Nick Fury: Get me Agent Hill.
Fury Car: Communications array damaged.
Nick Fury: What's not damaged?
Fury Car: Air conditioning is fully operational.
Sam Wilson: 41st floor! 41st!
Nick Fury: It's not like they put the floor numbers on the outside of the building.
[about to fight a squadron of black ops]
Steve Rogers: Before we get started, does anyone want to get out?
Steve Rogers: Attention all S.H.I.E.L.D. agents, this is Steve Rogers. You've heard a lot about me over the last few days. Some of you were even ordered to hunt me down. But I think it's time to tell the truth. S.H.I.E.L.D. is not what we thought it was. It's been taken over by HYDRA. Alexander Pierce is their leader. The S.T.R.I.K.E. and Insight crew are HYDRA as well. I don't know how many more, but I know they're in the building. They could be standing right next to you. They almost have what they want. Absolute control. They shot Nick Fury. And it won't end there. If you launch those helicarriers today, HYDRA will be able to kill anyone that stands in their way. Unless we stop them. I know I'm asking a lot. But the price of freedom is high. It always has been. And it's a price I'm willing to pay. And if I'm the only one, then so be it. But I'm willing to bet I'm not.
Sam Wilson: Did you write that down first, or was it off the top of your head?
Natasha Romanoff: Did you do anything fun Saturday night?
Steve Rogers: Well, all the guys from my barbershop quartet are dead, so no, not really.
Natasha Romanoff: You know, if you ask Kristen out, from Statistics, she'd probably say yes.
Steve Rogers: That's why I don't ask.
Natasha Romanoff: Too shy, or too scared?
Steve Rogers: Too busy!
[Jumps out of the plane]
Strike Agent: Was he wearing a parachute?
Brock Rumlow: [Smiles] No. No, he wasn't.
Steve Rogers: You know me.
The Winter Soldier: No, I don't!
Steve Rogers: Bucky. you've known me your entire life. Your name is James Buchanan Barnes...
The Winter Soldier: SHUT UP!
Steve Rogers: I'm not gonna fight you. You're my friend.
[drops his shield]
The Winter Soldier: [Lunges at Steve and repeatedly pummels him] You're my mission! YOU ARE MY MISSION!
Steve Rogers: [bruised and bloodied just as the Winter Soldier is about to deliver a final blow] Then finish it. 'Cause I'm with you 'til the end of the line.
[Smithsonian Guard discovers that Captain America's World War II uniform has been stolen]
Smithsonian Guard: Oh, man. I am so fired.
Natasha Romanoff: Hey, fellas. Either one of you know where the Smithsonian is? I'm here to pick up a fossil.
Steve Rogers: That's hilarious.
Natasha Romanoff: Kiss me.
Steve Rogers: What?
Natasha Romanoff: Public displays of affection make people very uncomfortable.
Steve Rogers: Yes, they do.
[Natasha grabs and kisses Rogers, causing a passing Rumlow to look away uncomfortably]
Natasha Romanoff: [uncomfortable herself] You still uncomfortable?
Steve Rogers: [even more uncomfortable] That's not exactly the word I would use.
Natasha Romanoff: Alright, I have a question for you, which you do not have to answer. I feel like if you don't answer it, though, you're kind of answering it, you know?
Steve Rogers: What?
Natasha Romanoff: Was that your first kiss since 1945?
Steve Rogers: That bad, huh?
Natasha Romanoff: I didn't say that.
Steve Rogers: Well, it kind of sounds like that's what you're saying.
Natasha Romanoff: No, I didn't. I just wondered how much practice you had.
Steve Rogers: I don't need practice.
Natasha Romanoff: Everybody needs practice.
Steve Rogers: It was not my first kiss since 1945. I'm 95; I'm not dead.
Nick Fury: Why make me head of SHIELD?
Alexander Pierce: Because you're the best. And the most ruthless person I ever met.
Nick Fury: I did what I did to protect people.
Alexander Pierce: Our enemies are your enemies, Nick. Disorder, war. It's just a matter of time before a dirty bomb goes off in Moscow, or an EMP fries Chicago. Diplomacy? Holding action, a band-aid. And you know where I learned that; Bogota. You didn't ask, you just did what had to be done. I can bring order to the lives of seven billion people by sacrificing twenty million. It's the next step, Nick, if you have the courage to take it.
