Appearing in "Out of Time: Part 3"
- Union Jack (Joe Chapman)
- Mother Night (Susan Scarbo) (Death)
- Several unnamed members (Only appearance; death)
- Nazis (Only in flashback)
- Wehrmacht (Only in flashback)
- Winter Soldier (Unnamed)
- Crossbones (Brock Rumlow) (Mentioned)
- Red Skull (Johann Schmidt) (Mentioned)
- Baron Heinrich Zemo (Dream)
- U.S. Army (Only in flashback)
- French Resistance (Only in flashback)
- President Jacques Chirac (Mentioned) (Topical reference)
- Curtis (Pittsburgh's bar owner) (Only appearance)
- Jack Monroe (Death) (See chronology)
- Elvis Presley (Mentioned)
Races and Species:
- Humans (Main story and flashback)
- Androids (Only in flashback)
- Inhumans (Only in flashback)
- Atlantean-Human Hybrids (Only in flashback)
- Earth (Main story and flashback)
- United Kingdom
- Atlantic Ocean
- France (Main story and flashback)
- Afghanistan (Mentioned)
- Buchenwald, Germany (Mentioned)
- United States of America
- Hell (Mentioned)
- Captain America's Uniform and Shield (Main story and flashback)
- Cosmic Cube (Mentioned)
- Bucky's Uniform (Only in flashback)
- Winter Soldier's Bionic Arm
- S.H.I.E.L.D. Sub-Carrier
- S.H.I.E.L.D. Helicopters
- S.H.I.E.L.D. Flying Car
- A.I.M. Hover-Jet
- S.H.I.E.L.D. Helicarrier (Appears on a computer screen, TV, or hologram only)
- World War II (Only in flashback)
Synopsis for "Out of Time: Part 3"
In London, Mother Night and members of A.I.D. plot to fulfill the Red Skull's wishes by detonating one of three firebomb weapons beneath a major metropolitan city.
Aboard a S.H.I.E.L.D. sub-carrier, Nick Fury, Captain America and Agent-13 learn of the plot and fly towards London to prevent the disaster. Steve is tired, and harrowed – having suffered from numerous World War II flashbacks over the past several weeks.
In London, Union Jack and a team of British agents scour the underground tunnels. They come upon Mother Night and the A.I.D. agents, but it looks like someone else has gotten to them first. Mother Night and all of the agents are dead. What's worse, the WMD is missing. Cap traces the theft of the device back to A.I.D.'s parent organization A.I.M. He finds an A.I.M. hovership flying above London and attacks it. He causes the craft to crash and takes down the agents inside. After intense interrogation by S.H.I.E.L.D., the A.I.M. agents confess to stealing the WMD but insist that they had nothing to do with the death of Mother Night and the A.I.M. agents.
Back in Pittsburgh, Pennsylvania, Jack Monroe, the former hero known as Nomad drunkenly stumbles out of a bar. A mysterious figure steps out of the shadows and shoots Jack point blank in the chest. He then loads Jack's body into the trunk of a car.
Characters in this story also appear in other stories between this issue. The affected characters are:
Captain America (Steve Rogers)
- This issue has been reprinted in Captain America: Winter Soldier trade paperback.
- This issue contians a letters page, Freedom of Speech. Letters are published from Robert Kirkman, Joe Casey, Jeb D., Frank Davis, and Derek Haller.