This article is written from the Real World perspective Real World
Winter Soldier
Series The Avengers: Earth's Mightiest Heroes
Release Date June 20, 2012 (Australia)
September 30, 2012 (United States)
Season Number 21 of 26
Episode Number 47 of 52
Writer James Felder
Steven T. Seagle
Joe Kelly
Joe Casey
Duncan Rouleau
Director Boyd Kirkland
52 images
For the character see Winter Soldier. For other uses see Bucky.

Following Red Skull's capture, Captain America begins searching for the truth about the mysterious Winter Soldier. However, Red Skull begins one last attack. The World War II hero must uncover the truth about Winter Soldier and their unsettling personal connection before Red Skull's plans come to fruition.


During World War II in 1945, smoke billowed up near the HYDRA castle.

Sniper Spots Cap AEMH

A HYDRA soldier spotted Captain America through the scope on his rifle and prepared to pull the trigger. Behind him, Bucky ran up past two other guards. The guards turned to fire but the boy grabbed a chain and swung over to the sniper knocking him out the window.

Bucky Punches Goons AEMH

Bucky swung back in and punched the two remaining guards down. He grabbed a large wheel and spun it.

Out on the bridge, a HYDRA goon fell down the chasm as Cap brushed off his hands. Another soldier prepared his gun at the American but was crushed by the falling drawbridge. Cap winced as the man died.

Bucky stopped and stood complaining that Cap was late. The two ran inside.

In a lab, Cap looked around and saw Smart Bombs, Nerve Gas, and Germ Warfare. Bucky was creeped out by a small creature in a jar. He claimed that HYDRA had been working on this for years and any one item could be trouble for the Allies.

Cap told that was why they were there, to take down the Red Skull once and for all. The two walked out of the lab.

Winter Sees HYDRA Castle Logo AEMH

In modern times, Winter Soldier squints his masked face as he enters the ruins of the HYDRA castle. He walks forward and moves apart some vines revealing the HYDRA logo.

Sleeper Approaches Winter AEMH

He hears something mechanical and looks up shocked. An enormous foot stomps down next to him followed by another. He looks up to see a gigantic robot standing over him with a HYDRA logo on the chest.

Later at Hydro-Base, one jet approaches the S.H.I.E.L.D. base while another leaves.

Inside, Red Skull, in a green jump suit, is eating his dinner. He chews his food then notes that he is eating better than many hard working Americans, despite being a war criminal. He looks back and smiles at Captain America standing just outside his cell.

Cap Interrogates Red Skull AEMH

Cap ignores him and states that he spent years infiltrating the American government as Dell Rusk. He wants details on Red Skull's activities during that time. Red Skull dabs his mouth with his napkin claiming that only one detail matters: that his capture will not stop what is already in motion.

He claims that Cap has already lost. Cap smashes his shield against the force field and yells that he is not playing games. He demands to know what Code: Red was about and why Doc Samson and Falcon were brainwashed.

Red Skull stands and adds Winter Soldier to the list. He claims that the latter was a disappointment and that he fascinates Cap. He points out that Winter Soldier is one of the deadliest men on the planet.

Red Skull Blames Cap For Winter AEMH

Cap demands to know who the Winter Soldier is. Red Skull claims that he may not want to find the answers. He then claims that Cap is to blame for Winter Soldier.

Just then a blast occurs and alarms begin to go off. Cap shields himself from falling debris and runs off. Red Skull is left alone laughing manically.

On the deck, S.H.I.E.L.D. agents run past aircraft carrying weapons. Fires burn off to the side. A blast suddenly knocks several agents and an aircraft away. A second blast hits the tower.

Cap runs out but debris falls in front of him.

Cap Sees Sleeper AEMH

Two agents fire bazookas into the air at the giant robot that confronted Winter Soldier. It smashes its hand down on the deck and blasts out of its eyes.

An agent asks Cap what that thing is. Cap points out that it is HYDRA and likely after the Red Skull. He orders the man to guard Red Skull's cell. The agent runs off.

Cap runs after an aircraft taking off and leaps on. It takes off just before a blast hits the deck. It flies towards the robot dodging blasts.

Cap enters the cockpit and asks if they have parachutes. The pilot claims they have anti-grav packs. Cap sits down and orders the man to put one on.

Cap Flies Into Sleeper AEMH

The aircraft flies around as the pilot leaps out the back with a pack. Cap pilots the aircraft into a loop then leaps out. The aircraft slams into the side of the robot.

Cap leaps onto the robot and runs across its arm. It crashes into the ocean causing a large wave. Cap lands on the deck near some agents.

However, they are shocked when the robot's hands grab the deck and pulls itself up. Cap wonders what the thing is as it rises above them all. The robot looks down and fires.

