Sharp, witty script with incredible warmth and humor throughout. Emotionally gripping moments that hit home and balanced the episode perfectly. Outstanding performances from Hayley Atwell, Enver Gjokai, Wynn Everett and Sarah Bolger. Five minutes of comedic genius from guest star Ray Wise.
The shocking violence of Manfredi was jarring. We loved his character and Marino was terrific, but we wondered if we’d accidentally wandered on to the Daredevil set instead.
In what was easily one of the best episodes of Agent Carter, we were once again treated to wonderful humor and genuine heart.
CAUTION: SPOILERS AHEAD IN OUR DETAILED REVIEW
Agent Carter — Zero Matter has a pull. Both Dr. Wilkes (Reggie Austin) and Whitney Frost (Wynn Everett) can feel it. Both realize where the rest of the Zero Matter is hidden along with the frozen Jane Scott. Jarvis (James D’Arcy) and Peggy (Hayley Atwell) set out to steal the body, and the Zero Matter in it, to help Dr. Wilkes regain corporeal form. When Frost beats them to the prize and her power grows from the additional exposure, all efforts turn to stopping her from stealing an atomic bomb in order to create more Zero Matter to feed upon. Meanwhile, Peggy and Sousa (Enver Gjokaj) must also come to terms over difficult emotional ground after his recent marriage proposal to Violet (Sarah Bolger).
RELATED | Marvel’s Agent Carter Review 2×04 “Smoke & Mirrors”
With virtually no one they can trust, Sousa, Peggy and Jarvis turn to unlikely allies in the lovable Rose (Lesley Boone), who guards the front desk, and the dour Dr. Samberly (Matt Braunger) from the SSR Lab. Whitney also finds unlikely help from her former beau, and violent mobster, Joseph Manfredi (Ken Marino) who agrees to lend her muscle for huge favors owed. As both motley crews close in on Hugh Jones’s (Ray Wise) secret stash of Roxxon atomic weapons, humor abounds and faith in each other is tested. When Frost finally clashes with Peggy, all bets are off and not everyone will escape unscathed on this episode of Agent Carter!

Calvin Chadwick is clearly in over his head. Whitney cares about him, but even he may not be immune to her deadly tantrums.
Whitney Frost is sliding down the super-villain slope at a rapid clip now. In fact, we’re not sure she can stop herself even if she snapped out of it and tried. Something has changed within her and she’s not the reserved individual we first met. True, she’s had Chadwick wrapped around her finger from the beginning, but even he is scared to death after witnessing the death of Rufus.
We can’t say we blame him one bit for following along when she’s nearby and secretly plotting to evade or change the game when she’s not looking. As much as we get her motives—and there may even be some genuine noble ones there—her moral compromises to reach them belie a much murkier stain on her soul than just the Zero Matter. Life has beaten her down in many ways, but now that she has the strength to fight back—look out.
“If we obtain more zero matter, Cal, then the council answers to us.” ~ Whitney
“This is insane.” ~ Cal
“People thought Galileo was insane. This plan will work, Cal. It will work. Look at me. You have seen what I can do with just a small amount of zero matter. I mean, can you imagine? Just imagine what we could accomplish if we had the power to bend the world to our will. No more war, no more fear, and you, you–you would finally get the recognition and the respect that you deserve.” ~ Whitney
Part of Whitney is in the right place, but everyone who’s thought they could bend the entire world to their will had the completely wrong idea about human nature. The words coming from her sound more like a proposed dictator with grandiose dreams of society bowing before them. But that’s not how it works and even Cal, who has seen the council do some extreme makeovers on the world, knows it. Cal is right. That’s crazy talk.
Crazy may just be the beginning. By reaching out to Joseph Manfredi (Ken Marino), we got a glimpse of crazy with a dash of bloody insane. Cal had a wary look during the entire encounter and Ken Marino played up the part with a healthy amount of sarcasm and bile. Just ask the inappropriate onlooker if his boss is a bit scary. Oh wait, he probably still can’t talk. In what was a heartfelt and hilarious episode, Manfredi’s point was well made. Perhaps a bit too well. We thought for a second we had fallen into an episode of Daredevil. Don’t get us wrong, Marino was brilliant in the moment. It just may have been too much for this series and stood out as a shock. We know this much. Cal and Whitney will think twice before double-crossing Manfredi. Because who wants that?
After the encounter with Peggy and the ultimate loss of the bomb, Whitney seems more determined than ever to topple the world and Cal is genuinely scared. He should be. She’s losing her grip on sanity a bit. Her mind seems to be cracking right along with her face. Both Currie Graham and Wynn Everett were exquisite in their banter. She’s clearly losing her hold on reality and he’s clearly lost control of his home and world. We’re loving these two together and hope this tussle lasts the rest of the season.

