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Natasha: Oh wait, what about that girl from Accounting? Laura...?
Steve: Lillian. Lip piercing, right?
Natasha: Yeah. She's cute.
Steve: Yeah... I'm not ready for that.
— Steve and Natasha take a break from questioning Sitwell

     Steve Rogers/Captain America 
  • "Before we get started, does anybody wanna get out?" The fact that he is sincere in this offer and probably would have let anyone who didn't want in on that moment out just makes it funnier.
    • The lead-up to this is great too. First, Brock Rumlow and some of his agents get on the elevator and make small talk; Rogers is suspicious once he notes their hands are very near their batons. Then a bunch of businessmen get on at the next floor and Rogers notices that one is sweating. Then, they arrive at a third floor... and the doors open to reveal three massive beefbuses built like MMA fighters who (like Rumlow) are STRIKE personnel, confirming Cap's suspicions that something is about to go down. They proceed to shuffle around so that he's surrounded. Even better is his slightly irritated look at all this when the third group gets in, as if he's more disappointed in their lack of subtlety than the fact that he's about to be attacked by his own allies.
    • It's particularly funny when one of the final arrivals into the elevator gives the floor they're going to:
    • When only Rumlow is left standing:
  • Steve reminds us all that just because he's not Tony Stark doesn't mean he doesn't have a sense of humor.
    Natasha Romanoff: You do anything fun Saturday night?
    Steve Rogers: Well, all the guys in my barbershop quartet are dead, so, no, not really.
    • If he wasn't kidding, then the mere fact that (presumably pre-serum) Steve Rogers was in a barbershop quartet is hysterical.
    • And if post-serum, the fact that the other members would likely be fellow Howling Commandos is even funnier. Try to guess which three!
  • Friend or foe identification by Steve Rogers.
    Sam Wilson: How do we know the good guys from the bad guys?
    Steve: If they're shooting at you, they're bad.
    • A few minutes later:
      Falcon: [after getting shot at with cannons] Hey, Cap. I found those bad guys you were talking about.
      Steve: You OK?
      Falcon: I'm not dead yet.
  • Steve repeatedly lapping Sam during their morning run around the Reflecting Pool.
    Sam Wilson: [notices Steve about to lap him for the umpteenth time] Don't say it, don't you say it—!
    Steve Rogers: [laps him] On your left!
    Sam: COME ON!
    • Which later becomes equal parts funny and heartwarming as Steve says it again when he wakes up in the hospital.
    • Fridge Funny: It's a literal Running Gag!
  • Sam Wilson suggests to Steve that he listen to the soundtrack to Trouble Man by Marvin Gaye and that'll tell him all he needs to know about what he's missed while he was asleep. Steve takes out a pen and notepad and adds it to a list he made of things to catch up on. It reads:
    I Love Lucy (television)
    Moon Landing
    Berlin Wall (up + down)
    Steve Jobs (Apple)
    Thai Food
    Star Wars/Trek
    Nirvana (Band)
    Rocky (Rocky II?)
    • Star Wars is crossed out, possibly indicating he's already seen one or all of the movies.
    • In the UK edition of the film, I Love Lucy is replaced with Sherlock, Steve Jobs is replaced with Sean Connery (which implies in that version that Rogers is binge-watching the James Bond movies in his spare time), and the 1966 World Cup Final and The Beatles are on there as well.
    • Meanwhile, the Australian version includes AC/DC (likely thanks to Tony Stark), Steve Irwin and Skippy the Bush Kangaroo. Thai food and the following entries seem to be the same for every countries, except for Australia, where "Thai food" was replaced by "Tim Tams".
    • The French version mentions: the 1998 World Cup (won by France), Louis de Funès, Coluche (one of the greatest French stand-up comedians), The Fifth Element, and Daft Punk.
    • The Italian version also mentions its World Cup championship along with Vasco Rossi, Ferrari's victory at Formula One and Roberto Benigni.
    • The Mexican/Latin American versions include Nobel laureate Octavio Paz, Shakira, Maradona's "Hand of god" goal, Neri Vela (first Mexican astronaut) and the Chilean miners.
    • The South Korean version includes Oldboy (2003), Dance Dance Revolution and soccer star Park Ji-Sung.
