Peggy Carter

Dr. **Margaret Elizabeth "Peggy" Carter**, P.H.D was one of the most prominent agents of the Strategic Scientific Reserve during and after World War II and one of the founders of S.H.I.E.L.D.. Originally a code-breaker working at Bletchley Park, she joined the Special Operations Executive following her brother's death. Carter later joined the SSR, formed to fight HYDRA. On the mission in Germany she saved Abraham Erskine from Johann Schmidt. The success of her mission enabled the SSR to start Project Rebirth and develop their Super Soldier Serum to make the army of Super Soldiers. During the project she had befriended Steve Rogers, one of the project's candidates.

In 1943, after the abrupt end of Project Rebirth and Rogers' transformation into the only Super Soldier, Carter assisted him in becoming the world's first superhero, and eventually fell in love with him. After Rogers' disappearance in 1945, she continued the SSR's fight against HYDRA, capturing the last high-ranking HYDRA officer Werner Reinhardt, and continuing her service in the SSR once the War ended.

As an agent of the SSR, Carter helped former colleague Howard Stark clear his name when he was accused of being a traitor, and later traveled to Los Angeles where she clashed with Whitney Frost over the extra-dimensional Zero Matter. She helped Stark found the new peacekeeping organization, the Strategic Homeland Intervention, Enforcement and Logistics Division, better known by its acronym S.H.I.E.L.D. She eventually married a former Allied soldier and became a mother of two children, though she would continue her service in S.H.I.E.L.D. during the turbulent years of the Cold War. Eventually Carter retired and saw her niece Sharon Carter follow in her footsteps. During her retirement, Carter learned that Rogers had survived all these years, but by this time she had been diagnosed with Alzheimer's disease and struggled to take in the news. She died peacefully in her sleep in 2016.

## Biography

### Early Life

#### Childhood with Michael

> "*Margaret Elizabeth Carter! You'll be the death of me, Peggy Carter! Oh, where is my blasted handkerchief? Go on, have a laugh, but one of these days you're going to have to start behaving like a lady.*"
> ― Amanda Carter to Peggy Carter
>
>

Margaret "Peggy" Carter was born to Harrison and Amanda Carter on Wednesday, April 9, 1921, in Hampstead, England. She received her education from St Martin High School for Girls and at some point gained a PHD from Trinity College, Cambridge.

Throughout her childhood, Carter almost always held a sense of adventure. She was particularly close to her older brother, Michael, whom she admired. Her mother often found Peggy's sense of adventure frightening and advised her to act more like a traditional lady. Once, Carter was reprimanded by her school's headmaster for breaking into his home and attempting to steal his wife's underwear and his most expensive bottle of brandy. The incident made Carter a hero to her fellow students.

### World War II

#### The Codebreaker

> "*Field work? But they don't send women into the field."
> "Resistance networks all over Europe need people who won't draw attention walking down the street. They need women and they're recruiting you.*"
> ― Peggy Carter and Edwards
>
>

By 1939, Carter was a member of the British Royal Military, engaging in more simplistic office work that was expected of women of that time. By 1940 she was working as a codebreaker in Bletchley Park. During this time, Carter became engaged to Fred Wells, a man who worked in her department. Her priorities were called into question when Mr. Edwards informed her that she had been recommended for the Special Operations Executive. Believing that a woman should not fight, Carter turned down the offer.

Carter introduced her fiancé to her brother |Michael at their engagement party. To her disappointment, she discovered that Michael believed Wells was not good enough for her and that his sister had the potential for greater things. He revealed that he was the one who had recommended Peggy to be a field agent. The pair discussed if this wedding was truly what she wanted, with Michael telling her that as it was not yet her wedding day, she still had time to change her mind. In spite of his assurances that she was meant to be a fighter, Peggy refused to listen and stormed away.

Carter continued to focus on her upcoming wedding, having her mother help her try on her wedding dress. The preparations were tragically cut short when the family were informed that Michael had been killed fighting in World War II. His death greatly saddened Carter, who realized she had lost the only person who truly understood who she was. The loss prompted her to reverse her earlier decision and pursue the field agent position, but as a result, the marriage was called off. Carter eventually joined the British counter-intelligence and security agency MI5.

#### Joining the Strategic Scientific Reserve

> "*I’m Agent Carter. I supervise all operations of this division."
> "What's with the accent, Queen Victoria? Thought I was signing up for the U.S. Army"*
>
>
> *"*
>
>
>
> ― Peggy Carter and Gilmore Hodge
>
>

As an MI5 operative, Carter was loaned out to the Strategic Scientific Reserve where she became an advisor. In November 1940, she infiltrated Castle Kaufmann, the headquarters of the Schutzstaffel general Johann Schmidt who also was a leader of HYDRA. Disguised as the maid, she freed the captured scientist Abraham Erskine, the creator of the Super Soldier Serum, and escaped the castle. Soon, Carter was assigned as a liaison from the British government under Chester Phillips's orders to help the Americans combat the Nazis. In the winter of 1942, Carter spent time in the sewers of New York City. Carter also spent time in the Soviet Union, learning local dialect which kept her from freezing to death.

#### Training Rebirth Candidates

> "*Faster, ladies! Come on! My grandmother has more life in her, God rest her soul. Move it!*"
> ― Peggy Carter in Captain America: The First Avenger
>
>

In June 1943, Carter was assigned to Chester Phillips' training base Camp Lehigh where she met the candidates for Project Rebirth. Carter called for the recruits for attention and introduced herself as the new supervisor from this particular division. When Gilmore Hodge mocked her English accent, Carter listened to his questions of joining the United States Army.

Carter then asked Hodge's name and told him to step forward for their confrontation. As Carter told Hodge to put his right feet forward, she was hit on by Hodge, being as a person who would like some moves he'll know she'll like. Being offended by his professionalism, Carter promptly punched him across the jaw, much to Colonel Chester Phillips' approval. Once Phillips arrived and gave a speech to the cadets, taking an instant dislike for Steve Rogers as he believed that soldiers should be better in their operations.

As Rogers trained hard in his attempts to prove himself to be a worthy soldier with the United States Army, but struggled on much of the physical training, managing to get tangled with barbed wire fell that Private Hodge had dropped on Rogers which he would be forced to crawl through all of the mud. Sergeant Michael Duffy noticed this predicament which had garnered Carter's attention on the soldiers training.

While Carter kept overseeing potential candidates' training for Project Rebirth, she continued to watch out for the division on their running exercise. While out on their run under the orders of Sergeant Michael Duffy, Rogers and the other cadets were offered a ride home if they successfully took down a flag from the top of a pole, Carter watched on until Rogers had took down the pole and captured the flag, much to her smile for his thought.

As Carter was impressed by Rogers' approached to the situation with more thought and, rather than attempting to climb up the flagpole, she smiled on the prospect of Rogers giving the flag to Duffy and climbed on to the Jeep. With that, and Rogers being the first cadet in the camp's history to successfully take the flag, Carter looked back at him as an assertion of his cleverness and took him back into Camp Leigh, much to the other privates who were annoyed.

In a push up exercise with the whole division, Carter supervised them into shape, telling them to move faster and how her grandmother had more life in her before passing. While Carter ordered the soldiers to do jumping jacks, she was interrupted by Phillips' grenade, not knowing it was a dud and attempted to do something about it. Much to Phillips surprise, Rogers jumped over the grenade in order to protect his fellow soldiers from the blast and told everyone to get back.

Looking at Rogers' attempt to protect others from the explosive, Carter was surprised by the grenade to be fake, leading to her smiling at Rogers for act of bravery he committed. Once Rogers realized it was a fake grenade and hadn't exploded, he then asked Carter if it was test. While from an observant feet away, Phillips had finally relented to Abraham Erskine, much to his annoyance and Erskine's satisfaction.

#### Project Rebirth

> "*You have no idea how to talk to a woman, do you?"
> "I think this is the longest conversation I've had with one. Women aren't exactly lining up to dance with a guy they might step on.*"
> ― Peggy Carter and Steve Rogers
>
>

When Steve Rogers was selected as the candidate, Carter and him were driven together, as he pointed out many of the locations in New York City where he had been beaten up. As Rogers and Carter talked about being picked on and ignored for something they could not change, Carter was charmed by his determination and humility, and his desire to one day dance with "the right partner."

Once they arrived at the Facility under the antique shop, Carter escorted Rogers where the Strategic Scientific Reserve where awaiting their arrival in order to begin the procedure as was planned. Carter met an elderly woman who was standing behind the shop desk, giving her their secret code which granted them access into the secret facility, which was being hidden behind a large bookcase to avoid suspicion from members of the general public.

As soon as they stepped inside the main room, Carter observed all of the scientists turning and looking at Rogers, awaiting the beginning of the experiment, before Doctor Abraham Erskine greeted Rogers. While Rogers was instructed to remove his shirt, shoes and hat ready for them to begin their experiment, Howard Stark prepped the machinery for the experiment to work, as Carter looked back on Rogers for his well being.

Once Rogers was strapped into the Vita-Ray Chamber, Erskine gave a short speech to Phillips and all the other people watching about exactly how Project Rebirth would work and what their procedure entailed, promising this would be the first step towards bring them to peace during World War II. Carter observed Rogers being injected with to the Super Soldier Serum treatment with group of people in a room.

Erskine then ordered Stark to activate the machine which lifted Rogers before dosing him with Vita Radiation. Carter witnessed how Rogers was injected with the Super Soldier Serum at Project Rebirth. During the procedure, Rogers began to scream in pain; Carter ordered Abraham Erskine and Howard Stark to stop the procedure, but Rogers insisted he could finish the procedure. Eventually, the experiment was complete and Rogers finally emerged from their experiment with a greatly enhanced physique.

Rogers was successfully transformed, growing over a foot in height and gaining incredible muscle mass. Carter was the first to greet Rogers as he stepped out of the Vita-Ray Chamber, asking how he felt, to which the awestruck Rogers could only comment that he felt taller. While Carter gave Rogers a t-shirt to cover himself up, all the other scientists and generals then came down to congratulate the team.

#### Assassination of Abraham Erskine

> "*Any hope of reproducing a program is locked in your genetic code. But without Dr. Erskine, it could take years."
> "He deserved more than this."
> "If it could only work once, he'd be proud it was you.*"
> ― Peggy Carter and Steve Rogers
>
>

As the celebrations continued, one of the guests, Heinz Kruger, detonated a bomb, destroying much of the lab. Kruger then shot and killed Abraham Erskine before making his escape. Furious at the thief, Carter began to fire with gun was able to shoot him in the arm.

Carter followed the assassin into the streets of Brooklyn and fired several rounds into the car Kruger was using to escape. Carter managed to shoot the driver, but Kruger turned the car around and drove straight at her. Carter was saved by Steve Rogers, who pushed her out the way, although Carter insisted she could have stopped him. Rogers gave chase and successfully caught the assassin, but was unable to stop Kruger from killing himself.

#### Further Testing

> "*Any hope of reproducing a program is locked in your genetic code. But without Dr. Erskine, it could take years."
> "He deserved more than this."
> "If it could only work once, he'd be proud it was you.*"
> ― Peggy Carter and Captain America
>
>

With Dr. Abraham Erskine now deceased, any hope of reproducing the Super Soldier Serum was seemingly lost. With blood samples being taken from Steve Rogers in hopes to replicate the formula, Carter told him that any sample could be lost and would take years to replicate. As Rogers told her that Eskine deserved better, Carter noted that he'll be proud that his work lied upon him.

Finding Howard Stark still working on the Fieser Dorsch, Carter explained that HYDRA was the Nazi deep science division that was led by Johann Schmidt. As Colonel Chester Phillips had noted that HYDRA has bigger ambitions and that the Strategic Scientific Reserve had been retasked, Carter tried to ask what Phillips was doing but he declined her assists and told her to pack her bag to fly over to London as well as Rogers. Carter then listened on as Rogers tried to convince Phillips to allow him to serve, but Phillips refused. Carter then witnessed Senator Brandt offering Rogers a chance to serve his country.

