At his home, Pierce goes to his kitchen to get a drink when he sees the Winter Soldier sat behind behind him with his gun on the table when his housekeeper calls out.

She asks, "I'm going to go, Mr. Pierce. You need anything before I leave?"

"No. Uh...it's fine, Renata, you can go home,"" said Pierce.

"Okay, night-night," said Renata.

Pierce says to her as she leaves, "Good night," then he asked the Winter Soldier, "Want some milk?" he doesn't answer, "The timetable has moved. Our window is limited. Three targets, Level Six," he says as he pours himself a glass of milk and goes over to join the Winter Soldier at the table, "They already cost me Zola. I want confirmed death in ten hours," he ordered.

Just then Renata interrupts them as she enters the kitchen, she says, "Sorry, Mr. Pierce, I...I forgot my phone," she notices the Winter Soldier.

Pierce says, "Oh, Renata. I wish you would have knocked," and he picks up the gun from the table and shoots and kills her.

***

Returning home from his morning run Sam hears a knock at his door, he opens the door to see Steve, Natasha, and Gabriella.

He says, "Hey, man."

Steve apologizes, "I'm sorry about this. We need a place to lay low."

Natasha adds, "Everyone we know is trying to kill us."

Sam pauses a moment before replying, "Not everyone."

Sam lets them enter, later as Steve and Natasha are cleaning up, while Gabriella was taking a nap as she was really exhausted, Steve notices Natasha looking sad and thoughtful.

He asks, "You, okay?"

She answers, "Yeah."

He asks her, "What's going on?"

Natasha says, "When I first joined SHIELD, I thought I was going straight. But I guess I just traded in the KGB for HYDRA. I thought I knew whose lies I was telling, but...I guess I can't tell the difference anymore."

Steve says to her, "There's a chance you might be in the wrong business."

She smiles faintly, and says, "I owe you."

He says, "It's okay."

She then asks him, "If it was the other way around, and it was down to me to save your life, and you be honest with me, would you trust me to do it?"

He answers honestly, "I would now. And I'm always honest."

Natasha jokes, "Well, you seem pretty chipper for someone who just found out they died for nothing."

He says, "Well, I guess I just like to know who I'm fighting."

Sam comes in and offers, "I made breakfast. If you guys...eat that sort of thing."

Gabriella perks up, awakened at the thought of food, "Finally food!" this makes the other three chuckle at her antics.

Later as they are sat in Sam's kitchen, while the youngest is still eating food.

Natasha asks, "So, the question is: who in SHIELD could launch a domestic missile strike?"

"Pierce," answered Steve, knowing that everything now made sense.

"Who happens to be sitting on top of the most secure building in the world," added Natasha.

Steve adds, "But he's not working alone, Zola's algorithm was on the Lemurian Star."

"So was Jasper Sitwell," said Gabriella as her mouth was still full, listening in on the conversation.

"Don't talk with your mouth full," scolded Natasha like a mother to a child.

Steve wonders, "So, the real question is: how do the three most wanted people in Washington kidnap a SHIELD officer in broad daylight?"

Sam answered for him, "The answer is: you don't," as he drops a file in front of Steve.

Steve asks, "What's this?"

"Call it a resume," answered Sam.

Natasha picks up a photo of Sam with his para-rescue team, and says, "Is this Bakhmala? The Khalid Khandil mission, that was you," she says to Steve, "You didn't say he was a para-rescue," as he was looking at the photo of Sam with his colleague.

"Is this Riley?" asked Steve.

"Yeah," answered Sam.

Natasha asks, "I heard they couldn't bring in the choppers because of the RPGs. What did you use, a stealth chute?"

Sam says, "No. These," as he hands Steve the file, Gabriella's eyes widen in astonishment.

Steve opens it and reads it, "I thought you said you were a pilot," he said.

"I never said pilot," said Sam.

"I can't ask you to do this, Sam. You got out for a good reason," said Steve.

Sam says, "Dude, Captain America needs my help. There's no better reason to get back in."

Steve asks, "Where can we get our hands on one of these things?"

Sam answers, "The last one is at Fort Meade, behind three guarded gates and a twelve-inch steel wall."

Steve looks at Natasha who shrugs her shoulders, he says, "Shouldn't be a problem."

Then Gabriella says, "You know, we'll need to come up with a good hero name for you," as she smiled at the thought of Sam joining them.

Steve throws down the file on the table and revealing that it's a classified military project called Falcon.

***

After their meeting is over Sitwell walks out of the building with another man.

The man says, "Listen, I gotta fly home tonight, cause uh...I got some constituency problem, and I gotta press the flesh."

Sitwell asks, "Any constituent in particular, Mr. Senator?"

The Senator answers, "Uh...no, not really. Twenty-three, kind of hot. Real hot. You know, wants to be a reporter, I think. I don't know, who listens at that point?"

"Doesn't sound much of a problem to me," said Sitwell.

Mr. Senator says, "Really? Cause she's killing my back. Look, this isn't the place to talk about it," he then points to the pin on Sitwell's coat, "That is a nice pin," he complimented.

Sitwell says, "Thank you."

The Senator says, "Come here," as they embrace and as they do, he whispers to Sitwell, "Hail, HYDRA," as Stern steps away he touches his back and says, "See, it's right there..."

Sitwell says, "I just saw that, yeah."

Mr. Senator asks, "Should I get it checked?"

Sitwell says, "I think you should," and the Senator walks away. Then Sitwell gets a call from Pierce, so he turns to his men, "I need a minute. Bring the car around," his men leave, and Sitwell answers the phone, "Yes, sir?"

"Agent Sitwell, how was lunch? I hear the crab cakes here are delicious," said someone else who is not Pierce, it was Sam.

"Who is this?" asked Sitwell.