    • The Brazilian version includes Wagner Moura, Ayrton Senna, kids show host Xuxa, comedy rock group Mamonas Assassinas, and Chaves.
    • The fact that Steve's to-do list essentially boils down to "understand that reference". Which pays off when Natasha makes a WarGames reference, and he's quick to tell her that he got it.
    • And as a Brick Joke, the ending montage is set to "Trouble Man".
    • Then there's Steve's line "Internet, so helpful!" without a trace of sarcasm. He really does sound like an old man with his first computer. And that he says he's been "reading" it to catch up. Not browsing, not surfing, but "reading." Like a newspaper.
  • Rogers and Natasha "borrow" a car and go on a road trip... to New Jersey. Their discussions en route are pretty funny.
    Natasha: When did Captain America learn how to steal a car?
    Steve: Nazi Germany. And we're borrowing it. Get your feet off the dash.
  • A Hilarious in Hindsight bit comes up again from the first film; Howard Stark says that the Cap's original suit can stop a knife but doesn't expect HYDRA soldiers to resort to hand-to-hand combat. Fast forward here, and every time he faces the Winter Soldier... Cap manages to neatly disarm him of all his weaponry except the knife.
    • Especially amusing in the final fight when the Winter Soldier charges Steve (and the camera), knife in hand, with a terrifyingly feral expression. Steve's face, rather than apprehension or worry, basically says, "Oh, naturally."
  • Rogers goes to the Smithsonian exhibit honoring him and his WWII compatriots incognito. A kid recognizes him, but Rogers just asks him to keep quiet with a small "Sssh." The kid's look as he slowly nods is priceless. And adorable.
  • During the opening raid, we cut to a long shot of Steve running towards one of Batroc's men... and just casually knocking him over the railings without having to slow down.
  • "Captain Rogers." "Neighbor." (The beat with Sharon Carter bearing a somewhat disgusted face just kills it.)
    • The way he says "Neighbor" makes him sound suspiciously like (the other) Mister Rogers
  • At one point during the raid, he actually throws himself into an attacker's arms bridal style, as an actual combat move. It works.
  • Rogers and Nick Fury get on an elevator to go down to Project Insight. Rogers' first comment is about the lack of generic elevator music playing. And this leads Fury to talk about his grandfather the badass elevator operator (see Fury's folder for more).
     Natasha Romanoff/Black Widow 
  • Black Widow trying to get Steve a date... in the middle of an operation.
    Black Widow: What about the nurse that lives across the hall from you? She seems kinda nice.
    Steve: Secure the engine room, then find me a date.
    Black Widow: I'm multitasking!
    • She does it later again after throwing Sitwell off a building
      Natasha: Oh wait, what about that girl from Accounting? Laura...?
      Steve: Lillian. Lip piercing, right?
      Natasha: Yeah. She's cute.
      Steve: Yeah... I'm not ready for that.
    • That scene has both the lead-up to the throwing ("Is this little display meant to insinuate that you're going to throw me off this roof? Because that's not your style." "You're right, it's not. It's hers.") and Falcon throwing him back on the roof. Sitwell is clearly shocked at all this!
  • Hell, Natasha's first line: "Hey fellas, either one of you know where the Smithsonian is? I'm here to pick up a fossil."
    • Blink and you'll miss it, but Natasha ended her text to Steve with a smiley face.
  • After Steve hides the data stick that Fury gave him in a hospital vending machine behind some chewing gum, he returns to find all the gum gone, along with the stick, only for Natasha to appear behind him chewing gum. Even funnier as you realize that Steve's plan for securing the data that as far as he knows Fury died trying to protect relied on fewer than three people wanting to buy a pack of gum.
  • Steve and Natasha's disguises at the mall which makes them look like hipsters.
    • Steve's disguise includes an ordinary pair of glasses. This is especially hilarious if you know who Steve's direct counterpart in DC is. And according to conceptual storyboards, Natasha deliberately got him clothes a size too small as well as a World War II veteran's hat (because, technically, he is a WWII veteran)!
    • Natasha immediately going into spy mode and pretending Steve's her fiancé and the awkward way Steve tells the guy in the Apple store, "We're getting married."
