Hello there, Reader!
Thanks for taking a chance on my story and I hope it keeps your attention and doesn't disappoint. It's much shorter than both of my other stories but also a bit lighter up until the action takes over. The story is totally completed and I will try to post a chapter anywhere from every five to seven days, depending on my work schedule.
Following it will be the best way to ensure you don't miss a chapter being posted.
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The Fall of Shield & Hydra
April, 2014
Deviations from the MCU storyline right after CA:WS

After pulling Steve from the Potomac river, Bucky remains in D.C. trying to piece together the memories of his life. Not traveling very far, he hangs around Steve's neighborhood staying in the shadows, remembering his best friend enough to make sure he is safe.

With Nick Fury off to handle problems that don't see him coming, Maria Hill stays on as the public Director of Shield dealing with rebuilding the agency, professionally...and structurally.


Chapter One

Shield Triskelion
October, 2014

"It's all your fault that we ended up on clean-up detail," Shield Agent Eric Johnson harshly poked a finger into the arm of the other man walking next to him. "If you had just stopped before sing that dirty limerick to Director Hill, she probably never would have ordered us down here."

"How was I supposed to know that she didn't have a sense of humor?" Agent Ryan Traxler asked as they continued down the debris littered concrete staircase to one of the sub-basement levels of the Triskelion.

"How were you supposed to know? Are you kidding me?" his friend asked incredulously throwing his hands up. "Have you ever seen Maria Hill even crack a smile the entire time you have been here?"

"I just figured that nobody has ever tried to get her to smile," Traxler said as they reached the bottom level and stopped at the heavy metal door labeled Sub-B-3E. Pulling out his phone to check the secured email message from Hill as to where they were to head, he confirmed the location, "This is it."

"And why the hell did you have to tell her that the damn limerick was my idea?" Johnson swiped the key card they had been assigned to use for access to the restricted area.

His friend looked over at him with a cheesy smile, "Misery loves company."

"I'll remember that the next time you need a bathroom break on a stakeout," Johnson responded as the door only partially opened.

They had expected it to fully swing open as all other doors would, but it seemed that something was blocking it from doing so. Resting their shoulders on the door, both of them put their body weights onto it and pushed, allowing a loud scraping sound to emanate as the door began to move further open. Stepping inside, they were able to see a large chunk of the concrete ceiling had been lying behind it.

"I thought that all of these levels had already been initially cleared," Traxler said as he flipped on the light switch next to the door.

"I thought that's why we are on clean-up," Johnson responded looking down the plain wide concrete hallway.

There were chunks of more debris lining the hallway to another other door about twenty feet away from them. Along the left side wall seemed to be a maintenance elevator for moving large equipment. It had a physical lock securing the solid gates to the floor so that nobody could use it without coming to this hallway first. At the far end was a solid metal door with no handle and another security panel next to it.

Stepping forward, they used the master key card again at the panel. This time the door began to lift upwards revealing a normal looking wooden door behind it. Turning the plain knob, they were met with a dark room.

Reaching inside the wall without entering, Traxler's hand found the light switch. Turning it on, they both stood there trying to figure out what they were seeing.

The room before them looked like it should be in 1980's suburbia, not over a hundred feet underneath of a damaged government security agency building. Stepping inside, they began to inspect the items around the strange looking apartment area.

Throughout the entire large room was an old style parquet wood flooring. The hideous mauve couch and county-blue plaid chairs in the den area were laughable considering their fabric, and the kitchen table was black laminate with red leather seat cushions. The cabinets were a ugly white melamine with natural wood trim, also very dated. The wall oven was black with a flip-number clock, the countertop microwave was a very old model, and even the beige top-bottom refrigerator had faux wood trim.

"What the hell is all of this?" Traxler asked running his hands over the surface of the counter and finding it with a heavy layer of dust. "It reminds me of my great-aunt's house from when I was very young."

"I have no idea," Johnson said walking over to look into an adjoining room. "Here's a bedroom. And I was half expecting a waterbed. Maybe it was some kind of safe-room from back in the day that everyone forgot about."

"Maybe," Traxler responded doing a full circle to take everything in.

He then began walking towards the only item that actually stood out in the strange location, another solid metal door. This one, located in what would be considered a den area, was protruding from the wall slightly and had a domed shape to it. Hanging next to the old style touch key pad by a piece of tape was a ripped off scrap of paper with a numerical code written on it.

"Secured storage room?" Johnson asked coming over to see what he found.

"Can't be that important since the code's just hanging there. So, maybe. Let's see," Traxler then began to punch in the written number.