Sam answers, "The good-looking guy in the sunglasses, your ten o'clock," Sitwell looks around but doesn't see him, "Your other ten o'clock," Sitwell turns the other way and sees Sam sitting a few feet away from him, "There you go."

Sitwell asks, "What do you want?"

Sam tells him, "You're gonna go around the corner, to your right. There's a grey car, two spaces down. You and I are gonna take a ride."

"And why would I do that?" asked Sitwell.

Sam answers, "Because that tie looks really expensive, and I'd hate to mess it up."

Sitwell looks down at his tie and sees a small red light on his tie and realizes that there was a sniper in the area.

Steve throws Sitwell across a rooftop, Natasha and Gabriella, who's in her suit, follow behind him.

"Tell me about Zola's algorithm," he demanded.

Sitwell denies, "Never heard of it."

Steve asks, "What were you doing on the Lemurian Star?"

Sitwell lies, "I was throwing up, I get seasick," Steve forces him to the edge of the rooftop, Sitwell just smiles, "Is this little display meant to insinuate that you're gonna throw me off the roof? Because it's really not your style, Rogers, or yours either Spider," he said smugly.

"You're right. It's not," said Steve.

"It's hers," finished Spiderwoman.

Steve steps aside and Natasha kicks Sitwell off the roof. He plummets down, screaming.

Natasha suggests, "Oh, wait. What about that girl from accounting, Laura...?"

"Lillian. Lip piercing, right?" said Steve.

She says, "Yeah, she's cute."

"Yeah, I'm not ready for that," he said.

"You know she might not give up on this little project," remarked Spiderwoman.

But then, Sam, in his Falcon jet-pack suit with wings, flies up, holding Sitwell and throws him down on the roof.

The trio walk towards Sitwell, he holds his hand up in fear.

"Zola's algorithm is a program...for choosing Insight's targets!" said Sitwell, revealing the truth.

"What targets?" asked Steve.

Sitwell explains, "You two!" pointing to him and Spiderwoman, "A TV anchor in Cairo, the Undersecretary of Defense, a high school valedictorian in Iowa city. Bruce Banner, Stephen Strange, anyone who's a threat to HYDRA! Now, or in the future."

Spiderwoman asks, not believing him, "The Future? How could it know?"

Sitwell laughs and says, "How could it not? The 21st century is a digital book. Zola taught HYDRA how to read it," the trio look at him in confusion, "Your bank records, medical histories, voting patterns, e-mails, phone calls, your damn SAT scores. Zola's algorithm evaluates people's past to predict their future."

"And what then?" asked Steve, wanting Sitwell to continue.

"Oh, my God. Pierce is gonna kill me," said Sitwell, in panic.

Spiderwoman demands, "What then?!"

Sitwell answers, "Then the Insight Helicarriers scratch people off the list. A few million at a time."

"By the gods," said Neith, as she was standing at the ledge, unseen by the other two, only seen by Spiderwoman. She is in shock that humans would go that far to seek to control.

***

The four, and Sitwell, are now on their way to SHIELD headquarters to get to the Triskelion, so they can stop the Helicarriers from launching. With Sam driving the car, Steve in the passenger seat, and the rest in the back.

Sitwell says, "HYDRA doesn't like leaks."

Sam remarks, "So why don't you try sticking a cork in it."

"Or tape it up," added Spiderwoman, then she adds, "Why am I in the middle, I don't want to sit next to this asshole."

Natasha informs. "Insight's launching in sixteen hours, we're cutting it a little bit close here."

Steve plans, "I know. We'll use him to bypass the DNA scans and access the Helicarriers directly."

Sitwell says, "What?! Are you crazy? That is a terrible, terrible idea-"

Suddenly something, or rather someone, lands on the roof of the car, an arm pulls Sitwell out through the window and throws him into the oncoming traffic, killing him, the figure then starts shooting at them until Steve pulls the break handle making the figure drop down onto the street, revealing that it was the Winter Soldier, as another car smashes into the trio's car from behind and pushes them along, the Winter Soldier jumps back onto their car, smashes through the windscreen and pulls out the steering wheel.

"Shit!" exclaimed Sam.

Natasha starts shooting at him but the Winter Soldier jumps onto the vehicle behind them, as the trio's car is being pulled off the road Steve holds on to the car door.

Steve tells the others, "Hang on!" and he breaks open the door, holding onto Natasha, Sam, and Spiderwoman, they slide on the car door through the street. Sam slipped out of the group and rolled away.

Another car stops beside the Winter Soldier and HYDRA agents come out, one of them passes a grenade launcher to the assassin. He fires it at the other three, Steve pushes Natasha and Spiderwoman out of the way and uses his shield to defend himself, but he when he got blasted, he got launched back into a bus below the bridge of the highway.

The rest of the HYDRA agents are shooting at the remaining of the four who are still on the bridge. They were moving behind cars and the Winter Soldier fired the grenade launcher at Natasha. She manages to dodge the attacks as she jumps off the bridge and uses a grapple to go down.

Spiderwoman follows her as she swings down beneath the bridge to try to get as many civilians out of the crossfire as possible, "Everyone clear out, this area isn't safe!"

The Winter Soldier then takes one of the guns from an agent and aims down at the road beneath the bridge to shoot her. However, she saw his shadow and Natasha took the chance to shoot at him. She did, as one of the bullets makes its mark at his goggles.

He gets knocked back and sits down for a moment. He takes of the goggles revealing his emotionless eyes. He gets back up and fires rapidly at her, in an attempt to kill her.

The assassin orders, "Она у меня. Найди его."

The Winter Soldier goes in pursuit of Natasha as the HYDRA agents go after Steve and Sam who both manage to fend them off as they shoot at them, Steve then notices the Winter Soldier in pursuit of Natasha.

He also jumps off the bridge and lands on a car beneath him and pursues after Natasha.

The Winter Soldier thinks he's found Natasha hiding behind a car as he can hear her voice.

