Freya, Steve, Sam and Maria quickly make their way up to the control room of the Triskelion. Natasha is currently disguised as Councilwoman Hawley. Her task is to infiltrate the High Council's meeting in Pierce's office upstairs to hack into S.H.I.E.L.D.'s files. The plan is to wait for Fury to show up to override the system and release them. Worried about the redhead, Freya mentally reaches out to her. They've done it a handful of times before, but not nearly as often as her and Steve.

"Everything going okay, Red?"

"Jesus fuck, Merc! You scared the shit out of me!"

"Oops."

Freya grins to herself as they continue toward the control room.

"Any way... So far so good here. You?"

"We're coming up on the control room now."

"Sounds good. Hey, Frey?"

"Hm?"

"Stay in one piece, please."

"You too, Nat."

Freya breaks the connection and focuses on the approaching door in front of them. As they walk up to it, Steve gives Maria a nod. Signaling her to jam the Triskelion's communications. Knowing a worker will come out to check the dish, they ready up outside the door. No more than ten seconds later, the door opens. Revealing the poor worker's shocked face as he looks at the four people in front of him.

Maria is on Steve's left with her gun pointed. Sam is on his right, a gun raised as well. Freya, being the shortest, stands in front of Steve with her arms crossed and a smirk on her face. She gives him a small wave with her fingers. Steve just politely says, "Excuse us," and the poor guy quickly puts his hands up and backs away while gesturing at them to come in. They quickly clear the room and Steve steps up to the mic to speak over the PA system.

"Attention all S.H.I.E.L.D. agents, this is Steve Rogers. You've heard a lot about me and my partner, Freya Stark, over the past few days. Some of you were even ordered to hunt us down. But I think it's time you know the truth."

He pauses to look at Freya and she nods, urging him to continue.

"S.H.I.E.L.D. is not what we thought it was. It's been taken over by HYDRA. Alexander Pierce is their leader. The S.T.R.I.K.E. 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 what they want. Absolute control. They shot Nick Fury. And it won't 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 Freya and I are willing to pay. And if we're the only one's, then so be it. But I'm willing to bet we're not."

"Did you write that down first, or was it off the top of your head?" Sam smirks when Steve finishes.

Steve just grins and looks over to Freya. Who has a proud smile on her face. She gestures at the door, letting him know it's time to go. Maria stays behind while the other three head outside onto the tarmac. While they're walking, they suddenly hear a low rumble and the ground begins to shake. Steve looks at Freya who throws her hands up.

"This is totally not me," she says quickly.

"They're initiating launch," Maria informs them over comms. The three of them break into a run and head for the edge.

"So, how do we know the good guys from the bad guys?" Sam asks.

"Seriously, Sam?" Freya rolls her eyes.

"If they're shooting at you, they're bad," Steve gives him an obvious answer.

Freya snorts as Sam unfolds his wings and takes off into the air, heading for Bravo carrier. Steve reaches out to Freya before she can take off as well, causing her to turn and stop with him. Not even pausing when she turns, he quickly pulls her in and plants a firm kiss on her lips. Leaving her slightly lightheaded. When he pulls away he locks eyes with her.

"Please be safe out there... Please..." he begs.

"You, too..." she breathlessly replies. Steve fights a smirk, seeing how the kiss affected her.

"Wanna give me a lift?" he nods at the edge of the tarmac. Freya finally gets her bearings and smiles up at him.

"Always."

Running to the edge, they both jump off in a free fall. When they're almost to the ground, Freya initiates flight and puts a hand out towards Steve, slowing his momentum. Carefully putting him down on Alpha carrier, she takes back off into the air, heading for Charlie carrier. As she approaches the ship, its cannons suddenly turn on her and fire. Her eyes go wide as she quickly dives down, trying to avoid being hit. She swings around the side of the carrier and reaches her hands out. Using her telekinesis, she rips a cannon off the side of the ship and throws into another.

"Well, two down, four more to go..." she says to herself.

"Hey guys... I found those bad guys you were talking about," Sam informs them over comms.

"You okay?" Steve asks.

"I'm not dead yet," Sam replies.

"You need some help, Falcon?" Freya asks this time.

"Maybe, not sure yet. I'll let you know."

She puts her concentration back on the cannons and she flies around the stern of the carrier. Getting an idea, she flies directly between the two cannons at the back, forcing them to turn toward one another as she passes. Causing them to fire on each other, destroying them both.

"Falcon, status," Maria calls out.

"Engaging," Sam answers. A few moments later he updates her. "All right guys, I'm in." There's a brief silence before she hears an almost inaudible, "Oh, shit."

Just as she's about to ask Sam if he's okay, a quinjet suddenly flies in and fires at her. Diving underneath the carrier, she goes up and around the other side. She quickly grabs on to the cannon next to her before it can turn. Using it to shield her presence from the cannon across from it, she grunts as she pulls on it, trying to dislodge it from its mount.

"Mercury, status."