#### Reunion with Captain America

> "*These are your only two options? A lab rat or a dancing monkey? You were meant for more than this, you know. What?"
> "You know for the longest time I dreamed about coming overseas and be on the front lines. Serving my country. I finally get everything I wanted... and I'm wearing tights.*"
> ― Captain America and Peggy Carter
>
>

Chester Phillips was given a new assignment to take the Strategic Scientific Reserve to Europe to take the fight directly to HYDRA, and made Carter and Howard Stark a part of his staff. In November 1943, Carter met Steve Rogers again, though at this time he was employed by the United States' Government to perform as the United States Army mascot, *Captain America*.

Carter who tried to persuade him that he was meant for more than what he was doing, reminding him of the reasons why Abraham Erskine had selected him, commenting on how much Rogers sounded like Senator Brandt when he attempted to defend his recent work. During their conversation, Rogers learned that his friend Bucky Barnes as well as the whole 107th Infantry Regiment had been captured by HYDRA and Phillips was not planning a rescue mission.

Running across the camp with Rogers, Carter then went immediately confront Colonel Phillips tent who teased Rogers over his Captain America character. As Rogers begged Phillips to inform him if Barnes was alive or dead, with Phillips explaining they believed he was gone, Carter looked upon Rogers as he began to plan on leaving the base camp and left the tent. Carter then stole weapons and some equipment, including Captain America's Shield, in an attempt to drive to the HYDRA base and find Barnes.

While walking out the camp, Carter asked what Rogers was planning to travel, to which he'll do anything. Carter was then asked by Rogers what she meant when she claimed to believe he was meant for more than children's shows, which she heavily believed on her previous statement. Seeing his determination, Carter convinced Rogers to let her to aid him. With the help of Stark, Carter convinced him to use the plane from Stark Industries to help Rogers on his mission.

Once Stark agreed to help Rogers get to his destination at the secret HYDRA base in Austria where war prisoners were held, Carter and Rogers were onboard as they flew to the destination; along the way, Carter gave Rogers a radio to call her should he need extraction. During the journey, Carter had an awkward conversation with Rogers who mistakenly thought she had begun a relationship with Stark. The plane was soon fired upon by enemy guns, so Rogers leaped from the plane while Stark flew Carter to safety.

#### Liberation of Allied Prisoners of War

> "*You're late."
> "I couldn't call my ride.*"
> ― Peggy Carter and Captain America
>
>

After a few days, Steve Rogers still hasn't returned, leading Chester Phillips to pronounce him as killed in action, Carter walked into his tent while Phillips gave his report, she told him that the last surveillance flight is back with no sign of activity. When Phillips told her that she was neither rich or a weapons contractor like Howard Stark, Carter told she held no regrets and neither did Rogers.

With Phillips not caring about her opinion and accused her for having Rogers and other soldiers killed, Carter told Phillips that she had faith in him. Before he could punish Carter for her part in Rogers' death, Rogers returned to the base with over four hundred rescued soldiers. Carter teased him for arriving late, and Rogers showed her that his radio had been damaged in the fighting. Bucky Barnes then called for all the people to acknowledge that Captain America was a hero and every soldier cheered and applauded for the man who had saved the prisoners from the clutches of HYDRA and Red Skull.

#### Working with Captain America

> "*What do you think?"
> "Yes, I think it works.*"
> ― Steve Rogers and Peggy Carter
>
>

Carter was present at the Strategic Scientific Reserve's headquarters in London, along with Chester Phillips and the newly-promoted Steve Rogers. They briefed on what he had learned during his raid on the HYDRA Facility, including the locations of other HYDRA bases across Europe which he had seen on Arnim Zola's map. In a meeting, they discussed the best way to take down HYDRA bases scattered across Nazi-occupied Europe.

Carter later approached Rogers in a pub while he was putting together a new team for his next missions, donning a stunning red dress. Carter informed Rogers that Howard Stark had some equipment he wanted Rogers to try in the morning. Although Bucky Barnes tried to ask Carter for a dance, Carter looked only into Rogers' eyes and stated that once the war was over, she intends to go dancing with "the right partner." Carter then told Rogers that Howard Stark needed to see him in the morning and left.

The next morning, Carter became furious at Rogers after catching him being kissed by Phillips' secretary Lorraine. Although Rogers had still desperately tried to dismiss the situation, Carter proceeded to berate him by claiming that he had always wanted to join the United States Armed Forces and had ended up just like any other soldier. Rogers then accused Carter of having a relationship with Stark, much to her frustration of not understanding women.

When Carter came to collect Rogers later, she found him trying out the new shield that Stark had created for him; resulting into him taking it due to his instant liking to the shield as he then enthusiastically showed it off to Carter. Without any warning, Carter was quickly enacting on her earlier jealousy and picked up a gun and shot at Rogers, declaring that the shield works. Carter left leaving Rogers and Stark shocked and impressed with ruthlessness.

A few months into the war, her anger with Rogers eventually subsided while watching him on a film reel documenting one of his missions; in the footage she saw he had placed a newspaper cutout of her face inside the lid of his compass, which left her quite touched. Carter eventually received word that Bucky Barnes had been killed on a mission to capture Arnim Zola. Knowing that Rogers would be devastated by the loss of his closest friend, Carter went to find him.

Carter found Rogers sitting alone in the ruins of a bar drinking, being told that due to his cellular regeneration, he can't get drunk. After Carter told about the side effects of his metabolism, Carter tried to comfort him, reminding him that Barnes' death was not his fault. Once Rogers asked Carter if she red the report, she confirmed that she did, much to Rogers disbelief on those odds. Carter told Rogers that he did everything he could and Barnes must have believed that their mission was worth his sacrifice.

Although Rogers insisted that Barnes' death during the Capture of Arnim Zola was his own fault, Carter told him that Barnes knew that their mission to bring an end to World War II was worth giving his life for. As Rogers then said that he would not stop until they had finally defeated HYDRA, while also vowing that he would personally either capture or kill the Red Skull himself to avenge Barnes' sacrifice, Carter reminded him that he would not be alone.

#### Losing Steve Rogers

> "*I'll... I'll get Howard on the line. He'll know what to do."
> "There's not enough time. This thing's moving too fast and it's heading for New York. I gotta put her in the water."
> "Please don't do this. We have time. We can work it out.*"
> ― Peggy Carter and Steve Rogers
>
>

Following the interrogation of Arnim Zola, it was learned that HYDRA was planning an attack on the world. Carter attended a briefing run by Colonel Chester Phillips and learned about Red Skull's plans with his Tesseract technology while they discussed their plan to bring an end to HYDRA and Red Skull himself. Along with Howard Stark and the remaining members of the Howling Commandos, crafted a plan in which Steve Rogers break through their defenses.

Once Rogers attacked HYDRA's last base of operations, allowing himself to be captured in order to distract Red Skull and allowed the United States Army time to attack the base. While Phillips had the called to enter in the base, Carter followed along with the assault force, as the HYDRA soldiers began to fire with their Assault Weapons. While the many soldiers were killed one by one with each fire power, Carter managed survive and broke into HYDRA's base of operation with Phillips killing one of them upfront. Now inside the base, Carter attempted to find where Rogers was located and found him following Red Skull.

Noticing Rogers being pinned down by a HYDRA soldier with his flamethrowers, Carter ran up behind the soldier and fired at the soldier's fuel tank, killing him instantly as is pack was on fire. Rogers then ran straight up to Carter and reminded her of what she had said to him following the Liberation of Allied Prisoners of War by saying she was late. Carter reminded Rogers to focus on capturing Schmidt and watched Rogers retake his shield and then continued his chase.

Schmidt managed to get to his plane and Rogers gave chase; seeing that he had no chance of catching up, Carter and Phillips stole Johann Schmidt's Coupe and gave Rogers a lift. Just as Rogers got inside the car, they raced after the plane, with Phillips also using the car's boosters to bring them alongside the plane's wing. Just before Rogers jumped aboard the plane, Carter had shared their first and last kiss and told him to go get Schmidt, before Phillips jokingly insisted that he would not be kissing Rogers as well.

As they neared the plane and Rogers prepared to jump on board, with little time to spare as they reached the end of the runway, Phillips was able to stop the car from plunging off a cliff edge while Rogers leaped onto the wheel and flew away with the plane. As the car had stopped and Phillips had to take a breath, Carter then looked up and watched as the plane flew away with Rogers on board, hoping to succeed on his mission.

After the base is finally taken, Carter eventually received Rogers' transmission from the *Valkyrie*; he reported that Schmidt is dead, but the plane was damaged and could still kill countless innocents should it crash. After Rogers decided to crash the plane into the North Atlantic Sea, Carter begged for him to reconsider, knowing that this would result in his death, but Rogers claimed there was not enough time.

As the plane made its final descent, Carter and Rogers spoke to each other as if Rogers was not going to crash, arranging a date to finally go dancing, setting up how the date will go and where she promised to teach him how to dance. When the ship finally crashed, all communications with the plane were then lost, and all Carter could do was to mournfully cry for Rogers' death.

#### Capturing the Obelisk

> "*These assets are now under the protection of the Strategic Scientific Reserve. They'll be relocated and hidden out of sight, indefinitely. As will you."
> "Cut off one head, two more shall grow in its place."
> "Then I guess we'll keep cutting them off.*"
> ― Peggy Carter and Werner Reinhardt
>
>

Later that year, Carter led a Strategic Scientific Reserve team that included Jim Morita and Dum Dum Dugan into the last HYDRA base, commanded by Werner Reinhardt. After arresting him, she had everything in the base confiscated and labelled. The label 0-8-4 was placed on an alien artifact in Reinhardt's possession that was shaped like an Obelisk. Carter discussed with Dugan that, with the war ending, a peace time organization was needed to protect the innocent from dangerous technologies and to supervise people like Howard Stark.

#### End of the War

In May 1945, Nazi Germany surrendered. With the war now won, the SSR base in London was disbanding and Carter was there to help with the filing. Chester Phillips came over to her while she was moving boxes and handed her a single folder, containing Steve Rogers' file, which listed him as "inactive". She opened it and found a picture of Rogers prior to his transformation, and fawned over it affectionately. She kept the photo with her for many years after the war to remind her of the man she loved and lost.

#### No Deal for the Devil

> "*Your work will be valuable. But if that day comes, I know who I'd want by my side. It isn't you."
> "We could learn so much together."
> "Instead, we'll forget – forget you, forget your work. When I leave, no one else will come. No one will hear your stories, study your deadly artifacts. You’ll be buried.*"
> ― Peggy Carter and Werner Reinhardt
>
>

After his capture, Werner Reinhardt was moved to the United States of America and taken to the secret prison known as the Rat. Seeking to find out more information, Carter visited the Rat to interrogate him. They talked about the pen that she had left in his cell to find out what he would do with it. As many former Nazi scientists were already recruited by the United States Government, Reinhardt expressed the wish to be recruited as well, as he considered himself far more valuable than those who would make parlor tricks by sending rockets into space.

Carter then mentioned his many war crimes, but he offered to help her understand the items the Strategic Scientific Reserve has confiscated from his last commanding post. He told her about the myth about the "stars" and revealed that the artifacts were of extraterrestrial origin. The disdain that Carter had for Reinhardt outweighed her curiosity about the "blue angels" he described, so she sentenced him to a life term in the Rat, promising him that as long as she had a say, he would never be freed as long as she was alive.

### Post-War Activities

#### Stark's Problem

> "*I figured you'd never have a problem finding a man."
> "The trick is finding the right one.*"
> ― Howard Stark and Peggy Carter
>
>

Following the end of World War II, Carter found herself still working for the Strategic Scientific Reserve under the cover of working for a phone company. Having few friends in New York City, she lived together with her friend Colleen O'Brien.