A second later the light on the pad turned from red to green, but it was a loud klaxon buzzing that startled them both. Taking large steps back, they glared at the door before them, waiting to see what happened. But it didn't open right away as they had expected. Instead, a series of lights running down the side of the door which had been hidden under some dust began to light up, a new one turning green every few seconds.

"I'm really not liking this," Johnson worriedly stated continuing to back up around the couch.

"I'm right there with you," Traxler said as he reached the door to the hallway they entered by.

That was when the vaulted door popped open only a small amount and a thick white cloud of something bellowed out.

"Gas!" Johnson frighteningly exclaimed and turned to make a run for the door, staying fast on Traxler's heels as they bound up the staircase to inform someone of what they had discovered.


She was tired. But then, she was always tired when they woke her up.

Standing in her cryo-freeze chamber, Lorraine could feel the straps running across her body to keep her in place until the technicians would help her out. Taking as deep of a breath as she could, she noticed the air smelled a bit staler this time. Her arms also felt a bit stiffer than they normally would, but as she wiggled her fingers they slowly started to feel better. With some effort, she managed to get her toes to respond.

There was a silence that now took over the area as the cryo-freeze chamber powered down, leaving the room outside quiet. Usually there was a lot of chatting, but not this time. Then Raine comprehended that too long had passed by of her standing there with nobody coming to help her out. Why not?

"Hello?" her weak voice barely echoed in the quiet space with no response from anyone.

Definitely not good.

Reaching up, Raine began to unbuckle the straps around her shoulders and torso before carefully moving to get the one over her thighs. She knew from experience that it would take a few minutes for her balance to come back to her. Now that she was free, she stretched her arms out and pushed the door open all the way, looking into an empty living room. Where was…anyone?

Her new apartment was a large rectangle with her cryo chamber mounted in the den and a kitchen off to the side. From what she could see, the appliances looked have been updated and more modern. The furniture had a new style colored patterns on them. How long had they kept her under this time?

Trying to take a step out of the chamber, Raine fell to her knees as her legs faltered under her. Luckily she managed to catch her upper body before hitting her head on the strange wood floor, landing on the side of her hip. Looking around she saw that the room was empty of technicians and the outer door was wide open. She was alone?

That was not a good sign. There was nobody in her apartment to help her this time. That didn't make sense. Who had opened her cryo chamber?

Something had happened, something bad she would guess.

That meant that she was now on her own.

Standing upright on shaky legs, Raine examined the room, assessing it carefully. There was a layer of dust over everything she could see and out in the hallway were chunks of the concrete ceiling that had fallen. Damage to the building like that could only mean one thing...

Hydra had been compromised.

That meant that she need to obey her conditioning commands for a situation like this.

Stumbling as quickly as she could into what she hoped was the bedroom, Raine opened the closet, finding the quick-run bag that was prepared for an emergency like this hanging on a hook on the door. Checking inside the smaller pocket, she found five hundred dollars of newly printed bills dated 1979, plenty to live off of for a few months.

The spare set of clothes looked a bit strange though. It seemed to be a single item of bright green polyester that was comprised of a top connected to pants with a long zipper down the front. Someone felt that pants for a female was appropriate? Who did they think she was, Katharine Hepburn? It would have to do until she could find appropriate skirts or dresses.

At the very bottom was a loaded revolver with one box of spare ammunition in case she needed it.

Heading back out into the den, she took a final look at the updated furniture and wished that she knew what the strange large rectangle box sitting on the kitchen countertop was for. It must be a new piece of technology that she would have been trained on.

Raine knew that she couldn't worry about that now. She needed to follow procedure.

Leave the compromised premises.

Get to her fallback safe house.

Contact her Hydra handler.

Find the Winter Solider.

Taking a moment, Raine recalled the instruction she had been given on the soon-to-be-built Triskelion where she would be moved and housed during her time asleep. Hopefully that information had not changed and that was actually where she was. She had memorized the route to take from the blueprints and hoped that over years that the escape passage had not been altered or compromised.

If it had been, she might get captured by the enemy…Shield. Raine knew that she just had to take the chance and get out of here before they killed her.

Heading out into the hallway, she glanced up the staircase and found it empty. But there was no telling how long it would stay that way. With each level Raine ascended she worried that an enemy would appear, but she was able to make it up the three flights to the sub-basement level door that led to her escape route in case of an emergency like this. About to punch in her personal access code, the sound of a door opening harshly from above echoed in the stairwell. Quickly pressing in the code, she sighed a breath of relief when the door opened to allow her access.

Closing the solid metal door hastily behind her, Raine had barely heard it click locked before shouting from the other side caught her attention. The enemy was loudly stomping down the stairs and she feared they had seen the door close and were about to burst through it and capture her.