Natasha spoke through her comm, "I make an LZ, twenty-three hundred block of Virginia Avenue. Rendezvous two minutes. Taking fire above and below expressway. Civilians threatened. Repeat, civilians threatened," he rolls a bomb towards where he thinks she's hiding. As the bomb rolls behind the car, it stops at some sort of device recorder, revealing that Natasha isn't actually there but a recording over her voice is being played back on a phone, the recording repeats, "I make an LZ, twenty-three hundred block at Virginia Avenue. Rendezvous two minutes."

The bomb explodes. Natasha jumps onto the Winter Soldier's back and tries to strangle him.

He throws her off, and attempts to shoot her, only for Natasha to throw an electric device which shocks his metal arm before running off.

He removes the device and recalibrates his arm.

Natasha was yelling to the civilians as she tries to get away from the Winter Soldier, "GET OUT OF THE WAY! STAY OUT OF THE WAY!

She suddenly gets shot in the shoulder and falls down. She looks around her, only for the Winter Soldier to come up for behind, ready to shoot her again.

Only to be knocked down by Spiderwoman, he gets up and his goal changes to killing Spiderwoman, "Oh shit," she mutters. She puts up her fists and goes in hand-to-hand combat. She kicks one of his knees, forcing him to kneel and she tries to twist his real arm back, not thinking about the metal arm. Until she feels a sharp pain in her leg and realized that he used that arm to stab her.

Her grip loosens and he twist her arm, she cries out in pain. Just as he was about to finish her off. She was able to get out of his grip and run away behind another car, she breathed heavily. She sees the Winter Soldier jump onto a car next to her and pointed his gun at her, ready to finally kill her.

Until Steve jumps in and blocks a punch from the latter with his shield before he kicks him away, followed by him blocking a few bullets from the Winter Soldier.

The Winter Soldier briefly takes Steve's shield, and throws it at him, but Steve manages to avoid being hit. Then they fiercely battle it out.

Eventually, Steve manages to stop the Winter Soldier's arm, and throws him away, the latter's mask falling off in the process.

He lands, and looks at an aghast Steve, whom by just looking at him, has learned his true identity.

Steve says to him, in disbelief, "Bucky...?"

The Winter- Bucky asks, "Who the hell is Bucky?"

As Bucky aims his pistol at Steve, Sam flies in and kicks Bucky aside.

Bucky has a brief look of realization, but he quickly brushes it aside, and takes aim again, but before he can shoot Natasha uses the grenade launcher, he dropped against him.

He vanishes in the smoke of the explosion. Spiderwoman tries to go after him, but she stopped as she knows that he is probably gone by now.

Soon, the four hear sirens after which they are surrounded by HYDRA agents being led by Rumlow.

Rumlow shouts, "Drop the shield, Cap! On your knees! Get on your knees! Now! Get down! Get down!" Steve holds his hands up, "Get on your knees! Down!" he kicks Steve's leg and Steve kneels down, "Don't move," Rumlow looks at the helicopter flying above them and warns the agent that was holding Steve at gunpoint, "Put the gun down. Not here. Not here!"

"Shit..." muttered Spiderwoman as she raised her hands up.

The agent lowers his gun, and rest of the HYDRA agents then take Steve, Sam, Natasha, and Spiderwoman into custody.

***

As the trio is being escorted in a van, with 4 guards.

"It was him. He looked right at me like he didn't even know me," said Steve.

"How's that even possible? It was like seventy years ago," asked Sam.

Steve answers, "Zola. Bucky's whole unit was captured in '43, Zola experimented on him. Whatever he did helped Bucky survive the fall. They must have found him and..."

Natasha tries to reassure him, "None of that's your fault, Steve."

"Yeah, you didn't know that any of this would happen," agreed Spiderwoman.

Steve says, "Even when I had nothing, I had Bucky."

Sam notices Natasha is bleeding from her shoulder and looks at the guards.

He tells them, "We need to get a doctor here. We don't put pressure on that wound she's gonna bleed out here in the truck."

Suddenly one of the guards pulls out an electric rod and neutralizes the other guard and knocks him out, the third guard takes out the fourth guard with great skill as well.

The guard is revealed to be Maria Hill as she takes off her helmet, she says, "Ah. That thing was squeezing my brain," she sees Sam and asks Steve, "Who's this guy?" then she looks over at the other guard, "How are you feeling?"

"Eh, it's fine, it's weird that I'm back in the field," answered the 'guard' as he took off his helmet, revealing Gabriella's father, Miguel O'Hara.

"DAD?!" asked Gabriella as she was now confused.

"Oh, hey kid," said her dad.

"You didn't tell her?" asked Maria.

"Ok let's first get out of here then we can discuss this," said Miguel, a little annoyed.

Rumlow's crew stop their vehicles and get out.

He orders, "Four holes. Start digging."

They go over to the van holding Steve, Sam, Spiderwoman, and Natasha and as they open the door, they find it empty with one of the guards left unconscious and massive burnt whole on the car floor.

***

Hill has taken the trio to a secret facility, a man runs towards them, referring to Natasha's wound.

Maria tells the man, "GSW. She's lost at least a pint."

Sam adds, "Maybe two."

The man, who happens to be a doctor, says, "Let me take her."

Maria says, "She'll want to see him first."

Hill takes them to Fury who's alive and lying in bed, the four look at him in shock.

Fury says, "About damn time," later as Natasha's wound is being treated, "Lacerated spinal column, cracked sternum, shattered collarbone, perforated liver, one hell of a headache."

The doctor added, "Don't forget your collapsed lung."

Fury says, "Oh, let's not forget that. Otherwise, I'm good."

"They cut you open, your heart stopped," said Natasha.

"Yeah, no way you could possibly live without a heartbeat," said Gabriella.