Despite her work during the war, many of the men at the office still viewed her as nothing more than Captain America's "liaison". At one meeting, agents discussed Howard Stark being accused of selling his weapons to enemies of the United States of America, and though Carter tried to defend Stark based on their past relationship, the other agents rebuffed her. When Ray Krzeminski insulted her, Daniel Sousa came to her defense; Carter thanked him but told him she did not need his help.

Later at the L&L Automat, Carter found a note that told her to go into the back alley, where Carter met with Stark and his butler, Edwin Jarvis. In the car, Stark told Carter he was being framed, claiming that someone had stolen his inventions that he considered to be too dangerous for anyone to possess, while he was vacationing in Monaco. He told her that he ran because he knew that the SSR would consider him guilty. Stark asked Carter to help him clear his name and find the true criminals behind the theft. As he departed for Europe to track down some of the stolen items, Stark told her to find a document with the formula of one of his inventions, molecular Nitramene, before it could be sold on the black market.

#### Nitramene

> "*Mr. Raymond, is this a bad time?"
> "We'll only know after it's over. Bring the rest of you in here.*"
> ― Peggy Carter and Spider Raymond
>
>

In searching for the stolen weapons, Carter balanced actively investigating the theft while avoiding the Strategic Scientific Reserve scrutiny and other agents looking for the same clues without similar motivations concerning Howard Stark. She even fabricated some stories, such as Stark attempting to kiss her during V-E Day and throwing him to the River Thames, where he had to be rescued because he did not know how to swim. With this story, Carter made Daniel Sousa not follow a correct lead about Stark escaping by boat.

Carter, disguising herself with a wig and sparkling evening dress, went to a known fence, Spider Raymond, paid to sell the Nitramene formula. Carter successfully made her way into Raymond's office, where she encountered him and used her ability to seduce men easily to try and obtain the the Nitramene. However, Raymond forcefully kissed Carter, causing him to go unconscious, due to the Sweet Dreams Lipstick she was wearing. Ruining her plan, Carter started looking for the Nitramene, which was located in a safe that she was able to open.

Carter then discovered that the formula had been used to create bomb, so she called Edwin Jarvis for assistance. When Carter confirmed that the bomb was glowing, Jarvis informed her to be careful with it, as it could create a massive implosion. However, Jarvis was unable to provide further assistance, due to his wife returning, leaving Carter on her own. Carter then went to leave, but discovered several SSR agents present. Once she knew she was clear, Carter left and rushed back home.

Once she got back, she spoke with Colleen O'Brien, who asked about where she had been. When she went to sleep, Carter began to disarm the bomb in the bathroom, and was successful. When she heard a noise, she discovered that O'Brien had been murdered, and Carter was then attacked by Sasha Demidov. Carter fought him off, injuring him in the process, and went to mourn the death of her friend. Enlisting the aid of Jarvis, Carter followed up a lead concerning the production of the Nitramene weapon based on information from one of Stark's associates, Anton Vanko.

#### Destruction of the Roxxon Refinery

> "*Leviathan is coming."
> "Who?"
> "They'll tell you themselves soon enough. You're not gonna like the future such as it is.*"
> ― Leet Brannis and Peggy Carter
>
>

Tracking possible production to the factory owned by the Roxxon Corporation, Carter and Jarvis stumbled upon a whole production line of the weapons. Carter confronted Leet Brannis who told her that she could not stop Leviathan before setting one of the Nitramene bombs to implode. He escaped in the Daisy Clover truck filled with a new batch of the Nitramene bombs while Carter raced back to Jarvis's waiting car. They barely escaped as the bomb went off and the resulting implosion reduced the Roxxon factory to rubble.

#### Further Investigation

Following the implosion, Carter then went to Howard Stark's Penthouse to rest. The next morning, posing as health inspector Ruth Barton, she found the name of the driver of the Daisy Clover milk truck, Sheldon McFee. She was then called in by Roger Dooley to help in discovering who was involved in the explosion by bringing to him a Vita-Ray Detector. While scanning Roxxon Corporation employees, Carter recognized one of the men as a guard she encountered while infiltrating the refinery. Carter then suggested to Dooley that they scan the workers' clothes for traces of Vita Radiation instead of their lab coats; Miles Van Ert tried to flee only to be easily incapacitated by Carter.

Carter and Jarvis went to the residence of Sheldon McFee; Carter encountered him and defeated him, tying him up. Brannis attempted to flee in McFee's milk truck, but Jarvis temporarily disabled it. As Carter and Jarvis drove back to Manhattan with Brannis in tow, they were attacked by Sasha Demidov again. Carter engaged him on top of the truck and after a brutal fight, managed to defeat him and stuck his hand to the truck as she and Jarvis escaped with Brannis. The truck, which was full of Nitramene, safely exploded inside the ocean.

#### Comfort

> "*There is not a man or woman, no matter how fit he or she may be, who is capable of carrying the entire world on their shoulders."
> "Steve was."
> "From what Mr. Stark has told me, Captain Rogers relied heavily on you. For courage, strategy, and moral guidance.*"
> ― Edwin Jarvis and Peggy Carter
>
>

Back at Howard Stark's Penthouse, Edwin Jarvis tended to her wounds and told Carter that despite all her skills she could not handle everything by herself. When Carter argued that Steve Rogers could, Jarvis reminded her that Rogers would often rely on her for moral guidance and strength. He asked her to let him help her more; Carter felt comforted by his words and told him to continue stitching her wound.

Carter decided to accept the invitation by Angie Martinelli to have an interview at the Griffith Hotel. Martinelli introduced Carter to the other tenants before her interview with Miriam Fry. Despite feeling that she had given two responses to the first couple of questions, Carter quickly worked out the sort of women Fry wanted at the hotel and lied about her dependence on men and desire to be married. Pleased with these answers, Fry told Carter the rules of the hotel, which included no men above the first floor, and allowed her to move into the room next door to Martinelli.

#### Humiliating Sacrifice

Carter and Edwin Jarvis prepared to investigate the vault where Howard Stark's weapons were stolen but, before they could begin, Agents Jack Thompson and Daniel Sousa knocked on the door which questioned Jarvis and took him in for further interrogation. When Jarvis was threatened with the concept of him and his wife Ana Jarvis being deported due to a treason that Jarvis had committed during World War II, Carter knew she had to free him. Carter took the police theft report of Stark's car and later told Roger Dooley that she mistakenly took the report in Jarvis' presence, thus freeing him from his interrogation. She was taken into Dooley's office and humiliated in front of the rest of the SSR agents for being a seemingly incompetent agent. Dooley ordered her to apologize to Thompson who claimed that a sorry did not begin to make up for what she had caused. Carter and the rest watched as Jarvis was freed, leaving Dooley furious.

#### Finding the Weapons

> "*I'm not afraid to kill a woman."
> "Would it make a difference if I tell you I won't make it easy?"*"
> ― Jerome Zandow and Peggy Carter
>
>

After being reprimanded by an angry Dooley, she and Jarvis continued their investigation and found the ship that had some of Stark's stolen inventions. Finding the weapons, Carter prepared to call the find in, but Jarvis told her it would be too risky, and he called it in himself as an anonymous tipster. While waiting for Jarvis on *The Heartbreak*, Carter was confronted by Jerome Zandow, who attacked her. Jarvis came to her aide and together the two managed to subdue him and escape. The next day Carter found out that Ray Krzeminski had been killed. Deeply saddened by his death, she went to Angie Martinelli and confided in her and told her that despite all of Krzeminski's flaws, he was still a man good at his job.

#### Howard Stark's Return

> "*So thank you, Howard, for reminding me of who Steve was and what I aspire to be.*"
> ― Peggy Carter to Howard Stark
>
>

Carter and Edwin Jarvis sneaked Howard Stark back into the States through a train car by making a deal with two subordinates of smuggler Otto Mink; the deal went south when one of the men decided they should get paid more, forcing Carter to knock them out and free Stark. Carter attempted to take Stark to his penthouse, but it was being guarded by Yauch. Thinking of nowhere else to safely put him, Carter sneaked Stark into her apartment at the Griffith Hotel.

The next day, Stark gave Carter a Camera Pen to take pictures of the devices the SSR had confiscated. Later that day, Stark lied to Carter, telling her that the reason he came back was because the SSR had one of his most dangerous inventions, the Blitzkrieg Button, and he wanted it returned to him so he could deactivate it. On the way to the New York Bell Company Office, Carter started to get suspicious when she noticed Jarvis' nervous behavior.

Discovering the device, Carter, against her better judgement, decided to activate it. The device opened, revealing a vial of blood. Returning to the Griffith, Carter asked Stark what was in the vial; after some reluctance, he revealed it to be Steve Rogers' blood. Angered, Carter punched Stark and berated him despite Stark's attempt to justify himself. Carter accused him of only wanting to make money and decided to cut all ties with him.

#### The Hunt for Leviathan

> "*I am a federal agent, Mr. Jarvis."
> "Yes. Finely trained and skilled in the art of fetching coffee."*"
> ― Peggy Carter and Edwin Jarvis
>
>

Carter headed to work when Edwin Jarvis tried to apologize for Howard Stark's lying to her; however, Carter refused to forgive Stark or Jarvis. Jarvis pointed out that the SSR would never treat her like an equal; Carter told him that she would make them change their minds.

At the New York Bell Company Office, the office was busy as Daniel Sousa told Carter that the Remote Typewriter had activated and that they had a cryptographer working on it. The cryptographer, however, proved to be having trouble decoding the message. Carter saw that the original language was Russian and easily decoded it, revealing to the others that the message was apparently Leviathan making a deal with Howard Stark for weapons in Belarus. Roger Dooley quickly told Jack Thompson to prepare a team to go to Belarus. Carter insisted that she come along, much to Thompson's and Dooley's chagrin. Carter pointed out that she had decoded the message and knew the way of the land in Russia, including knowing skills of how to survive in the mountains. Dooley acquiesced when Carter got them the assistance of the Howling Commandos.

In Russia, Carter met up with the Commandos, which consisted Dum Dum Dugan, Happy Sam Sawyer, Pinky Pinkerton and Junior Juniper. Carter supplied Dugan with his favorite alcohol as payment for assisting her with the mission. As the two groups rested for the night they shared war stories. When Thompson sat down, they encouraged him to share one of his war stories. After some reluctance, Thompson told them the story of how he single-handedly killed Japanese soldiers that were attacking his unit while they were asleep, earning him a medal for bravery.

The next day the group arrived at the Red Room Academy where they split up. Carter, Juniper, and Dugan realized that the facility was a school where they encountered Eva who quickly became hostile, stabbing Dugan and killing Juniper. Carter met up with Thompson's group and together they decided to leave. On their way out, they came upon two prisoners named Nikola and Ivchenko. The two had revealed that they had been kidnapped because of Nikola's intelligence and Ivchenko's status as a doctor to treat Nikola. They also revealed that Leviathan had stolen weapons from Stark. Freeing them, the group was pinned down by reinforcements and Mike Li was shot. When Nikola attempted to bargain Sawyer for his freedom, Li used the last of his strength to shoot him and the group escaped.

Parting ways, Carter said goodbye to Dugan, who jokingly code-named her "Miss Union Jack", and Ivchenko, having nowhere else to go, decided to go back with Carter and the others to use what he knew to help the SSR against Leviathan. On the plane ride home, Carter tried to cheer Thompson up about freezing during the gunfight. Thompson revealed to her that the soldiers who seemingly attacked his unit were actually surrendering and told her that he had been struggling on how to tell that story. Carter reassured him that he already did. Back in the U.S. Thompson and Carter reported to Dooley and told him of their findings. Thompson then invited Carter for some drinks.

#### Search for an Assassin

> "*Agent Carter. A word."
> "Chief Dooley, I really must insist you allow me to continue to–"
> "Carter, could you just zip it for a minute? Geez. Look, your work in Russia was admirable, but this is still my operation.*"
> ― Roger Dooley and Peggy Carter
>
>

With Ivchenko now with the SSR and willing to help in their investigation, Carter, Jack Thompson and Roger Dooley began to question him about Leviathan. Carter showed particular interest in Leviathan's training of young female assassins, as she believed a female assassin was responsible for the killing of Ray Krzeminski and had possibly seduced Howard Stark to steal his weapons. Dooley ordered her to dig deeper and learn more about the Leviathan's female assassins.

