Marvel's Captain America: Civil War is a 2016 live-action superhero film produced by 20th Century Fox and Marvel Studios based on the iconic story arc by the same name. It is the overall eighteenth film in the Marvel Cinematic Universe and was released worldwide May 6th 2016.


During The Avengers Joss Whedon had borrowed a few elements from the comic arc of Civil War in regards to Captain America and Iron Man's relationship. Though he didn't adapt their violent rivalry, focusing more their inherent ideological differences and disagreements as a minor plot in the second act. This was done under the confident assumption by Marvel Studios and Kevin Feige that the Marvel Cinematic Universe would never truly do the Civil War arc in a full capacity.

In 2014 after the massive critical success of Joe and Anthony Russo's Captain America: The Winter Solider the Russos were given free reign to do essentially anything they wanted for their next movie, the end of the Captain America trilogy. Having a deep respect for the universe and its character, the Russos brought up their idea of having the third movie be based on Civil War, seeing that as one of the most memorable and important moments of Captain America's career as an Avenger. The Russos having earned the trust of Marvel Studios were open minded to the idea despite the large contractual and budgetary obligations needed to create such a film. Marvel Studios as well wanted to produce another popular film along the lines of The Winter Soldier and heavily encouraged contract negotiations with Robert Downey Jr. as well as the majority of the Avengers and Iron Man supporting casts. Making it one of the largest non-Avengers MCU films to date.

Captain America: Civil War was eventually announced at comic con summer 2015 as part of the Phase 3 line up slated for a May 2016 release date. The Russos assuring the fanbase that even though they would be adapting heavily from the comics, the movie would still act as a Captain America film above all else and continue the plot threads left over from The Winter Soldier. Including the whereabouts of Bucky Barnes and the remnants of Hydra. It was also confirmed that Daniel Brühl was cast to join the film as its main villain, Baron Helmut Zemo, who teased in interviews that he would be a recurring menace in the Marvel Cinematic Universe after his Civil War appearance.


  • Chris Evans as Steven "Steve" Rogers/Captain America
  • Daniel Brühl as Helmut Zemo/Baron Zemo
  • Frank Grillo as Brock Rumlow/Crossbones
  • Robert Downey Jr. as Anthony "Tony" Stark/Iron Man
  • Scarlett Johansson as Natasha Romanoff/Black Widow
  • Jeremy Renner as Clinton "Clint" Barton/Hawkeye
  • Anthony Mackie as Sam Wilson/Falcon
  • Elizabeth Olsen as Wanda Maximoff/Scarlet Witch
  • Aaron Taylor-Johnson as Pietro Maximoff/Quicksilver
  • Paul Bettany as Vision
  • Chadwick Boseman as T'Challa/Black Panther
  • Tom Holland as Peter Parker/Spider-Man
  • Sebastian Stan as James Buchanan "Bucky" Barnes/The Winter Soldier
  • Cobie Smulders as Director Maria Hill
  • Rebecca Hall as Bethany Cabe/Rescue
  • Don Cheadle as James "Rhodey" Rhodes/War-Machine
  • Paul Rudd as Scott Lang/Ant-Man
  • Evangeline Lily as Janet Van Dyne/The Wasp
  • Emily Van Camp as Agent Sharon Carter
  • Adrian Pasdar as General Glenn Talbot
  • Gwyneth Paltrow as Virginia "Pepper" Potts
  • Danai Gurira as Okoye
  • Kerry Condon as Friday (Voice)
  • Clark Gregg as Agent Phil Coulson (Cameo)
  • Afre Woodard as Mariah Dillard (Cameo)
  • Marisa Tomei as May Parker (Cameo)
  • John Slattery as Howard Stark (Flashback)
  • Hope Davis as Maria Stark (Flashback)
  • Thomas Kretschmann as Heinrich Zemo (Flashback)


The film starts in SIBERIA 1991, Heinrich Zemo and his son, Helmut, arrive at a secret Hydra Workshop. Heinrich tells Helmut to pay close attention as one day it will be him giving the orders. Zemo walks inside and is greeted by the guards until opening a cryo-freezer containing the Winter Soldier inside of it. They thaw him out and as he awakens the Soldier asks what must be done. Heinrich tells him S.H.I.E.L.D. has been rapidly progressing its influence around the world, getting too big to control. Hydra needs him to sway the political climate in their favor again, take them out. It then cuts to FRANCE where The Winter Soldier shoots a car off the road and slowly walks toward it, he then stops in his tracks and proceeds to twitch and slowly put his gun away. Bucky then shuts his eyes and tries to fight his brainwashing until his face reverts to a somber tone and he quickly takes his weapon out again completing his objective.

In LONDON present day, Steve Rogers is shown crying being one of the bearers for Peggy Carter during her funeral. Her niece, Sharon Carter, comes up to give the eulogy going over her aunt's life as a founder of S.H.I.E.L.D. and a hero in both England and America. Sharon goes on to say that Peggy grew up in a time women weren't appreciated to the extent their male counterparts were, but that wasn't enough to stop Peggy. She was always determined to do what was right and never gave up, planting herself like a tree no matter the odds for the sake of justice. In the wake, Phil Coulson asks Steve how he's holding up and he says how he thought everyone he knew was gone when he got out of the ice... she lived a long life and he got to say goodbye, that's all he could've ever asked for. Coulson pats him on the back and Steve walks over to Black Widow and Falcon. He hugs Natasha and she says that she's proud of him for staying so strong. Steve responds asking if there was any news these last few hours and Sam Wilson tells him there's never a dull moment, a distress signal in Seoul reporting a Hydra squad lead by Crossbones. Natasha tells Steve if he wants to sit this one out she and Sam could handle it on their own, but he says he wants to go. Helping other people is exactly where he needs to be.