Nick Fury: No, I have the courage not to.
[Moves to the retinal scanner]
Alexander Pierce: You don't you think we wiped your clearance from the system?
Nick Fury: I know you erased my password. Probably deleted my retinal scan. But if you want to stay ahead of me, Mr. Secretary...
[removes his eye patch]
Nick Fury: ... you need to keep both eyes open.
Peggy Carter: Steve. You're alive. You came back.
Steve Rogers: Yeah, Peggy.
Peggy Carter: It's been so long. So long.
Steve Rogers: Well, I couldn't leave my best girl. Not when she owes me a dance.
Nick Fury: We have to assume everyone aboard those carriers is HYDRA. We have to get past them, insert these server blades. And maybe, just maybe, we can salvage what's left...
Steve Rogers: We're not salvaging anything. We're not just taking down the carriers, Nick. We're taking down S.H.I.E.L.D.
Nick Fury: S.H.I.E.L.D. had nothing to do with this.
Steve Rogers: You gave me this mission. This is how it ends. S.H.I.E.L.D.'s been compromised. You said so yourself. HYDRA grew right under your nose and nobody noticed.
Nick Fury: Why do you think we're meeting in this cave? I noticed.
Steve Rogers: How many paid the price before you did?
Nick Fury: Look, I didn't know about Barnes.
Steve Rogers: Even if you had, would you have told me? Or would you have compartmentalized that, too? S.H.I.E.L.D., HYDRA, it all goes.
Maria Hill: He's right.
Sam Wilson: [Fury glances at Natasha, who gives a quiet indication of the same opinion. Fury then looks at Wilson] Don't look at me. I do what he does, just slower.
Nick Fury: Well... It looks like you're giving the orders now, Captain.
Jasper Sitwell: There's nowhere you can run, Rogers!
[Captain America jumps through a window]
Jasper Sitwell: Are you kidding me?
Steve Rogers: You just can't stop yourself from lying, can you?
Nick Fury: I didn't lie. Agent Romanoff had a different mission than yours.
Steve Rogers: Which you didn't feel obliged to share.
Nick Fury: I'm not obliged to do anything.
Steve Rogers: Those hostages could have died, Nick.
Nick Fury: I sent the greatest soldier in history to make sure that didn't happen.
Steve Rogers: Soldiers trust each other. That's what makes it an army. Not a bunch of guys running around shooting guns.
Nick Fury: Last time I trusted someone, I lost an eye. Look, I didn't want you doing anything you weren't comfortable with. Agent Romanoff is comfortable with everything.
Steve Rogers: I can't lead a mission when the people I'm leading have missions of their own.
Nick Fury: It's called compartmentalization. Nobody spills the secrets, because nobody knows them all.
Steve Rogers: Except you.
Nick Fury: You're wrong about me. I do share. I'm nice like that.
Natasha Romanoff: Where did Captain America learn to steal a car?
Steve Rogers: Nazi Germany. And we're borrowing. Get your feet off the dash.
Sam Wilson: Hey, Cap, how do we know the good guys from the bad guys?
Steve Rogers: If they're shooting at you, they're bad.
Steve Rogers: Even when I had nothing, I had Bucky.
Sam Wilson: You're going after him.
Steve Rogers: You don't have to come...
Sam Wilson: I know. When do we start?
Alexander Pierce: See, I took a seat on the Council not because I wanted to, but because Nick asked me to, because we were both realists. We knew, that despite all diplomacy and the handshaking and the rhetoric, to build a better world sometimes means having to tear the old one down. And that makes enemies.
Baron Wolfgang von Strucker: HYDRA, S.H.I.E.L.D., two sides of a coin that's no longer currency.
Nick Fury: [holds a photo of Alexander Pierce] This man declined the Nobel Peace Prize. He said that peace is not an achievement but a responsibility. It's stuff like this that gives me trust issues.
Nick Fury: These new long range precision guns can eliminate a thousand hostiles a minute. The satellites can read a terrorist's DNA before he steps outside his spider hole. We're gonna neutralize a lot of threats before they even happen.
Steve Rogers: I thought the punishment usually came *after* the crime.
Nick Fury: We can't afford to wait that long.
Steve Rogers: Who's "we"?