Carter called on Edwin Jarvis for assistance again and together they visited many of Stark's former lovers of the last six months to see if they could be an assassin. Carter believed that they would have scarred wrists from being handcuffed to beds their entire lives. In the end, there was only one woman named Ida Emke that they were unable to locate.

#### Chase of Peggy Carter

> "*Come on, Carter. Let's go."
> "I can explain everything. All of it.*"
> ― Jack Thompson and Peggy Carter
>
>

Carter and Jarvis visited the L&L Automat to discuss their next move. While there, Carter realized that many SSR agents had arrived and ordered all civilians to safety. Knowing she was about to be arrested, Carter and Jarvis fought off the agents and tried to escape. Outside they were cornered by Jack Thompson; however Carter was able to disarm him and knock him out. Next, Daniel Sousa tried to arrest her but Carter told him that he would never be able to shoot her; he let her go, promising her that she would be caught.

Carter ran back to the Griffith Hotel in order to collect Steve Rogers' blood. She made it to her room but the SSR was quickly behind her. She collected the blood and decided to hide on the ledge outside the building. Thompson and Sousa searched her room. She was spotted by Angie Martinelli; when the agents went into Martinelli's room to question her, she helped Carter escape by distracting the agents. After they left, Martinelli helped Carter into her room and arranged for a car to take out of town. Carter said goodbye to her friend and promised to one day tell her everything.

With the coast clear, Carter tried to make her escape from the Griffith but was stopped by Dottie Underwood. At first, Underwood seemed concerned for Carter's safety, but when she tried to get past, Underwood grabbed her and kissed her. Carter quickly recognized her own Sweet Dreams Lipstick and began to fall unconscious. Moments before she collapsed, she looked at Underwood's wrist and saw her scars, knowing she was the assassin. Carter awoke in the SSR's car being driven back to headquarters where she was put in the interrogation room where she began to be questioned by Sousa, Thompson and Dooley.

#### Interrogation

> "*Agent Carter-"
> "Miss Carter; I don't work here anymore.*"
> ― Roger Dooley and Peggy Carter
>
>

Roger Dooley, Daniel Sousa, and Jack Thompson took turns interrogating Carter using different methods; Dooley used disappointment, Sousa used friendship, and Thompson hoped that Carter would give them Howard Stark. Carter observed their methodology but none of them seemed to believe what she was trying to tell them.

Edwin Jarvis came with a fake confession, claiming it was from Howard Stark, and stopped the interrogation. Dooley told Carter that she was fired from the SSR; Carter cleared what little she had from her desk. However, when she and Jarvis saw Ivchenko using Morse Code to communicate with someone across the street, Carter told the three agents everything that had been happening and allowed Dooley to open the Blitzkrieg Button to see that it contained Steve Rogers' blood sample.

#### The Death of Roger Dooley

> "*Promise you'll get the son of a bitch who did this. Say it!"
> "We'll catch him."
> "Attagirl.*"
> ― Roger Dooley and Peggy Carter
>
>

Carter and Jarvis were still in the interrogation room when Dooley, under the thrall of Ivchenko, held them at gunpoint, cuffed them to a desk, and locked them inside, breaking the key. Carter and Jarvis worked to escape to find Dooley unconscious, wearing the Stark Heat Vest. Carter went to Alex Doobin for help to remove the vest because Jarvis advised that it would explode if removed improperly. Doobin said that he was helpless; Dooley had Carter promise him that she would bring Ivchenko to justice. Carter watched as Chief Dooley jumped from a window as the vest exploded. Carter and the agents wondered what Ivchenko wanted, and she was relieved when the Blitzkrieg Button was still in the laboratory. Doobin revealed that Item 17 was missing.

#### Massacre at the Cinema Theater

Carter, Daniel Sousa and Jack Thompson assisted the New York City Police Department with investigation a massacre in a theater. Carter realized that the people in the cinema killed each other with their bare hands. Sousa found a cylinder and accidentally released the Midnight Oil; he then tried to kill Thompson. Carter attempted to help Thompson but Sousa knocked her away before a police officer knocked him out with a baton. Carter later talked with Sousa after he awakened; he explained that he wanted to kill everyone at that moment. Thompson explained that the chemicals make people highly aggressive and that Ivchenko had enough to kill half of the city.

While Carter and the others contemplate Ivchenko's motives, Howard Stark entered saying he was his target. Thompson confronted Stark with all the deaths caused by his gas. Stark explained that the gas was called Midnight Oil and that it was designed for soldiers to stay awake. During the war General John McGinnis raided his laboratory and took all his designs. Learning about the Midnight Oil he decided to use the weapon of Stark on the Russian army to motivate them to attack the Germans and take Finow. However the weapon made them go into a murderous rage and they started to kill each other.

Perusing the files Stark had brought with him, Carter found dossiers on Leet Brannis and Sasha Demidov, who were both at Finow. As Stark mentioned that Midnight Oil is known to cause asphyxiation, Carter deduced that someone performed laryngectomy on the two survivors, rendering them voiceless. She suspected Ivchenko to be responsible as she opened his file, revealing his true identity as Johann Fennhoff, a master of hypnosis. Stark chose to act as bait so they can lure Ivchenko in. Carter later told Stark that she did not like his plan. Stark expressed that it was his fault for what happened at Finow, and he wanted to redeem himself for the mistakes he had made.

#### Kidnapping of Howard Stark

> "*Either Dottie's a terrible shot, or this gun was never supposed to kill Howard."*"
> ― Peggy Carter
>
>

Carter was later present at the press conference where the treason charges against Stark were publicly dropped. As he prepared to speak, a sniper started to shoot at Stark. Taking cover, Carter deduced the position of the sniper as Stark was taken away from the New York City Hall podium. Carter and Thompson went to the sniper nest to learn that it was a rigged rifle to act as a distraction. Carter and the group deduced that they will spread the Midnight Oil with a plane from Stark's private airstrip.

#### Raid of Howard Stark's Warehouse

> "*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. Yes, he was. Where are you?"
> "Evidently, flying a plane to Manhattan. I guess you can explain that to me once I land.*"
> ― Peggy Carter and Howard Stark
>
>

The group reached the warehouse just as a hypnotized Stark left with a plane to spread the Midnight Oil. They decided that Edwin Jarvis would follow Stark with a fighter plane and shoot him down if Stark could not be snapped from the trance. Carter grabbed a shotgun and sought Dottie Underwood and Johann Fennhoff. She found them and tried to stop them from communicating with Stark. Underwood quickly disarmed her with a kick. Carter tried to fight Underwood but got easily tossed to the floor. Underwood prepared to kill Carter with a baseball bat, but Carter ducked the swing and used the moment to kick Underwood through the window and she fell hard on the wing of a plane.

Carter then took that opportunity to talk to Stark over the radio; she knew that if Stark reached New York City, he would be shot down by Edwin Jarvis who was chasing in another plane. Stark, under Fennhoff's influence, believed that he was going to retrieve their friend Steve Rogers from the icy waters; Carter listened as Stark told her that Captain America was his greatest achievement. Refusing to listen on the radio as another loved one died, Carter cried as she told Stark to follow her example as she let Rogers go. Stark listened and his trance was broken. When Carter sought Underwood, she was gone.

With Johann Fennhoff's Campaign quelled, Carter received a standing ovation from her colleagues for saving the city. However, Thompson took credit for the save when Senator Walt Cooper arrived. Though Sousa wanted to tell the senator the truth, Carter assured him that she did not care about the approval of others, as she know her value, making other's opinions invalid. Sousa asked Carter for a date; she smiled, but took a raincheck.

#### Letting Go

> "*Bye, my darling.*"
> ― Peggy Carter
>
>

As a reward for her help, Stark gave Carter one of his houses; she chose Angie Martinelli as a housemate. Jarvis gave her the vial of Rogers' blood that Stark had stolen from the New York Bell Company Office. Later, that same evening, Agent Carter took the very last vial of Steve Rogers' blood and finally let go of her greatest love by pouring his blood into the water under the Brooklyn Bridge, saying one final goodbye to the man she considered to be the greatest she had ever known. As she watched the sun rise, Carter reflected upon the future and prepared to continue making a new life for herself as the woman Captain America always knew she would be and prepared to continue her missions working with the SSR and save the world that Rogers had left behind.

#### Capturing Dottie Underwood

> "*You have one chip to trade on, fear, and fear is the one tool that little girls who grow up handcuffed to their beds learn. I however am not afraid of you.*"
> ― Peggy Carter to Dottie Underwood
>
>

Sometime after Fennhoff's incarceration, Daniel Sousa left New York City to work as the chief of the SSR compound in Los Angeles. Carter tried to keep in touch with him, but he rarely answered her messages. A full year passed, whereas Carter soon learned that Dottie Underwood was trying to rob Bowery Savings Bank.

Carter and multiple SSR agents, including Chief Jack Thompson, prepared an ambush to arrest her and her hired accomplices. Dressed in a style identical to Carter, Underwood and her cohorts took over the bank and forced the personnel to open the vault. As the vault opened, Carter appeared and held her at gunpoint with a shotgun. The SSR agents quickly drew their weapons and arrested the accomplices. Underwood was able to knock out an SSR agent and disarm Carter. The two engaged in a fierce fight but Carter managed to knock her out with a bag of money.

At the New York Bell Company Office, Carter questioned the Soviet operative about her contacts and employers, but Underwood remained calm and mentioned that girls like Carter are too used to getting what they want the easy way. Carter asked about a deposit box of a unknown client and wanted to know why Underwood wanted the contents, a lapel pin with an "A"-like symbol; Underwood told her there are currencies stronger than money. Chief Thompson interrupted the interrogation and told her she was going to Los Angeles for a case there, stating that he would interrogate Underwood himself.

### Investigation in Los Angeles

Landing in Los Angeles she met Edwin Jarvis again. Carter learned that Howard Stark had a defense contract meeting here and, since he liked the scene, had decided that he wanted to create his own movie studio. Jarvis invited Carter to stay with him and his wife on Stark's estate. While driving Carter through Los Angeles, Jarvis also had to transport Stark's newest addition to his menagerie, a flamingo called Bernard Stark. Jarvis told Carter his life was quite boring right now and he would be pleased to drive her around.

Jarvis dropped her off at the Auerbach Theatrical Agency, the cover of the local Strategic Scientific Reserve office, where she was greeted by Rose Roberts. Roberts and Carter discussed Roberts' life in Los Angeles, that Roberts had picked up surfing, and that somehow artists kept showing up for the office, despite their attempts to keep it hidden. Chief Daniel Sousa seemed surprised by her presence but told Carter she was welcome to his team. He introduced her to the police liaison who was skeptical about their odds of capturing the Lady of the Lake Killer.

Carter immediately theorized that the dead body might not be connected to the frozen lake. She learned the body of the woman was frozen through and somehow the body did not warm up despite multiple heat lamps pointed at it. Carter and Sousa visited the lab technician, who told them the body was not frozen in ice but in a substance that remained frozen. The technician told Carter that the substance was probably related to Isodyne Energy, a cutting edge development laboratory.

#### Isodyne Energy

Carter, Sousa and the liaison cop Henry arrived at the laboratory but the Receptionist refused them access as they did not have a warrant. Annoyed, Carter noticed that the scientists accessed the lab through a door controlled by electronic cards. She signaled Sousa, who began to flirt with the receptionist, allowing Carter to steal a card and sneak inside the lab. Moving through the lab, she accidentally walked into the scientist Jason Wilkes, who let her taste some wine he developed. As they talked he appeared quite charmed by her. Carter told him about their investigation and he agreed to help her. Wilkes told Carter that Calvin Chadwick, his boss, was rumored to be the lover of the murdered woman. However, as they talked, the receptionist found Carter and forced her from the lab.