Iron Man Teases Cap About Robots AEMH

Cap hides behind his shield but Ms. Marvel lands and takes the blast. She uses her blast to push back. Iron Man lands and teases the soldier about taking on robots by himself.

Ms. Marvel stops her attack and explains that they came as soon as they got S.H.I.E.L.D.'s distress call. She then notes that her attack did not even scratch the thing.

Iron Man flies up and fires his unibeam at it. It hits the robot's chest but it is unaffected. It then fires its eye beams at Iron Man knocking him down to the ground.

Ms. Marvel flies to him wondering if he has an actual plan. The two fly up and Iron Man tells her to attack the cannon together. They both fire at the same time as the robot. The blasts meet and stop in the middle. Iron Man tells his "piece of junk" armor to "come on."

Cap SHIELD Sleeper Scream AEMH

At first the robot's blast begins to overtake theirs, but the two push it back. The blast hits the robot but then emits a terrible sound that causes everyone to cover their ears.

The robot explodes in an enormous explosion. Debris crashes into the water.

Sleepers Have Awoken AEMH

Down below, Cap runs back to the cell to find the guard knocked out. He sees on the wall, written in fire, the words "THE SLEEPERS HAVE AWOKEN!"

At the Avengers Mansion, Tony claims that whatever the robot was there will likely be more of them. Inside, the Avengers sit around the conference room looking at a hologram of the robot's pieces. Tony notes that it was a serious piece of technology.

Tony Analyzes Sleeper Debris AEMH

He points out that Red Skull took pieces from the arm when he was the Secretary of Defense while other pieces date back to the war. He concludes that this has been a long-building project and they need to find the Red Skull to shut it down.

He uploads information from the Sleeper's transmissions to the ID cards. He states they should start in Washington, D.C., where Red Skull last operated. He shuts off the hologram and the team stands to leave.

Cap Gives Tony Look AEMH

As the team leaves, Cap tells Tony that he wants to try something different, go after Winter Soldier. He claims to have a hunch. Tony wonders what it is, but Cap simply gives him a look.

He puts his arm on Cap's shoulder saying he trusts him, but notes they have little information on Winter Soldier. He claims that Cap will need someone sneaky, underhanded, and with access to very classified files so there is only one place to start.

Fury Talks To Hill Brand AEMH

Elsewhere, Nick Fury is talking remotely to Maria Hill and Abigail Brand of S.W.O.R.D.. Fury asks his replacement how things are in his old job. She claims that she liked it better when Fury was dealing with the threat of the month instead of her.

Fury claims that he will return once his team stops searching for the Skrulls. He suggests she drink more coffee. Fury signs out.

Just then, Cap walks in wondering if he would go on one last mission with him before returning to S.H.I.E.L.D.. Fury points out that Tony must not fully understand the meaning of an undercover operation.

Cap Wasting Furys Time AEMH

Cap explains that Red Skull escaped Hydro-Base and believes that Winter Soldier is the key to his capture. Fury points out that Red Skull cut Winter Soldier loose. He feels that Cap is wasting both their time.

Fury turns to leave but Cap grabs him. He states that this is personal for him. He points out that Fury once said that if he ever needed him he could count on the man. Cap says he is cashing in that favor as he believes Winter Soldier may be someone he knew.

Fury gets angry claiming that whatever Winter Soldier used to be is long gone. He claims the man is without a country and without honor.

Fury flashes back to a time when S.H.I.E.L.D. had found a HYDRA research facility deep in the mountains. Fury took in a team to shut down the facility. Young Fury placed a sticky bomb on the wall. He turned, showing that he still had both eyes.

Young Fury Leads Team AEMH

The team was placing similar bombs. Modern Fury claims that he had a stowaway. In the past, Valentina Allegra de Fontaine was hit in the back as the group ran. Another member turned but was hit by a mechanical arm.

Fury ran into a room and saw several large robots standing over him. He stopped to examine them but ran on. Winter Soldier watched him go and followed.

Fury was fixing a bomb to a robot's leg ordering his team to move. He turned but was shocked to see them all gone, with just Winter Soldier standing there.

Young Fury vs Winter AEMH

With fifteen seconds left on the clock, Fury ran at Winter Soldier. Fury threw a punch that was blocked by the mechanical arm. He then deflected a blow then threw another.

Soon, Winter Soldier kicked Fury back. Winter Soldier landed and ran but Fury fell next to the foot with the bomb. He looked up as the bomb exploded.

Cap Fury Research Winter AEMH

In modern times, Fury claims that he lost good men that day, but Winter Soldier survived. He activates a computer showing various video of Winter Soldier including in Columbia, Afghanistan, Persian Gulf, and Moscow. He explains that nearly every conflict they have a record off includes Winter Soldier working in the shadows.

Captain America notes that some of the images were taken decades apart. Fury goes on saying that they don't know who he is or why he does not age, but says that if Red Skull is behind him he is simply an instrument of the Nazi's plan. He states that Winter Soldier is nothing but a machine.

