Becca, Maria, Sam and Steve walked up to the door that was the control room for the helicarriers, Becca knocked on the door. As the door opened, Steve looked at the two men in Shield uniforms, "Excuse us." The Captain said to the two workers. They nodded as stepped aside to let the four into the room. Steve walked up to the mic and pressed the on button.

"Attention all Shield agents." He began, "This is Steve Rogers. You're 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. That 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 that they want: absolute control." He says, glancing at his friends and niece.

"They shot Nick Fury and Elizabeth Bryne, and I know it wont 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." Steve finishes, backing away from the microphone, he looks over at Becca and Sam.

"Did you write that down first, or was it off the top of your head?" Sam quips, smirking at his friend as Becca gives him two thumbs up.

"Mama would be proud. I know I am." She says to her uncle.

They soon make their way to the platform where all the helicarriers are. "Hey Cap, how do we know the good guys from the bad guys?" Sam asks, causing Becca to laugh briefly.

"If they're shooting at you they're bad." Steve replies as Sam nods, spreading his mechanical wings and taking off as Steve grabs hold of his niece and they jump off the runway onto one of the helicarriers below. Steve plants his shield down for balance as they land. Becca looks at her uncle.

"I like your shield, Uncle Steve." She murmurs quickly, causing him to smile briefly.

"Maybe you'll wield it one day." He suggests as they start running, gunfire soon breaks out and the two family members take cover behind crates on the helicarrier runway, Steve leaps onto the crates, rolling over them as Becca shoots as a few Hydra guards, running past the crates. A Hydra agent attempts to sneak up on Steve but he quickly turns around, using his shield to swat the rifle out of his hands, jabbing the agents throat quickly. Becca grips the agent from her uncle, throwing him against the crates behind them. She knees the agent roughly in the gut before punching him across the jaw, knocking him unconscious.

Steve stands parallel with the crates as he pulls a small grenade out of his pocket, arming it and tossing it towards the other agents behind him, Becca hears the bomb go off and the men yell out in shock, knowing they wont be an issue anymore.

The two look up to see Sam fly above them, watching more agents shoot at him, "Hey, Cap, I found those bad guys you were talking about." Sam says over their coms.

"Are you okay?" Becca asks over her own com.

"I'm not dead yet, Princess." Sam replies as he dodges more gun fire. Over time she hears Hill and Sam talking as her and Steve run out from their cover. Becca kicks the agents chest with her foot, shooting at others as her uncle deflects the gun fire with his shield, knocking more agents out.

"Eight minutes, you two." They hear Hill say over their coms as Steve throws his shield to hit a man in the distance.

"Working on it." The two say in unison as Steve catches his shield, placing it back onto his arm and opening the door to the inside of the helicarrier, the make their way to the center. Becca types in the code and Steve replaces the tracking chip with his own.

"Alpha locked." Steve says into his com as he and Becca run out of the center of the helicarrier and back onto the runway, hearing Sam and Hill talking.

"I'm in. Bravo locked." Sam says, Becca can hear how proud he is of what he's done over the coms.

"Two down, one to go." Hill says to the team.

Back at headquarters, Mary and Fury watch as their helicopter lands on the helipad next to the Council's meeting area. The two step out of the helicopter, smirking wide at Pierce as they walk into the room.

Fury looks pissed as he makes eye contact with Pierce, "You get my flowers?" Pierce asks the two of them, Mary scoffs, looking Pierce over, "I'm glad you're here, both of you."

"I see you haven't aged well." She quips, watching Pierce's face fall for a split second.

"Really? Cause I thought you had us killed?" Fury pipes in.

Pierce shrugs, "You both know how the game works."

Fury eyes the secretary carefully, "Why make me the head of Shield?" he asks his once friend, Mary looks between the two men, then glances over at Natasha, seeing her leaking all of Shield and Hydra's secrets. But one secret that was never recored in recent times was that Doctor Elizabeth Bryne was really Mary Rogers-Barnes. That secret would never see the light of day.

"Cause you were the best and most ruthless person I ever met." Pierce replies softly.

"I did what I did to protect people." Fury snaps.

"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, you have the courage to take it." Pierce says, making Mary's blood boil, Fury is even more furious with Pierce.

Fury steps forward, "No, I have the courage not to." He says as he grips Pierce's arm, walking the two of them over to the retinal scanner.

"Retinal scanner active." The computer says.

Pierce chuckles dryly, looking at his old friend, "You don't you think we wiped your clearance from the system?" He questions. Mary hesitates, he is right, but Mary knows Fury has a plan thought out.

"I know you erased my password, probably deleted my retinal scan, but if you want to stay ahead of me, Mr. Secretary.-" Fury says as he faces the retinal scanner, lifting up his eye patch, "-You need to keep both eyes open." He says as he makes Pierce scan his eye and his own.