He explains, "Tetrodotoxin B. Slows the pulse to one beat a minute. Banner developed it for stress. Didn't work so great for him, but we found a use for it."

Steve asks, "Why all the secrecy? Why not just tell us?"

Maria answers, "Any attempt on the director's life had to look successful."

Fury says, "Can't kill you if you're already dead. Besides, I wasn't sure who to trust."

Then Gabriella turned to her father, "Dad, can we talk?"

He knows what she wanted to talk about, so he answers, "Yeah sure."

They went into another room, she asks "How come you didn't tell me?"

"I, it was to keep you safe, I thought it would be better," he answered.

"Did mom know about it?" she asked, anticipatingly.

"Yeah, she knew who I was, but she accepted the fact that I was an agent," he answered.

"But did you know about any of this? Were you-" he knew what she was going to ask.

"No, no, no, no, I didn't about HYDRA, when Maria called me up, I was shocked to hear what SHIELD had become," he answered.

She then says, "I guess it's kind of cool that you were a super-secret spy agent."

He laughs, "Kind of? Well, it's better than not being cool."

***

Meanwhile, somewhere else, inside a vault, the HYDRA agents fix Bucky's metal arm and as they do so he has a brief flashback to his old life after he was recovered by Zola and the HYDRA agents.

Zola appears, "Sergeant Barnes...," he has a flashback of himself falling off a train at the edge of a mountain with Steve trying to save him.

Then he hears Steve shout, "Bucky, no!" he then has flashback to after he's picked up by HYDRA agents.

Zola's voice says, "The procedure has already started," brief flashback of Zola and a HYDRA agent amputating his left arm and replacing with the metal arm, "You are to be the new fist of HYDRA," he said to his men, "Put him on ice," then to the flashback of Bucky being frozen.

He comes back to the present and knocks over a HYDRA agent fixing his arm, Rollins points his gun at him to stop him attacking any further. As Pierce enters the vault Bucky is being held in.

One of the scientists spoke, "Sir, he's...he's unstable. Erratic, "as Pierce enters with Rumlow and some other HYDRA agents and goes over to Bucky.

Pierce demands, "Mission report," Bucky; looking blank, doesn't respond, so he demands again, "Mission report, now," then Pierce moves closer to Bucky and suddenly strikes him hard in the face.

Bucky asks, "The man on the bridge...," he has flashback to Steve calling him by his name, "Who was he?"

Pierce answers, "You met him earlier this week on another assignment."

Bucky says, "I knew him."

He sits in front of Bucky and says, "Your work has been a gift to mankind. You shaped the century, and I need you to do it one more time. Society is at a tipping point between order and chaos. Tomorrow morning we're gonna give it a push. But, if you don't do your part, I can't do mine, and HYDRA can't give the world the freedom it deserves."

Bucky says, "But I knew him."

Pierce turns to the scientists, "Prep him."

The same scientist says, "He's been out of cryo-freeze too long."

Pierce orders, "Then wipe him and start over."

The scientists strap Bucky in his chair and they begin the process of wiping his brain with Bucky screaming in pain.

***

Back at the secret facility.

Fury spoke as he looked at a photo of Pierce, "This man declined the Nobel Peace Prize. He said, 'Peace wasn't an achievement, it was a responsibility.' See, it's stuff like this that gives me trust issues."

Natasha says, "We have to stop the launch."

Fury says, "I don't think the Council's accepting my calls anymore."

"I wonder why," said Gabriella sarcastically.

Fury opens a case containing three chips.

Sam asks, "What's that?"

Maria explains, "Once the Helicarriers reach three thousand feet, they'll triangulate with Insight satellites becoming fully weaponized."

Fury says, "We need to breach those carriers and replace their targeting blades with our own."

Maria adds, "One or two won't cut it. We need to link all three carriers for this to work, because if even one of those ships remains operational a whole lot of people are gonna die."

"We have to assume everyone aboard those carriers is HYDRA. We need to get pass them, insert the server blades, and maybe, just maybe, we can salvage what's left..." Fury tries.

Steve says, "We're not salvaging anything. We're not just taking down the carriers, Nick, we're taking down SHIELD."

Fury defends, "SHIELD had nothing to do with it."

Steve says, "You gave me this mission, this is how it ends. SHIELD's been compromised, you said so yourself. HYDRA grew right under your nose, and nobody noticed."

"Why do you think we're meeting in this cave? I noticed," said Fury.

Steve asks, "And how many paid the price before you did?"

Fury defends, "Look, I didn't know about Barnes."

Then Steve says, "Even if you have, would you have told me? Or would you have compartmentalized that too? SHIELD, HYDRA, it all goes."

Maria agrees, "He's right."

Fury looks at Natasha then Sam.

Sam says, "Don't look at me. I do what he does, just slower."

He then looks at the O'Hara's.

"Hey, I'm supposed to be retired," said her father.

"I'm not even a part of SHIELD officially," added Gabriella.

Fury looks at Steve, "Well... Looks like you're giving the orders now, Captain."

***

Steve stands on a bridge and has a flashback to the time he spent with Bucky after Steve's mother's funeral.

Past Bucky says, "We looked for you after. My folks wanted to give you a ride to the cemetery."

"I know, I'm sorry. I just...kind of wanted to be alone," said Past Steve.

Past Bucky asks, "How was it?"

Past Steve answers, "It was okay. She's next to Dad."

Past Bucky was going to say, "I was gonna ask..."

Steve stops him, "I know what you're gonna say, Buck, I just..."

Past Bucky suggests, "We can put the couch cushions on the floor like when we were kids. It'll be fun. All you gotta do is shine my shoes, maybe take out the trash," as they get to the apartment door, Steve tries to find his keys, Bucky kicks a brick aside, picks up the apartment keys from under it and gives it to Steve, "Come on."

Past Steve tells him, "Thank you, Buck, but I can get by on my own."

