Dr. Cedric Rawlings was a mad scientist who was driven to betray the allies to the nazis during world war 2 because he blamed the allies for his losing one of his hands, he DID however manage to replace it with a prosthetic one that seemed to function just as well if not BETTER which was a demonstration of his genius and good reason for the nazis to want him on their side instead of the allies. However, when he proved clever enough to capture Captain America and Bucky, they decided to make his sister join their fate and when he protested revealed that they needed HIM but not her so cared nothing for what happened to the girl. When Captain America and Bucky managed to escape with her help she was shot forcing Dr. Rawlings snapped and tried to help Captain America and Bucky if only to avenge her but his mind cracked from the guilt of not being able to save his sister and seemed to die in his castle. Captain America considered him to have suffered enough and redeemed himself so when he encountered Dr. Rawlings again alive and well he asked him to join him but Dr. Rawlings refused because he still felt he was not yet worthy of being trusted.
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