Agents of the terrorist organization
HYDRA invade an
S.H.I.E.L.D. facility, killing
Clay Quartermain and reviving a cryogenically preserved
Baron Wolfgang Von Strucker. Nick Fury, retired and living in an abandoned mine shaft in the Yukon, is approached by S.H.I.E.L.D. agents
Alexander Pierce and
Contessa Valentina Allegra De Fontaine to return to duty to take down Hydra, now led by the children of Von Strucker, an old enemy of his. Fury refuses to return until he learns of Quartermain's death. He then accompanies Pierce and De Fontaine to a S.H.I.E.L.D.
Helicarrier, where he reunites with old friends
Dum Dum Dugan and
Gabriel Jones, is introduced to
telepath Kate Neville, clashes with new S.H.I.E.L.D. Director General Jack Pincer is shown advanced technologies that S.H.I.E.L.D. is developing, including a
Life Model Decoy of Fury. Shown a recording of Quartermain's death, with the killer taunting Fury by name, and informed that the killer was Von Strucker's daughter, codenamed Viper, Fury deduces that Von Strucker's body was taken to harvest a
pathogen known as the Death's Head Virus, developed by
Arnim Zola to be Hitler's doomsday weapon. Viper calls a meeting of the remaining four Hydra lieutenants from Cairo, Osaka, Prague, and London. She executes the London lieutenant for questioning her authority. Fury learns that Zola is still alive and being kept in a S.H.I.E.L.D.
safehouse in Berlin, and Fury and De Fontaine travel there. They rendezvous with local Interpol agent Gail Runciter and proceed to the safehouse, where an elderly Zola, in a wheelchair and requiring an oxygen mask, seemingly overpowers Kate Neville's telepathy with his evil visions of destruction. Runciter lures Fury away from the group and shocks him with a device before revealing herself to be Viper in disguise. She then kisses Fury with poisoned lipstick, leaving him unconscious, enabling Hydra to retake Zola. Fury learns he has 48 hours to live unless he can recover a sample of Viper's DNA from which to develop an antidote. Hydra threatens to attack
Manhattan with the virus, barring payment of US $1 billion, and as proof of their threat, the real Gail Runciter is found, dying from the virus. After Fury and his team brief the President of the United States, Pierce determines from a chip from a laptop sold in the
Aleutian Islands that the Hydra base might be there. Fury has his people split into two teams, one led by de Fontaine heading to Manhattan to find the refrigerated truck they believe will be needed to deploy the virus, and the other with Fury leading Pierce and Neville to the Aleutian Islands. Upon arriving in the Aleutian Islands and confirming that a Hydra transmission has come from there, Fury's plane is shot down by heat-seeking missiles. In Manhattan, de Fontaine's team figures out that the refrigerator truck is disguised as a garbage truck, while Fury and his team, having bailed out of the airplane in time, infiltrate the Hydra base. Fury realizes that it was too easy to get in, just before his team is captured and stripped of their weapons. Viper reveals to him that she will release the virus even if they are paid, and locks Fury and his team in a freezer. Fury reveals that in place of his missing left eye, he keeps an explosive with which they can escape. Reaching Viper's control room, Fury and Viper fight until she gets hold of a gun and shoots him. However, it turns out to be Fury's Life Model Decoy. Fury incapacitates Zola and captures Viper, and Neville uses her telepathy to draw the code to abort the detonation from Viper's mind. The Helicarrier arrives and captures the rest of Hydra's forces, but Viper escapes with the body of her father. Fury decides to return to S.H.I.E.L.D. to counter the new threat of Hydra, while Viper is shown to have restored her father, Baron Wolfgang Von Strucker, to life. ==Cast==