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

Back at the carriers, Hill watches the screens, seeing the launch time and direction of the last helicarrier, "Charlie Carrier's forty-five degrees off the port bow." Becca hears her say as gunfire goes off on Hill's end, "Six minutes." She adds.

Becca and Steve are running from more agents on the helicarrier they just hacked, "Hey Sam? We need a ride!" Steve shouts into his com as agents prepare to rain bullets on the two. One agent is preparing to set off a missile at them.

The uncle and niece keep running as they hear Sam, "Roger! Let me know when you're ready!"

Becca grips onto her uncle as they jump off the edge of the helicarrier, "We just did!" Becca shouts. They're falling faster then the girl anticipated when they're then lifted up by Sam. Becca moves to his other arm out of her uncle's grasp as Sam struggles to lift them up.

Sam flies the three of them onto the last helicarrier they need to hijack, tucking his wings into his pack, "You know, you two are a lot heavier than you look." Sam says bluntly, causing Becca to laugh.

"We had a big breakfast." She replies just when her father comes out of nowhere and pushes her uncle off the edge of the helicarrier.

"Uncle Steve!" She screams, going to jump after him but her father grips her by the hair, yanking her backwards. The teenager collides with crates, gasping for air as she sees her Papa flip Sam backwards, dodging Sam's gunfire. Sam attempts to fly off but Bucky shoots out a small grappling hook, piercing one of Sam's wings, pulling him to the ground. Bucky tears off a wing, advancing towards Sam, kicking Becca's friend off the edge of the helicarrier.

"Sam!" Becca yells out as she gets up, looking at her father, "тебе не нужно этого делать." You don't have to do this. She pleads. Her father shakes his head, walking up to her.

"я делаю." I do. Is all her father replies as he advances his daughter, throwing punches which she quickly dodges.

"но мама жива." But Mama is alive. Becca says, "Mary!" She adds, hoping something will trigger in his mind to help him remember. She refuses to counter her father so she continues to only dodge his advances.

Bucky shakes his head, sweeping Becca's leg, knocking her to the ground, "я не знаю твою мамa." I don't know your Mama. Bucky grits out as Becca is able to overcome her father briefly, rolling away from his attacks, throwing a electrical disk at his arm, making her escape to the bridge.

"Cap! Becca! You two okay?" She hears Sam say.

"Yeah! I'm here! I'm still on the helicarrier. Where are you?" Steve asks, Becca sighs in relief knowing her uncle is okay.

"I'm okay too!" Becca replies quickly.

"I'm grounded. The suit's down. Sorry you two." Sam says.

"Don't worry. We got it." Steve assures his friend.

"See if you can find Mama." Becca suggests to Sam, he gives her an okay as he cuts their line off.

When Becca reaches the bridge, she sees her uncle as father at a stand off. Her father is guarding the mainframe and her uncle is in front of her.

"People are gonna die, Buck. I can't let that happen." Steve says to his brother, but all Becca's father does is stare at the two of them.

"Papa, please." Becca pleads her father, "Mama is here, I can take you to her."

Bucky shakes his head as Steve continues, "Please don't make us do this.." he pleads, his voice is hoarse as he fights back tears as he knows he'll have to fight his best friend. His brother and his niece's father.

The two men stare at each other then Steve advances, throwing his shield. Bucky deflects it with his metal arm, shooting at Steve with his gun. Becca hesitates, not knowing what to do at this point, the two men most precious to her are fighting. She wants to help. She feels it in her gut that she has too. But she doesn't know how.

Bucky and Steve continue to fight until a bullet grazes Becca's uncle's side, she watches him wince in pain but continues to deflect the bullets until he lands his shield onto the Winter Solider, sending him flying towards the mainframe.

Bucky stands up, pulling a knife out of his pocket, Becca hesitates, pulling her own knife out, shoving past her uncle as she advances her father. They both are equally matched, but Becca uses her size against her father, sliding between his legs, and grazing her knife across his side briefly, watching him wince.

Bucky gets the upper hand though and shoves his daughter out of the way, wanting to fight Steve. The two men begin to fight again, Steve is deflecting his brother's advances the best he can with doing minimal damage to his friend. Steve is able to send Bucky back enough to enter the code into the mainframe.

Becca tries to advance to assist her uncle but her father grips her by the collar of her jacket, choking her as he throws her backwards off the catwalk and onto the glass surrounding them. She coughs as air re enters her lungs. All she can do is watch her father and uncle fight as Steve sends Bucky backwards again, giving him enough time to take the chip out of the mainframe, but is soon needing to deflect Bucky's metal arm with his shield. They fight it out once again, Steve then lands a solid punch across Bucky's jaw, angering him more.