Nick Fury: After New York, I convinced the World Security Council we needed a quantum surge in threat analysis. For once we're way ahead of the curve.
Steve Rogers: By holding a gun at everyone on Earth and calling it protection.
Nick Fury: You know, I read those SSR files. Greatest generation? You guys did some nasty stuff.
Steve Rogers: Yeah, we compromised. Sometimes in ways that made us not sleep so well. But we did it so the people could be free. This isn't freedom, this is fear.
Nick Fury: S.H.I.E.L.D. takes the world as it is, not as we'd like it to be. And it's getting damn near past time for you to get with that program, Cap.
Steve Rogers: Don't hold your breath.
Natasha Romanoff: I know who killed Fury. Most of the intelligence community doesn't believe he exists. The ones that do call him the Winter Soldier. He's credited for over two dozen assassinations in the last 50 years.
Steve Rogers: So he's a ghost story.
Natasha Romanoff: Five years ago I was escorting a nuclear engineer out of Iran, somebody shot at my tires near Odessa. We lost control, went straight over a cliff, I pulled us out, but the Winter Soldier was there. I was covering my engineer, so he shot him straight *through* me.
[Shows him the bullet would on her stomach]
Natasha Romanoff: A Soviet slug, no rifling. Bye-bye bikinis.
Steve Rogers: [sarcastic] Yeah, I bet you look terrible in them now.
Natasha Romanoff: Going after him is a dead end. I know, I've tried. Like you said, he's a ghost story.
Steve Rogers: Well, let's find out what the ghost wants.
Steve Rogers: People are gonna die, Buck. I can't let that happen.
Nick Fury: [at his own grave] If anyone asks for me, tell them I'm right here...
Steve Rogers: We have nowhere else to go.
Natasha Romanoff: Everyone we know is trying to kill us.
Sam Wilson: [takes them in] Not everyone...
[Captain America and Batroc fight]
Georges Batroc: [In French] I thought you were more than a shield.
[the Captain puts the shield on his back and takes off his mask]
Steve Rogers: [in French] We'll see.
[looking at portraits of the founders of S.H.I.E.L.D. - Howard Stark, Chester Phillips, and Peggy Carter]
Natasha Romanoff: That's Stark's father. Who's the girl?
[Steve looks at Agent Carter's portrait, and moves off quietly]
Steve Rogers: [after Natasha takes the flash drive Steve hid in a vending machine] Where is it?
Natasha Romanoff: Safe.
Steve Rogers: Do better!
Natasha Romanoff: Where did you get it?
Steve Rogers: Why would I tell you?
Natasha Romanoff: Fury gave it to you. Why?
Steve Rogers: What's on it?
Natasha Romanoff: I don't know.
Steve Rogers: Stop lying!
Natasha Romanoff: I only act like I know everything, Rogers.
Brock Rumlow: This is going to hurt. There are no prisoners with HYDRA. Just order. And order only comes with pain. You ready for yours?
Sam Wilson: Man, shut the hell up!
Dr. Arnim Zola: HYDRA was founded on the belief that humanity could not be trusted with its own freedom. What we did not realize was that if you tried to take that freedom, they resist. The war taught us much. Humanity needed to surrender its freedom willingly. After the war, S.H.I.E.L.D. was founded, and I was recruited. The new HYDRA grew, a beautiful parasite inside S.H.I.E.L.D. For 70 years, HYDRA has been secretly feeding crises, reaping war. And when history did not cooperate, history was changed.
Natasha Romanoff: That's impossible. S.H.I.E.L.D. would've stopped you.
Dr. Arnim Zola: Accidents will happen. HYDRA created a world so chaotic that humanity is finally ready to sacrifice its freedom to gain its security. Once the purification process is complete, HYDRA's New World Order will arise. We won, Captain. Your death amounts to the same as your life, a zero sum!
Jasper Sitwell: Is this little display meant to insinuate that you're gonna throw me off the roof? Because it's really not your style, Rogers.
Steve Rogers: You're right. It's not. It's hers.
[Natasha throws Sitwell off the roof]
Natasha Romanoff: Oh, wait. What about that girl from accounting, Laura, Lisa...?
Steve Rogers: Lillian. Lip piercing, right?
Natasha Romanoff: Yeah, she's cute.
Steve Rogers: Yeah, I'm not ready for that.
Steve Rogers: This is it?