Act 1

In SEOUL, Falcon is undercover along with Captain America and Black Widow using his personal drone called Redwing to spy on the Hydra Agents. When Steve sees them prepared to perform their heist on the U-GIN Genetic Research Facility, Captain America leads Falcon and Black Widow into battle. The three of them all work together to fight off the Agents and stop the heist until Brock Rumlow in his Crossbones equipment comes out and one shots Black Widow and Falcon. He goes after Captain America who's able to fight him. Rumlow taunts Steve by claiming he got promoted and choose his own name and costume as a head of Hydra! Captain America overpowers Crossbones and tells him it's over, he's the last last head, he lost. Crossbones responds by saying that Hydra is getting bigger everyday, it doesn't matter if he won this time, someone else will always be willing to take up the cause, he'll make sure of it. It then shows the Winter Soldier break into the U-GIN lab, stealing multiple catheter bags full of different serums and then proceeding to shoot Captain America. Crossbones then runs inside revealing himself to be wearing a bomb vest and the Winter Soldier is about to press the detonator. Black Widow, Falcon, and Captain America regroup but don't engage the Winter Soldier as to not provoke him into pressing the detonator. Steve tells Bucky that he spared him back in D.C. and he knows there's still good in him, to please not do this. The Winter Soldier begins twitching once again as he did in 1991 but once again regains focus and casually presses the detonator. Crossbones blows up the entire lab murdering hundreds of innocent civilians before escaping. Steve, Natasha and Sam are all horrified at the disaster and Cap tells Falcon to get help now.

It then shows Tony Stark as a teenager where his parents, Howard and Maria Stark, are leaving on a vacation to Europe. Tony proceeds to make a snide remark about how they wouldn't want to stay home on Christmas and Maria apologizes while Howard quips back he should be loving this since now he can party and sleep around without curfew. They begin to leave and Tony instantly changes his behavior telling Howard and Maria how much he loves them and knows they only want what's best. He'll try harder while they're away. Maria hugs her son and Howard responds telling him he's glad to hear to it and to keep them posted. Suddenly, the entire room begins disappearing revealing it to be a simulation invented by the modern day Tony Stark who's revealed to be giving a conference at M.I.T. in BOSTON on his Binary Augmented Retro-Framing technology. That in reality he insulted both his parents with words he doesn't want to repeat just before they died. But B.A.R.F. allowed him to hijack his brain and change how he remembers their last conversation going. That right now it's still in the testing phases but that he hopes it can someday land in the market and help millions with processing grief. That he knows he's done some terrible things with his technology over the years, Ultron is on his conscious everyday. That he wants to be remembered when he dies as someone who helped the world, not hurt it.

Everyone applauds as Tony exits the stage. Pepper begins going over their plans for the rest of the night until Bethany Cabe gets his attention, claiming Steve Rogers is calling for him. Tony asks what he wants and Cabe explains there's been an accident. All over the news there are reports of what happened in South Korea where people are afraid of Hydra and angry and the Avengers for not doing more to stop it. In NEW YORK at the Upstate Avengers Facility Scarlet Witch, Quicksilver and Vision are being trained by Hawkeye. Clint praises Vision but scolds Wanda and Pietro for not putting their all into it. The twins are in their room at the facility where Quicksilver rants to his sister about how unfair Hawkeye is being. That they survived on the streets of Transia which taught them everything they need to know, they're being treated like children. Wanda responds that she agrees, but that being with the Avengers is good for them, better than their old lives as globe trotting vigilantes. Vision then phases into the twins room and Pietro sternly tells him they talked about this, he can't just walk through walls like that. Wanda stands up for him though claiming the door was open and it's not a big deal. Vision says that he's aware it's not proper social etiquette but that they're all instructed to come to the boardroom to discuss something important with S.H.I.E.L.D. involving a recent mission gone weary.

Captain America is at the facility and Sam says he shouldn't beat himself up over what happened, it was no one's fault. Steve tells him he knows, it's just that he thought with what happened during the uprising... one of these days he'd get some good news. Bucky surrendering from Hydra and getting rehabilitated. Sam says he talks about him all the time, that he wishes he could've met him. Steve smiles and then continues on claiming to Wilson that he and Bucky knew each other since they were kids. He wasn't just his friend, he was his brother. They both enter the boardroom with the other Avengers and Tony tells Steve he knows exactly what he's going through and he's got his back. To just play along and all of this will blow over. Scarlet Witch and her brother sit down with Wanda asking Black Widow what's going on and Natasha responding that she doesn't know either. Director Maria Hill soon comes in and thanks everyone for coming, that as they are all well aware morale for the team has been at an all time low after everything that happened with Ultron. But that this recent incident in Seoul is the pebble that broke the camel's back, Hydra and the Winter Soldier are one of the greatest threats to humanity S.H.I.E.L.D. has ever faced, and people don't trust the Avengers to protect them.

Falcon asks what she means and Director Hill puts down a stack of documents called the Insight Accords. They allow S.H.I.E.L.D. to target anyone associated with Hydra instantly. No trial, no warnings, no rights. Over a 107 countries have signed it and if the Avengers do too, this can be their one chance at finally cutting off all of Hydra’s heads for good. Scarlet Witch asks what happens to people like her and Pietro. Hill says due to their indirect involvement with Hydra intensive background checks and questioning will need to be done once the Accords are put into action. Everyone is silent until Tony says he fully supports this, that between stealing the Heart of Knowledge to this Hydra is getting too big to control, and he knows from experience the best hands to deal with it are not always their own. Captain America proudly states that he couldn’t disagree more. That he wants to stop Hydra just as much as they all do, but that this doesn’t sound like the steps towards freedom, it sounds more like a worldwide Martial Law against good men who just happen to be tricked or forced into fighting for the wrong side.

Tony asks if Steve is seriously going to stand up for the same people who blew up the entire U-GIN building in Seoul. The Captain tells him he's not standing up for them, just acknowledging diplomacy matters. Tony responds saying that sounds dangerously arrogant thinking that they can just talk all of Hydra out of being terrorists, asking him how well that worked with Crossbones. Black Widow brings up if these Accords were implemented thirty years ago she might’ve been killed by them for being an assassin for the Red Room. Even when she was at S.H.I.E.L.D. the remnants of McCarthyism were still apparent, these laws are walking a really dangerous line. Hawkeye tells her this is different than the Cold War, Hydra isn't some competitor to S.H.I.E.L.D. they're a menace to every country on Earth. We've tried every which way to stop them but they just keep coming back stronger. Tony thanks Clint for that saying it seems like he's the only one who remembers what happened last year. Quicksilver then calls him out saying just because he made a mistake with Ultron they all have to suffer for it with this nanny state. Bethany quickly comes in to defend Tony from Pietro's accusation and everyone starts arguing until Vision requests that they all calm down, this is merely a discussion. Captain America agrees and asks the Director how long they have to think it over. She says a week, they'll be a United Nations meeting then and she hopes the Avengers will be on S.H.I.E.L.D.'s side. As the Director leaves Quicksilver sarcastically tells her thanks while flipping Maria his middle finger.