Carter brought her findings to Sousa and Henry; however, Henry did not want her to investigate Chadwick but rather, get word out to the press. Sousa appeared to agree with Henry, to Carter's dismay, but when Henry had left, Sousa gave Carter leave to confront Chadwick. Edwin Jarvis drove her to the house and Carter was introduced to his wife Ana, who hugged Carter and found her an outfit to wear to the track. At the racetracks, Carter and Jarvis found Chadwick with his wife, Whitney Frost. While Jarvis distracted Frost, Carter confronted Chadwick. However, Chadwick refused to cooperate and Carter, angered, left.

#### Kidnapping of Jason Wilkes

Carter, Sousa, Jarvis, and Henry returned to the medical examiner's office, meeting Jason Wilkes there. However, as Carter drew nearer to the examiner, she saw with horror that he was frozen. When he was touched, the body shattered, leaving shards on the floor. Jarvis left the room to get air, and Carter and Sousa sent Wilkes out so that they could talk. The two began to suspect Henry; however, when they looked for him they realized that Henry had kidnapped Wilkes and left. Carter and Sousa tracked Henry down and Carter saved Wilkes.

Carter and Sousa then cornered Henry, who was dying as he was slowly getting frozen. Before they could learn who he worked for a policeman shot him, despite Carter's orders not to use guns. Carter scolded him but the policeman claimed he had not heard their order. Carter talked to Wilkes and comforted him. Wilkes wanted to thank her properly and invited her to go out with him; however, Carter declined as she had the rule to not socialize with persons of interest. She then talked to Sousa and they noted the case was not closed. Carter invited Sousa for drinks but he mentioned could not as he had something else planned that night. Carter then watched him meet a woman and drive away.

#### Learning of Zero Matter

The next day, Carter noticed Edwin Jarvis in an exercise area near the garden. Jarvis explained he had started to train himself intensely in weightlifting and the martial arts, even challenging her to a sparring match. Carter was initially uncertain but threw Jarvis when he kept insisting and repeatedly poking her in the shoulder. However, Carter was surprised as Jarvis tripped her and pinned her. Ana Jarvis came in and recognized the technique as what her husband called the 'Tortoise of Fury'. Jarvis mentioned Ana acted as his sparring partner and knew all his strengths and weaknesses. Ana asked if Carter wanted another round of sparring; however, Carter told her she had to leave for work.

Arriving at the office, Carter met Violet, Daniel Sousa's girlfriend, when Violet dropped by to deliver cookies to Sousa. The two chatted and learned that their family was from the same town. When Sousa entered the office with Rose Roberts, Violet asked him to allow Carter to come with them on their date. Though Carter tried to back out, Violet would not hear of it.

Later, Carter accompanied Sousa to where the bodies of the men transporting Jane Scott's body were found. Carter and Sousa received a search warrant for Isodyne Energy from Jack Thompson and went to investigate; however, they were stymied when they entered and found that the facility was being shut down due to a radioactive accident. As Carter turned to leave, she saw Jason Wilkes enter; she asked him to confirm the story, which he hesitantly did before passing her a note and continuing into the facility. Carter and Sousa left the building. Reading Wilkes' note, Carter learned he wanted her to meet him in a club to talk.

Back at the Agency, Sousa offered Carter backup as she went to meet Wilkes. Carter refused, stating that the note told her to come alone. Sousa told Carter to change her outfit to match the location, it being a nightclub. Sousa tried to cancel his date to come with Carter, but she refused his offer again after seeing that he had planned the date to give Violet an engagement ring. Carter returned to Stark's estate, where Ana Jarvis helped her find an outfit for the nightclub. Carter mentioned she looked forward to meeting someone outside the SSR. Going to the car, Edwin Jarvis informed Carter of the S.O.S. signal that could be activated from the car. Carter left to meet Wilkes.

Carter met Wilkes in the club and, while she wanted to talk about the case, he tried to get to know her more. Carter ended up talking about her childhood while Wilkes did the same. Just then, the singer began a song that was one of Wilkes' favorites. The two started to dance, still talking about their pasts. Carter learned how Wilkes had worked his way to his position at Isodyne, and she convinced him to help her in her investigation. Wilkes showed her a film reel of an Isodyne test in the desert where multiple vehicles and personnel were sucked up in a sort of black hole created by a substance Isodyne named Zero Matter.

#### Attack on Jason Wilkes|On the Run

Carter and Wilkes were attacked by men sent to silence Wilkes. Carter and Wilkes worked together to defeat the men, escaping by stealing the men's car, since the men had slashed the tires on theirs. Carter managed to activate the S.O.S. beacon before she and Wilkes left, hoping that someone would see it and help. In the stolen car, Carter found a lapel pin identical to the one that Dottie Underwood had attempted to steal.

Carter and Wilkes tried to find a phone booth; they entered a store where the owner was distrustful of Wilkes due to his color. Though Wilkes was accustomed to the treatment, Carter was offended. She asked to use the pay phone outside the store, the man told her she needed to buy something. Carter bought a pastry and ate it as she and Wilkes reached the phone. Trying to make the call, Carter noticed a car drive up; scared it was their enemies, she kissed Wilkes to block the car's view. When the occupant entered the store, Carter and Wilkes stole the car and drove to Isodyne Energy Headquarters.

#### Infiltration of Isodyne Energy Headquarters

Carter and Wilkes entered Isodyne Energy Headquarters; the two split up, Carter disguising herself as a scientist and fighting Rufus Hunt and his men while Wilkes retrieved the Zero Matter. However, once the men were defeated, there was a black explosion from the facility. Horrified, Carter searched for Wilkes but could not find him. The SSR arrived, having been informed by Edwin Jarvis that Carter was in trouble, and Carter emerged from the smoke and reported to Daniel Sousa. Shellshocked, Carter returned to Howard Stark's Estate, saddened by the apparent loss of Wilkes.

There, Ana Jarvis brought her whiskey instead of tea, telling Carter she had noticed Carter looked distracted and disheveled. Carter told Ana she believed Wilkes was dead, and that she did not know why she was so depressed as she had only known him a short time. Ana told her about how she and her husband had only known each other a short time, and that it did not take long to realize you had met someone special.

#### Seeking the Truth

Carter and Daniel Sousa investigated the house of Jason Wilkes, working alongside other SSR agents. Carter told Sousa that she blamed herself for Wilkes' death, citing that she had brought him into danger. Carter found a hollow area in the floor, where she discovered a Russian passport. Agent Vega then entered, having found the gun used to kill the agents transporting Jane Scott's body. Carter shrugged off the theory that Wilkes was a Communist, believing that the documents were planted in an attempt to frame Wilkes.

Carter and Edwin Jarvis visited Howard Stark, who was filming his new Western movie based on Kid Colt. Carter and Jarvis accidentally interrupted the shot, causing Stark to cut early. Stark offered Carter a minor role in the movie; however, Carter told him that she should play the main role. Stark agreed, but doubted the audience would accept a female lead. Carter and Jarvis then showed Stark the film reel Jason Wilkes had stolen from Isodyne Energy, showing the explosion that revealed Zero Matter. Stark was elated by the film, stating that Zero Matter might be the greatest invention of the century. Carter watched as Stark noticed the lapel pin she had stolen; she was shocked when he recognized the insignia as that of the Arena Club, a exclusive club for wealthy white elitists. Jarvis told Carter that the club had tried to recruit Stark but he had refused, since no women members were allowed.

Carter and Sousa returned to the SSR office, where they found newspapers claiming Wilkes was a communist spy. Outraged, Carter entered Sousa's office only to find Jack Thompson, who had flown to Los Angeles from New York. Thompson told Carter and Sousa that he had filed the report confirming Wilkes as a spy, asking them to agree with the report. Carter vehemently refused, refusing to lie. Returning to Howard Stark's Estate, Carter found Stark holding a pool party, which he claimed helped him think. Carter told Stark she had a plan to infiltrate the Arena Club and plant listening devices. Stark told her that the plan was boring, and that she would have a difficult time getting into the club, as the club was men only. Carter stole Stark's drink to convince him to listen to her plan, which she told him was far from boring.

#### Snooping in the Arena Club

As part of her plan, Carter waited outside the Arena Club with a group of other women while Howard Stark entered the club. When Stark called the ladies in, Carter entered the club with them but slipped to one side, moving through the rooms and planting listening devices. Carter entered a library; when she tried to plant a device, a bookshelf slid open, revealing a secret room. Carter hid as men exited the room, before the door closed, Carter entered the room, hoping to plant a device, when she noticed a *Los Angeles Tribune* newspaper on a table. Carter was shocked to notice that the date on the paper was the next day's, and that the paper seemed to predict Representative Anderson dropping out of the Senate race.

Suddenly, the bookshelf opened again; Carter managed to slip under the table and hide from the man who entered. She tried to plant a device under the table, but something caused the device to malfunction; Carter disabled the device to avoid being discovered. As the man moved through the room, Carter crawled behind a chair, where she lit a cloth flower on fire to distract the man, allowing her to escape the room. The plan worked, and Carter successfully left the room, covering for her presence by taking a book from the shelves. As she left the library, another man confronted her. While she tried to act innocent, Edwin Jarvis entered and, feeling she needed help, accompanied her out the room. Carter and Jarvis informed Stark that they had finished; everyone left the club.

Armed with her knowledge of the club, Carter returned to the SSR and informed Daniel Sousa and Jack Thompson of the apparent blackmailing happening in the club. However, since she did not have the newspaper, Thompson remained skeptical. Carter called Thompson a coward for not doing the right thing, and Thompson ordered her to return to New York. Outraged, Carter stormed out of the office but was confronted by Sousa, who told Carter that she was blaming herself too hard for what had happened to Jason Wilkes. As they talked, Sousa noticed a pen floating in the air near Carter, which she knew was a side affect of zero matter.

Shocked, the two drove to Stark's, where Stark examined Carter, theorizing that she may have been contaminated by Zero Matter. Stark used technology he was developing to reveal what energy was surrounding Carter. To everyone's surprise, Wilkes was revealed, insubstantial, but trying to talk. Carter watched as Stark sprayed his gas on Wilkes' vocal cords, allowing Wilkes to speak. Carter listened as Wilkes revealed what had happened at Isodyne Energy, that he had tried to get the Zero Matter but had been confronted by Whitney Frost, who fought him for the Zero Matter. Wilkes continued, saying that during the fight, the container had broken and an explosion occurred, after which he found himself invisible and intangible. As Carter watched, Wilkes lost his visibility and faded from view. Stark prepared to develop a formula to keep Wilkes visible, and Carter told the others that she would confront Frost.

#### Investigating Whitney Frost

Carter found the set where Whitney Frost was filming; she asked politely and was allowed access to Frost's dressing room. Carter told Frost that she wished to ask about the explosion at Isodyne Energy Headquarters; however, Frost claimed that Jason Wilkes' death was a tragedy, citing that Wilkes was a communist. Carter asked Frost about her involvement with Isodyne Energy, but Frost acted completely innocent, claiming to know nothing of Isodyne's research and denying she had been in Isodyne's lab when the explosion occurred. Carter and Frost discussed how newspapers lie, and Carter told Frost that her instincts told her that things were not as they seemed. Frost was called to set, and Carter left the studio. Returning to Howard Stark's Estate, she found Wilkes visible again. She briefly talked to him, telling Wilkes that it was a feat to impress Stark and that Wilkes had done it. Carter also told Wilkes that she was glad he was alive.

#### Assault at the Mansion

That evening, Carter worked out on a punching bag in the garden. Edwin Jarvis entered, and asked Carter if she thought working out so late was a good idea. Carter replied that she considered it a good way to relieve frustrations of the day. Jarvis left, and Carter continued working out. She was suddenly attacked from behind by a masked assailant, who began choking her with a rope. Carter tried to fight him off, and maneuvered them both to the pool, knocking herself and the man into the water. In the pool, Carter freed herself and tried to get out, but the assassin knocked her down and prepared to kill her, Jarvis appeared and defended Carter, knocking the man back. The assassin drew a gun and tried to shoot Carter, but the gun failed, having been disabled by the water. Carter retrieved her gun from her purse and shot at the man, wounding him in the hand before he escaped.