[sees he's at his old army base]
Natasha Romanoff: Well, the file came from these coordinates.
Steve Rogers: So did I.
Brock Rumlow: The target is a mobile satellite launch platform: The Lemurian Star. It was sending up their last payload when pirates took them, ninety-three minutes ago.
Steve Rogers: Any demands?
Brock Rumlow: A billion and a half.
Steve Rogers: Why so steep?
Brock Rumlow: Because it's S.H.I.E.L.D.'s.
Steve Rogers: [sighs] So it's not off course; it's trespassing.
Natasha Romanoff: I'm sure they have a good reason.
Steve Rogers: You know, I'm getting a little tired of being Fury's janitor.
Brock Rumlow: Whoa, big guy. I just want you to know, Cap, this isn't personal!
[tries to attack Rogers, gets knocked out]
Steve Rogers: It kind of feels personal.
Natasha Romanoff: First rule of going on the run is: "Don't run. Walk."
Steve Rogers: [in a pair of loose shoes] If I run in these shoes they're going to fall off.
Natasha Romanoff: Shall we play a game?
[Smiles and turns to Steve]
Natasha Romanoff: It's from a movie that...
Steve Rogers: Yeah, I saw it.
Alexander Pierce: Are you ready for the world to see you as you really are? Look out the window, you know how the game works: disorder, war, all it takes is one step.
Steve Rogers: I thought the punishment usually came AFTER the crime.
Steve Rogers: You should be proud of yourself, Peggy.
[looks at Peggy's family photos by her table beside her, showing her with her husband and children]
Peggy Carter: Mm. I have lived a life. My only regret is that you didn't get to live yours.
[Sees Steve is downcast]
Peggy Carter: What is it?
Steve Rogers: For as long as I can remember I just wanted to do what was right. I guess I'm not quite sure what that is anymore. And I thought I could throw myself back in and follow orders, serve. It's just not the same.
Peggy Carter: [chuckles] You're always so dramatic. Look, you saved the world. We rather... mucked it up.
Steve Rogers: You didn't. Knowing that you helped found S.H.I.E.L.D. is half the reason I stay.
Peggy Carter: [takes Steve's hand] The world has changed, and none of us can go back. All we can do is our best, and sometimes the best that we can do is to start over.
Steve Rogers: Arnim Zola was a German scientist who worked with the Red Skull. He's been dead for years.
Dr. Arnim Zola: [inside a machine] First correction, I am Swiss. Second, look around you, I have never been more alive! In 1972, I received a terminal diagnosis. Science could not save my body. My mind, however, that was worth saving... on two hundred thousand feet of data banks! You are standing in my brain!
Natasha Romanoff: The truth is a matter of circumstances; it's not all things to all people all the time. And neither am I.
Steve Rogers: That's a tough way to live.
Natasha Romanoff: It's a good way not to die, though.
Steve Rogers: You know, it's kind of hard to trust someone when you don't know who that someone really is.
Natasha Romanoff: Yeah. Who do you want me to be?
Steve Rogers: How about a friend?
Natasha Romanoff: [chuckles] Well, there's a chance you might be in the wrong business, Rogers.
Nick Fury: [sees cops staring at him] Wanna see my lease?
Nick Fury: Tetradoxine B. Reduces the pulse to one heartbeat a minute. Banner made it for his stress-related issues. It didn't go well for him, but we found uses for it.
Sam Wilson: You must miss the good old days, huh?
Steve Rogers: Well, things aren't so bad. Food's a lot better; we used to boil everything. No polio is good. Internet, so helpful. I've been reading that a lot trying to catch up.
Natasha Romanoff: What about the nurse that lives across the hall from you? She seems kind of nice.
Steve Rogers: Secure the engine room, then find me a date.
Natasha Romanoff: [jumping off deck over the railings] I'm multitasking.
Sam Wilson: [after a VA meeting] Well, if it isn't the Running Man.
Steve Rogers: I saw the last few minutes; it was intense.
Sam Wilson: Yeah, brother, we all got the same problems. Guilt, regret...
Steve Rogers: You lose someone?
Sam Wilson: My wingman, Riley. Fly in the night mission. A standard PJ rescue op, nothing we hadn't done a thousand times before, till an RPG knocks Riley's dumb ass out of the sky. Nothing I could do. It's like I was up there just to watch.
