"This could be where SHIELD started," Steve says as he, Kate, and Nat walk down a row of desks into what seems to be the filing room, hidden with frosted windows.

There are three pictures on the wall, glass broken in the frames, one hanging crooked. Nat points at one. "There's Stark's father."

"Howard," Steve says.

But Kate's wide eyes turn to another picture. "Peggy Carter..."

"It's not like you haven't seen a picture of her before," Nat says.

"Yeah, but... I mean, this is different. This is a place she probably actually worked at at one point. A lot of SHIELD's buildings now are new, renovated. This place looks untouched."

Steve moves on, so Nat follows. Kate glances at them, then back at Peggy once more before going with them. By the time she gets there, Steve is pulling back a set of shelves, revealing a passage behind it. "If you're already working in a secret office, why do you need to hide the elevator?"

"This place has it all, doesn't it?" Kate marvels. Nat uses her device to figure out the passcode, allowing them to access the elevator. They go down to the only other floor, and Kate sighs when the doors open and the lights come on. "I stand corrected."

"This can't be the data-point, this technology is ancient," Nat adds.

But Kate notices something that isn't — a device to plug the flash drive into. She points at it. "Nat."

Nat walks over, plugs in the drive. The computer comes to life, everything in the room starting up, spinning, working. The camera over the main monitor lifts, and a voice asks, "Initiate system?" as the words pop up on the screen.

They all pause, glancing at each other, seeing if any of one of them wants to open that can of worms. Kate can only wait a few seconds before she steps up to the keyboard, typing. "Y-E-S, spells yes."

"'Shall we play a game?'" Nat jokes, walking up next to Kate as the computer whirrs. She says to Steve, "It's from a movie that was really-"

"Yeah, I saw it," he says.

Kate turns back to him, fighting off laughter. "You Saw it?"

Nat's brows furrow. "That's from WarGames, not Saw."

"Are you serious?"

"Yeah. Jigsaw says, 'I want to play to game,' not, 'Shall we play a game?' That line is insanely famous — even Steve knew it. How could you-?"

"I've never seen War Games or Saw, okay? I just-"

"Wait you've never seen-?!"

A face loads up on the computer, the voice now more human, accented, cutting them off as the camera faces each of them in turn. "Rogers, Steven Grant, born, 1918. Romanoff, Natalia Alianovna, born, 1984. Carson, Kate Mary, born, 1982."

"It's some kind of a recording," Nat says.

Kate bristles. "It forgot the doctor."

"I am not a recording, Fräulein," the computer replies. "I may not be the man I was when the Captain took me prisoner in 1945, but I am-" A picture pops up on the screen.

"Arnim Zola," Steve says. "He was a German scientist who worked for the Red Skull. He's been dead for years."

"First correction, I am Swiss. Second, look around you. I have never been more alive. In 1972, I received a terminal diagnosis. Science could not save my body — my mind, however, that was worth saving on two hundred thousand feet of data banks. You are standing in my brain."

"How did you get here?"

"Invited."

"It was Operation Paperclip after World War II," Nat says. "SHIELD recruited German scientists with strategic value."

"They thought I could help their cause. I also helped my own."

"HYDRA died with the Red Skull," Steve argues.

His face turns into the HYDRA logo. "Cut off one head, two more shall take its place."

"Not if you burn the stump," Kate retorts.

His face comes back. "You are no Hercules, Doctor."

"No," Kate admits, lighting a flame in her hand. "But I've certainly got the means."

"Prove it," Steve demands.

"What-?"

"Not you."

"Accessing archive," Zola says. Other monitors turn on, archival pictures popping up to go along with his little story. "HYDRA was founded on the belief that humanity could not be trusted with its own freedom. What we did not realize, was that if you try to take that freedom, they resist. The war taught us much. Humanity needed to surrender its freedom willingly.

"After the war, SHIELD was founded, and I was recruited. The new HYDRA grew. A beautiful parasite inside SHIELD. For seventy years HYDRA has been secretly feeding crisis, reaping war. And when history did not cooperate, history was changed."

"That's impossible, SHIELD would have stopped you," Nat argues. But with everything that's happened... Kate turns away and paces, trying to process as Zola keeps talking.

"Accidents will happen. HYDRA created a world so chaotic that humanity is finally ready to sacrifice its freedom to gain its security."

The Helicarriers, Kate realizes, her stomach churning. The ultimate form of "security."

