Inside the Helicarrier, Steve, Bucky and Bea were confronted by Phillip.

"People are gonna die, Phillip," Steve said. "Bucky, Bea and I can't let that happen." Phillip stared at them coldly. "Please, don't make us do this." Seeing Phillip wouldn't back down, Steve threw his shield at him and they started battling each other. As they fought, Steve managed to bring up the targeting blade system, but as Phillip attacked him, the chip fell from Steve's hand.

Bea glanced at Steve. "Don't hurt him too badly."

Steve nodded. "Don't worry, I won't."

The four continued fighting, dropping down levels. Phillip stabbed Steve in the right shoulder and Bucky in the left arm and they pulled out the knives with a yell.

"Drop it! Drop it!" Steve and Bucky yelled and as Phillip continued to hold the chip, Steve broke his arm and held onto his throat until he passed out and let go of the chip.

Bea winced as she stared at an unconscious Phillip before joining her friends.

TRISKELION - SHIELD HQ - OFFICE

"I'm on forty-one, headed towards the south-west stairwell," Rumlow said. Just then, Sam attacked Rumlow, but Rumlow managed to knock Sam down. "This is gonna hurt. There are no prisoners with HYDRA, just order. And order only comes through pain. You ready for yours?"

"Man, shut the hell up," Sam retorted.

They both went to attack each other.

HELICARRIER

Phillip shot, hitting Steve in the left leg and Bea in the right arm as he climbed up.

"Thirty seconds, Cap, Maverick, Sarge," Hill warned.

"Stand by," Steve and Bea said as he got the chip out. "Charlie..."

Phillip raised his gun. Be as eyes widened and she pushed her friends to the side, getting shot in the stomach.

Bea glanced down at her wound as she slowly fell down, her back against where the chips were stored. "Steve? Buck?"

Bucky quickly checked her wound over. "You'll be okay I think."

HELICARRIER BRIDGE

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

Charlie XO instructed, "Fire when ready."

"Firing in, three, two, one." At that moment, Elisabeth took the chip, managed to get up and place the chip in the Helicarrier's targeting blade overriding the system and locked it down.

"Charlie locked," Steve, Bucky and Bea said as they watched the targets go offline.

"Where are the targets?" Charlie XO asked. "Where are the targets?"

"Okay, Cap, Madam, get out of there," Hill instructed as she got the Helicarriers weapon targets to open fire upon each other.

"Fire now," Steve and Bucky ordered.

"But, Steve, Bucky..."

"Do it! Do it now!"

Reluctantly, Hill made the Helicarriers open fire on each other. Steve, Bea and Bucky, still inside the Helicarrier, looked at Bucky below them. Back at the Triskelion, Pierce watched the Helicarriers as they were firing at each other.

TRISKELION

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

Suddenly, the first Helicarrier crashed into the Triskelion and Rumlow was caught in the destruction.

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