The SSR junior varsity team had our eyes watering from laughter. More please!
We’ve picked on the writers for humor that didn’t seem to fit even the campy charm that is Agent Carter, but this episode was spot on with some of the best laughs of the season and much of that came from the treasured guest appearances of Lesley Boone and Matt Braunger. From dry innuendo between them, the bumbling genius of Dr. Samberly and the brilliant surprise of Rose beating up goons with ease, this was without a doubt the most enjoyable hour of the season yet.
“Just ’cause you brought me pie doesn’t make you entitled to rifle through my work.” ~ Samberly
“Did you like my pie?” ~ Rose
“That pie was you? Your pie was in me? I like pie. Pie is good.” ~ Samberly
“Dr. Samberly, we have a very important mission ahead of us. We need all the help we can get.” ~ Sousa
“What he’s trying to say, Aloysius, is, uh, we need your equipment.” ~ Rose
The chemistry and comedic timing between Braunger and Boone was so well done it had us in stitches. His innocent, desperate looks were priceless opposite her confident and suggestive manner. After such fantastic moments between them throughout we certainly hope we’ve not seen the last of the duo this season. They are simply too good not to include.
The most golden moment however came from Dr. Samberly’s memory inhibitor in the hands of the gifted Hayley Atwell sporting yet another accent as she went into the Roxxon office of Hugh Jones (Ray Wise). Obviously Dr. Samberly’s tech is right on the money. Each successive realization by Jones that he’d met Peggy before was met with another zap and the process was repeated again and again. Ray Wise was simply hilarious reprising his womanizing role during this entire sequence. Who better to put him in his place, again and again, than Peggy?
“I remember you! I’m calling security right now. And if SSR wants to search my office, you’ll need a warrant!” ~ Jones
[zzzt]
“What’s your name, darling?” ~ Jones
For all it’s humor with the addition of Rose and Dr. Samberly, they brought heart to their parts as well. Both were so eager to please Peggy and Sousa they might have done anything asked of them. Stealing an atomic bomb with the risk of blowing up all of Los Angeles certainly fits the bill for extreme missions. Both characters came through with dazzling success and we can’t wait to see them again for more priceless moments like Rose’s hilarious first confrontation with one of Whitney’s goons.
[Goon pulls a knife]
Howdy, cowboy. Ah. I’ve seen bigger.” ~ Rose
He never stood a chance.

Just when we were laughing the most, this show did what Agent Carter does best—hit us right in the feels.
We’ll admit. We didn’t see the ending of this episode playing out the way it did. That’s an exceptionally good thing by the way—if any of the Agent Carter team is reading along. What surprised us was the emotional gravity. In hindsight, we probably should have had some idea, but Peggy taking the fall—literally—from her failed confrontation with Whitney was the last thing we expected. We should have seen it, but we didn’t.
Sousa has a messy emotional predicament on his hands. Let’s not mince words. Violet appears to be genuinely a doll. Yes, Sarah Bolger is gorgeous, but it’s Violet’s good nature that radiates. She has the same helping heart that Sousa has and that makes his attachment to Peggy all the more difficult. He may be in love with Peggy, but Violet has all the makings of the woman that would devotedly stay by his side until the end.
Don’t get us wrong. Just about all the ships in this harbor have things we love about them. Peggy and Dr. Wilkes have a chemistry that’s undeniable, but a part of us will always want her with Sousa. Peggy and Daniel have been through a lot more than the average two agents have endured together. That creates a bond between them and one that we find alluring as an audience.
But Violet didn’t blink. She knew from almost the first moment that something was up with Sousa and Peggy, but her professionalism and heart still had Peggy’s best interest. Here lay the competition bleeding on her couch and Violet’s instincts still insisted that Peggy stay a few days until she recovered. That’s a sharp and brilliant woman Sousa. We would NOT want to be standing where you were at the end of this episode.
“You said you moved here because you wanted a fresh start, but that’s not the whole truth, is it?” ~ Violet
“Of course it is.” ~ Sousa
“You were running away.” ~ Violet
“No. No, I wasn’t.”~ Sousa
“God, you were running away from Peggy.” ~ Violet
“Okay, Violet–It’s not what you think it is.” ~ Sousa
“Well, I think you’re in love with her. Aren’t you, Daniel? ” ~ Violet
That’s situation in which Sousa likely can’t win. A woman he’s just proposed to sees a truth in him that he hid from her from the beginning. A truth behind a love he’s run from to escape. If that’s not the truth, Sousa has some ‘splainin’ he better do fast because if he doesn’t, his life is about to spiral into chaos from which his heart may not recover.