    • And when the guy asks where they're honeymooning, Steve looks at the screen when Natasha has tracked the computer signal and says "New Jersey".
      • Born-in-Brooklyn Steve visibly has to stop himself from making a face. (This is also a Call-Back—Steve's fake address for his fourth enlistment attempt was Paramus, NJ, and Bucky was disgusted with him for it.)
    • The Apple employee looks at Steve in a stunned manner, and for a brief moment we think that he recognizes him under his hipster-ish disguise—but this exchange happens:
      Apple employee: I have the exact same glasses!
      Natasha: [not even looking] Wow, you two are practically twins.
      Apple employee: [laughs] Yeah, I wish! [gestures at Steve] Specimen!
    • Natasha hacking the drive:
      Natasha: The person who developed this is slightly smarter than me. Slightly.
    • And after, the hilariously fake laugh he has when Natasha tells him to pretend to laugh at something she said.
    • Steve and Natasha's Fake-Out Make-Out when passing Brock Rumlow on the escalator.
      Natasha: Kiss me.
      Steve: What?
      Natasha: Public displays of affection make people very uncomfortable.
      Steve: [uncomfortably] Yes, they do!
    • And afterwards, Steve says something with a slight implication he really enjoyed the deal.
      Natasha: You still uncomfortable?
      Steve: It's not exactly the word I would use.
    • Later on, Natasha pokes fun at Steve as she realizes that she gave him his first kiss in 70 years. Steve insists that she is wrong.
      Steve: I'm 95, I'm not dead.
      • This, and her continued determination to find him a date, collide in a weirdly hilarious bit of Dramatic Irony.
      Steve: It's kind of hard to find someone with shared life experience.
  • After Natasha shows Steve—Bare Your Midriff-style—a nasty scar she sustained when she first encountered the Winter Soldier.
    Natasha: Bye-bye, bikinis.
    Steve: Yeah, I bet you look terrible in them now.
  • Natasha growling, "Shall we play a game?" when she and Steve find the underground computer room in the old S.H.I.E.L.D. office, then trying to explain to Steve that it comes from WarGames. And Steve's already seen it!
  • After Natasha uploads S.H.I.E.L.D.'s entire database (and HYDRA's with it) to the internet, she notes brightly that it's trending. Just imagining how Twitter is filled with statuses like "Damn, S.H.I.E.L.D. is HYDRA. We've been tricked!" is quite hilarious on its own.
  • "I only act like I know everything, Rogers." And Steve telling Nat to stop lying. It's his clear exasperation, as someone who is genuinely honest, that makes it funny.
  • A small one, but Natasha's quiet, annoyed, "Ow" after she shorted out Pierce's shoulder ID-bomb is pretty hilarious. She sounds like a little girl who got stung by a bee, not a woman who just gave herself a massive electrical shock.
    • When you consider how often she shocks enemies, the look on her face almost says, "So that's what I've been doing to people."

     Nick Fury 
  • Fury in Steve's apartment.
    Steve: I don't remember giving you a key.
    Fury: What makes you think I'd need one?
  • Also, while the police are chasing him through the heart of DC, his SUV's onboard computer gives a litany of damaged components. Fury loses his temper.
    Fury: Well, what's not damaged?!
    Car AI: Air conditioning is fully operational.
    Fury: [disgusted face]
    • The previous guy to play Fury also had a talking car.
    • His grumbled "You wanna see my lease?" to the cops who pull up alongside his car right before the ambush begins also came off as not a little grimly hilarious, because he thinks the two officers are eyeing him suspiciously as a black man driving a very expensive, heavily fortified Chevrolet Suburban SUV. One wonders what's happened to other cops who tried to pull Nick motherfucking Fury over for driving while black...
  • It's during a more dramatic moment, but after the Winter Soldier totals Fury's car and closes in, Fury grabs a tool that looks a little like a lightsaber... A second later it's revealed he cut through solid concrete to escape the Winter Soldier.
  • Fury reminding Falcon that the floor numbers "aren't painted on the outside of the building!"
  • Fury's story about his grandfather's reaction when people tried to mug him. Almost like nonchalant badassery runs in his family.