The next morning, Carter noticed Jarvis installing a security system to avoid another attack. Carter told Jarvis that she felt reinvigorated about the case, and that she was certain they were on the right track. Carter visited Howard Stark and Jason Wilkes, finding Wilkes visible and Stark filled with caffeine, frantically packing for Peru. When Carter asked why he was leaving for Peru, Stark explained that he was visiting an old professor of his who might know more on creating a solution to keep Wilkes substantial. When he left to pack more, Wilkes told Carter that Stark was a genius, and that he was surprised at how quickly Stark had accepted him. Carter told Wilkes that she regretted him getting hurt, as she was the one to bring him into danger. Wilkes replied that he was thinking about leaving Los Angeles, as he believed his presence was causing enemies to hunt Carter. Carter insisted that Wilkes stay, citing that they would need him. Wilkes agreed, only because Carter asked.

#### The Real Whitney Frost

Carter returned to the SSR office and spoke to Daniel Sousa, who showed her files on Agnes Cully, a wartime inventor and genius. Carter listened as Sousa explained that Cully was the driving force behind Isodyne Energy, before telling Carter that Agnes Cully was the real name of Whitney Frost. Carter later spoke with Jason Wilkes, who mentioned that he missed food in his intangible state. Carter told Wilkes she was sorry for him, to which Wilkes replied that being around her made it worth it. Wilkes explained to Carter that Frost exceeded everything with her inventions, and that she defied categorization.

#### Kidnapping of Rufus Hunt

Carter and Edwin Jarvis tried to learn more about Whitney Frost, shadowing Frost's husband, Calvin Chadwick, at his campaign office. Jarvis entered the office, and returned with a campaign pin for Carter, which she promptly dropped out the window. Carter watched as Chadwick exited the office, and left with his car. Carter noticed that Chadwick's driver had a wound on his hand in the same place she had shot her assailant from the night before, realizing that Chadwick's driver was the man who had tried to kill her.

Carter asked for more information and they learned that the driver was Rufus Hunt, a former soldier who had been dishonorably discharged and was now the head of security at the Arena Club. Carter mentioned that as the chief of security he probably had access to all kinds of information about the dishonorable activities happening in the club. Worried about the combat skills of Hunt, Carter wanted to avoid a direct encounter. Jarvis came up with a tranquilizer rifle he sometimes used to control the animals of Howard Stark.

Carter and Jarvis went to the house of Rufus Hunt. Carter went around back to confront Hunt as Jarvis pretended he was a policeman trying to arrest Hunt, knowing that he would attempt to escape out the back garden. As Hunt ran outside, Carter shot him with a tranquilizer dart strong enough to bring down a rhinoceros. However, despite the strength of the tranquillizer, Hunt was able to keep upright.

Carter fought him but Hunt threw her to the ground and grabbed her in a chokehold. Unable to escape his grasp, Carter managed to stab him with another tranquilizer dart and Hunt passed out. Carter and Jarvis stashed him in the trunk of her car; however, Hunt was still conscious and punched Jarvis, forcing Carter to hit him with the gun. As she shut the trunk, she noticed Hunt had stabbed Jarvis with a tranquilizer dart; Jarvis toppled to the ground as she watched.

Carter drove back to Howard Stark's Estate with a sleeping Edwin Jarvis in the backseat and an unconscious Rufus Hunt in the trunk. As she reached the mansion, she noticed Daniel Sousa waiting for her. Hoping he would not notice Hunt and Jarvis, she walked towards him. Sousa told Carter he had a file on Whitney Frost for her. Carter took it and tried to convince Sousa to leave; however, he became suspicious at her brush off and moved towards her car, asking Carter what was wrong with Jarvis. Carter explained that Jarvis had drunk too much, though Sousa did not believe her. Sounds came from the car; though Carter tried to claim she had captured a possum, the sounds became words and Sousa learned Hunt was locked in the trunk.

Carter and Sousa argued about Hunt inside the estate. Carter feigned shock that kidnapping was a felony, as Sousa told her that she should have at least requested backup. Carter told him she wanted to keep him out of this, citing she had messed up his engagement and did not want to mess up the rest of his life. Sousa ignored her, stating he was already involved.

#### Questioning Rufus Hunt

Carter and Daniel Sousa questioned Rufus Hunt in a boiler room of Howard Stark's Estate. Hunt refused to negotiate with Sousa as Carter prepared an injection. Carter listened as Hunt told Sousa that he had been tortured by the Japanese during World War II and would not tell him anything. Sousa ceded the interrogation to Carter, who told Hunt she would not torture him. Hunt mocked her, saying there were lines she would not cross. Carter replied that she would not torture Hunt due to a lack of time; injecting Hunt with a substance. Carter claimed that the substance was malaria, and left Hunt to consider his options. Carter and Sousa withdrew; he asked what she had given him and she replied that it was a fast onset cold. Carter asked Sousa if he wanted tea as she waited for Hunt to cave.

Carter's deception worked and Hunt begged for the antidote, telling Carter and Sousa that the Arena Club was a front for the Council of Nine, a group of influential men he claimed had their fingers in everything from assassinations to bank crashes. Carter asked for names and was shocked by the familiar men. Hunt told Carter that she would never defeat the Council. Carter asked for more information, and Hunt revealed that the Council recorded their meetings and everything she needed was on tapes in the Arena Club. Carter and Sousa left to plan an infiltration.

Carter and Sousa gathered the SSR agents, ordering them where to enter the club. However, as they planned, they were interrupted by Vernon Masters, who stopped Carter and Sousa, telling the pair that his men were taking over and also auditing their past cases. As Carter complained, Masters revealed he had an order direct from Washington, D.C. Masters told Carter he wished to speak with her in private, and she led him to Sousa's office. Carter listened as Masters complimented her, then interjected, trying to convince Masters to help her take down the Council. Masters acted skeptical and asked for her source; suddenly wary, Carter refused to name Hunt. Masters threatened Carter that though she might survive a coming wave, her coworkers could not. Carter glanced towards Sousa, afraid for him and for herself.

Carter left the office to block Masters from learning about Hunt; on the way, she was followed by Sousa, who told her he had not expected Masters. Sousa asked what her plan was, but Carter tried to exclude him from her mission. Sousa revealed that Masters had threatened him with the same speech, and showed Carter that he had saved a sample of Jane Scott's body tissue from Masters' search. Carter and Sousa continued to the broom closet and made a plan to release Hunt and let him lead them to Whitney Frost.

As part of the plan, Sousa removed Hunt's restraints and planted a listening device on him. While Carter watched from a hiding place, Sousa then pretended he was going to lead Hunt away to kill him. Hunt knocked him down and ran off, leaving Sousa on the ground. When Carter emerged, Sousa complained about taking the punch, but Carter told him it was the least he could do since Hunt had strangled her two times already.

Carter and Sousa returned to Stark's estate, where she talked to Jason Wilkes as Sousa and Edwin Jarvis listened to Hunt's actions. Wilkes told her that he was having trouble concentrating, though he could not explain why, telling Carter he felt called to let go and follow an impulse. Carter told Wilkes about her brother, Michael, who had always assured Carter that she was meant to fight. Carter told Wilkes that he had to fight and keep going until a cure could be found, lightly touching Wilkes' insubstantial arm.

Just then, Sousa and Jarvis announced Hunt had reached Frost's house, and Carter moved to hear. She waited, listening, as Frost realized that Hunt had revealed information to Carter and moved closer to him. Carter then heard Hunt scream and his frequency went dead; shocked, she asked what Frost had done to Hunt, but received no answer.

#### Infiltrating Roxxon

Carter was awakened by Jason Wilkes, who asked to show her something. Wilkes brought Carter to the vial of Jane Scott's tissue sample; Carter watched as a drop of Zero Matter exited the sample and tried to reach Wilkes. Suddenly, the droplet broke the container and entered Wilkes' body; to Carter's shock, Wilkes became substantial for a heartbeat, but his eyes became solid black before the effect wore off.

As she watched, Wilkes turned and told Carter he knew where Scott's body was being held. Carter and Wilkes woke up Edwin Jarvis, who brought a map upon which Wilkes marked a location. Carter called Rose Roberts, who told her that the location was a warehouse owned by Thomas Gloucester. Carter hung up the phone and returned to Wilkes and Jarvis; Wilkes told Carter that Whitney Frost would be trying to reach Scott's body as well. Carter and Jarvis made a plan to infiltrate the warehouse.

Carter and Jarvis arrived at the warehouse. Carter unscrewed a grate and climbed inside an air duct, asking Jarvis to follow, though he was reluctant. Crawling through the duct, the two found the room in which Scott's body was being held; as Carter prepared to climb down, she heard voices outside the room and quickly pulled the vent back up. Carter watched as Frost and Calvin Chadwick entered the room. Frost opened the container holding the body and touched Scott's skin; Carter watched as the Zero Matter inside the body entered Frost, who turned to Chadwick and told him that she needed an Atomic Bomb.

Back at Howard Stark's Estate, Carter told Wilkes what Frost had said, hoping that he would know what she was planning. Wilkes did, and told Carter that Frost would try to recreate the Isodyne Energy experiment that brought the Zero Matter in an attempt to get more powerful. Carter listened as Wilkes explained that Frost needed to have the exact same conditions; therefore, she would try to obtain an atomic bomb. Carter realized that the Roxxon Corporation were the makers of the original bomb, but did not know which Roxxon headquarters had the bombs in storage.

To her surprise, Jarvis explained that Howard Stark kept close surveillance on Roxxon, and that the headquarters in Los Angeles had the most security, therefore most likely to have the bombs. Jarvis told Carter that she would need an electronic key kept by Hugh Jones; Carter began forming a plan and left to get backup from Daniel Sousa. Carter walked into the middle of an engagement party for Sousa; she congratulated him before telling him of her plan. Sousa agreed to assist her, and Carter asked him to let her use some of the SSR's technology. She and Sousa bribed Aloysius Samberly with pie to allow her access to the Memory Inhibitor; she took the device and left.

Disguising herself in a wig, Carter entered the office of Jones, posing as a girl looking for files for accounting. When Jones entered, she played along with Jones' arrogance, acting ditsy, until he left his office. She then began searching for the key again, only for Jones to recognize her as an agent of the SSR and he returned to report her. Carter was forced to use the Memory Inhibitor on Jones several times, before finally realizing that Jones kept the key in his belt buckle. Reaching it, she left Jones unconscious and returned to the SSR.

Carter asked Sousa to include Rose Roberts on the infiltration mission. Sousa protested, leading Carter to lecture him as they watched Roberts fight a client in the Auerbach Theatrical Agency. Sousa reluctantly agreed, and the two went to the lab to get technology for the mission. While there, Carter and Sousa were confronted by Samberly, who, angered at the pair using his inventions without permission, refused to allow them access. However, Carter watched as Roberts entered and convinced Samberly to let his inventions on the mission. Carter was relieved, only to have Samberly insist on coming along. She formed a plan to infiltrate the facility using Samberly and his inventions.

Carter, Sousa, and Jarvis waited in a car outside the Roxxon building while Samberly and Roberts took out the guards. The ruse succeeded and all entered the facility, using the key Carter had stolen from Jones to operate the elevators. Carter warned the others to stay alert; Samberly activated a motion detector to help. Carter watched as Samberly disabled the locks, though she noted that now they had opened the doors for Frost and her men as well as themselves. However, Carter and her team found a room containing the bombs. While Sousa, Jarvis, Samberly, and Roberts stayed behind to work on the bombs, Carter left to confront Frost.

Carter found Frost in the building arguing with Chadwick. Carter confronted Frost, who was shocked to see her. Carter told Frost that the SSR could fix her; however, Frost rejected Carter's offer, stating she had never been so powerful. Frost moved to grab Carter, but Carter ducked and punched Frost in the face. Carter was surprised to see Frost shake off her hit. Frost reached Carter and began engulfing her with Zero Matter, but Carter managed to break Frost's hold.