FINAL VERDICT: Agent Carter has been solid this season, but with a story full of heart and humor, this episode was the best yet. The potential for excellence on this show has no limit.
Just when we thought this entire episode would be a brilliant comedic whirlwind with a bit of action to top it off at the end, the Agent Carter writing team cold clocked us from behind with emotional blows we should have seen coming, but didn’t. They warned us. The signs were there. Sousa and Peggy shared a look when she heard about his engagement. Sousa’s warm and genuine proposal. The brilliance with which the odd couple of Rose and Dr. Samberly came through when the chips were down. All was going too well. There’s nothing like a little rebar through the gut to change all that.
We aren’t naive. We knew there were emotional bumps coming. We don’t know where this will all head, and likely won’t for a while yet, but we’ve hit the first pothole and it was a doozy. Credit the writers’ room for letting this play out organically. There is a larger story afoot with Whitney Frost now a much more dire threat than before, but the emotional power of this episode can’t be understated. The healing laughter through the middle might well have been preventative medicine for what was to come. Peggy is wounded. She’ll be okay, but will Sousa and Violet? And better yet, just when we’re reeling, Dr. Wilkes disappears on us? That’s a cruel and unusual gift you have Agent Carter writers. We love it and will be back for more.
RELATED | Marvel’s Agent Carter Review 2×04 “Smoke & Mirrors”
Speaking of writers, Lindsey Allen let her genius out with this episode. We’d like to have been a fly on the wall when the season blocking took place and she realized this would be her baby to nurture and help grow. What a brilliant script. The humor was right on the money time and again, and the final moments were genuinely heartfelt. Every character had moments to shine and breathe. That takes skill and talent and it was evident through every line of this episode.
Director Craig Zisk, with numerous comedic and dramatic directing credits to his name, was a fantastic choice to direct such a humorous and emotionally nuanced episode. These actors were asked to move these characters through an incredible range of emotions and Zisk helped pull that all together into one of the best episodes of the season. Just like Allen, he had to be licking his chops at the growth of minor characters that hadn’t yet had the chance to shine and a rare combination of comedic genius and emotional depth. This episode just about had it all.
Zero Matter is turning out to be an odd substance. Each person it touches seems to be affected differently. Jane Scott froze those around her. Dr. Wilkes disappeared. Whitney Frost is absorbing others and getting stronger. Will Peggy have any ill effects from her contact with Whitney? Is there a connection between Dr. Wilkes and Whitney beyond their ability to sense the darkness inside them? Will they both sense each other at some point? That could be a good thing or monumentally bad. So many questions and so few answers at the half way point of the season. That means we’ll be back to watch more Agent Carter next week!

Questions, Comments, Concerns and My Reaction on Twitter…
- Well, I’d have trouble sleeping next to her now too Calvin
- That had to be the sweetest wedding proposal ever
- An atomic bomb? That can’t be good.
- The exchange between Jarvis and Peggy over the Roxxon security was priceless
- How many accents does Hayley Atwell have??
- This sequence with Ray Wise is the most brilliant five minutes of Agent Carter so far
- I have complete confidence in this team. Confidence that this is going to be entertaining at the very least. lol
- Ha! Rose is a badass!!
- And she’s inspiration for the doc. This is hilarious.
- Peggy vs Whitney. This has my nervous.
- OMG! Holy rebar!!
- Um. Sousa. Your fiancé can see that desperate look.
- And yet, Violet is still a trooper. I’m liking her more and more.
- Calvin, you’ve got few problems in your marriage. For one, you just got stripped of your last pair of family pants.
- Oh wow. Violet is as smart as she is cool under deadly pressure. Damn.
- Well, that was a gutsy move Calvin. I think you’re digging your own grave, but gutsy just the same.
- What a beautiful moment for Peggy and Jarvis. I love those two together.
- Oh man. Just when things are falling apart for Sousa, Peggy and Jason are clicking. Damn that incorporeal self of him.
- What?? What happened there???
Marvel’s Agent Carter Review 2×05 “The Atomic Job”
Christopher Bourque











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