  • Whoever Rogers and the others hired to create Nick Fury's 'grave' was told to inscribe a very specific epitaph on it: Ezekiel 25:17 "The Path of the Righteous Man..."
    • Also, Nick's parting comment: "If anybody needs me," (points to his tombstone) "they can find me right here."
  • Nick Fury offhandedly comments that the Helicarriers now have repulsor engines after Tony Stark's "up-close look" at the old turbines... which, if you'll remember, involved him being battered around repeatedly by the gigantic rotor blades.
  • Fury's insistence that he lost an eye "the last time [he] trusted someone" becomes extremely petty with the reveal that it's a scratch from Goose.

     Sam Wilson/The Falcon 
  • The very battered Steve and Nat show up at Sam Wilson's house.
    Steve: We need somewhere to lay low.
    Natasha: Everyone we know is trying to kill us.
    Sam Wilson: Not everyone.
    • Later:
      Sam Wilson: I made breakfast, if you guys eat that sort of thing.
    • Turns into a Brick Joke even later when Falcon catches a falling Cap and comments that he's heavier than he looks.
      Steve Rogers: Had a big breakfast.
    • Sam's casual acknowledgement that he's just a regular soldier, unlike Steve. Also doubles as a subtle call back to the first scene of the movie, where Steve repeatedly lapped him whilst jogging.
      Sam: [gestures to Cap] I do what he does, just slower.
      • Oh, it gets better. It can be tracked back to The First Avenger with pre-serum Steve Rogers being, among other things, slower than other recruits. But the main trait of Steve Rogers is determination, which can be applied like this: "Steve Rogers will fulfil his training course just like other cadets, just slower."
    • Steve and Sam's very first conversation is loaded with snark:
      Steve: Need a medic?
      Sam: I need a new set of lungs! just ran 13 miles in 30 minutes!
      Steve: I guess I got a late start.
      Sam: Oh, really? You should be ashamed of yourself. You should take another lap. [beat] Did you just take it? I assume you just took it.
  • Falcon's reaction to the Winter Soldier ripping off the steering wheel of his car while he's driving down a busy highway.
    • A minor one before that:
      Sitwell: Who is this?
      Falcon: [via cellphone] The good-looking guy in the sunglasses, your 10'clock.
      [Sitwell looks in the direction he's thinking that means]
      Falcon: Your other 10'clock. [beat as Sitwell turns to the correct spot] There you go.
    • And when Falcon threatens Sitwell to enter his car:
      Falcon: You're gonna go around a corner to your right. There's a gray car two spaces down. You and I are gonna take a ride.
      Sitwell: [half-amused] And why would I do that?
      Falcon: Because that tie looks really expensive, and I'd hate to mess it up.
      [Sitwell looks down, where a sniper's laser pointer is currently over said tie. Cue the Oh, Crap! from his face]
  • This little exchange between Rumlow and Sam before they fight.
    Rumlow: This is gonna hurt. There are no prisoners with Hydra. Just order. And order only comes with pain. You ready for yours?
    Falcon: Man, shut the hell up.
    • The amount of "I'm over all of this" Sam has reached at that point can be summed up with just that line.
  • Falcon calling for evac as the crashing Helicarrier is chasing him, just before the 'floor numbers' bit.
    Black Widow: We're on it! Stay where you are!
    Falcon: [sprinting to outrun the debris] Not an option!

     ...and Everyone Else 
  • "Was he wearing a parachute?" "No. No, he wasn't."
  • Agent Sitwell's almost bored look while being held hostage.
    • Topped off with his Bond One-Liner after the pirates guarding him get sniped. "I told you. S.H.I.E.L.D. doesn't negotiate."
    • When Cap escapes the Triskelion by jumping out of the elevator and crashing all the way down to the lobby, using his shield to absorb the impact. Sitwell watches it through a monitor in disbelief: "Are you kidding me?!"
    • Another funny with Sitwell: When Steve is trying to get information out of him, holding him over the edge of a building, Sitwell says it's not Steve's style to push him off. Steve agrees... and lets Natasha do it. Sitwell falls while the pair watch... before they turn to each other and discuss Steve's dating options as if nothing had happened.
    • Blink and you'll miss it: Captain straightens Sitwell's jacket first, as if he's apologising for his behaviour so far.