However, due to pushing herself off Frost, Carter fell over a ledge. She managed to hold on to the ledge with one hand, but when Frost leaned over to touch Carter again, Carter released her grip, causing her to fall and be impaled by a steel rod below. Carter was rescued by Sousa, who brought her to his nurse fiance Violet, knowing he could not bring Carter to a hospital. Sousa and Jarvis moved Carter to the couch, where Violet examined her and assured her that the rod had missed all vital organs.

Carter rested on the couch as Sousa stayed near her. Finally, Jarvis brought the car around so Carter could return to Stark's estate. There, Carter lay on her bed as Jarvis told her that adventures were only fun if she returned from them. When Jarvis left, Carter talked with Wilkes again; they turned on the radio and listened to Wilkes' favorite song. However, Wilkes suddenly turned invisible again, to Carter's shock and sadness.

#### Desperate Measures

> "*I have a terrible idea!*"
> ― Peggy Carter
>
>

Carter called for Jason Wilkes frantically until he finally became visible again; he explained that he was being beckoned into a rift and his grip on this reality was slipping. Carter reminded Wilkes that he was a containment scientist and asked him to build a containment vessel for himself; Wilkes reminded Carter that he had no mass to be contained. Carter remembered that absorbing Zero Matter made Wilkes tangible.

Carter was in incredible pain as Edwin Jarvis cleaned Carter's abdominal wound; Ana Jarvis watched and saw the severity. Daniel Sousa then came to the estate, looking saddened. Carter explained to him Wilkes' dilemma and her plan to use the Vacuum Syringe to extract a blood sample from Whitney Frost when she attends the Congressional fundraiser Calvin Chadwick was having to which Edwin has two tickets. Carter tried to open a door and ripped her stitches; Sousa cited that Carter was in no position to approach Frost who had just tried to kill her earlier. Sousa could not think of anyone equal to Carter that could accomplish the mission; Carter then said that she had a terrible idea.

Carter, dressed as a doctor, went to Rosemary's, the front that was the prison for Dottie Underwood, and presented herself as "Katherine Wexford", Underwood's psychiatrist. The guard asked "Wexford" if she needed his company since Underwood was a difficult prisoner; she declined the offer. Underwood recognized Carter immediately and wondered why she was there, citing that if she came undercover, she must need her for an assignment as opposed to giving her an interrogation; Underwood also noticed that Carter was in pain, thus fighting in that condition would not be enjoyable. Carter told Underwood that she was there to free her for a mission and would take care of the guard, but she had to run to her right upon escape; Carter then gave Underwood a magnet strong enough to unlock the cell.

Carter then used her Sweet Dreams Lipstick on the guard and waited with Sousa outside. As suspected, Underwood ran to her left and found Carter and Sousa waiting for her; Sousa fired a net rifle and a net surrounded Underwood. Underwood asked if they expected that to hold her; Sousa then pressed a button on the side of the rifle, which sent an electrical current through the net, incapacitating Underwood; Carter then sent an extra jolt and smiled as Underwood wiggled.

#### Prepping Underwood

> "*The necklace is equipped with a tracking device so that I can monitor your location at all times. And if you attempt to move the beacon or break even one link in the chain, you will be injected with a neurotoxin which will kill you in 35 excruciatingly painful seconds.*"
> ― Peggy Carter to Dottie Underwood
>
>

Carter changed the clothes and hairstyle of Dottie Underwood while a necklace was prepared with a tracker and a neurotoxin injector. She was also given a hat with a microphone. When Underwood awakened, Carter greeted her but forgot that the Russian was under a hair dryer, so she could not hear; Carter turned off the dryer and gave Underwood her necklace and explained that if she removed it, she would die in 35 seconds from the neurotoxin.

Edwin Jarvis approached, wondering what type of weapon he would be using on this assignment; Carter corrected him that he would not have one, citing the ease in which Underwood had just removed his wristwatch, much more a weapon. Carter turned the dryer back on so Underwood would not hear Jarvis' adamant and animated protests. When Underwood was ready, Carter briefed her on her assignment to get a blood sample from Whitney Frost, but Carter became annoyed as Underwood insisted on flirting with Jason Wilkes just to annoy Carter.

#### Growing Closer to Sousa

> "*You were happy out here, and then I came and mucked up your whole life."
> "Maybe I was just fooling myself."
> "I'm so sorry. Truly.*"
> ― Peggy Carter and Daniel Sousa
>
>

While Edwin Jarvis and Dottie Underwood attempted to retrieve Whitney Frost's blood sample, Carter and Daniel Sousa stayed outside in a van to manage communications. Suddenly, Underwood's radio seemingly went dead. When Carter went to see what happened, she accidentally ripped open her stitches trying to open the door to the van.

Sousa helped her back into her seat and helped her stop her bleeding. Carter said that she would need to see Violet again to treat her wound, but Sousa said that "they'll see". When asked if everything was alright, Sousa lied and said everything was okay. However, when questioned further, Sousa revealed that Violet had broken off their engagement, much to the surprise of Carter and Jarvis, who was eavesdropping using his radio.

Carter said that she would talk to Violet, but Sousa disagreed, saying it was not a good idea. Carter kept insisting, but Sousa admitted that the reason Violet broke off the engagement was because she thought Sousa was in love with Carter. Carter was shocked at this revelation, and apologized to Sousa for ruining his life. They slowly leaned in towards each other to kiss, but were interrupted by a man being thrown out a window by Dottie Underwood above them and landing on top of their van, which knocked out all communications with Jarvis.

#### Quick Visit

As the sun rose, Carter, Jarvis, and Sousa returned to Howard Stark's Estate to show Jason Wilkes that, as far as he was considered, the mission was a success. Jack Thompson knocked on the door; Carter, who had earlier heard Jarvis tell Thompson that she was there all night, quickly put on a robe and greeted him like she had just awakened. Thompson asked her if she knew "Katherine Wexford", which she quickly denied. Thompson told her that he wanted her to return to New York City with him, on penalty of her job with the Strategic Scientific Reserve. Carter quit; Thompson told her that she was making a mistake that she would regret. As Thompson left, she told him that she would not.

#### From Famine to Feast

> "*If you are implying that I am some sort of chippy toying with two men that I respect, you-"
> "The thought never crossed my mind; however, you have gone from famine to feast with quality suitors.*"
> ― Peggy Carter and Edwin Jarvis
>
>

Later, that morning, Carter and Daniel Sousa went to the entrance of Anvil Studios and watched as Whitney Frost, dressed in black, had a press conference to mourn the death of Calvin Chadwick and his friends during a boating accident; Sousa and Carter were sure that Frost killed her husband, but did not know how or why. Sousa and Carter also decided that they would later discuss their intimate moment when time permitted.

Carter returned to Howard Stark's Estate to see everyone working hard on various projects; Ana Jarvis and Jason Wilkes worked on creating for him a containment chamber to keep him tangible, while Edwin Jarvis worked on repairing the transponder so Dottie Underwood could be located. When Carter showed more interest in finding Underwood than to the condition of Wilkes, Wilkes was clearly upset and began a tirade on how Carter sought Underwood to clear her own conscience; Wilkes quickly apologized though, citing that he was not feeling well. Later, the containment vessel was completed and Wilkes became tangible. One of his first actions was to sneak a kiss from Carter, which she passionately returned.

The signal of the transponder activated and the location of Underwood was determined; Carter and Jarvis knew that it was a trap. Jarvis demonstrated for Carter the function of the Jitterbug to assist them on the mission. On the drive to the Chadwick Ranch, Jarvis and Carter had a candid conversation about Carter having two suitors, Sousa and Wilkes; Carter explained that she respected both men, but genuinely did not know how she got into that situation or what to do to resolve it. The ride continued with less tension since Jarvis got that thought off his chest.

#### Distractions

> "*What should we do now?"
> "Well, there's only one thing to do...*"
> ― Edwin Jarvis and Peggy Carter
>
>

Carter, carrying a rifle, and Edwin Jarvis, carrying the Jitterbug, entered the Chadwick Ranch under the dark of night; Carter allowed Jarvis to act as a distraction as she knocked out the guard. Suddenly, other Maggia members began to converge on their location. Carter told Jarvis to activate the Jitterbug, but he wanted to wait for the right moment for maximum effectiveness. When he installed the code, nothing happened; Jarvis and Carter quickly surrendered.

The two were tied up in the same room as Dottie Underwood, who mocked them for their failed rescue attempt. Carter noticed that Underwood was slowly freeing herself; the two began to race to be the first one freed, as Underwood told Carter that if she was first, the results would be unpredictable. Meanwhile, as Jarvis was freeing himself, he constantly wondered what he did wrong with the Jitterbug.

Underwood used that opportunity to berate Carter for the optimism she showed concerning the Strategic Scientific Reserve; Underwood told her that the organization was infiltrated by the Council of Nine and Carter needed to act solo if she wanted herself and her friends to have any hope of survival. Jarvis freed himself first, while Carter and Underwood freed themselves simultaneously. Suddenly, an explosion was heard; Jarvis explained that he had accidentally set the Jitterbug on delayed detonation.

As they exited, the Maggia men were all unconscious. Carter noted that Underwood was in pain, but Underwood insisted that it was from the torture of Vernon Masters. Carter was not fooled; she realized that Whitney Frost was not there and that Underwood must have revealed something to her. Underwood revealed that she was a distraction; Frost had gone to kidnap Jason Wilkes. Carter and Edwin realized that Ana Jarvis and Jason Wilkes were in danger.

On the frantic drive to Howard Stark's Estate, Underwood noted that Carter looked scared. As they approached the Estate, Carter and Edwin saw Ana laying on the ground from a gunshot wound to the abdomen; the car with Frost and Wilkes sped away. Carter put Underwood in the trunk of the car and told the policeman at Waverly Memorial Hospital not to open it on order of the SSR. Inside, Carter briefed Doctor Chung that Ana was shot during a robbery, because Edwin was too shocked to speak.

When Ana went into surgery, a man ran into the hospital saying that a policeman had been killed; Carter saw the open trunk and knew it was Underwood's doing. As the sun rose, Carter called Daniel Sousa to inform him of recent events; Masters answered the phone, letting Carter know that he had commandeered the Auerbach Theatrical Agency. Carter quietly walked over to Edwin who was still in shock and gently held his hand.

#### A Reason to Stay

Noting what Edwin Jarvis said about having a reason to stay in Los Angeles, Carter went to the Auerbach Theatrical Agency and sat across from Daniel Sousa as he finished the paperwork on the Isodyne Energy case. Sousa then began to criticize how Carter acted during the case, saying that, as her superior officer, he had the right to do so. Carter realized that Sousa was no longer her superior officer and kissed him passionately. Though surprised, Sousa laughed; then he returned a passionate kiss to Carter. Carter decided to use more vacation time in order to stay in Los Angeles for a while longer.

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

#### Zodiac

> "*Agent Carter, it is my honor to inform you that you are going to run S.H.I.E.L.D. And I'd also like to assist you in carrying your personal items down to your car."
> "Thank you, Agent Flynn, but as has always been the case, I don't require your help.*"
> ― John Flynn and Peggy Carter
>
>

Carter eventually moved back to Brooklyn, New York City, continuing to work with the Strategic Scientific Reserve. Carter was stuck in an office run by John Flynn who patronized her and only used her for code-breaking and analysis, believing that, as a woman, she should not be sent into the field.

Three months into her work there, after all of her fellow agents had gone out for drinks, leaving her alone in the office, she received a call directing her to the location of the Zodiac and requesting agents to retrieve the substance. Carter used the absence of her co-workers as an excuse to take the mission, and traveled to the Zodiac's location, carrying a briefcase full of field gear with her. The place was guarded by two guards who told her she could not go in. Carter quickly subdued both of them and threw one through the window. The third guard managed to get a weapon but Carter quickly took him hostage. Cuffing him to a pipe, she made him scream for help.