"Once the purification process is complete, HYDRA's new world order will arise. We won, Captain. Your death amounts to the same as your life — a zero sum." Steve punches the monitor, causing Kate to turn around. Zola switches to another one. "As I was saying-"

"What's on this drive?" Steve demands.

"Project Insight requires insight. So I wrote an algorithm."

"What kind of algorithm?" Kate asks. "What does it do?"

"The answer to your question is fascinating. Unfortunately, you shall be too dead to hear it."

A metal door closes in front of the elevators, and Steve hurriedly throws his shield at, but he's too late. Kate feels trapped — Kate is trapped. Nat looks at her device. "We got a bogey. Short range ballistic. Thirty seconds tops."

"Who fired it?" Steve asks.

"SHIELD."

"HYDRA," Kate corrects quietly. Or are they one and the same now? They always have been? Has she been working for HYDRA?

Is she going to die for it now?

"I am afraid I have been stalling, Captain," Zola says as Nat grabs the drive. "Admit it, it's better this way." 

Kate and Steve look around. Kate can survive fire, but not this. Not a building falling on top of her. Crushing her. Like-

Steve grabs a grate in the floor, throws it to the side with a clatter as Zola goes on. "We are both of us... out of time."

As the building explodes, Kate pushes Nat into the hole, then stumbles in herself, Steve going in after that, holding up the shield. Everything shakes, rocks crash down around them, someone's arms are around her and she doesn't know if they're Nat's or Steve's or both, but she can hear Steve straining under everything crumbling down around them, under her own voice. Rocks, concrete, everything crashes, filling her ears, her lungs, her eyes, every nerve in her body.

And then it's dark. Silent, but there's rapid breathing. It is hers? She can't see. It's incredibly still. Someone shifts next to her, and she jerks away. The fear produces light. On her hands.

"Careful, Kate."

She looks at him. Blonde hair, chiseled face, face of America, covered in dirt. He's using his feet to push against a slab of concrete.

And when he pushes it over, it's a sea of fire.

Everything is crumbled and burning. She's unconscious, and Kate doesn't know how or why or why she isn't but she's not and everything's on fire and it isn't her fault — is it? — and SHIELD is HYDRA and she's coughing dust out of her lungs and where is Clint? Ryan, her dad, Jones? There's fire, they should be here.

He looks at her. "Kate. Kate, come on. I have to carry Natasha, but I can't carry both of you if we want to get out of here quickly."

Kate nods numbly, scrambles out of the hole. He leads her, Nat in his arms. Her face is peaceful. Like she's sleeping. Dreaming.

Something flies overhead. She picks her way around the fire, her mind screaming at her to avoid it. Kate, honey, don't touch that. You'll burn yourself.

You'll burn, Kate. Be careful. You'll burn everything.

"You'll burn everything."

He turns to her. "Kate?"

~_~_~_~_~

"See that, Kate?" her father asked, pointing to a picture in a book.

She nodded, looking in wonder at the black and white photo, a soldier amongst a dozen others, dressed different, with a star on his chest. Important. "What color was he wearing?"

"That man there is in red, white, and blue," her father said, pointing at the important one. "A true American hero."

"Wow," Kate breathed, wide-eyed, trying to imagine the picture in color. In the silence, her mother's soft voice singing along to the radio cut through, in between the dishes clinking in the kitchen where she was.

"I know," her father said, beaming.

Kate looked at the other soldiers, noticed the one next to him. He didn't look as important, but he was smiling wide. "Who's that?"

"That's his best friend. He was a hero, too."

"Are you reading her those encyclopedias again?" her mother asked, half amused, walking into the living room. "Why don't you read her an actual story?"

"This is a story!" her dad argued. "It's a true story. World's greatest hero."

"I think that's more you," her mother replied with a smile.

Her dad chuckled. "Thank you, Mary, but I doubt it." He looked at Kate. "Your mother would have me read to you about all sorts of suitors and Englishmen. Why don't you just go pick out a book for yourself, huh?"

Kate nodded, going over to the shelf, her eyes on the science encyclopedia.

"Nothing wrong with Jane Austen," her mother commented just as the oven beeped. There were cookies baking, and Kate was impatient as the smell hit her.

She followed her mother to the kitchen, watching as she opened the oven door. Kate saw the melted chocolate chips and reached forward, excited, but her mother grabbed her hand quickly, pulling her back. "Kate, honey, don't touch that! You'll burn yourself."