Tony Stark leads her out while insisting he’ll get them to come around, that Earth’s Mightiest Heroes still have rose tinted glasses about how the world works. Agent Hill requests that he keeps the twins in close proximity until they get a say on if the Accords pass or not. Going on how the Avengers aren't actually the only ones who didn't like it. In BERLIN at the Zemo Estate, Helmut Zemo who is now an adult and the Baron of Hydra is watching a WHiH News report of King T'Challa of Wakanda rejecting the Accords vehemently insisting they would violate his country's strict isolationist policies. Two Hydra guards come in and inform Zemo that the serums were successfully acquired from U-GIN and the Baron adds on but at a cost. He then calls The Winter Soldier on his tablet and he picks up while undercover in BUCHAREST. He asks what he needs and Baron Zemo says the United Nations and S.H.I.E.L.D. plan on taking extreme action to root out what remains of Hydra, he must deal with this before any of their plans can proceed. The Winter Soldier says it will be done and hangs up. Zemo then comments to his servants how he envies Crossbones and Winter Soldier being able to fight, saying how boring it is being a Baron, he didn't ask for this job and wishes he could still serve in the field. One of his servants simply asks what's stopping him.

At the Upstate Avengers Facility, Bethany and Sam start arguing the merits of the Accords. Vision makes the observation that in the time since the Battle of New York the amount of world ending threats has gone up exponentially, and perhaps the way the world has changed means that drastic action such as the Insight Accords are more necessary than ever. Captain America asks if he thinks they're not doing enough. Vision rephrases stating that subtly may no longer a viable option. The arguing continues on until Tony Stark gets up and says that he used to his life carelessly ignoring everything around him, and then seven years ago everything caught up to him. He stopped making weapons because of it, this is the same thing. The world is taken hostage by Hydra just like he was with the Ten Rings. Black Widow says how it look to her like he's going right back into weapon's development all over again. Those too were sold only with the means to stop terrorism. Tony says and the reason they went into the wrong hands was because of criminals like Hydra. He also points out the hypocrisy of Natasha who's worked for S.H.I.E.L.D. as long as he can remember is now going against them.

Scarlet Witch in another room is using her telekinesis to lift objects until she hears something and moves a knife to the door, only for the camera to reveal it's Hawkeye who says he just wants to talk. Wanda asks him what he wants and he tells her that he knows she and Pietro aren't too crazy about the Accords. Wanda tells him it's not just that, they've dealt with politics their whole lives in Transia and once they joined the Avengers, they thought that life was behind them. Clint insists that he understands but to just know this only has to be as bad as they make it. Maybe the Accords will be implemented maybe they won't, her brother is too hotheaded to understand, but he wants her to know that half the battle is how you take your aim. Wanda thanks Clint and says she'll keep it in mind. Hawkeye then tells her she reminds him of his daughter and to consider that her daily lesson on how to be an Avenger. Steve is reading the fine print of the Insight Accords until Natasha comes in and kisses him, saying it's been a long day.

Cap responds it's feeling a bit better with her around. Black Widow smiles and says Tony is stubborn as a mule and Hill isn't going to back down either. Their only hope is the United Nations. Steve says he wishes he could just agree to this, but something doesn't feel right. These Accords, even after everything Hydra's done, when he sees a situation pointed south he can't ignore it. Black Widow responds that's because he's a good person who always does the right thing. They then kiss more and Natasha eventually straddles him, telling Steve she wants to do something for him. Something he should've done a long time ago. They get onto a bed and the Captain says he doesn't know what he's doing but Natasha insists she'll show him. In MANHATTAN at the United Nations summit, Rhodey is talking to Pepper Potts both of them exchanging awkward stories of friends they had in the government and Stark Industries who turned out to be Hydra.

Act 2

Rhodey then greets Captain America who sits next to Sharon Carter. He asks her for the rundown and Sharon explains they're going to go back and fourth for a little bit and then the UN is going to see it as too controversial to implement. Everyone is walking on eggshells because of what's happened with Ultron, they're not going to risk pissing more people off. Steve says he hopes she's right and the moderator announces the debate is to begin. It starts with Georgia politician Mariah Dillard who announces her full support for the Accords citing that her home city of Atlanta has a sizable number of enhanced people in its districts, if Hydra wanted they could turn the whole city on its head. King T'Challa goes to the podium after and brings up how S.H.I.E.L.D. was infiltrated by none other than Hydra two years ago and asks what laws like this would do in the hands of the very criminals it's supposed to stop. He will not let Wakanda be open to such risk. Outside, the Winter Soldier begins getting ready for his attack and opens fire on the meeting. Two bullets hitting into T'Challa as the people start to panic. In the chaos, Captain America chases after the Winter Soldier. Director Hill and Sharon Carter go to help T'Challa who is surprisingly unharmed from the bullets.

The Winter Soldier has too big of a lead on Cap and manages to get into his Helicopter but Steve with his superhuman strength grabs the Helicopter and prevents it from flying away. After forcing it to land the Helicopter breaks into pieces and Captain America is told to stop by armed police officers and freeze where he is. Steve responds by jumping off the rooftop and while free falling through the air is saved by a man in a homemade costume gliding on a web. He puts Steve down and Captain America thanks him but the man is starstruck, saying how he's a huge fan and takes his mask off claiming that he's Spider-Man. Meanwhile, the Winter Soldier gets up off the ground until War-Machine flies down and arrests him. Outside the United Nations Building, T'Challa is walking until Rhodey goes up to him and says they captured the Winter Soldier. The King responds that's good to hear that, but ultimately he must delay his return to Wakanda because of this. He has seen many cruel tyrants in his time as ruler but that man is not one of them. Every Hydra has one head above the rest, it must be cut off in the way it has always been, through honorable combat, proving the Accords unnecessary. It then shows Zemo, undercover overhearing the whole ordeal before calling his Hydra soldiers telling them to keep an eye on this entire situation.