Past Bucky says, "The thing is you don't have to," Bucky gives Steve a friendly pat on the shoulder, "I'm with you to the end of the line, pal."

Steve's thoughts of his past are interrupted as Sam and Gabriella join him on the bridge.

Sam says, "He's gonna be there, you know?"

"He'll most likely wait for you," added Gabriella.

Steve acknowledges, "I know."

Sam says, "Look, whoever he used to be, the guy he is now, I don't think he's the kind you save. He's the kind you stop."

"I don't know if I can do that," said Steve.

Sam says, "Well, he might not give you a choice. He doesn't know you."

"He will. Gear up, its time," said Steve.

Steve turns and starts to walk off.

Then Sam asks, "You gonna wear that?"

"There's no way you're gonna fight in that," said Gabriella, pointing at him.

Steve answers, "No. If you're gonna fight a war, you gotta wear a uniform."

Later as a security guard walks in the museum when he looks over to the Captain America exhibit, he notices the Captain America WWII uniform on that was on the dummy has been stolen.

The guard says, "Oh, man. I am so fired!"

***

At the Triskelion where the Helicarriers are being held.

A voice announces on the PA, "We are in final launch sequence."

A SHIELD tech informs, "We are go on guidance."

Then a woman voices on the PA, "All personnel to launch station."

Pierce meets the World Security Council as they arrive at the Triskelion.

He asks them, "And how was your flight?"

One of the Councilman answers, Hawley, "Lovely. The ride from the airport less so."

Pierce says, "Sadly, SHIELD can't control everything."

Another Councilman spoke, Rockwell, "Including Captain America."

Pierce walks over to one of the guards who hands him a case containing four pins.

He explains, "This facility is biometrically controlled, and these will give you unrestricted access."

The council members each take a pin to wear.

At the Project Insight headquarters. Two techs are conversing with each other.

The first tech says, "I've been parking there for two months."

The other tells him, "But it's his spot."

The first asks, "So, where's he been?"

"I think Afghanistan," answered the second.

The first tech spoke into his earpiece, "Negative, DT-6. The pattern is full," he says to his colleague, "Well, he could have said something."

Suddenly they hear a sharp noise through their earpiece.

The other tech says, "Must be the dish."

"I'll check it out," said the first tech.

Man on the PA announces, "Triskelion command request we clear the area for launch."

As the Tech goes and opens the door he's faced with Steve, Sam, Hill, on the other side of the door, Sam and Hill point their guns at him.

Steve says, "Excuse us," as the tech holds his hands up and steps aside to let them enter.

Pierce addresses to the World Security Council members, "I know the road hasn't exactly been smooth, and some of you would have gladly kicked me out of the car along the way. Finally, we're here, and the world should be grateful."

As they start drinking to Pierce's toast suddenly, they hear Steve over the SHIELD microphone that everyone in the building can hear.

Steve spoke, "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 asks him, jokingly, "Did you write that down first, or was it off the top of your head?"

Rockwell says to Pierce after learning the truth about him, "You smug son of a bitch."

Singh orders the two SHIELD agents who just entered the room; however, they were not, they are HYDRA agents, "Arrest him," the HYDRA agent points his gun at Singh, proving that they were not SHIELD.

Pierce says, "I guess I've got the floor."

Rumlow and his men break into the control room, where Agent 13 also is, Rumlow walks over to one of the techs.

He orders, "Preempt the launch sequence. Send those ships up now," but the tech hesitates visibly, so he demands, "Is there a problem?"

The tech, "I'm..." he was very nervous.

"Is there a problem?" he asks again.

The tech starts, "I'm sorry, sir," he takes a few nervous breaths before replying, "I'm not gonna launch those ships. Captain's orders."

Then, Rumlow pulls out his gun and points it at the tech's head, "Move away from your station."

Agent 13 walks over and pulls out her weapon and points it at Rumlow's head,
"Like he said," suddenly all the SHIELD and HYDRA agents draw their weapons and point them at each other, "Captain's orders."

Rumlow says to her, "You picked the wrong side, Agent."

Agent 13 says, "Depends on where you're standing."

Rumlow drops his gun, but as he does, he grabs his knife and cuts Agent 13's arm, leading to the SHIELD and HYDRA agents firing their guns, amidst the bullets, Rumlow manages to release the Helicarriers and runs off.

As the bay doors holding the Helicarriers are about to be opened, a SHIELD agent orders, frantically, "Close the bay door! Close the bay door now! Close the bay door!"

The HYDRA agents enter and start shooting and killing the crew and techs; at the headquarters Hill watches on the monitor as the Helicarriers are being initiated.

Hill informs, "They're initiating launch."

Steve and Sam make their way to the Helicarriers.

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

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

Sam, in his Falcon suit, flies off and Steve heads down, the HYDRA agents starting shooting at them, Sam flies around avoiding getting shot.

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

"You, okay?" asked Steve.

He answers while he flies off as the HYDRA agents continue to shoot at him, "I'm not dead yet."

Pierce watches from the window the commotion caused by Steve and Sam trying to stop the Helicarriers launching, he turns to Singh.

He asks the Councilman, "Let me ask you a question. What if Pakistan marched into Mumbai tomorrow, and you knew that they were gonna drag your daughters into a soccer stadium for execution?" as he hands Singh a glass of champagne, "And you could just stop it with a flick of the switch. Wouldn't you? Wouldn't you all?"

The Councilman says, "Not if it was your switch."

Singh tosses the glass aside, one of the HYDRA agents hands Pierce his gun and Pierce points it at Singh, suddenly Hawley kicks Singh away, then takes down the other HYDRA agents in the room before taking the gun and pointing at Pierce, she then removes her disguise to reveal it's Natasha.

Natasha says, "I'm sorry. Did I step on your moment?"