But the sounds continued down towards her home. They were too late...she was gone from there.

Running through the hallway, near the far end she found the correct door and punched in her code again, smiling as it also clicked open. Stepping inside, she turned on the overhead light to find the storage room just as it should be.

Moving to the metal bookcase, Raine bent over and hit the secret button located under the bottom shelf on the far right. The snapping sound indicated that the entrance to the secret passageway was now unlocked. Pulling up on the shelf, the bookcase began to swing towards her revealing the metal ladder rungs heading upwards towards safety and freedom.

Gliding inside the small vertical tunnel, she pulled the bookcase closed behind her concealing her path from anyone trying to follow her. Hearing it clicked locked behind her, Raine felt a bit safer in the cramped area. Surrounded by total darkness, Raine glimpsed a faint red emergency light high above her near the exit. Slinging the bag over her shoulders, she began the task of climbing from the sub-basement through the basement levels towards the ground level.

Her limbs were still very sore from being in cryo, but she need to get out of here before Shield captured or killed her. By the time she reached the lid at the top, her body was burning from the exertion of the climb.

Pushing open the lid just a sliver, Raine listened for any sounds to indicate someone was nearby. There was only the hum of mechanical equipment.

Lifting her head to see into the maintenance area, it was indeed empty. Exiting the tunnel, she closed the lid so that it blended back in to look like just another section of concrete floor. It was no way for the passage to be accessed from this side so she was now trapped going forward. Since she had not heard the sound of gunfire maybe that meant that the initial attack on Hydra was already over.

But she had no idea who had won or was in charge here now. Raine knew she couldn't take the chance to find out, it could mean her life. Her conditioning told her to follow procedure. She needed to keep herself safe then make contact with her handler. If Hydra had not managed to somehow maintain control of the facility, then she was in a lot of trouble if she was discovered.

Seeing a set of lockers along one wall, she quickly opened a few unlocked ones searching for anything useful. Spotting a man's winter coat, she tossed it over her arm figuring that if it was here then somebody needed it. There could be a blizzard outside that she was about to be heading into for all she knew. Nothing else in here seemed to be useful.

Taking a breath as she stood at the door, Raine slowly opened it while making sure gunfire was still not heard. Instead, calmly talking voices greeted her. That meant that whatever disaster had triggered her to be woken up might be over by now. Stepping into the hallway, she steadily began to stride towards the emergency door she'd been instructed to use for evacuation.

Reaching it, she finally chanced to look around at the wandering people who didn't seem to notice her. Raine bristled at seeing so many women wearing pants as if they were men. Did they no longer arrested women for masquerading as men for wearing them? Looking down at her simple white blouse and long thin black skirt with black stretch vinyl boots, Raine wondered if so many women were wearing pants then maybe her outfit was too outdated and would draw unnecessary attention to herself.

It was too late to do anything about that now.

Punching in her code a final time, the emergency exit door quietly swung open by itself revealing daylight. Stepping outside into the fresh air, she allowed the door to close behind her. The air was cool but not freezing, so the jacket was not a necessity, only a luxury.

Looking out at the clear blue sky over the river, Raine began to walk away from her home since she was moved there sometime after 1974.


"What the hell do you mean a cryo-freeze chamber?" Maria Hill loudly asked the technicians brought into the strange room to figure out what it had been used for.

"That's what it is, Ma'am," he simply told her. "It's been embedded into the wall and from what we can tell, it's linked to the city's emergency electrical system so that it could never be deactivated."

"Was there anyone in there?" she asked looking around the very outdated room.

"Hard to say, but it looks like it has been active for forty years," he told her. "I don't think that they would have left it active if it had been empty."

"Then where is the person who was inside?" she then yelled for everyone nearby to hear hoping for a response.

Seeing a lot of sets of eyes trying to avoid hers, Maria knew that none of them had an answer for her.

"Fine," she told the group while heading for the door, "All of you stay here, figure out what this place is for, and then report your findings to me. I'm going to security to see what they can find on the cameras."

Stomping up the staircase, with every step Maria could feel her blood pressure growing a bit. She had assigned Traxler and Johnson to finish clearing out Sub-B-3D and they had mistakenly gone down to 3E. Traxler claimed they went to the level from her email, but Maria was sure she had given them the correct level. Opening the email on his secure phone, Traxler showed her that the email he received did actually say 3E unfortunately. How did she even make that mistake? According to Shield files, this level did not even exist.

By the time she reached the internal security office, she felt like heading to the gun range to let off some steam. That might have to be her next stop if she didn't get some type of answer soon. Entering the room, she got everyone's attention with her request.