Cap stands saying he has to know for sure. He asks if Fury will help or not.

Later, an aircraft approaches the Appalachian Mountains, where Fury's data points to. He explains that he found this through triangulating the Sleeper's transmissions with sightings of Winter Soldier.

A screen beeps and Cap looks down. He sees a point on the map and shows it to Fury.

Winter Approaches Mine Seal AEMH

Somewhere in a mine, Winter Soldier approaches a large door with a HYDRA computer protecting it. He takes a device out of his belt and inserts it into the logo's eyes. It glows then powers down.

Just then the mine begins to shake. A beam falls behind the man. He looks at the door to see a Sleeper arm slam through the wood. The mine comes down around Winter Soldier.

Cap Fury See Mine Sleeper AEMH

Outside, the aircraft is powering down as Fury and Cap walk towards the mine's entrance. They hear the thudding of footsteps and steady themselves. Ahead of them, the Sleeper rises out of the mine.

Cap points out the second one as it approaches them. Winter Soldier runs out of the mine approaching the two. Fury pulls his gun claiming that Winter Soldier is out for a "stroll" with his friend.

Just then the Sleeper blasts the two heroes knocking them to the side. It turns and follows shooting another blast. The two hide behind a rock and Fury blasts it with his gun. However, he pulls back as another blast obliterates the rock.

On the other side, Cap protects himself with his shield. They see Winter Soldier climbing a rock. Fury aims at him, but Cap stops him pointing out that Winter Soldier is trying to stop it.

Winter Scales Sleeper AEMH

They see Winter Soldier climbing the rocks firing his gun. He leaps onto the Sleeper's hand as it rises up. When the hand gets close, Winter Soldier leaps onto the robot's chest then off causing it to blast itself.

Winter Soldier lands as the Sleeper raises its foot. He throws a grenade that has no effect then leaps out of the way of the stomping foot.

The Sleeper chases Winter Soldier to the edge of the cliff.

Fury tells Cap to bring the mountain down on the Sleeper. The Avenger swings his shield at a pile of rocks causing them to fall. Fury uses his gun to do the same.

The resulting avalanches hit the robot but it keeps going. Winter Soldier continues running towards the edge and stops. He looks down as the Sleeper steps behind him. The Sleeper fires its beams at the trapped man.

Cap Protects Winter AEMH

Cap runs up and protects Winter Soldier with his shield. Winter Soldier looks up and Cap smiles at him. They then dodge out of the way of a stomping foot.

The cliff begins to break apart and the Sleeper struggles to maintain balance. Fury shoots it in the back and Cap hits it with his shield. Eventually the Sleeper goes over.

It slams into cliffside rocks then crashes into the water below.

Fury goes to the edge and sees it fall. He looks over at Cap picking up his shield.

Winter Threatens Cap AEMH

Winter Soldier approaches Cap saying that he should not have come there. Cap says he had to, and calls him Bucky. Winter Soldier raises his gun and asks who Bucky is.

Just then, Fury runs up and kicks Winter Soldier down. He asks if Cap believes him yet.

Winter Soldier tries to go for his gun but Fury tackles him back. Cap tells Fury to stop it, claiming he doesn't know what he is doing. Winter Soldier stands and picks up Fury throwing him into a branch.

Fury lands and Winter Soldier walks up to him with his gun. He threatens to take Fury's other eye.

Cap vs Winter AEMH

Just then, Cap's shield comes in and Winter Soldier grabs it with his mechanical arm. Cap leaps in and kicks Winter Soldier back. Winter Soldier flips upright as Cap approaches.

Winter Soldier kicks but Cap's shield deflects it. He throws another kick but again is deflected. Cap tries to tackle Winter Soldier who leaps over the hero.

He flips around to land in front of Cap. Cap slowly approaches saying that they fought alongside each other for years and asks Bucky to snap out of it. Winter Soldier commands him to stop calling him that.

Winter Sidekick Prize AEMH

Winter Soldier confirms his suspicions saying they were supposed to be a team. He lifts his mechanical arm saying that is his reward for their friendship.

Fury walks up but Cap stops him. He tells his former partner that he did not know he survived and claims to be able to help him. Winter Soldier claims no one can help him and states that while Captain America slept for decades the world and he moved on.

Bucky Captured AEMH

Winter Soldier flashes back. Bucky was lying on an operating table with three doctors standing over him. He cried out for Cap while they held him down. One of the doctor's attached the mechanical arm with red star to Bucky's chest to replace his missing arm.

Red Skull stood over the boy. He claimed that the hero had abandoned the boy and that he would become his new teacher so they could change the world. Red Skull then changed into Dell Rusk.