    • Sitwell Screams Like a Little Girl as he falls.
    • In a very dark way, the abruptness of Sitwell's death: the Winter Soldier just shows up, grabs him, and throws him into oncoming traffic where he gets hit by a truck.
  • Right after the Star Wars Shout-Out where the Tarkin-like enemy officer gives the "you may fire when ready" line, the Helicarriers' systems that are targeting millions of people go down. When the officer shouts at the systems-operator demanding where the targets are, the system turns back on and shows that they are now the targets of the other two Helicarriers. The Oh, Crap! look on them is priceless.
  • Stan Lee is, of course, back. His cameo this time has him as a Smithsonian night guard at the Captain America exhibit. Upon seeing that the old WWII uniform is gone, he laments how they are so going to fire him.
    • Look closer: the Captain America statue sans uniform looks like he's using his shield to protect his modesty.
    • And in the post-credits Stinger when Bucky visits the Smithsonian exhibit, the Captain America mannequin is missing entirely.]] Apparently, Steve didn't return the uniform! To be fair, it had gotten a little shot...
  • After S.H.I.E.L.D. is dissolved and the personnel branch out to new jobs, Maria Hill decides to work for Stark Enterprises. Talk about an odd couple that's going to form with her and Tony Stark. We now just wait for the next Avengers sequel to come out to see the payoff.
    • It begins to make perfect sense when you remember that Pepper Potts is in charge. Now, Tony Stark is going to have to go up against two of the most powerful women in the MCU.
    • Possibly a "Funny Aneurysm" Moment now we know a Civil War film is in the works. You can bet she's going to be supporting Tony and the Superhuman Registration Act, considering her role in the comics.
  • Jenny Agutter's unnamed World Council member suddenly going kung fu on Robert Redford's Pierce is pretty funny if one is familiar with the actor. At the moment her other big role is a nun in Call the Midwife. Seeing Sister Julienne kicking ass is kind of hilarious. 'Course, it turns out to be a well disguised Natasha.
  • The appearance of Danny Pudi as a S.H.I.E.L.D. technician. He looks like being held at gunpoint by Captain America is the greatest moment of his life.
  • Zola's reaction when Cap punches out the monitor. "As I was saying..."
    • Also, his indignation when Cap gets his nationality wrong. "First correction: I am Swiss."note 
    • There's also Zola's introduction as a large, bulky and imposing computer mainframe straight out of The '70s...with a very modern and out of place USB hub sitting nicely on the main interface. Also helped by Natasha's line just slightly earlier:
      Natasha: [referring to the tech] This— this can't be the data point. The technology here is ancient. [about to say something else, only to stare in faint disbelief at the very clearly modern USB hub]
    • As he starts monologuing: "You are standing in my brain". The line itself is funny, but Zola's accent and robotocized voice are really what sell it.
  • During Zola's montage of what HYDRA has achieved, it is revealed they're responsible for North Korea, which is crazy personified. Just laugh as you realize that if Kim Jong-Un painted a tunnel black and said it was a coal mine, it was because HYDRA told him. Apparently North Korea's craziness is engineered by HYDRA agents with a sense of humor. Oh, and before we forget, a special shoutout to HYDRA for apparently manipulating WikiLeaks—if Julian Assange has even half the ego that he really does, he won't be happy about that. (Not to mention that S.H.I.E.L.D. probably put him out of a job as a result of the movie.)
  • Seeing the Winter Soldier punt a poor technician directly into a Quinjet engine is pretty funny in a dark way. Especially because earlier in the film, Rogers punts a nameless henchman off the side of Batroc's ship in much the same way.
  • Maria Hill sees that two enemies are approaching. She kicks herself backwards from the desk on the office chair she's sat on, shoots them both as soon as they breach the door, and goes back to the computer, without even changing her expression.
    • Which is even better if you remember from The Avengers when the Helicarrier got breached. Yeah, apparently she learned from that.
  • Funny once you think about it: Sitwell mentions that two of the targets of Zola's algorithm were Bruce Banner and Dr. Stephen Strange. Now, really, how do they expect that to turn out?