"Man, I thought I would get a cool entrance to get in," complained Spiderwoman, as she climbed out of a vent above them, surprising the Council members.

The Weapons Tech refers to the Helicarriers, "Satellites in range at three thousand feet."

Maria calls in, "Falcon, status?"

Sam responds, "Engaging," he manages to fly down to the Hellicarrier bay taking down the HYDRA jets chasing him, "Alright, Cap, I'm in," just then another HYDRA jets heads his way and starts shooting at him, "Shit!"

Sam manages to fly off and avoid getting hit, meanwhile Steve is fighting off the HYDRA agents as he tries to get inside the Helicarrier.

Maria informs, "Eight minutes, Cap."

Steve responds, "Working on it."

Rockwell asks, Natasha who is on the computer, "What are you doing?"

Pierce answers for her, "She's disabling security protocols and dumping all the secrets onto the Internet."

Natasha adds, "Including HYDRA's."

Pierce says to her, "And SHIELD's. If you do this, none of your past is gonna remain hidden," Natasha continues typing into the computer, "Are you sure you're ready for the world to see you as you really are?

She asks back, "Are you?"

"There's nothing on me, right?" asked Spiderwoman, hoping that nothing about her goes online.

"No, we have nothing on you, so you're fine," answered Natasha and the teen sighs in relief.

In the Control center of Helicarrier Alpha.

Steve reports, "Alpha locked."

Maria asks, "Falcon, where are you now?"

Sam answers, "I had to take a detour!" he is flying towards one of the Helicarriers when heat-seeking missiles are shot at him by HYDRA, so he flies back towards the Helicarrier and manages to get the missiles that were aimed at him to hit the Helicarrier giving him entrance, "Oh, yeah!" Sam flies into the Helicarrier; to Hill, "I'm in. Bravo locked," and he flies out of the carrier.

Maria informs, "Two down, one to go."

A SHIELD pilot speaks, "All SHIELD pilots, scramble. We're the only air support Captain Rogers has got. "

Suddenly Bucky appears and starts firing at the SHIELD pilots and agents killing them all after which he gets into one of the jets and flies off, back inside the building with Natasha, Pierce and the council members.

Pierce says, "Disabling the encryption is an executive order, it takes two Alpha Level members."

She says, "Don't worry, company's coming."

"Yeah, just sit tight," quipped Spiderwoman.

Just then a helicopter appears outside, lands and Fury steps out to enter the building to Pierce's surprise.

Pierce says, "Did you get my flowers?" Fury looks at him coldly, "I'm glad you're here, Nick.

Fury says, "Really? Cause I thought you had me killed."

Pierce says, "You know how the game works."

"So why make me head of SHIELD?" asked Fury.

"Cause you were the best and the most ruthless person I ever met," answered Pierce.

"I did what I did to protect people," said Fury.

Pierce explains, "Our enemies are your enemies, Nick. Disorder, war. It's just a matter of time before a dirty bomb goes off in Moscow, or an EMP fries Chicago. Diplomacy? Holding action, a band-aid. And you know where I learned that Bogota. You didn't ask, you just did what had to be done. I can bring order to the lives of seven billion people by sacrificing twenty million. It's the next step, Nick, if you have the courage to take it."

Fury denies, "No, I have the courage not to."

He then takes Pierce to the retinal scanner with Natasha pointing her gun at him.

The SHIELD computer voices, "Retinal scanner active."

Pierce questions, "You don't you think we wiped your clearance from the system?"

Fury says, "I know you erased my password, probably deleted my retinal scan, but if you want to stay ahead of me, Mr. Secretary..." Fury removes his eyepatch to reveal his scarred dead eye, "You need to keep both eyes open."

They both look into the retinal scanner with Fury using his dead eye.

The computer voices, "Alpha Level confirmed. Encryption code accepted. Safeguards removed."

Back with Hill at the headquarters.

Maria informs, "Charlie Carrier's forty-five degrees off the port bow," 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.

Steve calls, "Hey, Sam, I'm gonna need a ride."

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

Steve just manages to jump off the edge as a HYDRA agent shoots a missile at him, he yells, "I just did!"

Sam flies in just in time to catch Steve and flies himself and Steve onto the last Helicarrier.

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

"I had a big breakfast," said Steve.

Suddenly Bucky appears and pushes Steve off the edge.

Sam shouts, "Steve!" as he 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 and kicks him 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?" Steve is holding onto the side of the Helicarrier.

Steve answers, "Yeah, I'm here! I'm still on the Helicarrier," he pulls himself up, "Where are you?"

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

Steve says, "Don't worry, I got it."

Bucky watches Steve from above the Helicarrier as everyone at the Triskelion is rushing around trying to evacuate the building Rumlow fights and kills some SHIELD agents.

A man speaks through the PA, "All SHIELD agents regroup at Rally Point Delta."

Rumlow kills the speaker and another three agents.

Then a HYDRA dispatch voices to him, "Sir, Council's been breached."

Rumlow calls, "Repeat, dispatch."

The dispatch informs, "Black Widow and Spiderwoman are up there."

Rumlow says, "Headed up!"

Maria notices the man on the monitor, so she informs, "Falcon?"

Sam answers, "Yeah?"

Maria tells him, "Rumlow's headed for the Council."

So, he says, "I'm on it."

Inside the Helicarrier Steve is confronted by Bucky.

Steve says to him, "People are gonna die, Buck. I can't let that happen."

Bucky stares at him coldly.

Steve pleads, "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.

Back at the Council.

Natasha informs, "Done," she looks at her mobile device, "And it's trending.

Just then Pierce sets off the pins he gave the council members, causing it to burn deeply into their sternum, Natasha and Fury points their guns at Pierce, Spiderwoman aims her wrists at him.

Pierce says to Natasha, "Unless you want two-inch hole in your sternum, I'd put that gun down," Natasha doesn't back down, "That was armed the moment you pinned it on," Fury and Natasha reluctantly lower their weapons, even Spiderwoman stood down.

