydra.

S.H.I.E.L.D.

Sometimes I think we're the only thing that keeps each other in business.

You know Val, there's something I want to get straight between us.

I'm not stopping you.

What I'm trying to say is that...

Maybe I lost more than my job when I parted ways with S.H.I.E.L.D.

And maybe it took a dose of dying for me to realize it.

Well, that sounds an awful lot like an apology to me.

Yeah.

Well, I wouldn't go that far.

Well, maybe I enjoy watching you squirm.

Saints preserve us, you two are getting me all weepy-eyed.

How long have you been eavesdropping, you old swine?

Long enough.

We did good, Nick. It's gonna take Hydra years to regroup.

Doesn't mean I'm gonna sleep any better at night.

Viper's still out there

and we haven't recovered Von Strucker's body.

You still think he poses a threat to us?

Let's just say I get the feeling this particular war isn't over yet.

And it never will be. If it's not Hydra, it's gonna be somebody else.

There's a whole nest of Vipers out there.

Oh, yeah.

Got you something.

Call it a belated homecoming gift.

Cuban, my favorite.

You're trying to get me court-martialed. Didn't see a thing, sir.

You know, there's hope for you yet, Pierce.

What, you're not going to smoke it?

Yeah, I've been thinking about quitting lately.

An army of sociopaths out there, who'd love to see me cash in my chips.

Why should I help them along?

Big words for a one-eyed man.

I thought I'd lost you, Father.

I have walked through the fires of hell,

looked into the face of the beast,

and I have returned.

Let the world tremble this night.

Our work has just begun.