"Wars can be won by superior firepower, better tactics, and other factors outside of your control. But anyone who ever won a war did so primarily because they're soldiers were simply better than the opposition's."
Chester Arthur Phillips was born in Lancaster Pennsylvania in April of 1895, the son of a coal miner. Phillips seemed destined to follow his father into the mines, starting work there at the age of 12. However, Phillips dreamed of doing something more, which the US military offered him. Enlisting in 1913 at the age of 17, Phillips quickly established himself as a very good soldier on the frontlines. He would quickly rise to the rank of Sgt, where he would remain until the United States entry into World War I. Phillips availed himself in several battles over the course of the war (including in one battle where he was inadvertently saved by Joseph Rogers, the father of the future Captain America.) At the conclusion of the war, Phillips was granted an officer's commission and quickly rose to the rank of Colonel. At some point he was married, but never had any children.

Phillips remained in the military through the 1930s, rising to become a one-star general in 1935 at the age of 40. Phillips was always wary of the geo-political situation in Europe following the conclusion of the first World War, and thus when Hitler rose to power in Germany, he cautioned President Roosevelt to proceed with care. After the outbreak of World War II, Phillips was authorized to create the Strategic Scientific Reserve, which would eventually act as the counterpoint to the Nazi's Deep Science Division of HYDRA led by Johann Schmidt. In this position, Phillips recruited British Secret Agent Peggy Carter, industrialist Howard Stark, and defected doctor Abraham Erskine to lead Project Rebirth, designed to create an army of Super Soldiers.

Phillips and Erskine initially clashed on who the first test subject of Project Rebirth should be. Phillips asked that it be a good soldier first, someone like Private Gilmore Hodge. Erskine disagreed, preferring a good person to a good soldier, and claimed that Steve Rogers was the clear choice. Phillips attempted to show Erskine Hodge's bravery, by tossing a dummy grenade into the crowd. He was amazed however when it was Rogers, not Hodge, who jumped on the grenade in an effort to save everyone else, earning Phillips respect and reluctant approval to use the Super Soldier Serum on Rogers first.

Project Rebirth turned out to be a huge success, at least at first, as Phillips was amazed at the transformation that Rogers received as a result of the treatment. However, the victory would be short-lived as Erskine was killed by HYDRA assassin Heinz Kruger. Despite Rogers hunting down Kruger, Phillips considered the project a longterm failure, as he only had one super soldier as opposed to an army. He ordered Rogers transferred to Almogordo to try and recover Erskine's original formula (only for that order to be belayed by Senator Bob Stern, who drafted Rogers into the USO). Meanwhile Phillips took Carter and Stark to North Africa and later Italy to take the fight directly to HYDRA.

Despite superior manpower and tactics, Phillips army was outgunned at every turn by HYDRA's superior weaponry. The war was not going well for them, as evidenced when nearly the entire 107th Infantry Regiment was either killed or captured in a single operation. This disappearance coincided with Rogers' USO visit to the troops as the patriotic symbol Captain America. Rogers asked Phillips to plan a rescue mission, but Phillips refused to commit the manpower to such a risky endeavor. Against orders, Rogers drafted Agent Carter and Howard Stark to fly him behind enemy lines to attempt the rescue mission himself. Phillips lambasted Carter when it appeared as if "America's Golden Boy" had been killed in action, but was again proven to have underestimated Rogers when he brought back nearly all the soldiers of the 107th. Thoroughly impressed, Phillips authorized Rogers to have his own platoon called the Howling Commandos. He then led them on several missions throughout the course of the war to take out several different HYDRA bases. Late in the war he came into intelligence concerning the movements of HYDRA scientist Dr. Arnim Zola and sent the Commandos on a retrieve mission to capture him. Unfortunately the mission was a trap, resulting in the apparent death of Howling Commandos second in command Sgt. Barnes. Phillips interrogated Zola learning the location of the final HYDRA base as well as Schmidt's ultimate plan to launch a full-scale bombing run of the eastern seaboard of the United States. Planning a two-pronged attack on the base, using Captain America as a distraction while sending the rest of his troops and the Commandos in force against HYDRA's remaining forces, Phillips successfully took the base. However, while Rogers' assault on the Valkyrie was equally successful, the mission resulted in Captain America's disappearance in the Arctic ice.

Following the conclusion of the war, with Phillips sworn to secrecy concerning the actions of Project Rebirth and the Battle against HYDRA, the aging general was left without a war to fight. He was eventually drafted by Agent Carter, however, to be the new head of an International espionage and defense organization called SHIELD. Phillips would serve as the initial director of SHIELD and be revered as one of its founders, helping to establish an intelligence war against the Soviet Union and turn SHIELD into the foremost defense organization in the world. Phillips would continue to lead SHIELD for over two decades, before suddenly dying of a cerebral edema in 1970 at the age of 75, having been considered one of the foremost military minds of the century.

Powers & Abilities

  • Military Strategist: Phillips was one of the best military minds during World War II, outclassing Johann Schmidt and Dr. Arnim Zola's every move with the appropriate counter-move. He was also good at organizing covert operations, as he demonstrated after becoming the first director of the newly created SHIELD at the end of the war.


Phillips possessed no special abilities that made him any less susceptible to normal human maladies, though he did live a long and fruitful life. He continued to work nearly up to the day of his death of a cerebral edema at the age of 75.

Film Details

Phillips appears in the following films within the Earth-11584 continuity. In all cases he is portrayed by actor Tommy Lee Jones.

  • Captain America: The First Avenger (2011)
  • Captain America: The Winter Soldier [mentioned only] (2014)
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