3rd Person's POV

"Attention, all SHIELD agents. This is Steve Rogers. You've heard a lot about me over the last few days, some of you were even ordered to hunt me down. But I think it's time you know the truth. SHIELD is not what we thought it was, it's been taken over by HYDRA. Alexander Pierce is their leader. The STRIKE and Insight crew are HYDRA as well. I don't know how many more, but I know they're in the building. They could be standing right next to you. They almost have what they want: absolute control. They shot Nick Fury and it won't end there. If you launch those Helicarriers today, HYDRA will be able to kill anyone that stands in their way, unless we stop them. I know I'm asking a lot, but the price of freedom is high, it always has been, and it's a price I'm willing to pay. And if I'm the only one, then so be it. But I'm willing to bet I'm not."

Sam smiles, "Did you write that down first, or was it off the top of your head?"

Sammie laughs then follows the two to the helicarriers.

"Hey, Cap, how do we know the good guys from the bad guys?"

"If they're shooting at you, they're bad."

Sam, in his Falcon suit, flies off as Sammie and Steve head down. The HYDRA agents starting shooting at them as Sam flies around avoiding getting shot.

"Hey, Cap, I found those bad guys you were talking about."

"You okay?"

Flying off as the HYDRA agents continue to shoot at him, "I'm not dead yet."

"Sam! Don't say that!"

"Sorry Sammie."

Back with Hill at the headquarters she notices two HYDRA agents making breaking into the headquarters, she shoots and kills them as they enter, "Six minutes."

Steve is trying to get away from the HYDRA agents shooting at him on the Helicarrier while Sammie shoots others behind her.

"Hey, Sam, we're gonna need a ride."

"Roger! Let me know when you're ready."

Steve just manages to pull Sammie with him and jump off the edge as a HYDRA agent shoots a missile at them.

"I just did!"

Sam flies in just in time to catch Steve who holds onto Sammie. Sam flies onto the last Helicarrier.

"You know, you're a lot heavier than you look."

"I had a big breakfast."

Suddenly, Bucky appears and pushes Steve off the edge making Sammie fall with him.

"Steve! Sammie!"

As Sam goes to fly off and help Steve, Bucky grabs one of his wings and throws him back. Sam starts shooting at Bucky and as he goes to fly off Bucky uses his weapon to rip off one of Sam's wings.

Below Steve and Sammie fall. Steve quickly grabs the helicarrier and Sammie's arm. As she stops falling a loud pop comes from her shoulder.

"Ah oh god! I think you popped my arm out it's socket!"

Steve looks down at Sammie groaning trying to pull her up. He struggles as he holds his own weight with one hand. Suddenly, his eyes flash from present time to past and Sammie turns into Bucky.

"Steve... Steve!"

Steve shakes his head and looks down at Sammie who has tears in her eyes, "I'm slipping."

"No! I got you!" Steve grunts as he uses all his might to pull her up as her hand slowly slips from his.

"Grab onto my hand with your other arm!"

"I can't!" Sammie cries as she tries to pull up her arm but it had been the one she was shot in.

"Yes you can! I am not losing you!" Steve tries to pull her up more but his grip on her wrist slips out and all he has to hold onto is her hand.

Sammie cries out in pain as she lifts her other arm up. Just as her fingers slip from his grasp he catches onto her other arm. Sighing in relief, he somehow manages to pull her up and hold onto her better. He helps her swing to the helicarrier so she is able to put herself then he pulls himself up. As soon as he is on the surface of the helicarrier he pulls Sammie into a tight hug.

"I'm never losing anyone like that again..." He mumbles into the side of her neck.

Above Bucky kicks Sam off the Helicarrier, Sam manages to get his parachute out and lands on the roof of the Triskelion.

"Cap? Cap, come in. Are you okay?"

"Yeah, I'm here! I'm still on the Helicarrier. Where are you?"

"I'm grounded, the suit's down. Sorry, Cap."

"Don't worry, I got it."

Hill notices Rumlow on the monitor, "Falcon?"

"Yeah?"

"Rumlow's headed for the Council."

"I'm on it."

Inside the Helicarrier, Steve is confronted by Bucky, "People are gonna die, Buck. I can't let that happen."

Bucky stares at him coldly.

"Please, don't make me do this."

Seeing Bucky won't back down Steve throws his shield at him and they start battling each other, as they fight Steve manages to bring up the targeting blade system, but as Bucky attacks him the chip falls from Steve's hand.

"Drop it! Drop it!"

As Bucky continues to hold the chip, Steve breaks his arm and holds onto his throat until he passes out and lets go of the chip, Steve then grabs the chip and rushes off.

Charlie XO on radio, "Sixty-five seconds to satellite link. Targeting grid engaged. Lowering weapons array now."

Maria speaks to Steve as she watches from the monitor, "One minute."

Steve desperately tries to get back up to the Helicarriers to get to the targeting system where Sammie is standing when Bucky becomes conscious and shoots at Steve in the left thigh and then the right shoulder, but Steve still manages to climb up.

"Thirty seconds, Cap!"

"Stand by."

He gets the chip out and hands it to Sammie. She hurries and turns around placing the chip in the spot as Steve shields her body. Bucky shoots Steve in the stomach and he falls making Sammie turn around and put pressure on his wounds.

Charlie Weapons Tech, "We've reached three thousand feet. Sat link coming online now."

Charlie XO, "Deploy algorithm."

Charlie Weapons Tech, "Algorithm deployed."

Hill watches as the weapons are being targeted at Washington, the White house, the Pentagon, Stark Tower, aiming to kill over 700,00 people.

Charlie Weapons Tech, "Target saturation reached. All targets assigned."

Charlie XO, "Fire when ready. Where are the targets? Where are the targets?"

Maria Hill frowns, "Okay, Cap, Sammie, get out of there."

Hill then gets the Helicarriers weapon targets to open fire upon each other.

"Fire now."

"But, Steve..."

"Do it! Do it now!"

Reluctantly Hill makes the Helicarriers open fire on each other.