Peter Parker Is walking through the hallway of his Queens apartment before entering inside. Once there, he gives Steve Rogers a New York Pizza for lunch and asks the obvious question, why was he running from the cops. Steve explains that a friend of his is caught up in a bad situation and he has to help him. Peter then asks why he can't get the rest of the Avengers to help and Steve responds that it's complicated. Parker says back if Captain America ever needs someone watching his back, he's actually kind of a superhero himself, his name's Spider-Man. Steve gives him advice that he shouldn’t give his identity away just like that, saying that an unregistered vigilante like him could get in serious trouble if the wrong people caught on. Peter says that he knows, he's new to this crime fighting thing and only has time to do it between homework breaks. Steve then realizes how young he is and asks why someone his age would be doing this.

Peter mentions on a school trip he was bitten by a radioactive spider and got amazing abilities from it. Shooting webs, sticking to walls, sensing danger before it even happens. Captain America comments that he thought webs came out of Spider's butts, but Peter corrects him saying it comes from their abdomen. He continues claiming that he was a small nerd his whole life, but that the spider made him stronger than the whole football team combined. Steve asks him why he doesn't want to play then and Peter says he did! He wanted to be an athlete... do the things he never could. But that when you don't use your powers for the right thing, and bad stuff happens, it happens because of you. With great power comes great responsibility. Steve tells him he lives his life by that everyday. Peter says that he knows, he used to collect his old comics and read them all the time when he was little.

Soon May Parker comes in and tells Peter that she's home. Peter informs Captain America that's his Mom! Steve asks if she knows and he claims nobody does but him, and if she finds out she’ll freak. He needs to hide in the closet. Peter lets him in quickly while moving a box out of the way and a few random gizmos drop out. Parker tells Steve that those are some suit upgrades he's working on. The old costume he saw is kind of a work in progress. Cap picks one of them up and is impressed, saying he gives Stark a run for his money. He then shuts the closet doors and May walks in. Telling Peter about her day and he acts jittery trying to shut down the conversation and get her to go away. May asks him if he's okay... Peter is silent and May claims she knows it's been hard for them since Dad died, but if he wants to talk about it she's always here. Peter says that he knows and May leaves to give him some space. Steve walks out of the closet and Peter now melancholy says to always appreciate your loved ones when you have them. Steve is touched by this and says he shouldn't have dragged him into this, that he'll leave out the window. Peter exclaims it was nice meeting him and Captain America claims that he likes the name Spider-Man, thinking that it could catch on one day.

On the sidewalk Steve eventually calls Black Widow. Who picks up and says how happy she is he called, that S.H.I.E.L.D. is more crazy than ever about pushing the Accords, everyone is really mad at him for running after Bucky like that. Cap says he doesn't want to put the Avengers through this. He'll come back and they'll sort this out. At the lobby of Avengers Tower Steve walks in and is confronted by General Glenn Talbot. He says how Steve should be arrested for obstruction of justice, but S.H.I.E.L.D. and Tony Stark both seem to have a lot of faith in him. Sharon Carter explains how they're willing to come to a compromise on the Accords, they're testing something new with the Winter Soldier at Camp Hammond in Stamford, Connecticut. If it works it'd make a solid case against what those documents are suggesting, Steve says that he can't wait. At the Upstate Avengers Facility, Vision is cooking and Wanda recognizes the scent. Vision claims he spoke to Clint about feeling concerned about everything that's been happening and wanted to make her favorite meal to help "lift her spirits".

Scarlet Witch claims she knows a good spice for this and can get some from the grocery store, but Vision blocks her way bluntly saying he cannot let her do that. Wanda asks if he's not letting her leave and he tells her it would be unwise to do so. She backs down and begins walking back to her room until Vision says that no one dislikes her, they can't help but be afraid of what they don’t understand. Wanda claims that not a day goes by she wishes her and Pietro never got taken by Hydra, he gives her the analogy how he doesn't know what the Infinity Stone in his head is, but that despite its dark past accepts it as a part of him. Those who designed the Insight Accords might not trust what she is, but that doesn't mean Wanda must feel that way about herself. There are many who see what she as something... beautiful. The Scarlet Witch smiles and thanks him for making this for her, how despite everything that’s happened, he's always made her feel at home in this cold place. Vision says he'll look in the pantry to see if they have any wine to compliment her meal. He walks inside and Pietro quickly runs in there telling Vision to stop it.

Quicksilver insisting that he knows Vision is developing feelings for his sister. The synthezoid claims he has a close bond with her, yes, but if he's worried those feelings could turn romanic to remember that he has no actual genitalia. Pietro warns him not to play dumb, that he knows he's more than just a robot. But that they're on opposite sides here, and to not even think about taking his sister from him. He then leaves as Vision is disturbed by what just occurred. It then shows at a psychiatrist’s office Zemo comes in pretending to be a patient. They have a session where he starts talking about how he's been feeling emotional agony everyday. Everyone thinks a person's self is defined by their experiences, but he thinks all that matters is who they lost along the way. Scars you worst than any weapon ever could, it becomes who you are. You fight for it, steal for it, willingly turn yourself in a monster. Because in the end, grief always wins. The therapist tells him they're out of time and he has to go somewhere important. Before leaving though, Helmut grabs a wire and strangles the Doctor, stealing his notes and credentials. In STAMFORD, the Winter Soldier is being detained at Camp Hammond while Captain America is sitting in the control room looking at the cameras. Tony walks in behind him and says that it's good to see him back, he suggested the alteration to the Accords. Rehabilitation efforts before incarceration, maximum imprisonment instead of termination, Steve says that it sounds like a start.

Tony comments that he hoped it would be and asks why Steve couldn't just advocate for this himself, why he would risk his career and reputation over it. Captain America insists the original documents were suggesting something immoral. If they don't hold truth and justice above all else they're no better than the bad guys. Tony asks what this is really about, why is this the hill he wants to die on. Cap stays quiet, and Tony asks him if it's Bucky. He's doing this to save his friend. Steve claims it’s not like that and Tony yells to give him a break. When push comes to shove that's where his loyalties lie. Steve responds claiming that's part of it, yes. Bucky was, is, his best friend. His own father Howard vouched for him too. Tony then sarcastically comments how he had no idea his father and him knew each other. Steve says that what's happening to the Twins and other Agents because of their pasts is wrong too, he shouldn't pretend like his side is perfect. Tony concludes saying it's a good thing they've found this compromise, nothing that happened can't be undone. King T'Challa afterwards enters Camp Hammond and Tony Stark shakes hands with him. Stark telling him he speaks for the entire government when he says he's grateful to Wakanda for not taking Bucky as a prisoner. The King says it's a small price to pay if it gives them more resources to focus on the true mind orchestrating this.

