I don't own S.H.I.E.L.D, Avengers, or any characters mentioned. Marvel is the property of Disney, and are not my intellectual property. There is no financial gain made from this nor will any be sought. This is for entertainment purposes only.

Chapter 1

A high-pitched ringing and the sound of her head pounding echoed in Agent Frostwing's ear. Everything had happened so fast, no one had time to react. She attempted to open her eyes, now caked with blood streaming from her forehead. Awkwardly moving her stiff arms around to feel her surroundings, the agent's muscles seized up in pain.A broken or fractured right radius, most likely was the cause. Pressing through the ache, Frostwing kept her right arm resting, and began an assessment with her left.

Feeling along the ground beside her, a large slap of concrete to her right. Frostwing gracelessly rolled over from her back to her knees. Another jolt of pain shot through her chest, indicating a few broken ribs. She spat out a mixture of dirt and blood, then spat again into her left hand, and rubbed her eyes as an attempt to get the blood out. I've done more humiliating things in my life, Frostwing thought to herself. Rubbing my eyes with spit comes nowhere near close. With her eyes now cleared, she opened them stiffly and let her pupils dilate to adjust to her new environment, which was a lot brighter than the lab she was formerly standing in. Using her free hand she raised herself up against the lump of building beside her and analyzed the damage.

The Triskelion had fallen. A massive hole in the wall where the lab she had been "assigned to" once stood gave a clear view of Washington D.C. As Project Insight had taken off, she immediately began clearing out all other S.H.I.E.L.D agents in the area. Steve had a plan, and she trusted it with her life. Nat hadn't told her details, but she trusted the system. Frostwing had been clearing out the last few labs and vaults on the surrounding floors when the last helicarrier had crashed into the opposite side of the building.

Agent Frostwing scanned the area for any fellow agents who weren't HYDRA. So far as she could tell she was the only one on this floor. Frostwing looked down at her lab coat. She tore off the level three clearance badge and snorted.

"Hump, Veronica Mattelon my ass," she muttered as she tossed it away. Awkwardly taking off her coat, she lay it across the concrete she was leaning on and began cutting it into strips. Working quickly, she began wrapping up her wrist and head. It wasn't the best medical job ever, but it would get the job done.

As she finished wrapping her wrist, Frost stared wistfully at her dented communicator. Bringing up her hand to her ear, Frostwing checked her com for any sign of her superiors or fellow agents.

"This is S.H.I.E.L.D agent F27-3 reporting from Triskelion, does anyone copy? I repeat this is agent F27-3, please respond." Static was all she received as a response. After three more attempts, Frostwing ripped communicator out of her ear she threw it onto the ground. She took a deep breath and began staggering away from the boulder to look for other agents, anyone familiar, friendly, not HYDRA.

Limping around the debris, Frostwing's began to call for S.H.I.E.L.D, the other scientists she'd been stationed with. Some of those low level agents might be book smart, but they sure could be stupid as oxen when it came to clearance and rules of evacuation. Many had attempted to rescue some data, schematics, anything they could transfer on a flash drive. It was hard though for her, to run around and act like a scientist while trying to get every one out. Frostwing though back to her training days, after The Compound. She had been trained by the best, literally. Nat was like a sister to her now, and she had told Frost of the plan. She had to stay undercover, no matter what.

She reached into her secret inner pocked and grabbed her level seven clearance card to scan for the stair case. With a soft beep, Frost pushed the door open but as soon as she did, she heard someone take a breath behind her.

"Don't even think about it Frost," a raspy voice muttered behind her as a gun clicked behind her head.

"That's Agent F27-3 to you Sir," Frostwing replied menacingly. And why should I listen to you, Agent Bryant?" Frostwing diligently straightened up her back despite the pain.

"How do you know me?" Oliver Bryant had been caught off guard. Frostwing turned around to face him, revealing her strikingly stern glare.

"You were in my team during the Raketa mission in Baghdad. I don't forget my team mates Agent Bryant," Frostwing coldly retorted. "I suppose that was quite a few years ago, and you've moved up the ranks, gained some higher clearance. So let's cut the small talk and get down to business," Frostwing swiftly pulled out her gun for an old fashion standoff. "Are, you, HYDRA?" Agent Bryant didn't flinch, and maintained eye contact. He has to be working some angle, I can feel it, She noted as he was trying to get a read on her.

"I'm S.H.I.E.L.D through and through."

"Oh and what do you give me," snorted Frostwing, "Your word? Because that means so much now! I was deep in cover. Slap a lab coat on me, some glasses, a facial modifier and a DNA dampener and no one could tell that I wasn't some level three scientist. How'd you know?"

