Howard Stark flies them both over the battlefield in his private prop-plane. Steve surmises that Stark and Carter have a relationship and bashfully withholds his feelings for her. Just as AAA guns from Hydra begins firing on Stark's plane, Steve parachutes in, while the other two escape back to safety. Steve stealthily makes his way into the Hydra base, taking out numerous guards in the process.
Inside Johann Schmidt and Arnim Zola are manufacturing enough weapons to wipe out every capital in the world. Steve makes his way to the holding cells where he sees hundreds of imprisoned men from the 107th. He frees the men and tells them to make a messy exit. Under the leadership of the "Howling Commandos" the prisoners manage to overpower their captors, steal guns and tanks, and escape from the facility. Schmidt watches Steve by CCTV, and quickly realizes that he must be Erskine's man.
Steve makes his way through the facility and happens across Bucky, who is tied down to an operating table. There, he also notices an oversized tactical map mounted on the wall, with various marked installations. Steve frees Bucky, who is surprised to see that Steve is taller than him, and commits the map to memory. The two head up the catwalks and find themselves face-to-face with Schmidt on a retractable bridge. Rogers punches Schmidt in the face who surprisingly stands his ground.
Schmidt plays with his face, as it has apparently come free from his skull and quickly peels it away as a mask. The Red Skull stares back at Rogers and Bucky and swiftly enters an elevator. In the elevator The Red Skull tells Arnim Zola to meet him at another one of Hydra's bases and to take his car. The Red Skull escapes the exploding facility in a private plane while Zola sneaks away in Schmidt's roadster.
Inside Steve and Bucky have a huge divide to cross to their freedom. Bucky crosses a trembling, buckling support beam and manages to cross to safety moments before the beam plummets into the fire below. Left with no other option, Steve backs up as far as he can and leaps over the burning chasm. His fate is unknown as the flames engulf him.
Back at the 107th base camp, Phillips dictates a letter to his typist, telling how Rogers disappeared the prior night and likely perished during the battle. Just then Rogers arrives, with nearly 400 survivors of the 107th, leaving the base in a fervor. Rogers submits himself to Phillips' discipline for going out without orders, but is forgiven.
The news of "Captain America's" success on the battlefield is swept over the world. In London, Steve gives Phillips and Carter his best recollection of the Hydra base map and tells them that he intends to go to those bases and take them out one-by-one and wishes to recruit a team of men made up of those he liberated in Italy.
Steve meets the men (the Howling Commandos) in a bar and they eagerly accept the offer. While there all the men are surprised as Peggy enters dressed in a form-fitting cocktail dress. She ignores all the men, including Bucky, and flirts with Steve, telling him that she'd love to have a dance with him some day.
The next day Steve is summoned to the Brooklyn bunker to see Phillips and Stark. Steve is approached by a beautiful female officer who wishes to thank him for his service the best way she knows how. Peggy walks in on Steve kissing the enlisted-woman and angrily storms away. Steve apologetically follows her to Stark's lab, insisting that he gets nervous around women and asks why he should apologize if Carter and Stark have a thing going.
Stark quickly shoots down the rumored relationship and takes Steve to a table filled with prototype shields. Steve finds a plain, circular shield. Stark explains that the shield is made of a metal called "vibranium", which is lighter than steel and is vibration resistant and will absorb heavy impacts. He holds the shield in front of him and asks Peggy for his opinion. She playfully/scornfully fires a clip at the shield, which Steve ducks behind. The shield works. As she walks off, Steve passes a sketch of a uniform to Stark.
Steve dresses in red, white and blue fatigues, dons a blue form-fitting helmet and lifts the newly-colored shield onto his back. Captain America and his soldiers, including Bucky, make their way across Europe, flattening Hydra's bases one-by-one, with Rogers becoming quite skilled at using the shield as a projectile weapon. News of his exploits reach the Red Skull and Zola.
High in the Alps, Steve and his men have a mission to apprehend Zola in his personal train. Three member of the team: Cap, Bucky and Gabe Jones (Derek Luke) zip-line across a massive chasm and storm the train car-by-car. Soon Cap and Bucky are cornered by heavily armed Hydra soldiers. They narrowly defeat the soldiers, however Bucky is tossed from the train and plummets into an icy river below. Zola is apprehended.
Zola sits in a prison cell and is visited by Colonel Phillips who carries with him a steak dinner for Zola. Zola rejects the meal, impressed with the idea that it must be poisoned. Phillips shrugs and eats the meal. He tells Zola that he broadcast an easily decodable message, which has certainly been intercepted by Hydra, saying that Zola had defected.
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