Ironically, Zemo is then escorted into the Camp by Director Maria Hill believing him to be the Psychiatrist hired to examine the Winter Soldier. In Bucky’s room, Steve is talking to him about their past life together. Bucky claims he can't remember any of it and doesn't even know what's real anymore. He thought he was only born to be an assassin, but now Captain America is telling him he was a beloved war hero. General Talbot eventually comes in and tells Steve that he needs to leave, they're going to do the examination on Bucky now. Steve wishes him good luck and goes to the waiting room with Sam Wilson. Talbot then tells the "Psychologist" to take all the time he needs. Zemo begins going over basic questions and then presses a button, which signals a bunch of Hydra soldiers outside to sabotage the wiring all over Camp Hammond. It causes the cameras to go down and the room doors to lock. Steve and Sam realize something’s wrong and begin trying to break out, but Zemo is able to unlock the Winter Soldier's restraints and orders him to get them both out of here. Bucky starts asking him about Captain America and if he actually knew him. Zemo demands he take a deep breath and close his eyes, his compliance will be rewarded.

Suddenly, the evaluation room door is forced open and Glenn Talbot comes in opening fire but the Winter Soldier punches him. Black Widow then attempts to scissor Bucky but fails, Tony Stark tries to deal with him and even blocks a bullet with part of the Iron Man suit until a mysterious warrior in Vibranium armor known as the Black Panther comes out and attacks Bucky. Captain America and Falcon try to go after Zemo, but he's able to escape. The Winter Soldier gets horribly beaten by the Panther and eventually yields to him and is sparred. Captain America eventually catches up to them with Sam, Tony and Natasha. Black Panther shortly after takes off his mask off revealing himself to be none other than King T'Challa. None of them know what to say and the King asks how the Winter Soldier got out of his bindings. Steve tells him it was the Psychologist from before, he was Hydra, probably behind everything that's been going omn. T'Challa says they must inform the Director of this.

Act 3

Captain America and Black Panther walk through the hallway to Maria Hill and before they can say anything Hill claims that Steve and T'Challa need to sign the Insight Accords right now. They tried their way and nearly cost them all their lives, it’s not a debate anymore. Captain America tells Maria that Bucky wasn’t addressed by a real Psychologist, it was a Hydra Agent who brainwashed him again. The Director though still claims that doesn't change the fact he just assaulted countless people. If Steve openly refuses to comply there will be consequences. Captain America angrily tells her then he quits, walking out of Camp Hammond. Hill then tells T'Challa that until the Accords are enacted, Wakanda has the right to handle the Winter Soldier however they see fit. Zemo, on a bench in the park looks over a picture of his father Heinrich and begins talking to him, telling how his revenge is going exactly as planned, he begins tearing up saying how he misses him and isn’t cut out for this line of work, he’s not a leader he’s a strategist. He then looks at the picture and turns it around to see a series of chemistry algorithms written on the back of it.

Falcon and Black Widow are debating about leaving like Captain America. Natasha saying that she loves Steve and won't let him fight this battle alone. Falcon asks if they were intimate together and Black Widow bluntly tells him yes. Sam rubs his forehead until they both get a text simply listing specific coordinates. At the Upstate Avengers Facility, Hawkeye confronts Quicksilver telling him that the Insight Accords are coming into effect soon and he's going to need to get ready for his evaluation in Stamford. Pietro bluntly tells Hawkeye he won't do that and Clint responds that he doesn’t have a choice. He’s an Avenger and this is the law, to remember what he taught him. Quicksilver says to make him. Clint begins to walk over angrily until Quicksilver in super speed punches in the stomach before being confronted by Vision, who says this behavior will only serve to make matters worse. Pietro claims he's wanted to do this for a long time and begins super quickly punching the Synthezoid but it does nothing, Vision than puts Pietro in a headlock and reminds Quicksilver that he can't beat him. Wanda then begins using her Telekinesis to increase Vision's Mind Stone to increase his density saying that she can. He begs her not to do this but Wanda apologizes claiming she's sorry and smashes him through the floors. Scarlet Witch then tells her brother they have to find Captain America, he's the only one who will help them now.

At a hideout in Stamford, Black Widow along with Falcon enter until being stopped by Okoye who tells them to leave or they will be executed. Black Panther though insists they're friends and lets them in, explaining that he's glad they could make it, he wasn't sure if those coordinates were too cryptic or not. Black Widow claims she forgot they don't know each other well. Falcon asks what was up with that costume back there and T'Challa explains that the Black Panther has been the protector of Wakanda passed on through generations in the royal bloodline. He inherited the Vibranium suit and title from his father, T'Chaka, before him. It then shows Captain America talking to Bucky inside who says that he's sorry for what happened at Camp Hammond. Steve tells him he was just defending himself, and then says how they want to find that psychologist, once he's in prison than they'll be able to get Bucky a chance at a new life. The Winter Soldier says how he's the new Baron named Helmut Zemo. Steve asks like Heinrich and the Winter Soldiers confirms father and son. That he kept talking about going to a Workshop in Siberia. That U-GIN has been working on enhancing the human genome. He was sent by Hydra to steal their version of Erskine's Super Soldier Serum, Banner's Gamma Radiation formula, Mutant Growth Hormone, everything. Zemo wants to throw them all in a blender to make himself the strongest super soldier yet. Steve realizes they have to go to Siberia then.