When two other guards arrived she ambushed them and knocked them both out with a club. Using her gun she forced the last guard to retreat and lock himself in the room where the Zodiac was stored, believing himself to be safe. Carter continued advancing and shot several holes into the door, making one large hole, and threw a smoke bomb in the room to make the guard inside pass out. Using a gas mask, she entered the gas-filled room and quickly found the vial marked with a strange Zodiac symbol

However, Carter was attacked by a huge guard in a gas mask. During the fight the guard managed to pull her gas mask off. While she was exposed to the gas the guard pinned her down and started to strangle her. On the verge of passing out, Carter managed to grab a knife from her briefcase and stabbed him. After she knocked out the final guard, Carter recovered the Zodiac and brought it back to the Strategic Scientific Reserve New York Office.

The next day at the office, Flynn admonished Carter for her actions, saying that the only reason that she was an agent was that people felt sorry for her after Captain America died. In the midst of his tirade, the office hotline rang and he was informed by Howard Stark that he was to give the news to Carter that she would be running S.H.I.E.L.D., a new organization designed to supplant the SSR.

#### Later Life

> "*You were always so dramatic. Look, you saved the world. We rather mucked it up."
> "You didn't. Knowing you helped found S.H.I.E.L.D. is half the reason I stayed.*"
> ― Peggy Carter and Steve Rogers
>
>

Carter continued working for the Strategic Scientific Reserve until 1949. During the same year, Carter personally oversaw the construction of a secret base that would later become known as the Playground. After that, Carter became the Director of S.H.I.E.L.D., working alongside Howard Stark.

Sometime after the war, Carter married a man who had been saved by Captain America and together had a son and daughter. In 1953, Carter was interviewed about Rogers and their involvement in the war. This footage was on display at the Captain America Exhibit at the Smithsonian Institution. Years later, her great-niece Sharon Carter would grow an interest in S.H.I.E.L.D., and Carter would strongly support her becoming an agent.

#### Working with Ant-Man

> "*Sometime you won't know what you're working with until you're in the moment... so you have to improvise.*"
> ― Peggy Carter to Hank Pym
>
>

In 1970, Carter was still working as Director of S.H.I.E.L.D. with Howard Stark and Mitchell Carson, based out of Camp Lehigh. On April 7 of that year, Carter had a meeting with other agents outside her office. When she asked for Agent Braddock's unit to be brought in, an agent informed her that they had been stopped by lightning strikes, much to Carter's frustration. She then told him she would look at the weather projections, which revealed to her that it wasn't lighting strikes at all, so she rushed out to break this news.

In 1987, Carter worked with Hank Pym, a young scientist who invented particles and a suit that could shrink a human being to the size of an ant, yet maintain his original strength. When a group of radicals in the Soviet-controlled East Berlin discovered a piece of old HYDRA technology, Howard Stark wanted to send an agent to Germany and stop them from reverse-engineering it.

However, Pym was unwilling to give his suit to anyone else, so Carter convinced him to go to Berlin personally. To see if the suit actually worked, she fired a few bullets at Pym, and he became small like an ant in the blink of an eye, proving he was ready for the mission. He left for Berlin later that day.

When Pym returned from his mission in Berlin, he informed Carter and Stark about what had happened there. Stark tried to prohibit Pym from being able to do any further missions, but Pym stated that the only way the organization could use Pym Particles was if he was using them. Pym then implied that he was willing to help in any future missions available to him.

#### Hank Pym's Retirement

> "*We shouldn't let him leave the building."
> "You’ve already lied to him, now you want to go to war with him?*"
> ― Mitchell Carson and Peggy Carter
>
>

In 1989, Hank Pym announced his resignation from the organization before Carter, Howard Stark and Mitchell Carson, after he had discovered that S.H.I.E.L.D. was trying to replicate the Pym Particles from the Ant-Man technology, showing his anger by slamming Carson's head onto the desk after he insulted him.

Carter and Stark attempted to convince Pym to reconsider, reminding him not to allow the death of his beloved wife, Janet van Dyne, to destroy the good work he had achieved at S.H.I.E.L.D.; however Pym refused to give up the Pym Particles for as long as he was alive and left the Triskelion. As Pym exited out of the room, Carter watched and listened as Carson advised that Pym should be restrained and not get out of the building. Carter turned to Carson and advised him not to make Pym his enemy after he lied to him.

### Retirement

> "*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.*"
> ― Peggy Carter and Steve Rogers
>
>

Before 2012, Carter had quit S.H.I.E.L.D. and retired. In her advanced age, she now had Alzheimer's disease, which forced her to stay at a retirement home in Washington, D.C.. After Steve Rogers returned from being frozen for nearly seventy years, he was given files about his allies from the 1940s, including Peggy Carter's. Thinking thought about calling her, he decided against it, afraid of her seeing him still young.

Two years after he was saved, Rogers eventually went to visit her at the retirement home where she lived. Lucidly, Carter told him that it was different world out there but after a few minutes of conversation, she suddenly completely acted as if she is meeting him for the first time since the Battle in the *Valkyrie* because in her mind, that was the last time they spoke.

### Death and Funeral

> "*I asked her once how she managed to master diplomacy and espionage at a time when no one wanted to see a woman succeed at either. And she said, “Compromise where you can. Where you can't, don't. Even if everyone is telling you that something wrong is something right. Even if the whole world is telling you to move, it is your duty to plant yourself like a tree, look them in the eye, and say, 'No, you move'”.*"
> ― Sharon Carter
>
>

Carter died in her sleep on June 18, 2016. Steve Rogers served as a pallbearer during her funeral, where she was eulogized by her niece, Sharon Carter.

## Personality

> "*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.*"
> ― Peggy Carter to Daniel Sousa
>
>

Carter was tough and resilient, standing strong whenever she was mistreated, be it by man or woman. She had a sarcastic streak, and could also become close to a select few people, such as Steve Rogers, Howard Stark, Edwin Jarvis, and a few others. Though she believed in morality, she was willing to lie if the situation called for it, including the period when she was hiding her involvement with Howard Stark from the SSR.

A loyal soldier, Carter was willing to do whatever was needed to get the job done, very nearly having Howard Stark shot out of the sky, when he was endangering the city of New York. Such sacrifices wounded her; she did not enjoy it. Being somewhat no-nonsense, Carter did not take kindly to messing about during a mission or when there was work to be done. She was also quite clever, always able to work her way out of a pinch at a moment's notice. Though her number of dear friends was slim, she was exceedingly appreciative to those she had.

## Abilities

> "*I conducted my own investigation because no one listens to me. I got away with it because no one looks at me.*"
> ― Peggy Carter
>
>

* **Master Spy**: Carter was able to infiltrate Castle Kaufmann and free Abraham Erskine with her disguise as "Eva". Likewise, she was able to flawlessly mimic other accents. She knew how to manipulate the sexist stereotypes of her time to her advantage by bringing coffee to a meeting in order to spy on it and seducing a man to gain information. She also spent time at Bletchley Park during the early years of World War II, learning code breaking skills.
* **Master Investigator**: Carter was able to solve the Leviathan case very efficiently, including deducing that the person who manipulated Stark would be one of the women he had been with, and that that woman would likely have scars on her wrists from years of handcuffing herself to a bedpost. In a lot of cases Carter was able to connect evidence or spot things that her colleagues missed.
* **Master Combatant/Martial Artist**: Carter was a highly skilled martial artist. Carter used her fighting skills to defeat Sasha Demidov before he could kill her. She was able to defeat several highly skilled agents with little effort. Despite initially being overwhelmed, Carter managed to defeat Dottie Underwood, a highly skilled Red Room assassin. Carter was also able to silently subdue the guards of the Zodiac. Carter used a direct and highly versatile fighting style; she was adept at constantly using her surroundings to her advantage. Carter was able to quickly use the weapons or clothing of her opponents against them. Highly opportunistic and able to improvise quickly, Carter could use nearly every item available to her as an improvised weapon.
* **Expert Marksman**: During the assassination of Abraham Erskine, Carter was able to kill the driver of Heinz Kruger, as he drove towards her, without fear of being hit. She chided Rogers for interrupting her shot when she aimed for Kruger. While trying to obtain Zodiac, Carter shot at a steel door multiple times hitting the same spot to create a hole large enough for the gas grenade she had planned to drop.

> "*Do as Peggy says!*"
> ― Daniel Sousa and Jack Thompson
>
>

* **Expert Tactician**: Though they were all seasoned war veterans, the Howling Commandos took instruction from Carter on how to infiltrate the Red Room Academy, following her leadership on how to divide the men and what to do in a given situation. Though both leaders of their respective branches of the SSR, Thompson and Sousa referred to Carter's plan to fight Whitney Frost.
* **Scientist**: Carter had knowledge of chemistry, knowing how to use simple household items to create a compound necessary to defuse a bomb.
* **Thief**: Carter was able to pickpocket an access card from an employee of Isodyne Energy with ease; however, she was not successful in using her Brooch Key to access Daniel Sousa's desk because he was too close to her.
* **Multilingualism**: Carter could speak and read English, Russian and German fluently.

## Relationships

### Family

* Grandmother †
* Harrison Carter † - Father
* Amanda Carter † - Mother
* Michael Carter † - Brother
* Daniel Sousa - 1st Husband
* Michael Sousa Sr. - Son w/ Sousa
* Michael Sousa Jr. - Grandson
* Gabe Jones - 2nd Husband
* Steven Jones - Son w/ Jones
* Harrison Jones - Grandson
* Daughter
* Niece
* Sharon Carter - Great-Niece

## Trivia

* In the comics, **Margaret Alexandra "Peggy" Carter"** was an American freedom fighter with the French Resistance during World War II, and her relationship with Gabe Jones was one of the first interracial relationships in comics.
* In the comics, Cynthia Glass shares many physical and biographical similarities with the MCU version of Peggy Carter, such as being a friend and love interest to Steve Rogers both before and after his transformation, and being considered his first love. However, Glass was a Nazi spy who sacrificed her life to save Rogers from the Red Skull.
* According to S.H.I.E.L.D. files, Peggy joined the Special Air Service (SAS) in 1936. In reality, SAS wasn't formed before July 1941. The file also says prior to this she served as a British Air Force Nurse from 1934-1936. None of this history has been referenced on screen only that she was a code-breaker so it should be taken as non-canon along with some other inaccurate information presented at the time due to her history not being as fleshed out when that Deleted Scene was written.
	+ Her S.H.I.E.L.D file also lists her time with the SSR as being from 1950-1985. Presumably, this was actually her time with S.H.I.E.L.D as her time with the Strategic Science Reserve was listed above this line. Whether or not it was her time with S.H.I.E.L.D it was regardless proven to be false as she was still shown to be with S.H.I.E.L.D by 1989.
	+ The file also lists her date of birth as April 9th, 1919. This was later proven to be slightly off to where she actually was born in 1921.
* Carter and Dottie Underwood shared the first same-sex kiss in the Marvel Cinematic Universe.
* Carter shares her middle name "Elizabeth" with her actress, Hayley Elizabeth Atwell.

## Behind the Scenes

* There was a planned scene for *The Avengers* where Steve Rogers reunites with an elderly Carter, but said scene was never filmed. The idea was eventually recycled and integrated into *Captain America: The Winter Soldier*. However, there is a Deleted scene in *The Avengers* where Rogers finds files about the deceased Howling Commandos and Carter. Her address and telephone number are on the file, but Rogers decides to not make a call.
* Emily Blunt was offered the role, but she turned it down.
* Kelly J. Dent, Shauna Duggins, Kimberly Shannon Murphy were stunt doubles for Hayley Atwell in the role of Peggy Carter.
* Caridad Angus and Monique Davis were stand-ins for Hayley Atwell in the role of Peggy Carter.
* Emma Lillie Lees was a photo double for Hayley Atwell in the role of Peggy Carter.