Fury Winter Argue AEMH

In the present, Winter Soldier explained that Red Skull trained him and brainwashed him to make him "as cold as ice." He claimed he was in hibernation between missions. However, Fury does not believe that. He wonders why Winter Soldier never questioned the things he was told to do.

Cap Defends Winter AEMH

Cap tries to stop him. Winter Soldier ignores him wondering if Fury has any skeletons in his closet. Cap gets between the two readied fighters.

He explain that this is the kind of thing Red Skull does. He destroys good people and turns them on each other. He claims that to put an end to this all they have to stop Red Skull.

They look around at the flaming debris of the mine. Fury walks up to Winter Soldier claiming that they still have unfinished business. Cap approaches them asking them to put aside the past for the moment. He asks his former partner where Red Skull is and what his plan is.

Winter Soldier claims to not know where Red Skull is, but claims the Sleepers are his fail safe. He points out that if his mission as Dell Rusk failed then the Sleepers would exact his revenge.

He walks over and finds the device he used to open the door and grabs it. He states that since he broke free of Red Skull's programming he has been trying to destroy all the Sleepers. He tosses aside the device.

Winter Soldier claims that he doesn't care if they believe him and doesn't care about saving them, he just wants to make Red Skull pay.

Winter Cap Fury Sleeper Scream AEMH

He kicks the door piece and it activates. It emits a sound causing the three great pain. It stops and Winter Soldier claims that wasn't supposed to happen.

In D.C., Iron Man flies around the Washington Monument as Ms. Marve waves to him. He lands near her, Hawkeye, and Black Panther. She claims that they have found nothing. She asks if he found anything from the sky.

Iron Man pulls up a holographic map saying he could not pinpoint the signal. He points out that Red Skull set up scramblers all over the city as part of a well thought out plan.

Avengers Sleeper Scream AEMH

Just then, the Sleeper's signal brings down Hawkeye, Ms. Marvel, and Black Panther. Unaffected, Iron Man looks out over the National Mall and Capitol building. He flies up and looks around.

Cap contacts him telling him to look out for trouble. He worries that another Sleeper has been activated. Iron Man thanks him.

Just then, two Sleepers rise out of the Potomac River and begin their march to the shore. Then, a third and fourth rise up and follow. Yet another arrives and marches on.

Sleepers Lincoln Memorial AEMH

The robots stomp past the Lincoln Memorial. Iron Man watches as the five robots approach. With the sound stopped, the other three stand. Hawkeye readies an arrow.

Suddenly, electricity begins emanating from the robots. One-by-one they begin to transform and some hover in place. Each one transforms into a part of a larger robot such as arms, legs, and chest pieces. They begin fitting together.

The new even larger robot stands over the Avengers. A large red skull-like head rises out of the Reflecting Pool. It hovers over and attaches itself to the body.

The robot begins stomping towards the Capital. Iron Man watches it on a video, telling Cap that he should get there quickly. He also suggests that he bring everyone with him.

Iron Man Sees Mega Sleeper AEMH

The robot looms over Iron Man even while hovering.

As the robot approaches, Ms. Marvel flies point out that it is heading towards the Capital. She and Iron Man fire their blasts doing no effect. They fly near the thing and keep firing but they do nothing.

Hawkeye and Black Panther run underneath it and Hawkeye fires an arrow embedding them in its leg. Black Panther uses the arrows to climb up the smooth surface.

He reaches the waist and pulls out two vibranium blades. He leaps up scratching it but doing no real damage. He reaches the thing's chest, but it opens up and he is knocked back as a large cannon extends itself.

Iron Man catches him then notices that it is a prototype Nova Cannon. He sets Black Panther down on the cannon pointing out that Red Skull finished his robots with American weapons.

Sleeper Cannon Aims AEMH

Black Panther watches as the cannon points right at the Capital. Underneath him, it glows as it charges. Iron Man flies in front of the cannon and prepares for it to fire.

He dodges the two blasts and watches them fly. Thor flies down and destroys one of the blasts with Mjolnir. Vision blasts the other.

Thor claims that together they will stop the machine. Iron Man is not so sure stating that even if they hold off the cannon it will likely reach the Capital soon. Ms. Marvel tells him they have to try something.

Ms Marvel vs Sleeper AEMH

She flies in front of the machine and begins glowing. The cannon fires and she grabs the energy. She struggles with it then throws it back at the thing. The blast hits the robot and it staggers. She flies at it but it waves her off.

Iron Man flies near it, pointing out that there is no way to get through the armor in time to save the Capital. He claim they need to get inside to the Central Processing Unit to do real damage.

Just then, Winter Soldier contacts Iron Man saying he needs to get close to the head. Iron Man wonders who that is, and Cap states that Winter Soldier is helping them. Fury jokes that they will get blown up.

Iron Man sees the approaching aircraft flying towards the robot's head. He orders the Avengers to give the robot all they got.