    • Kevin Feige actually has stated that Stephen Strange likely does not have any powers yet during the events of this film, as Project Insight was designed to anticipate future threats, not just catalog current ones. He said, that, at this point Strange is "probably not... the Sorcerer Supreme," but is an "unbelievably talented neurosurgeon who's opinionated and kind of arrogant... [which] might put him on the list."
  • It's the lowest point of the film, where it feels like all might be lost—the heroes are captured, Natasha is wounded, and they're being transported somewhere less public to be disposed of. Suddenly, one of the guards in the van activates their stun baton and knocks out the other guard, before taking off their helmet to reveal it's Maria Hill! Her first words?
    Maria Hill: Ow... That thing was squeezing my brain! [stares at Falcon] Who's this guy?
    • The gag reel made this moment funnier, surprisingly. Apparently, Cobie Smulders had trouble removing the helmet in some takes.
    • Fridge Humor: Not being a member of S.H.I.E.L.D, Falcon likely didn't know who she was either—so he was probably thinking the same thing.
  • In the end credits scene with Quicksilver and Scarlet Witch there is a brief shot of Scarlet Witch using her powers and a block off to the side just falls down from the others.
  • When Nat & Steve access the USB in the computer store, S.H.I.E.L.D. detected them and sent agents. When the agents touch down, you can see bruises and scars on their face. Given this is right after Steve's elevator scene and escape, these agents may relish the chance for a payback.
  • Alexander Pierce has several gems
    • The way he greets the Winter Soldier:
    Pierce: You want some milk?
    • When Fury turns out to be alive, revealing himself to Pierce at S.H.I.E.L.D. headquarters:
    Pierce: Did you get my flowers?
    • When Steve does his Rousing Speech over the loudspeakers and says, "Alexander Pierce is their leader," everyone else in the room turns to look. Pierce does a tiny shrug, like, "Yeah, I'm HYDRA. Sorry?"
    • Disabling the encryption of the SHIELD data requires a retinal scan of two Alpha-level members
    Pierce, as Nick Fury approaches the scanner: 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...[lifts his eye patch to reveal his damaged but intact eye] need to keep both eyes open.
    Pierce: [gives faintly disgusted look best interpreted as "Did you really just 'Always bet on black' me?

  • During the "Cap and Falcon run to land on the Helicarriers" scene.
    Mackie: How do we know the good guys from the bad guys?
    Evans: We're supposed to be running that way!
  • Scarlett's ":D" Aside Glance right in the camera after Chris Evans flubs a line.
    • She and Chris have identical ":D" expressions after when they flub a car scene.
  • Robert Redford forgets what franchise he's in.
    Redford: To disable Krypton... Krypton? That's Superman stuff.
  • After several failed attempts to say "Tell them I'm in pursuit".
    Evans: Let's blow up this popsicle stand.
  • Captain America meets his greatest nemesis yet... A LOCKED DOOR! Complete with Chris Evans making whimpering, sobbing noises when he fails to break it, too... followed closely by the entire crew cheering when he finally gets it open.
  • Mackie's Accidental Innuendo after Sitwell's line about HYDRA not liking leaks.
    Mackie: So why don't you stick a c**k in it? ...cork.
    Evans: That's one way to do it.
  • Anthony Mackie's "Cut the check!" montage. He says it every time he finishes a scene, and apparently, it lost all meaning to the Russo Brothers about 1/3rd of the way though filming.
    • Mackie's scene (we of course don't get much context) of asking if the director wants the "Wesley Snipes or Denzel Washington" performance, and Chris Evans bursts into laughter, and then one-ups him, asking if the director wants him to do "Ben Affleck or Keanu Reeves?"
      • You can also hear someone off-camera ask for Denzel.
        Mackie: Done! Roll sound!
      • Becomes Hilarious in Hindsight if you imagine Chris Evans playing Captain America as Ben Affleck playing Batman.
  • Chris Evans giving orders and sounding increasingly childish doing so, culminating in him giving an outright whiny "'cause I'm in chaaarge!" and stamping his foot on the ground.
  • Cobie Smulders drops the ball on a line and tries to justify herself; Jackson isn't having it:
    Smulders: I got confused with my eye line, I think I looked directly in the camera.
    Jackson: I don't care. You just forgot the line; now you tryin' to make up some other s***.


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