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The Tech opened the door only to be faced with Steve, Sam, Bucky and Hill on the other side of the door. Sam and Hill pointed their guns at him. Evelyn and Rebecca had been left in a room where Bucky hoped they'd be safe.

"Excuse us," Steve said and the tech held his hands up before stepping aside to let them enter.

Bucky smirked lightly. If politely threatening words could kill, the tech men would be dead in a heartbeat.

Pierce addressed 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." They started drinking to Pierce's toast and suddenly heard Steve over the S.H.I.E.L.D. microphone that everyone in the building could hear.

"Attention, all S.H.I.E.L.D. agents. This is Steve Rogers. You've heard a lot about me and Sergeant Barnes over the last few days, some of you were even ordered to hunt us and two innocent little girls down. But I think it's time you know the truth. S.H.I.E.L.D. 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 Sergeant Barnes and I are the only ones, then so be it. But I'm willing to bet we're not."

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

Bucky glanced at Sam. "That was definitely off the top of his head." He gave Steve a small smile. "Well done."

---

"You smug son of a bitch," Councilman Rockwell retorted.

Councilman Singh said to the two HYDRA agents that entered the room, thinking they were S.H.I.E.L.D. agents, "Arrest him." The HYDRA agent pointed his gun at Singh.

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

---

Steve, Bucky and Sam made their way to the Helicarriers.

"Hey, Cap, Sarge, how do we know the good guys from the bad guys?" Sam asked.

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

Sam, in his Falcon suit, flew off and Steve headed down. The HYDRA agents started shooting at them. Sam flew around avoiding getting shot.

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

"You okay?" Steve and Bucky asked.

Sam flew off as the HYDRA agents continued to shoot at him. "I'm not dead yet." Pierce watched from the window the commotion caused by Steve and Sam trying to stop the Helicarriers launching and turned to Singh.

"Falcon, status?" Hill asked.

"Engaging," Sam replied as he managed to fly down to the Helicarrier bay, taking down the HYDRA jets chasing him. "All right, Cap, Sarge, I'm in." Just then, another HYDRA jet headed towards him and started shooting. "Shit!" He managed to fly off and avoid getting hit.

Steve and Bucky were trying to get away from the HYDRA agents shooting at them on the Helicarrier.

"Eight minutes, Cap, Sarge," Hill warned.

"Working on it," Steve and Bucky answered.

Steve put a card in the first slot and said, "Alpha locked."

After dodging guys shooting at him in planes, Sam said, "Whoo!" He flew into the Helicarrier and got the second card in. As he flew off he said, "Bravo locked."

"Two down, one to go," Hill told the three.

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

"Hell no," Bucky said. "No way I'm flying with him."

"Rogers! Barnes!" Sam called. "Let me know when you're ready." Steve just managed to jump off the edge as a HYDRA agent shot a missile at him.

"I just did!" Steve yelled. Sam flew in just in time to catch Steve. Sam flew himself and Steve onto the last Helicarrier.

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

"I had a big breakfast."

Bucky, who had taken a helicopter, landed it and joined the others.

Suddenly, Madeleine appeared and pushed Steve and Bucky off the edge.

"Steve! Bucky!" Sam called.

Sam went to fly off and help Steve and Bucky. Madeleine grabbed one of his wings and threw him back. Sam started shooting at Madeleine and as he went to fly off, Madeleine used her weapon to rip off one of Sam's wings and kicked him off the Helicarrier. Sam managed to get his parachute out and landed on the roof of the Triskelion.

"Cap? Sarge?" Sam called again. "Cap, Sarge, come in. Are you two okay?" Steve and Bucky were holding onto the side of the Helicarrier. Bucky nearly began panicking as remembered the same situation 70 years before. At least Madeleine wasn't at risk of falling.

But it was much worse for her. She didn't remember them and was trying to kill them.

"Yeah, we're here!" Steve answered. "We're still on the Helicarrier." He pulled himself up, then pulled Bucky up as his friend was terrified. "Where are you?"

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

"Don't worry, we got it." Madeleine watched Steve and Bucky from above the Helicarrier.

Madeleine knew the most likely scenario would be that the Captain and the Sergeant would make their way to the top of the Helicarrier to deal with the chips, so it was a waiting game she was playing. She was more than willing to wait patiently for them to continue their task. After all, they were on a tight timetable. She wasn't. She stared at the uniforms in slight confusion before her expression changed back to her stony one.

---

As everyone at the Triskelion was rushing around trying to evacuate the building, Rumlow fought and killed some S.H.I.E.L.D. agents.

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