"Your modifier fell off," he responded bluntly. "You're lucky. HYDRA probably thinks you're off in some remote location on some secret mission from Fury himself, not running through D.C without wings or ice. You can go anywhere, pass through the streets un-noticed. I know you want to get out of here, but you can't just fly off in a plane. The local authorities are at the base of the Triskelion, and I know Romanoff taught you how to play dumb."

"You know I can't do that. Not now. I need to get out of the country, go off the grid. I appreciate your concern Agent, but your services are not required. If you want to go to the authorities, that's your call. Why do you care anyways," Frostwing interrogated, lowering her gun. Bryant followed suit.

"You know you're one of the top agents around here. If not, then THE top. You can rival Romanoff, Barton, Hill and Rogers pretty damn well." He did have a small point, she was the best. She had beaten all of the top agents in combat, and she went solo on almost all missions now. If she wasn't solo, she was paired with Barton or Romanoff.

Poor Clint, he must be worried about Natasha. It was no secret that Agents Romanoff and Barton trusted each other more than anything.

"I trust your judgement, but I'm just saying, a lot of people are counting on you. Everyone knows about the mighty Frostwing who controls the snow and rides the wind. Fury protected you. He saw this storm coming, didn't he?"

"That's classified."

"Nothing is classified anymore," Bryant sighed, looking down. "It's all leaked."

"I know, Romanoff leaked every S.H.I.E.L.D file onto the web. The world knows everything now. All that we protected them from is mere clicks away, hell even a kid with some old 2004 laptop could find out what a level nine or ten officers knew. It's time we all disappear for a while."

"Agreed. I just don't think you're making the right move right now Agent F27-3."

"That isn't your call. You do things your way, and I'll do them mine. And if you see Agent Hand, tell her I'm sorry."

Bryant gave a gruff nod and turned away from the staircase. When he was around the corner, Frostwing pushed through the stairs and began running down towards the hangar bay as fast as she could. She tripped down multiple steps at a time, constantly stumbling. It certainly wasn't the best way to reach the hangar, but the elevators were out of the question.

It was much emptier than she had anticipated. Most agents had cleared the building before the helicarriers had crashed, but they should have started coming back in by now. It was hauntingly empty, event for an emergency staircase. A few minutes of stumbling more revealed that she had just been on too high of a floor. Once she reached the lower levels, she could hear Agents on the other side of the doors. She encountered a few in the staircase, but no one talked to her, but rather stared in awe. Guess they've heard a few stories about me.

By the time she reached the ground floor, the building was a massive maze of confusion. The staircase was even fuller as Agents tried to go up to where ever their work space once stood. She pushed her way out of the stairs at the hangar floor, and pushed her way through a knot of agents. As she reached the entrance to the hangar, she heard someone call her name behind her. She turned around to see a scuffed up, scrawny little agent. He was most likely a rather new recruit.

"Awaiting orders ma'am," he said in a shaky voice. She felt her expression turn softer. These agents looked up to her. She was the highest level agent left at the Triskelion. She looked around the room for a moment and took a breath.

"Your orders are to not get killed. The authorities will be in here soon, military wants to clear us out. You can let them take you, or you can go off the grid," She turned around swiftly and began to keep going to the hangar.

"But we're agents of S.H.I.E.L.D!" The little agent behind her called. "We stand for something!"

"Stood agent, we stood for something. Not anymore. Strategic homeland intervention, enforcement and logistics division means nothing, because it now also means HYDRA. As soon as the message 'Out of the darkness into the light' went out, the world changed. The Triskelion hasn't been taken over however. So feel free to stay. We are now humanities last hope. I know my role in serving it, it's time for all of you to find yours."

With that, Frostwing kept walking into the hangar, and inspected the vehicles that were left. Not much remained; most was blown up, dented, or flat out gone. Some agents were running around, trying to secure a ride themselves. There were a few armoured trucks, a helicopter, and luckily, a small plane. Well, I suppose this is as good as anything. She hastily walked across the hangar to her new ride, and noticed a group of agents had begun following behind her. About half way through the hangar, they dispersed to various posts. A few went to the control booth; others grabbed the traffickers and began signalling that a vehicle was going to take off. As she reached the plane, Frost pried open the cockpit and flopped in, protecting her wrist. The hangar door slowly moved open; it was a miracle it was even working.

Flipping switches and pulling levers, Frostwing began lift off, bringing the plane out vertically of the hangar. She nodded to the agents who opened the bay door for her, as a sign of gratitude. As she came out into the sunlight, her mouth fell open at the sheer amount of destruction that had been caused. It was far worse than she had anticipated, the bridges were destroyed, and the helicarrier had done a lot more damage than she thought. Fire trucks were battling a blaze on a bridge, and police and ambulance workers had begun attempting to enter the building to get injured agents out, and possibly arrest a few. Continuing upwards, she went straight up until the Triskelion below was no more than a speck. She flipped a few levers and the plane's powerful engines rotated, sending her shooting forward through the sky.