He gets up and thanks Sam and Natasha for coming. Falcon claiming they heard everything and Black Widow adds on there’s no use asking Stark or S.H.I.E.L.D. for help, which means they'll have to do this with just Wakanda. T'Challa explains that unfortunately his nation's armies won't be able to assist them in this quest. He sent them away so Director Hill thinks he had already left the country. If he tries to bring anyone but his personal Dora Milaje into this it could lead to an international crisis. Someone then calls Steve on his flip phone and he answers, hearing Scarlet Witch at the end of the line telling him that she and her brother need help. It then shows Peter Parker walking through New York until buying a Daily Bugle newspaper about Captain America "quitting" the Avengers and after reading it has a disturbed look on his face. In Camp Hammond, Tony is talking to Bethany who is apologizing to him constantly about not being there when the Winter Soldier attacked but he says it's okay, he's only got one thing on his mind and that's bringing the renegade Avengers back, Bucky's missing and the twins attacked Hawkeye and Vision. He has no doubt Steve is behind this. Bethany tells Tony he has Clint, Rhodey, Vision, her, and his latest suit to help out. Tony then says he has a few others in his back pocket.

In SAN FRANCISCO, Scott Lang and Janet Van Dyne are working in the Cross Technologies laboratory bickering to one another until Tony Stark interrupts them and tells Scott he's finally going to have his chance to be an Avenger, there's an incident in Connecticut that he needs him for, he'll explain it on the plane ride. Scott is excited to go and Janet asks if she can come too, saying that she can do everything he can, in heels! Scott corrects Janet that technically he designed her suit to be a little different and Van Dyne tells him to shut up. Tony says he needs all the help he can get, both of them should come. Janet says "yes!" and Scott awkwardly yells out asking if they'll be flying first class or economy. Back in Stamford, Black Panther is escorting Captain America, Falcon, and Black Widow through the Airport. They meet up with Scarlet Witch and Quicksilver. Natasha asks what happened and Pietro explains the situation, and what he had to do to Hawkeye. Scarlet Witch asks why they're all here and Cap goes over their plan to steal a quinjet, pick up Bucky and the Dora Milaje at the warehouse, and then go to Siberia and confront Zemo. Falcon mentions they can't afford to "dilly dally" with S.H.I.E.L.D. hot on their trail so they all have to stick together and can't be picked up one by one.

Everyone begins walking and Black Widow tells Steve that Bucky seems really lost, just like she was. He's going to make him a great man again. Cap corrects her saying that they will and the two of them kiss, Sam showing approval. Afterwards, they all start heading over to the the quinjet until Iron Man flies down along with War-Machine and Rescue. Black Panther tells them he doesn't want to fight, they claim they don't want to either. Steve tells Stark that they're going to stop Zemo, and they can discuss the Accords later. Tony responds that they've all been nothing but patient with him, but they have to face facts, his judgement is askew. War-Machine tells the Captain he knows what's about to happen and if he really wants to punch his way out of this one. Black Widow says that they never wanted any of this. Rescue responds they're tearing the Avengers apart and Falcon says they already did that when they signed the Accords. Tony insists that he's run out of patience and has the Wasp shoot blasts at Captain America as Ant-Man grabs his shield, they both enlarge and Scott hands it to Iron Man. Hawkeye then jumps out and shoots specialized Arrows that contain Cap's team in a laser field.

Captain America says he's disappointed it had to be this way and Tony says likewise. Suddenly Tony, Ant-Man, and the Wasp’s hands are webbed up and the shield taken by Spider-Man in his upgraded suit. Captain America stares in awe impressed that he came and Peter claims he heard Steve was in trouble and thought he could use another save. Wanda breaks the specialized arrows and Falcon then has Redwing locate a nearby quinjet. Tony sends his Avengers after them and the fight ensues! Captain America and his team start running before Vision stops them and lands, the rest of Iron Man’s team lines up and they go into their iconic poses before going into an all out war! Captain America vs Iron Man, Black Widow vs Hawkeye, Falcon vs Rescue, Scarlet Witch vs Vision, Black Panther vs War-Machine, Spider-Man vs The Wasp, and Quicksilver vs Ant-Man. Iron Man takes out a stun staff to try and subdue Captain America but Steve is able to break it and Tony is forced to use his blasters. Hawkeye tells Natasha that he didn't think there'd ever be a day they would be a in fight on opposite sides. Black Widow responds that it's nothing personal and shoots a bio-electric venomous blast at him. Falcon flies around the sky battling Rescue while Vision shoots down a control tower to help her.

Scarlet Witch fortunately is able to stop it from hurting Sam with her telekinesis. Also proceeding to throw objects at Vision that he's able to avoid. Eventually, Wanda gets overwhelmed and collapses only for the Synthezoid to fly down and gently hold her until she regains her composure. War-Machine tries using sound waves to subdue Black Panther but his Vibranium suit completely resists the vibrations and he scratches Rhodey's armor. Spider-Man fights Wasp inside of the Stamford terminal while Peter constantly quips to her about being the best insect related hero. On the tarmac, all the fighting continues until coming to a halt as time freezes and Quicksilver uses his super speed to quickly intervene in all the ongoing fights altering them in Team Cap's favor. It abruptly stops mid sequence when Pietro notices himself getting hit with something. Ant-Man is attacking him, but shrunk himself too small that Quicksilver can't see him or react with super speed. Pietro though is able to flick him off but Scott stops his fall by calling some ants to catch him.

Spider-Man and Iron Man fight one another with Tony telling him he's got heart but Cap is leading him down the wrong path, that he doesn't want to hurt him. Peter responds that he wouldn't stress about it, showing impressive strength by pulling Iron Man down with his web. Tony though is still able to lay him out. Black Widow and Rescue start to go at it in addition to Falcon and War-Machine. Scarlet Witch throws the Wasp with her Telekinesis but Janet uses her wings to fly into Wanda. Hawkeye then puts Ant-Man on one of his arrow heads and shoots it at Black Panther. Inside the suit Ant-Man calls over his "crazy ants" to conduct electricity and temporarily stun T'Challa. Captain America is using his shield to protect against Vision's Mind Stone beams until in the corner of his eye, the Synthezoid notices Quicksilver subtly looking towards him and reflexively shoots a beam at him instead, which manages to burn right into Pietro's spine. Causing him to become paralyzed from the waist down. Everyone then stops realizing all the destruction they're causing while Scarlet Witch runs over to help her brother.

Captain America after that finds Spider-Man and tells him to go home, he did a good job but he's done now. Falcon tells Steve that he needs leave with Black Panther right now, they'll just have to handle anything that happens. Captain America says he won't abandon the others but Black Widow says it's them who’d be in real trouble if they got caught anyway, they're volunteering. Steve and T'Challa accept their sacrifice and begin running to the quinjet taking off. Black Widow, Falcon, Scarlet Witch, and the wounded Quicksilver are then afterwards arrested and taken to THE RAFT. Director Hill says how disappointed she is in all of them, and how they’re going to have time to think about what they did in their new cells before trial. Everyone starts getting placed inside.