Bucky advances and send both of the men flying over the railing onto the small platform below. Becca sees the blue chip had fallen out of her uncle's grasp along with his shield. She quickly stands up, attempting to reach the shield. She picks her uncle's shield up, strapping it onto her arm as she watches her family fight.

Bucky kicks Steve in the chest, sending him flying backwards. Her uncle manages to grasp the chip as he slides off the platform. Bucky quickly following behind.

Steve stands up just before he can fall off the platform, but Bucky grips the hand with the chip, twisting it and causing Steve to let the chip fall. Becca sees it as quickly makes her way over to where her uncle and father are

Bucky is kicked in the chest by Steve, sending him flying down to the glass barrier around them. Steve jumps down after him.

While this is happening on the helicarriers, back at the council room, Natasha and Mary watch the files transfer.

"Done." Mary says, looking at all of them.

Natasha pulls out her phone, "And it's trending." She inputs.

Mary looks around as the council yell out in pain, seeing the pins on their chests start to fry them. She looks over at Pierce as Natasha raises her gun.

"Unless you want a two inch hole in your sternum, i'd put that gun down." Pierce says as Mary is attending the fallen council members, she looks at Fury, shaking her head, they had died the moment Pierce activated the pins.

Mary stands back up, seeing Fury and Natasha with their guns raised, but Pierce isn't backing down, "That was armed, the moment you pinned it on." He tells the redhead as she lowers her gun.

Back at the helicarriers, Becca is attempting to make her way up the scaffolding to the mainframe, she looks down to see her father draw his gun.

"Uncle Steve!" She shouts, throwing the shield towards her uncle, he catches it with ease as he deflects the gunfire, twisting his arm and throws the shield towards Bucky who quickly deflects it and sends it flying in another direction.

Becca's father pulls out another knife. Steve tries to deflect it but yells out in pain as Bucky shoves the knife into Steve's shoulder. Becca's Uncle then begins to head but Bucky. The winter soldier throws Steve against the metal frame of the bridge as Steve pulls the knife out of his shoulder as Bucky grips onto the chip. Steve advances, twisting his leg over his brother's flesh arm that has the chip, pressing his hand down onto his face.

"Drop it! Drop it!" Steve shouts, but Bucky wont let it go so Steve is resorted to dislocating Bucky's shoulder, causing the man to scream in pain.

Becca jumps down from the scaffolding, racing to get the shield to try and help her uncle as they flip over. Steve has his arm wrapped around Bucky's throat, trying to knock him out to get the chip back. Bucky's metal arm tries to pry Steve's hands off him but it's not working.

Becca races over to her family, twisting her legs around her father's flesh arm, trying to pry his fingers open to get the chip from his grasp. Steve is forced to wrap his leg around Bucky's metal arm to stop him from fighting back.

Bucky struggles more, tears fall from Becca's blue eyes as her father is knocked unconscious. Steve lets his best friend go as Becca grasps the chip and the two of them race upwards to the mainframe before it's too late. They can hear the weapons of the helicarrier being stationed to their sides.

"One minute." Maria says to the Uncle and Niece.

Steve flips his niece up to the scaffolding as she pulls him up. They start to run towards where they need to be to climb back up to the mainframe when Steve drops to his knees as they both hear a gunshot. The Captain grips his thigh briefly, feeling the burning of the bullet wound.

"Uncle Steve!" Becca shouts, trying to help him up and carry him to the ladder. They start to climb upwards to the mainframe as another bullet flies towards them, they dodge it just in time as they continue to climb. They roll onto the catwalk where the mainframe is.

Becca puts in the code to open it again as they hear Maria, "Thirty seconds, you two!"

Steve is limping his way to the mainframe, pulling out the chip, another gunshot is fired, Becca screams as it hits her Uncle's backside. She grabs the chip from him, taking the old one out as Steve is slumped against the mainframe, trying to get his breathing under control as pain courses through his body.

The teenager replaces the chip with theirs, "Charlie locked!" Becca shouts into the coms, tears streaming down her face as she tries to help her Uncle breathe, applying pressure onto his abdomen with her hands, "It's okay Uncle Stevie.. everything's going to be okay." She says to him.

"Okay you two get out of there!" Hill says.

Steve leans towards his wrist, "Fire now." He says, gripping his niece's hand with his other one, seeing the pure fear in her crystal blue eyes. Becca sits next to her uncle, still applying pressure onto his abdomen as she rests her head onto his unharmed shoulder.

"But Steve-"

"Do it!" Both the uncle and niece scream into their coms, cutting Maria off.