Back at the Helicarrier as they are battling it out, Bucky stabs Steve in the shoulder with his knife and then grabs the fallen chip, but Steve manages to get the knife out, grab Bucky by the throat and throws him down, armlocks him.

Steve demands, "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 let's go of the chip, Steve then grabs the chip and rushes off.

Back at the Triskelion.

An office in the SHIELD HQ.

Rumlow calls to his colleague, "I'm on forty-one, headed towards the south-west stairwell," [just then Sam attacks him, but he manages to knock Sam down and he tells him, "This is gonna hurt. There are no prisoners with HYDRA, just order. And order only comes through pain. You ready for yours?"

Sam says to him, "Man, shut the hell up," and they attack each other.

Meanwhile, Pierce calls to one of the weapons techs on the third Helicarrier, "Lieutenant, how much longer?"

The lieutenant responds, "Sixty-five seconds to satellite link. Targeting grid engaged. Lowering weapons array now."

Maria informs Steve as she watches from the monitor, "One minute," as Steve desperately tries to get back up to the Helicarriers to get to the targeting system when Bucky becomes conscious and shoots at Steve twice, but Steve still manages to climb up, "Thirty seconds, Cap!"

Steve says to her, "Stand by," he gets the chip out, but Bucky shoots Steve and he falls.

On the helicarrier's bridge.

The weapons tech informs his lieutenant how is standing next to him, "We've reached three thousand feet. Sat link coming online now."

The man next to the tech orders, "Deploy algorithm."

The tech complies, "Algorithm deployed."

Pierce hears, "We are go to targets."

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

The tech reports, "Target saturation reached. All targets assigned."

The lieutenant orders, "Fire when ready."

The tech counts down, "Firing in, three, two, one."

At that moment Steve manages to get up and place the chip in the Helicarrier's targeting blade overriding the system and locking it down.

Steve says, "Charlie locked."

As they watch the targets go offline the lieutenant questions, "Where are the targets? Where are the targets?"

Maria tells Steve, "Okay, Cap, get out of there."

Hill then gets the Helicarriers to aim their weapons to at each other.

Steve orders, "Fire now."

Maria hesitates, "But Steve..."

He shouts, "Do it! Do it now!"

Reluctantly she makes the Helicarriers open fire on each other, Steve still inside the Helicarrier looks at Bucky below him; back at the Triskelion Pierce watches the Helicarriers as they are firing at each other.

Pierce comments, "What a waste."

"And you are a waste of space," snips Spiderwoman.

Natasha asks, "Are you still on the fence about Rogers' chances?"

Pierce says "Time to go, Councilwoman. This way, come on. You're gonna fly me out of here."

As he starts to leave with Natasha, Fury tells him, "You know, there was a time I would have taken a bullet for you."

Pierce says, "You already did. You will again when it's useful."

Just then Natasha activates a small disc that emits an electric shock through her whole body and disables the pin, this gives Fury a chance to shoot Pierce, which he does so twice, Fury and Spiderwoman run over to Natasha who is lying unconscious on the floor.

Fury shouts, "Romanoff! Natasha! Natasha, come on!"

"Come on, Natasha, you can't do this!" shouted Gabriella, scared that she might lose a friend.

Natasha opens her eyes, and says, "Ow. Those really do sting."

"Oh, thank god," said Gabriella as she is relieved that Natasha is alive.

She then hears, "You shouldn't thank me, as I haven't done anything," it was Neith and Spiderwoman rolls her eyes.

As the Helicarriers continue to destroy each other Pierce lies on the floor and says with his last dying breath, "Hail HYDRA."

Just then one Helicarrier crashes into a dam beneath the Triskelion. As the Helicarrier continues to fall with Cap and Winter Soldier inside, at the Triskelion Sam and Rumlow continue to fight each other.

Rumlow says, "You're out of your depth, kid."

Suddenly the first Helicarrier crashes into the Triskelion, catching Rumlow of guard.

Sam yells to Natasha who is in the helicopter as he sprints away, "Please, tell me you got that chopper in the air!"

Natasha asks, "Sam, where are you?" as Fury is the one who is flying it and Gabriella is sitting next her.

He answers, "41st floor, north-west corner!"

She says, "We're on it, stay where you are," Sam desperately tries to get away from the destruction the Helicarrier is causing to the building, "Not an option!" as the building is being destroyed Sam jumps out of the window as Natasha and Fury fly their chopper barely in time to catch him.

Sam shouts "41st floor! 41st!"

Fury remarks, "It's not like they put the floor numbers on the outside of the building!"

"That's what I was going to say!" shouted Gabriella.

Natasha asks Maria, "Hill, where's Steve? You got a location on Rogers?"

Back in the third Helicarrier, Steve helps Bucky out from being trapped under some rubble.

Steve tells him, "You know me."

Bucky shouts, "NO, I DON'T!" and he lashes out at Steve and punches him in the face.

"Bucky... you've known me your whole life," said Steve.

Bucky hits Steve again, but the latter chooses not to defend himself.

Steve tries, "Your name...is James Buchanan Barnes."

The attacker shouts, "SHUT UP!"

Bucky hits Steve once again, visibly leaving him weakened, and bruised.

Steve says, "I'm not gonna fight you," and he takes off his mask, and drops his shield out of the Helicarrier, he then says, "You're my friend."

After a brief moment of hesitation, Bucky tackles Steve into the ground.

Bucky says with slight venom, "You're my mission."

He then repeatedly punches Steve across the face. With each punch he says, "YOU'RE," *punch* "MY," *punch* "MISSION!" *punch*

Then Steve says, "Then finish it..." he was now weakened, bloody, and bruised.

Bucky hesitates, holding his fist up.

"...because I'm with you...to the end of the line," said Steve quietly.