Later, Hawkeye asks Vision what happened back in Stamford. He claims that he was... distracted and emotional. Clint tells him sometimes he underestimates how human he is and to go get some rest, he'll make sure everything's fine here. Clint then walks down past the cells where he sees Quicksilver with metal braces around his legs while Falcon and Scarlet Witch begin yelling at him. Hawkeye responds he couldn’t have known they would be put here, and Scarlet Witch tells him he knew they would be put somewhere. Hawkeye goes to Natasha’s cell and says he knew one day he'd have to go in the field without her, just didn't expect it to be this soon. Black Widow responds if he thinks she's giving up he never knew her at all. Clint says that he knows she's pissed but Tony, Hill, they're just trying to do what's right. Clint starts yelling that he has a family! He can't just become a fugitive, he has to look out for what really matters, and he's sorry if she can't see that, he doesn't regret anything. Natasha goes to close up to her cell glass and tells him "Guess that's thirty-one pieces of silver you've got now, huh? Sleep well, Judas."

In the quinjet, Okoye and Black Panther pilot while Captain America chats with Bucky. Steve tells him a story from their childhood, where both of them were playing at his house and Steve stuffed newspapers in his shoes but his parents got mad because they wanted to read them. Then they snuck off to cony island that night and he won a big stuffed bear. Bucky looks down claiming he can't remember it, that he doesn't deserve this. He's done so many unspeakably horrible things for so long. Steve tells him that wasn't him, it was the Winter Soldier, that guy doesn't have to define him. He was Bucky Barnes his whole life and he knows that he can get that guy back. Bucky then asks what about his other friends and Captain America candidly tells him he doesn't know. It then shows outside the quinjet the mountainous terrain they're flying over is SIBERIA once again. Inside the Hydra Facility, Zemo is injecting all of the serums into a handheld splicer device that perfectly assimilates them together. The test subjects all begin sitting down and Helmut tells them let's get started.

Back at the Raft, Tony Stark walks down to Falcon's cell and tells him that both of them know this situation isn't what any of them wanted. That despite their disagreements on the Insight Accords, they can all agree the Psychologist at Hammond is a problem and Captain America shouldn't have to face Hydra alone, he wants to help. Sam is still skeptical to say anything but Tony promises he'll just go as a friend, no S.H.I.E.L.D. no other Avengers, just a job. Falcon is convinced by that and explains the man Steve's after is Helmut Zemo. That he's planning on creating some sort of advanced super soldier serum to inject himself with in a Hydra Workshop, all the way up in Siberia. Outside the Hydra workshop, Black Panther stands guard outside while the Dora Milaje enter along with Steve and Bucky. They are soon attacked by a bunch of Hydra Infantry and get knocked out, but Cap and Bucky defeat them. They then hear someone coming through the door and see Iron Man, who says how S.H.I.E.L.D. doesn't know he's here, he just wants to talk. Captain America asks what about and Tony says that he knows Zemo is more important than the Accords, and he wants to stop him. They're Avengers, this is what they do. Steve says he's not an Avenger anymore but Tony asks if that’s ever stopped him.

The three of them walk forward until entering the Workshop's main chamber and seeing all the test subjects deceased in their seats with Zemo in a purple mask behind a bulletproof door. He says how he had a knew they would come, the Winter Soldier served Hydra well, but he was cracking and would reveal everything soon enough. Captain America asks why he's wearing that mask and Helmut says this is the traditional headwear of the Zemo clan. The same family they all helped destroy. Iron Man asks what he's talking about and Helmut says when he learned his father was killed he was devastated, but that when he learned it was the Avengers who did it, the same ones who wouldn't even kill the Masters of Evil, he couldn't bare it. Steve says they didn't mean to but Zemo explains he might not have done the deed but he let it happen. Helmut explains was forced out of his quiet life into Hydra's leadership, it's a shame, because he wanted to fight his father's killers first hand. Zemo sighs and then claims mixing a dozen different serums together though, it's too much on the immune system, instant death. But that there was a silver lining to such an act of fate, for now that they're all here he can expose just how deep the great Captain America's hypocrisy goes.

Suddenly, a projector comes down plays and an archival video showing a Winter Soldier mission in France circa 1991, the same instance shown at the beginning of the film. Except inside of the car are Howard and Maria Stark, whom Bucky brutally murders much to Tony and Steve's horror. Zemo laughs saying he finally found the drop of green in the Captain's blue eyes. Bucky yells out he'll rip him apart for this but Zemo responds not today and walks out. Iron Man then looks at Steve and asks if he knew... Captain America stands for a moment before saying "yes". Tony then shoves him out of the way and begins aggressively going after Bucky. Captain America gets up and starts defending his friend against Iron Man as the three of them engage in a fight, Tony simply trying to subdue Steve but kill Bucky by any means. Steve shouts out Zemo wants this, he made Bucky like this! Iron Man simply responds that he doesn't care and continues to attack all the same.

Outside, Zemo tries to escape unaware there was one loose end he didn't account for, Black Panther, who proceeds to pounce forward and subdue the Hydra leader. T'Challa tells him that all of this pain he has caused, none of it will bring Heinrich back. Zemo claims he should inform Stark of such wisdom, he's fighting Captain America and Bucky for the death of his father as they speak. Black Panther claims he's lying and Zemo tells T'Challa he has two choices, he can either arrest him or go inside to stop the fighting. He'll gladly sacrifice himself to prove that grief motivates them all the same. T'Challa tells him he knows nothing and knocks out Zemo before running inside. Iron Man continues to attack Captain America and Bucky deep within the Workshop. Bucky is too weak to keep fighting and Steve jumps in front of him with his shield. Iron Man tells Captain America to get out of the way and the Captain responds that he can do this all day. Tony has Friday analyze Steve's fight patterns and defeats him.