Avengers Fight Mega Sleeper AEMH

Iron Man, Ms. Marvel, Thor, and Vision fly in front of it and begin their blasts. Thor charges his lightning and tosses it at the robot. It is knocked back by the combined attacks.

Hawkeye shoots an arrow but then he and Black Panther must dodge as it stomps near them. The aircraft flies overhead.

Cap and Winter Soldier stand at the hanger door. Winter Soldier tells the Avenger that he should stay as it will be a one-way trip. Cap tells him they will do it together and no one will be left behind. The two leap out into the air.

Winter Soldier flies in front but Cap soon catches up. The robot looks up to see the two and fires. Cap protects himself with his shield as they get closer. He deflects one of the blasts back at the robot destroying its eye.

Cap Throws Winter AEMH

Cap grabs Winter Soldier and throws him into the open hole. Winter Soldier glides in effortlessly. Cap stands on his shield and crashes through the other eye.

He lands inside and grabs his shield, noting how much like the old days it felt. However, Winter Soldier doesn't seem to care the two walk down the hall.

Outside, the cannon fires another blast. Iron Man uses his repulsor beams to destroy it but is knocked back. He tells Cap that if they don't destroy it soon it will destroy the Capital. The other Avengers continue flying around trying to stop it.

Cap and Winter Soldier make it to a door and stand on each side. They look inside and see it guarded by laser trip wires. Winter Soldier claims that if they can get past it, he can disable the machine with his arm.

Cap Helps Winter AEMH

Cap hopes he remembers a move and leaps inside. Cap slides under the lasers while Winter Soldier leaps through. He lands on Cap's shield and is pushed up. Winter Soldier flies through the air firing his guns at the lasers destroying them. He then leaps through a window and lands.

Cap follows and they stand to see Red Skull at the heart of the machine, monitors showing the Avengers. Red Skull's chair emits a blast knocking the two back. They are then stuck to the wall.

Red Skull approaches his adversary saying that he was blinded by his emotions. He claims he set a trap he knew Cap could not resist by using his former partner against him. He claims that in one move he will destroy the Capital, get his revenge on Winter Soldier, and defeat his nemesis.

Red Skull Recaptures Winter AEMH

Cap explains that his destruction would not stop the Avengers. Red Skull retorts that he will not destroy Cap, but turn him into another puppet, like Winter Soldier, to be used as he wishes. He claims the two can share a long drawn out future.

Winter Soldier struggles against the wall saying he will not go through this again. He then breaks through the wall with his mechanical arm then grabs a wire.

Red Skull looks around and sees his controls shorting out.

Outside, the Sleeper powers down.

Winter Orders Cap AEMH

Cap lands on the ground and sees Winter Soldier falling. He quickly grabs him before he can fall into a chasm and pulls him up. They see Red Skull running across the walkway to his chair. Winter Soldier tells Cap to go after him.

Cap chases his nemesis and grabs him as nears the chair. Cap says he will pay for what he tried to do. Cap punches and Red Skull throws his own. Cap deflects it then throws another knocking him back.

Cap Fights Red Skull Sleeper AEMH

Red Skull lands and Cap grabs and lifts him. He punches him again for all that the Sleepers did. He lifts his nemesis and punches him once more for Bucky's sake.

Red Skull bounces off the wall, now missing a tooth, and Cap slams his shield knocking him into the controls causing them to explode.

Outside, the head begins destroying itself.

Inside, the moving head causes the room to tilt. Red Skull holds onto the chair while Cap falls against the wall. Red Skull activates a switch on the chair arm.

Avengers Push Sleeper AEMH

Outside, pieces blow off the robot. The head then rockets into the air. Thor notes that the "coward" Red Skull is fleeing. However, the robot body is falling. The four flying Avengers struggle and eventually push the robot back. It crashes onto the Mall.

Iron Man contacts Cap wondering what his status is and if they have Red Skull.

Inside, Cap stands and runs back to Red Skull, who has now strapped himself into his chair. The villain presses another button and the bridge blows up. Cap quickly grabs the remains to save himself.

He watches Red Skull drop down pulling a cord. Soon, an explosion rocks the room. He runs back to Winter Soldier, protecting himself with his shield.

Cap Saves Winter AEMH

Winter Soldier wonders what his former partner is doing. He tells Cap to go after Red Skull. Cap helps him up saying he won't go without him, that the world needs Bucky as well.

Outside, the head finally blows up. Fury flies nearby watching it destroy itself.

Avengers Capture Red Skull AEMH

The Avengers then see a man falling out with a parachute. Ms. Marvel hopes it is Cap. They fly after it as it catches on the Washington Memorial. They see it is Red Skull.

Iron Man demands to know where the others are. They all turn and watch the head crash into the Reflecting Pool.

Down below, Cap pushes away some debris and emerges, seeing Winter Soldier safe as well. Over their radios, he thanks Cap for the save noting that it was better than the last time.