~_~_~_~_~

"Can you put any of this out?" he asks.

Kate turns to him. Steve. She looks back at the fire, her stomach churning. "I-Is it... mine?"

His brows furrow. "No. No, this was SHIELD — or HYDRA. We got hit, remember?"

"I-I can't," Kate replies. If it's not hers, she can't put it out, make it grow, anything. Even when it leaves her, catches on something else, it's harder. "It's not mine, I can't."

"Okay, then, we'll be careful. Come on, Kate," he says. He looks concerned. He's holding Natasha. "I didn't know your middle name was Mary."

"My..." Kate starts. She can't think. She sees a smiling face of freckles. She hears sweet singing. "My mother."

"Yeah? You can tell me about her when we get out of here, okay? We have to hurry, so I need you to stay with me. HYDRA's after us."

HYDRA. HYDRA is SHIELD. SHIELD is HYDRA. They're after her. They've turned on her. She knew they would, deep down.

The fire is gone. They're in a truck. Kate's in the front seat, but she's not driving. She can't. Her hands are shaking. She still feels sick. "St-Steve?"

"It's okay, Kate," he says. "We got away. Nat's okay. You're okay. You're in shock."

She pauses, breathes, listens to the truck going down the road and the low music on the radio. Her heart rate begins to slow. Something hits her. "Steve..."

"Yeah?"

"Fury's dead, isn't he?"

He sighs. "Yeah, he is, Kate."

"So he didn't turn on me?"

"No... No, I don't think so."

"And..." her mind works, gears turning, memories being unscrambled "... the Winter Solider killed him?"

"Yeah, he did."

Kate nods slowly, resting her head against the window. She blinks heavily, unable to keep her eyes open now. "I'm gonna kill him back..."

~_~_~_~_~

It's a big house. Easy to slip into. Easy to break things. But he moves with purpose, efficiency. He's quiet. He was trained to be. Trained to be something more. Trained to follow orders. That's purpose.

He avoids the woman, waits for the man giving the orders. Pierce. Like a pin. A needle. A screech.

He walks in, his back to his soldier, unseeing. He gets into his refrigerator. Calm, easy, familiar. He turns, puts something on the counter, does a double take. Spotted. But that was the point.

The woman's voice sounds from the other side of the wall. Foreign. "I'm going to go, Mr. Pierce. You need anything before I leave?"

"No," he replies. "Uh, it's fine, Renata, you can go home."

"Okay, night-night."

"Good night." The door opens, the door closes. Pierce looks at his soldier. "Want some milk?" He grabs the carton off the counter, gets a cup. His soldier doesn't reply; he wants orders. Pierce pours. "The timetable has moved. Our window is limited." He drinks, he sits down. "Three targets, Level Six. They already cost me Zola. I want confirmed death in ten hours."

The woman walks back in. "Sorry, Mr. Pierce, I- I forgot my-" she sees him "-phone."

He looks at her, waits for the order. It doesn't come. Pierce says, "Oh, Renata, I wish you would've knocked." He grabs the gun off the table, shoots her twice. She screams. Pierce looks back at his soldier. "Clean that up, will you?"

He gets up, and he follows orders.

~_~_~_~_~

Kate wakes to daylight hitting her through the windows. Her stomach is empty, her throat is dry. She feels like she's caked in dirt.

"Hey," Nat says from behind her. "We were starting to worry about you."

"Where are we?" Kate asks. On a road, but where? This truck... they stole it. Borrowed, as Steve said.

"Getting close to D.C.," he says. "You okay?"

"I mean, I'm alive, aren't I?"

"You feel any pain?"

Kate pauses, then shakes her head. "My muscles are crying, but other than that, nothing more than aches and bruises. It's New York all over again."

Nat snorts. "Well, that was a bigger explosion."

"Yeah..." Kate trails off. It starts coming back to her, though she can't quite remember directly afterwards. Flashes of fire. A jet flying overhead. "Yeah, that was fun." She looks at Steve. "So, what now?"

"We need a place to lay low."

"I know a guy. But he's in Queens."

"Wish I would've known that before we started heading south," Steve replies. "I know a guy in D.C. He might not take us though..."

"Then I got plan B." He'd take them, even if he shouldn't.

"Surprised we're prepared enough to have one of those," Nat mutters.