Bucky uses the last of his strength to overpower Tony's arm and try to rip his arc reactor from his chest. But Iron Man blasts his unibeam right through the Winter Soldier as he falls to the ground dead. Captain America gets up and screams in agony grabbing his shield again as Tony shoots a plasma blast right at it. The Captain slowly inches his way closer until the plasma blasts explode in Tony's face and Steve picks him up throwing Iron Man against the ground. He starts beating him with tears rushing down his face using the shield to break his mask off. Captain America holds the shield up again preparing to do it again to Tony's head claiming that Bucky was his friend, Tony then sorrowfully responds "so was I". Steve keeps holding the shield up before eventually throwing it onto the ground and walking away. Tony yells out he'll never forgive him for this! He's no hero, he's nothing more than a failed experiment. Moments later after the Captain leaves Black Panther comes down and takes the wounded Iron Man to the quinjet along with the Winter Soldier's corpse, noticing Zemo had escaped. While they're flying and Tony is sleeping it off T'Challa monologues that vengeance has consumed all of them. But that he understands, for his father the King T'Chaka was murdered too, and revenge consumed him, but no longer. The Black Panther legacy will not fall as the Avengers have.

At the Upstate Facility days later, Director Hill is watching as Ant-Man, the Wasp, War-Machine and Rescue sign the Insight Accords. The Director saying they are now officially the four newest Avengers. Vision says that he looks forward to training them, claiming how going from a trainee to a trainer will certainly be an interesting experience. Ant-Man comments how he's totally going to take Cassie on a tour here one day, but Rhodey tells him no visitors are allowed. Bethany comments that it's surreal to keep calling themselves the Avengers when Steve coined the term, Janet claims she kind of likes it, it's dramatic, which is fitting for their line of work. Outside, Tony Stark is in his car with Pepper Potts who notes that his bruises look better. He thanks his wife before telling her that he's going to find Steve and Zemo one day, and when he does he's not going to hold back again. In the Raft, all of former Avengers are waiting inside of their cells until it shows Hawkeye shut the cameras off while Steve Rogers walks forward into the light as everyone smiles. Falcon claims he didn't think he would come back and Steve responds that as long as the world needs him, he'll be there.

First End Credits

Teasing Black Panther

King T'Challa is talking to Okoye who tells him that even with their refusal to sign the Insight Accords this fiasco could still lead to Wakanda getting harmful exposure. T'Challa tells her nonsense, no one outside of S.H.I.E.L.D. will suspect his direct involvement. Only an unregistered enhanced in a metal suit, they're safe. The camera then pans outside showing them stationed inside of a Panther style fortress overlooking a technologically advanced city in the jungle.

Second End Credits

Teasing Ant-Man and The Wasp

In Berlin at the Zemo Estate, Helmut has a series of purple masks placed on busts all throughout his personal quarters. He hangs up the old one used in Siberia and puts on a much sleeker, more modern variation before walking into a piste and is handed a fencing sword. Zemo begins readying himself against his opponent muttering that his next encounter is coming soon, and he must be ready. Helmut then lunges forward with elegant sword techniques.


  • Heinrich Zemo, who's death is a catalyst for a huge portion of the film's plot was killed inconsequentially at the beginning of Avengers: The Ultron Imperative.
  • Redwing in the comics is not a drone but actual bird with a telepathic connection to Sam Wilson. This was changed in the film as Falcon has much more grounded abilities within the MCU.
  • While the Winter Soldier is raiding the inside of the U-GIN building he passes by an office with the name Helen Cho on the door. In the comics, Helen Cho is the mother of Amadeus Cho or the second Mastermind Excello.
  • In the comics the "Insight Accords" are called the Superhero Registration Act. They have nothing to do with Hydra and instead decree that all active heroes must keep their true identity public and within a database. Joe and Anthony Russo changed this to give Bucky a more integral role in the plot for the film to ultimately serve as a better sequel to the events of Captain America: The Winter Soldier.
  • Bucky traveling to Romania after escaping Seoul was done by request of actor Sebastian Stan, as he was born in the country and able to speak the language fluently.
  • Mariah Dillard who speaks at the United Nations summit is an antagonist of Luke Cage who is slated to appear in the upcoming Marvel Cinematic Universe Netflix series by the same name.
  • Peter Parker in the adaptations is raised by Aunt May and Uncle Ben. They were changed into being his biological parents for the Marvel Cinematic Universe reboot as an attempt to emphasize Spider-Man's relatability. As Kevin Feige has gone on record stating he believes the addition of Peter's parents being secret agents of S.H.I.E.L.D. to go against the core themes of the character being a normal kid.
  • The location of Camp Hammond in Stamford, Connecticut was intentionally chosen as on Earth-616 that same location is where Nitro commits his most significant act of terrorism leading to the superhero Civil War.
  • Hydra's method of brainwashing the Winter Soldier by telling him to "clear his mind" and this his "compliance will be rewarded" are known trigger words used by the Faustus Method of brainwashing as seen in the second season of Agents of S.H.I.E.L.D..
  • Deadpool was originally intended to fight in the Airport battle for Team Cap. When 20th Century Fox though allowed Marvel Studios the distribution rights for Spider-Man, these plans were changed and Peter Parker hastily added to the plot with Deadpool being cut.
  • The Raft is the same supermax prison seen in The Incredible Hulk 3. It is acting in place of Prison 42 in the Negative Zone.
  • Black Widow calling Hawkeye "Judas" is word for word said by Daredevil in the source material to Iron Man during the comic Civil War story when he was being sent to prison.
  • Baron Zemo's mask in Siberia is not the same type traditionally worn by Helmut Zemo. It is much longer and cruder resembling the one worn by his father in the comics. He later puts on his tighter traditional mask during the end credits scene.
  • Captain America is believed to have died at the end of the Civil War arc, the iconic panel that shows him bleeding out was instead replicated with Bucky Barnes, who dies during the climax of the film.
  • Iron Man and Captain America recreate another panel in the Civil War arc when Tony shoots his plasma blasts and Steve blocks it with his shield.
  • The Wasp claiming to Rescue that she likes the name Avengers for sounding dramatic is a reference to the fact Janet actually coined that name in the comics, not Captain America like in the MCU.
  • In the Mid Credits scene, King T'Challa and Okoye are revealed to be in their homeland of Wakanda. Which, like in the comics, is a secluded afro-futurist society isolated from the world.
  • In the End Credits scene, Baron Zemo is practicing fencing which in the comics, is the traditional fighting style used by his alter ego Citizen V.
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