Winter Leaves Cap AEMH

Cap asks him to return with him to the Avengers to get things sorted out. Winter Soldier claims he can't, feeling he needs to sort some things out on his own first. Cap claims he can't just let him go, but Winter Soldier reminds him he could never stop him from things he wanted to do.

The Avengers land near Cap but an explosion occurs between Cap and Winter Soldier. Cap runs forward and through the smoke but Winter Soldier is no where to be seen.

Cap Bucky Returns AEMH

He turns back to his team hoping that his partner finds what he needs. He starts walking back when Winter Soldier acknowledges the message, and signs out as Bucky. Cap turns and smiles.


"Quite the country you have built. Here I sit, a war criminal, eating better than most American workers. Three times a day. Is this what you call the American dream?"

-Red Skull

"You have already lost."
"I'm not playing games, Skull!"

-Red Skull and Captain America

"Why did you brainwash Falcon? Doc Samson?"
"And the Winter Soldier? Ah, a disappointment that one. He fascinates you doesn't he? One of the deadliest men on the planet and yet..."
"Why!? Who is the Winter Soldier?"
"Hmm, these are questions to which you may not want answers. But I will tell you this, you have only yourself to blame, Captain America."

-Captain America and Red Skull

"What are you!?"

-Captain America to the robot

"Haven't we talked about hogging all the giant robots, Cap?"

-Iron Man

"Didn't even dent it."
"Maybe cause you don't have one of these." [Fires unibeam and is knocked down]
"Yeah, you wanna come up with an actual plan now?"

-Ms. Marvel and Iron Man

"Tony, I'd like to try a different tact. I wanna look for the Winter Soldier. Call it a hunch."
"What's the deal, Steve?"
[Captain America gives him a look]
"Okay, I trust you."

-Captain America and Iron Man

"Things rough at the top, Hill?"
"Let's just say I slept better when you were the one being woken up at three AM to deal with the interdimensional threat of the month."
"I'll be back as soon as we wrap up the Skrull hunt. Until then, drink more coffee. Fury out."

-Nick Fury and Maria Hill

"How about one last side job before you go back to S.H.I.E.L.D.?"
"Clearly Stark doesn't get the concept of undercover ops."

-Captain America and Nick Fury

"Nick, you once told me that if I ever needed something, ever, that I could count on you. Well, I'm asking you now. Crazy as it sounds, I believe the Winter Soldier may be someone I know."
"Whatever the Winter Soldiers used to be is ancient history. He's an assassin without a country and without honor."

-Captain America and Nick Fury

"S.H.I.E.L.D. had uncovered a HYDRA research facility. I took in a team to shut it down. Except I didn't know I had a stowaway."

-Nick Fury

"I lost good men that day. But he survived."

-Nick Fury

"We don't know why he hasn't aged or who he is. But if the Red Skull's behind him, then Winter Soldier is just an instrument in Red Skull's plans now. A machine, nothing more."
"If there's even a chance that he's...I have to know the truth."

-Nick Fury and Captain America

"You shouldn't have come here."
"I had to...Bucky."
"Uh, who's Bucky?"

-Winter Soldier and Captain America

"How'd you like to lose the other eye?"

-Winter Soldier

"I fought by your side for years. I know it's you. Snap out of it, Bucky."
"Stop calling me that! Stop! We were supposed to be a team. This is my reward for being your partner?"
"I didn't know you survived, Bucky. We can help you."
"No one can help me, Rogers. While you took a long nap, the world moved on. And I moved with it."

-Captain America and Winter Soldier

"Captain America has abandoned you, little one. You have a new teacher now. Under my guidance you will make a difference, soldier."

-Past Bucky and Past Red Skull/Dell Rusk

"This is on Red Skull. This is what he does. He destroys good people. Turns friends against one another. If we want to settle this, if we want to bring an end to it, we need to stop him."

-Captain America

"Cap, you might want to hustle it down here. And bring everyone."

-Iron Man

"You are not alone, Iron Man. Together we will defeat it."
"Even if we hold off the Nova Blasts, the Sleeper will reach the Capital in approximately..."
"Have to try something."

-Thor, Iron Man, and Ms. Marvel

"Get me close to the head. I'll shut it down."
"Who is that?"
"Tony, Winter Soldier is helping us."
"Helping us get blown out of the sky."

-Winter Soldier, Iron Man, Captain America, and Nick Fury

"You should stay. This is gonna be a one-way trip."
"We do this together. And this time, no one gets left behind."

-Winter Soldier and Captain America

"Just like old times."

-Captain America and Winter Soldier

"Yes. Me."