Steve Rogers: I'm sorry.
Sam Wilson: After that, I had a really hard time finding a reason for being over there, you know?
Steve Rogers: But you're happy now, back in the world?
Sam Wilson: Hey, the number of people giving me orders is down to about zero. So, hell, yeah. You thinking about getting out?
Steve Rogers: No. I don't know. To be honest, I don't know what I would do with myself if I did.
Sam Wilson: Ultimate fighting?
Sam Wilson: It's just a great idea off the top of my head. But seriously, you could do whatever you want to do. What makes you happy?
Steve Rogers: [Caught off guard by the question] I don't know.
Alexander Pierce: Let me ask you a question. What if Pakistan marched into Mumbai tomorrow, and you knew they were going to drag your daughter into a soccer stadium for execution, and you could stop it with a flick of a switch... wouldn't you?
Councilman Singh: Not if it's your switch.
[Steve smashes in Zola's screen]
Dr. Arnim Zola: [appears on another screen] As I was saying...
Sam Wilson: Look, whoever he used to be and the guy he is now, I don't think he's the kind you save. He's the kind you stop.
Steve Rogers: I don't know if I can do that.
Sam Wilson: Well, he might not give you a choice. He doesn't know you.
Steve Rogers: He will. Gear up. It's time.
Sam Wilson: You gonna wear that?
Steve Rogers: No. If you're gonna fight a war, you got to wear a uniform.
Alexander Pierce: [sees the Soldier in his dining room] Want some milk?
Jasper Sitwell: Zola'a algorithm is a program for choosing Insight's targets.
Steve Rogers: What targets?
Jasper Sitwell: You! A TV anchor in Cairo, the Under Secretary of Defense, a high school valedictorian in Iowa City, Bruce Banner, Stephen Strange, anyone who's a threat to HYDRA. Now, or in the future.
Steve Rogers: In the future? How could it know?
Jasper Sitwell: How could it not? The 21st century is a digital book. Zola told HYDRA how to read it. Your bank records, medical histories, voting patterns, emails, phone calls, your damn SAT scores! Zola's algorithm evaluates people's past to predict their future.
Steve Rogers: And what then?
Jasper Sitwell: Oh, my God. Pierce is gonna kill me.
Steve Rogers: What then?
Jasper Sitwell: Then the Insight helicarriers scratch people off the list. A few million at a time.
Alexander Pierce: [to the Winter Soldier] Your work has been a gift to mankind. You shaped the century. And I need you to do it one more time...
Nick Fury: [about the Insight helicarriers] Yeah, I know. They're a little bit bigger than a .22.
Maria Hill: [taking off a HYDRA helmet] That thing was squeezing my brain.
[Looks at Sam]
Maria Hill: Who's this guy?
Dr. Arnim Zola: Cut off one head two more shall take its place.
Steve Rogers: [Comes home to find Fury in his apartment] I don't remember giving you a key.
Nick Fury: You really think I'd need one? My wife kicked me out.
Steve Rogers: Didn't know you were married.
Nick Fury: There are a lot of things you don't know about me.
Steve Rogers: I know, Nick. That's the problem.
[Flicks on a light, notices Fury is injured, is about to say something, but Fury gestures for him to be silent]
Nick Fury: [Holds up a message on his phone: EARS EVERYWHERE] I'm sorry to have do this, but I had no place else to crash.
[Holds about another message: SHIELD COMPROMISED]
Steve Rogers: Who else knows about your wife?
Nick Fury: [Another message: YOU AND ME] Just... my friends.
Steve Rogers: Is that what we are?
Nick Fury: That's up to you.
Alexander Pierce: [to Nick Fury] Did you get my flowers?
Nick Fury: Project Insight has to be delayed.
Alexander Pierce: Nick, that's not a favor, that's a sub-committee hearing. A long one.
Nick Fury: It could be nothing. It probably is nothing. I just need time to make sure it's nothing.
Alexander Pierce: But if it's something?
Nick Fury: Then we'll both be damn glad those helicarriers aren't in the air.
Alexander Pierce: Fine. But you got to get Iron Man to stop by my niece's birthday party.
Nick Fury: Thank you, sir.
Alexander Pierce: And not just a flyby. He's got to mingle.
Natasha Romanoff: After WWII, S.H.I.E.L.D. recruited German scientists with strategic value.