"I want every second of footage from today from the cameras located in stairwell F on your screen in ten seconds. Someone of unknown origin was in that stairwell and I want to know what they looked like, where they went, and where they are now."

The entire room was filled with the sounds of fingers clicking over numerous keyboards as they worked to do her bidding.

"Here, I have the footage!" a female tech pointed at her screen.

Standing next to her, Maria watched her rewind the footage for a few seconds before allowing it to play forward. They watched as a petite young-looking woman in civilian clothes exited the doorway carrying a bag and began to head up the stairs. Her dark blond hair was puffy and straight until it reached her shoulders where it curled upwards at the ends. Her bangs were long, and overall her hairstyle looked like something from the television show Mad Men.

"Who is that?" Maria asked as the tech did a freeze-frame of her face. She watched as their program began facial recognition but Maria knew that it was pointless. Given the room and how she looked, there was no way the unknown female was in their system. "Where did she go?"

The tech typed away for a few moments, following the female as she accessed a secured door into another hallway, before she entered a storage room.

"There's no exit from that room," the tech stated as she let the footage roll forward until it reached the present. There was no sign of her leaving.

"Keep an eye on that door!" Maria started moving to head in that direction. "Call me if there is any change before my strike team gets there!"

Minutes later, she was in the hallway with five other agents ready to breach it. But after getting the door open, they were shocked to find the small storage room empty.

"Where is she?" Maria called out to the tech over her earcom.

"Nobody has left that room. She has to be in there," came the reply over the intercom system for all of them to hear.

For the next few minutes, she had the agents searching for any sign the female had been in here before one of them called her over to a metal bookcase. Pointing out the scratch marks on the floor, they realized that it had moved over it recently. Finding a crowbar in the clean-up crews tools at a nearby work area, they managed to pry the bookcase away from the wall, revealing a set of ladder rungs heading up. The tech said that blueprints didn't even show that passage so there was no telling where it exited to.

With her own curiosity at maximum, following it upwards into the dark Maria came to a maintenance room before exiting into a secondary hallway. Calling out her location to the tech using her earcom, Maria had her begin to pull up the footage from that area earlier today. Being fed directions as to the path the woman took, Maria ended up at an emergency exit door.

"Why didn't this door sound?" she asked the tech.

"The female typed in an override code," she was told. After a few moments of keyboard clicking in her ear, "It's the same code she used at the stairwell's door. It's been planted into our entire system to act as a master override code. Every door would open for her and not a single alarm would sound."

Maria punched in her own code and stepped outside into the autumn air. She was on the outside of the Triskelion where the female had been able to just walk away. There was a single overbearing thought that worried her…that this female was somehow a secret Hydra project created for who-knows-what type of devastation. The main reasoning behind that was the fact that she was important enough to have her own cryo chamber and a place to live while awake.

But now, she was free and walking the streets of Washington.

Just how dangerous was she?


Lorraine only made it a few blocks before she had to stop for a bit due to her rising nerves. The cars and other vehicles that were passing her by looked nothing like what they should have if only a few years or so had passed. Not a single one of them had a familiar style. She was beginning to think that she'd been sleeping in her chamber for much long than was originally intended.

People were walking hurriedly past her and most of them were looking down into small flat devices in her hands instead of looking where they were going. There were a few holding it up to their ears and talking into them, reminding her of a telephone. But that couldn't be. There were no cords as well as being way too small.

Sitting for a few minutes on the raised stone that created the beautiful flowerbed behind her, Raine tried to calm herself by concentrating on the colorful blossoms before she became hysterical. She was almost sure that something horrible had gone wrong. She was supposed to be taken out of cryo anywhere between five to ten years so that she could be trained on updated technology. There was no way that this level of advancement could have happened in such a short amount of time.

Raine need to know for certain and there was only one way for her to do that immediately.

Standing up and grabbing her belongings, she saw an older gentleman approaching while looking at the thing in his palm.

"Excuse me, Sir," Raine stepped in front of him and put on her best smile, "but I can't remember the date. Could you possibly tell me?"

The man who looked a little like her grandfather smiled, "Wednesday, October fifteenth."

That only helped a little, "And the year?"

That got Raine the look she had been hoping to avoid.

"2014."

Keeping a straight face, "Thank you," she politely responded before walking past him in the direction he had come from hoping to avoid any more conversation.

Lorraine managed to go about a block before needing to turn down an alleyway. Reaching a secluded area behind the concrete steps leading up to the back of a business, she fell sideways against the hard wall as her body crumbled from mild shock.

Falling to her knees huddled against the cold brick for comfort, Raine began to cry.


Author's Note: So, Maria Hill making a mistake in an email as to a location's information? Does that seem a bit off to you? Maybe it should...enter, plot bunny #1.