-Captain America and Red Skull

"You let your emotions blind you, Captain. I set the one trap I knew you couldn't resist, the ghost of your dear Bucky. In one fell swoop I will destroy the U.S. Capital, repay this cretin for his treachery, and rid myself of my greatest rival."
"Destroying me won't stop the Avengers."
"Oh, I have no intention of destroying you. I will enslave you as I did him. Freeze you and use you when duty calls. That way you can both share a long, cold future. Together."

-Red Skull and Captain America

"No, never again."

-Winter Soldier

"Get him...Cap."

-Captain America and Winter Soldier

"This is for what you tried to do to my country. This is for the damage the Sleepers did. And this is for Bucky!"

-Captain America

"What are you doing!? Go after him!"
"Not without you, partner. The world needs Bucky too."

-Winter Soldier and Captain America

"That went better than last time. Thanks for the save."
"Come back with me. We can set things right with the Avengers."
"Can't do that Steve. Not yet. I need to sort things out in my head. Need to clean up the wreckage of my past. Alone."
"Bucky, you know I can't let you just walk out of here."
"When were you ever able to stop me from doing something I wanted to do."
"I hope you find what you're looking for, soldier."
"Ten-Four, Cap. Bucky out."

-Winter Soldier and Captain America


Wilhelm Scream AEMH
  • The scream from the guard as Bucky knocks him out the window is the famous Wilhelm Scream.
  • Red Skull's green prison jumpsuit is the one he usually wears in the main comics, previously seen on Red Skull.
  • Red Skull's prison dinner consists of carrots, mushrooms, broccoli, peas, chicken, mashed potatoes, and steak.
  • Red Skull claims that Winter Soldiers is one of the deadliest men on the planet. The next episode is called "The Deadliest Man Alive" and deals with another one of Red Skull's minions.
  • Captain America flying the aircraft into the robot then jumping out the back is inspired by Ultimates #1, as previously adapted in Ultimate Avengers.
  • Though not directly stated, the episode implies that Fury's own explosion is the reason for his eye patch. In the original comics, Fury took shrapnel to the eye and slowly lost his vision.


  • According to the sniper's sights, he is actually aiming at Captain America's indestructible shield rather than the man.
  • All the Sleepers' blasts come together right in front of their face to create one blast that continues. Energy doesn't bend like that. It should maintain two separate beams hitting the same target or be one source.
  • While the timer for the final sticky bomb says fifteen seconds, it goes off in eleven real seconds.
Winter Grabs Caps Shield AEMH
  • When Winter Soldier grabs the thrown shield, there is a distinct X shape in the shadows on a round object.
  • There is a complete lack of people around D.C.'s major tourist attractions.
  • When Iron Man flies towards the Washington Monument, he and the Lincoln Memorial are in focus but the Monument between them is not. This kind of focus is impossible in actual cameras and is unnatural looking.
  • The monitors in the Sleeper are actually showing footage from elsewhere in the episode. This creates several problems.
    • The Sleeper could not possibly get these angles.
    • Characters are doing things that could not possibly happen at the same times.
    • It would be very unnecessary for Red Skull to watch recorded footage rather than live.
  • On the monitors, while Red Skull says he will destroy the Capital, is footage of the five Sleepers walking past the Lincoln Memorial, before they formed the robot that he is currently in.


  • The very first scene shows "Meet Captain America" from Bucky's perspective before his introduction in the other episode. The rest of the flashbacks are taken directly from that episode.
  • Deals with the fallout of "Code Red" where Captain America first recognized Winter Soldier.
  • Red Skull claims that Captain America is to blame for Winter Soldier, referring to the events of "Hail, Hydra!" which caused Bucky to return to life thanks to the Cosmic Cube.
  • Iron Man claims that Captain America should not hog the giant robots. In "Iron Man is Born!", James Rhodes told Tony that he could use some help after destroying the Giant Robot in California.
Valentina Allegra de Fontaine AEMH


Main Actor Role(s)
Alex Desert Nick Fury
Brian Bloom Captain America/Steve Rogers
Eric Loomis Iron Man/Tony Stark
Jennifer Hale Ms. Marvel/Carol Danvers
Jon Curry Winter Soldier/James Buchanan Barnes
Kari Wuhrer Maria Hill
Rick D. Wasserman Thor
Scott Menville Bucky/James Buchanan Barnes
Steven Blum Red Skull/Dell Rusk
S.H.I.E.L.D. Agent


In the comics, Bucky was brainwashed by the Russians while he seemingly killed Red Skull. Additionally, Nick Fury knew of Winter Soldier but could not confirm his identity. Winter Soldier only regained his memories when Captain America, holding the Cosmic Cube, said to remember who he was. Winter Soldier then destroyed the Cube. The two didn't team up until they stopped a terrorist attack in London.

In the comics, there were five, not seven, Sleepers and they did not combine into a "Mega-Sleeper." They were all destroyed individually though one was constantly repaired. They were last used to attack the Hellfire Club member Selene.