Bucky looks at Steve as if he's starting to remember... all the suppressed memories of his life, the life before HYDRA.

Just then, a piece from the roof strikes the bottom of the Helicarrier, causing it along with Steve to fall down into the river below as Bucky watches from the Helicarrier.

But before Steve could sink any further into the river, Bucky dives down towards him pulls him out of the water and drags him onto the shore before heading to parts unknown.

***

In a hospital, in a room guarded by two armed agents, we see Steve waking up in a bed to hear Marvin Gaye's "Trouble Man" playing with Sam sat next to his bed.

Steve says to him, "On your left."

Sam looks at Steve and smiles.

Meanwhile, Agent 13 practicing shooting at a shooting range wearing a CIA t-shirt; Maria Hill is at Stark Industries about to undergo a lie detector test; then Senator Stern getting arrested and then a badly burnt Rumlow being treated by doctors at the hospital; Natasha is then being sworn in at a committee hearing.

A committee member questions her, "Do you solemnly swear to tell the truth the whole truth and nothing but the truth?"

She answers, "I do."

The committee general asks her, "Why haven't we yet heard from Captain Rogers?"

She answers, "I don't know what there is left for him to say. I think the wreck in the middle of the Potomac made his point fairly eloquently."

The general committee comments, "Well, he could explain how this country's expected to maintain its national security now that he and you have laid waste to our intelligence apparatus."

Natasha denies their claim and she corrects them, "HYDRA was selling you lies, not intelligence."

The committee then adds, "Many of which you seem to have had a personal hand in telling."

Another person then says, "Agent, you should know that there are some on this committee who feel, given your service record, both for this country and against it, that you belong in a penitentiary, not mouthing off on Capitol Hill."

Natasha says, "You're not gonna put me in a prison. You're not gonna put any of us in a prison. You know why?"

The man says, "Do enlighten us."

She answers, "Because you need us. Yes, the world is a vulnerable place, and yes, we helped make it that way. But we're also the ones best qualified to defend it. So, if you want to arrest me, arrest me. You'll know where to find me."

She gets up and walks away, meanwhile Fury gets rid of any trace of his existence, including his passports and eyepatch, burning them and his hiding place.

***

Now at the cemetery, wearing sunglasses and hoodie, Fury meets Steve and Sam at a cemetery at his own grave, he asks, "So, you've experienced this sort of thing before?" as Gabriella joins them shortly.

Steve answers, "You get used to it."

Fury explains, "We've been data-mining HYDRA's files. Looks like a lot of rats didn't go down with the ship. I'm headed to Europe tonight, wanted to ask if you'd come."

"There's something I gotta do first," said Steve.

Fury looked at Gabriella, "Actually there's something going on that requires Spiderwoman's attention, so I'm booked," she said.

Fury looks at Sam, "How about you, Wilson? Could use a man with your abilities."

Sam says, "I'm more of a soldier than a spy."

Fury accepts their answers, "Alright then," Sam, Steve, and Gabriella shake Fury's hand, "Anybody asks for me, tell them they can find me right here," he looks to his gravestone and walks away, just then Natasha joins Steve and Sam.

Natasha says, "You should be honored, that's about as close as he gets to saying thank you."

Steve asks her, "Not going with him?"

She answers, "No."

So, then Gabriella asks, "So, you're not staying here?"

Natasha explains, "I blew all my covers, I gotta go figure out a new one."

"That might take a while," said Steve.

She agrees, "I'm counting on it. That thing you asked for, I called in a few favors from Kiev," she hands Steve a file titled "дело No 17" (file No 17), "Will you do me a favor? Call that nurse."

Steve tells her, "She's not a nurse."

She remarks "And you're not a SHIELD agent."

He asks her, "What was her name again?"

She answers, "Sharon. She's nice," she kisses Steve on the cheek and turns to walk away,
Be careful, Steve. You might not want to pull on that thread."

As Natasha walks away Steve opens the file, which is about Bucky and the information regarding his Winter Soldier transformation, Sam walks over to Steve.

Sam asks, "You're going after him?"

Steve tells him, "You don't have to come with me."

Sam asks, "I know. When do we start?"

"I guess you guys got something going on too," said Gabriella then as she walks away, she says, "See you guys later!"

"Stay safe kid!" said Sam.

***

In an unknown location. Two men are seen talking to each other.

"It's over. Fury has released everything to the public," said one of the men, who is wearing a lab coat.

The man with glasses says, "Everything he knows about."

The first man says, "Herr Strucker, if they get word of our work here, if they find out we serve HYDRA..."

Strucker says, "HYDRA, SHIELD, two sides of a coin that's no longer currency," they walk over to the corner of the lab where Loki's scepter is being kept, "What we have is worth more than any of them ever knew. We've only scratched the surface and already..." they start walking out of the lab, "There are other facilities doing HYDRA's good work around the world. We'll feed them to Captain America and his colorful friends. Keep them off our scent."

The scientist asks, "What about the volunteers?"

Strucker answers, "The dead will be buried so deep their own ghosts won't be able to find them."

Then the man asks, "And the survivors?"

Strucker starts, "The twins."

They approach two glass cells, containing the twins, each exhibiting their own powers. One had superhuman speed, which he kept running into the walls. While the other had telekinetic powers, she is lifting wooden cubes, mesmerized by her power.

Strucker says, "Sooner or later they will meet the twins. It's not a world of spies anymore, not even a world of heroes. This is the age of miracles, doctor. There's nothing more horrifying than a miracle."

Then the one with telekinesis smashed the cubes against each other.

***

Back at the Captain America exhibit in the museum we see Bucky in civilian clothes staring pensively at the display about himself.

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(A/N: Wooo, this might be one of the longest chapters I have written so far, also sorry for the delay. I'm still trying to get into a good rhythm of updating 2 books, and third one might be on the way)