"Do it now." Becca adds, holding her uncle tightly as they hear the helicarriers begin to shoot at themselves. As the helicarriers destroy each other, Becca and Steve hear screams from below them. The teenager helps her uncle up to the scaffolding railing to look below, seeing Bucky trapped under a collapsed metal frame.

"Papa!"

In the council room, Pierce and everyone who are still alive watch the helicarriers shoot at each other.

"What a waste." Pierce grits out, his jaw clenched.

Mary looks at Pierce, "Are you still on the fence about my family's chances?" She snaps at the secretary.

Pierce then makes a rash decision, "Time to go, councilwoman." He says quickly, gripping Natasha's arm as they begin to walk out of the room, "You're gonna fly me out of here." He adds.

Mary looks at Fury, he hands her his gun as he says, "You know, there was a time I would have taken a bullet for you."

Pierce stops, "You already did. You will again when it's useful." He states as Natasha activates an electrical disk between her fingers, shocking her whole body, deactivating the pin as she crumbles to the ground.

Pierce checks his phone as a gun clicks behind him, the secretary turns around to see both Mary and Fury shoot him in the chest, sending him through the glass wall behind him.

The two discard their guns and rush to Natasha's side. Mary's brain going into doctor mode as she assesses her friend's condition, "Romanoff." Fury says, "Natasha!"

"Nat!" Mary shouts as her redheaded friend wakes up slowly.

"Ow." Natasha murmurs, "Those really do sting."

Outside the helicarriers continue to destroy each other, collapsing in pieces and falling into the Potomac.

Becca and Steve jump down carefully as they see the helicarrier they're in fly straight into the Shield Headquarters building

Mary, Natasha and Fury are in the chopper, "Sam where are you!" Mary shouts into her com.

"Forty first floor!" He shouts back.

"Stay where you are!" Natasha says.

"Not an option!" Sam replies as the three in the chopper makes their way to the headquarters. Fury tilts the chopper as Sam jumps out of the window and falls before landing in the chopper with Mary and Natasha gripping his arms.

"I said forty first floor!" Sam shouts at them.

"It's not like they put the numbers on the outside of the building!" Fury quips back.

Mary looks around, "Maria do you have a location on Steve and Becca?!"

In the helicarrier, Steve and Becca make their way to Bucky, both trying to lift the fallen debris  off of him. They yell out in frustration as Bucky frees himself. The two set it down, breathing heavily.

Steve looks over at Bucky, "You know me. You know Mary." He says out of breath.

"No, i don't!" Bucky shouts as he punches Steve in the jaw, sending him to the ground.

Becca helps Steve stand back up, "Bucky, you've known us your whole life." He says as Bucky hits him again, sending both of them to the ground as more debris falls. Becca screams in lain as debris falls onto her leg, feeling it snap.

She watches her uncle and father carefully, she can't help because she's pinned to the ground, "Papa, remember me." She states.

As Steve stands back up, "Your name is James Buchanan Barnes." He says out of breath, the pain of his wounds getting to him.

"Shut up!" Bucky screams, punching Steve again, sending him flying back a bit, losing his grip on his shield. The two men stagger to their feet again. Becca eyes cloud over with tears.

"You married Mama on January 1st, 1945!" Becca yells to her Papa, "You would count the stars with her!" She adds.

"I'm not going to fight you, Buck. You're my brother." Steve says solemnly as he lets go of his shield, sending it flying into the Potomac. Bucky pushes him down to the ground.

"You're my mission." Bucky snaps, beginning to punch Steve repeatedly.

"No! Uncle Steve!" Becca screams, trying to lift the debris off her leg, yelling out in pain as she frees her leg.

Steve's face has become swollen from the constant punching given by Bucky's metal arm, they both breathe heavily, "Then finish it." Steve breathes out, "Cause i'm with you to the end of the line." He says as more debris falls from the top of the carrier. Becca runs to her uncle, seeing the recollection in her father's eyes as she grips onto her uncle, shoving her father off of him.

"я люблю тебя, папа(I love you, Papa)." Becca says as debris falls next to her and Steve, causing them to fall out of the helicarrier, hitting the Potomac harshly. Knocking both of them unconscious.

Becca doesn't know how long it's been when she feels someone drag her out of the water. She opens her eyes to see her father. She coughs up water as he bends down next to her, rubbing her back, helping her get the water out of her lungs.

"я тоже тебя люблю, моя маленькая звезда(I love you too, my shooting star)." Bucky whispers to her, kissing the top of her head as he stands up, starting to walk off but Becca stops him.

"Wait!" She chokes out, still trying to regain her breath, "Please-" she stops herself, tears falling from her face, "Don't leave before you see Mama." She tells him.

Her father nods slowly, then turns back around, walking out of her sight.