The Sleepers' ability to combine into a larger and more powerful robot may be inspired by the popular Power Rangers series. This feature is original to the series.

Dell Rusk Tortures Bucky AEMH

In the comics, Dell Rusk was a cover-up for a biological weapon. The Sleepers were a separate story.

The episode is dedicated to the memory of Boyd Kirkland who directed the episode and died during the production of this season. It is the second to last directoral project of his, the last being "Operation Galactic Storm". The dedication is the same from "Michael Korvac", being used in all subsequent episodes Kirkland directed before his death.


"RotalRubble" of Marvel Animation Age felt it was another great episode that wrapped up Red Skull's arc. He did wish there was a reference to the Cosmic Cube that started all this, but felt it worked well without the acknowledgement. He did like that Captain America was given center stage as he was rarely seen in the first half of the season and the second half had been building up to him leading the team. He liked the interaction between Captain America and Winter Soldier and appreciated the end scene between the two. He liked the design of the Sleepers and the look of the final combined robot. He didn't feel the other Avengers did anything memorable though there was some memorable banter from Iron Man and Ms. Marvel. "Even though Red Skull was again defeated rather easily and I would have loved to see more of him, this was still a great episode and at this point I'll take whatever the show offers, hoping that every story-line started will get some kind of closure by the end of the series. I haven't really been disappointed by any of the episodes so far, and I'm looking forward to the next ones."[1]

Winter Soldier AEMH

Jesse Schedeen of IGN gave the episode a rating of 7.6 Good. He felt the plot was a bit flimsy as to why Winter Soldier suddenly shook off decades of brainwashing. He questioned why Red Skull would spend so spend so much time as Dell Rusk if he had the robots completed already. He did like the flashbacks to Winter Soldier's early missions and seeing a younger Nick Fury. He also enjoyed how Winter Soldier was handled with only slight differences from the comics along with a great emotional arc that left room for more. Schedeen also enjoyed seeing his new skills. He felt the final battle could have been more spectacular, but liked seeing Captain America and Winter Soldier team up again to fight Red Skull as it offered a nice counterpoint to the events of "Meet Captain America". He was disappointed that Hulk and Yellowjacket were absent from the battle as they could have made a difference for the team and audience.[2]

The episode has an 8.8 on and 8.3 rating on the Internet Movie Database.


  1. Winter Soldier Review at Marvel Animation Age
  2. The Avengers: Earth's Mightiest Heroes - "Winter Soldier" Review at IGN

External Links

The Avengers: Earth's Mightiest Heroes Episodes
Micro-Episodes "Iron Man is Born!" • "The Coming of the Hulk" • "The Man in the Ant Hill (Micro-Episode)" • "HYDRA Lives!" • "Thor the Mighty (Micro-Episode)" • "Behold, the Mandroids!" • "Hulk Versus the World (Micro-Episode)" • "The Siege of Asgard" • "Nick Fury, Agent of S.H.I.E.L.D." • "This Monster, This Hero" • "My Brother, My Enemy" • "The Isle of Silence" • "Enter the Whirlwind" • "Meet Captain America (Micro-Episode)" • "The Red Skull Strikes!" • "If This Be Doomsday!" • "Welcome to Wakanda" • "Lo, There Shall Come a Conqueror" • "Beware the Widow's Bite" • "The Big House"
Season One "Iron Man is Born" • "Thor the Mighty" • "Hulk Versus the World" • "Meet Captain America" • "The Man in the Ant Hill" • "The Breakout, Part One" • "The Breakout, Part Two" • "Some Assembly Required" • "Living Legend" • "Everything is Wonderful" • "Panther's Quest" • "Gamma World, Part One" • "Gamma World, Part Two" • "Masters of Evil" • "459" • "Widow's Sting" • "The Man Who Stole Tomorrow" • "Come the Conqueror" • "The Kang Dynasty" • "The Casket of Ancient Winters" • "Hail, Hydra!" • "Ultron-5" • "The Ultron Imperative" • "This Hostage Earth" • "The Fall of Asgard" • "A Day Unlike Any Other"
Season Two "The Private War of Doctor Doom" • "Alone Against A.I.M." • "Acts of Vengeance" • "Welcome to the Kree Empire" • "To Steal an Ant-Man" • "Michael Korvac" • "The Ballad of Beta Ray Bill" • "Who Do You Trust?" • "Behold...The Vision" • "Nightmare in Red" • "Infiltration" • "Prisoner of War" • "Secret Invasion" • "Assault on 42" • "Along Came a Spider..." • "Ultron Unlimited" • "Yellowjacket" • "Powerless" • "Emperor Stark" • "Code Red" • "Winter Soldier" • "The Deadliest Man Alive" • "New Avengers" • "Operation Galactic Storm" • "Live Kree or Die" • "Avengers Assemble!"
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