Dr. Arnim Zola: So I could help their cause. I also helped my own.
Steve Rogers: HYDRA died with the Red Skull.
Dr. Arnim Zola: Cut off one head, two more shall take its place.
Steve Rogers: [in an elevator] You know, they used to play music.
Nick Fury: Yeah. My grandfather operated one of these things for forty years. My granddad - worked in a nice building; he got good tips. He'd walk home every night, roll of ones stuffed in his lunch bag. He'd say "hi", people would say hi back. Time went on, neighborhood got rougher. He'd say "Hi", they'd say, "Keep on steppin'." Granddad got to grippin' that lunch bag a little tighter.
Steve Rogers: Did he ever get mugged?
Nick Fury: [laughs] Every week some punk would say, "What's in the bag?"
Steve Rogers: Well, what did he do?
Nick Fury: He'd show 'em. A bunch of crumpled ones... and a loaded 0.22 Magnum. Granddad loved people. But he didn't trust them very much.
Natasha Romanoff: When I first joined S.H.I.E.L.D., I thought it was going straight. But I guess I just traded in the KGB for HYDRA. I thought I knew whose lies I was telling, but... I guess I can't tell the difference anymore.
Steve Rogers: There's a chance you might be in the wrong business.
Natasha Romanoff: [Smiles slightly] I owe you.
Steve Rogers: It's okay.
Natasha Romanoff: If it was the other way around, and it was down to me to save your life, now, you be honest with me, would you trust me to do it?
Steve Rogers: I would now. And I'm always honest.
Natasha Romanoff: Well, you seem pretty chipper for someone who just found out they died for nothing.
Steve Rogers: Well, I guess I just like to know who I'm fighting.
Jasper Sitwell: What do you want?
Sam Wilson: You're gonna go around the corner to your right. There's a gray car two spaces down. You and I are gonna take a ride.
Jasper Sitwell: And why would I do that?
Sam Wilson: Because that tie looks really expensive, and I'd hate to mess it up.
Baron Wolfgang von Strucker: There are other facilities doing HYDRA's good work around the world. We'll feed them to Captain America and his colorful friends. Keep them off our scent.
Dr. List: It's over. Fury has released everything to the public.
Baron Wolfgang von Strucker: Everything he knows about.
Dr. List: Herr Strucker, if they get word of our work here, if they find out we serve HYDRA...
Baron Wolfgang von Strucker: HYDRA. S.H.I.E.L.D. Two sides of a coin that's no longer currency.
[walks over to Loki's scepter]
Baron Wolfgang von Strucker: What we have... is worth more than any of them ever knew. We've only scratched the surface and already...
[Strucker and List walk out of the room]
Baron Wolfgang von Strucker: There are other facilities doing HYDRA's good work around the world. We'll feed them to Captain America and his colorful friends, keep them off our scent.
Dr. List: What about the volunteers?
Baron Wolfgang von Strucker: The dead will be buried so deep, their own ghosts won't be able to find them.
Dr. List: And the survivors?
Baron Wolfgang von Strucker: The twins.
[they observe Quicksilver and Scarlet Witch in adjoining cells]
Baron Wolfgang von Strucker: Sooner or later, they will meet the twins. It's not a world of spies anymore. Not even a world of heroes. This is the age of miracles, doctor. There is nothing more horrifying... than a miracle.
Councilman Rockwell: [to Natasha who's on S.H.I.E.L.D.'s computer] What are you doing?
Alexander Pierce: She's disabling security protocols and dumping all the secrets onto the Internet.
Natasha Romanoff: Including HYDRA's.
Alexander Pierce: And S.H.I.E.L.D.'s. If you do this, none of your past is gonna remain hidden. Are you sure you're ready for the world to see you as you really are?
Natasha Romanoff: Are you?
Dr. Arnim Zola: [to Steve] We are both men out of time.
Alexander Pierce: I work forty floors away and it takes a hijacking for you to visit?
Nick Fury: Well, a nuclear war would do it too.
Sam Wilson: Don't say it! Don't you say it!
Steve Rogers: [running by Sam] On your left.
Sam Wilson: Come on man!
Steve Rogers: What were you doing on the Lemurian Star?
Jasper Sitwell: [Sarcastically] Throwing up. I get seasick.