"Almost done," Freya grunts back to Maria.

Right as she pulls it free, the quinjet appears behind her. As it's about to fire on her, she turns and throws the cannon at it with obvious inhuman strength and speed, making direct contact. The jet explodes on impact and falls out of the sky in a fiery mess.

"Eight minutes, Cap," Maria updates.

"Workin' on it," Steve grunts back.

Turning to the last cannon, Freya creates a barrier in front of her as she runs at it. Reaching out a hand, she uses her powers to pull it apart, finally clearing the deck of its cannons.

"Alpha lock," Steve announces his success.

"Falcon, where are you now?" Maria asks.

"I had to take a detour. Hey, Mercury? Uh, is that offer still available?" Sam asks.

"Always," she confirms. "What's up?"

"I've got two jets on my tail. If you can take one of them out, I should be fine."

"On my way," she answers as she flies into the air, heading for his location.

Spotting Sam as he weaves through the air from across the open airfield, she tries to fly to him as fast as she can. Flying up behind them, Sam's constant turns are making it hard for her to get a lock on one of the jets.

"Any time, Merc!" he yells in slight panic.

"Trying!" she yells back.

Reaching a hand out, she concentrates on channeling her power to it. She points it at the jet and releases a beam of energy. It hits the jet dead on, disabling it and causing it to lose altitude before crashing into the water below.

"What the hell was that?!" Sam yells in surprise.

"Uh, apparently I can now shoot beams of energy from my hands," she announces.

"Since when?" Steve asks.

"Um, yesterday when I knocked Bucky on his ass," she smirks.

"Holy shit, that's so cool!" Sam says excitedly.

"Cmon, no need for the foul language, guys," Steve sighs.

"Sorry, Spangles," Freya chuckles.

"Can I call you Spangles, too?" Sam pipes up.

"No," Steve deadpans.

"Okay, Merc, I think I'm good now," Sam tells her. "Leave this jet, I've got plans for it."

"Sounds good. Stay safe, Sammy"

"You, too."

Turning back, she heads to her assigned helicarrier. When she lands on the deck HYDRA agents swarm the area. Distracted by the ground troops, she doesn't notice the quinjet that lands at the end of the deck behind her. She uses her powers to throw the agents furthest from her off the carrier. The one's that close in on her are dispatched quickly as she goes hand to hand with them. Looking around the deck, she realizes it's finally clear. She starts to update the team over comms.

"All right, I'm i- OOF!" Freya goes tumbling face first into the tarmac when she's struck from behind. Quickly getting to her feet and turning on her opponent, she comes face to face with Bucky.

"Frey, are you okay?" Steve's worried voice fills her ear.

"I've got company."

"Bucky?"

"Yeah," she frowns. Bucky's eyes scan her body and his eyebrows furrow as he seemingly recognizes her. "Bucky, we've gotta stop them," Freya pleads.

"Don't call me that," he grimaces.

"Would you rather I call you Winter?" she asks. His head slightly nods in reply. She shakes her head in refusal. "Too bad, because I won't. Not anymore. That's not your name. Your name is James Buchanan Barnes."

"Shut up," he growls.

"But you prefer to be called Bucky."

"Shut up!!!" Bucky screams and lunges for her.

Freya had been expecting this reaction and creates a barrier, stopping him mid lunge. He hits it and stumbles backwards.

"Bucky, I don't wanna fight you, but I will if I have to," she says sadly.

He just lets out another scream and starts to throw punches. Freya dodges and blocks, throwing a few back when she can. Bucky doing the same. Both fighters land solid hits on the other when they find openings. Freya is afraid to fully commit though. She doesn't want to hurt Bucky. She's also afraid of losing her concentration on keeping her powers in check.

"Bravo lock," Sam announces.

Blocking a right, Freya throws a right as well. Landing a solid hit to his jaw. Bucky's head whips to the side from the force of it. He turns back to her and grits his teeth together in anger. Squaring up again, he goes to throw another right, but fakes it. Instead, he catches Freya by surprise when he throws a left with his metal arm that solidly makes contact with the side of her face. She stumbles backwards, losing her balance. Letting her momentum carry her, she turns the fall into a back handspring. Throwing a kick at Bucky in the process, she catches him under the chin. He slightly stumbles back, but is back on her instantly as she lands back on her feet. He catches her off guard by throwing a kick to her midsection, causing her to fall on her back this time. Bucky leaps on to her and throws a punch with his metal arm. Freya stops it mid air with her powers, struggling to hold it back. He tries to throw a right, but she catches it with her left hand. As he straddles her, they're in a stalemate while they stare at one another. Freya struggles to keep him at bay. She can hear her teammates over comms while she holds him back.

"Charlie carrier is 45 degrees off the port bow." Maria pauses briefly as gunshots fill the silence. "Six minutes. Mercury, what's your current status?"

"A little busy at the moment..." Freya strains out.

"Hey, Sam, gonna need a ride," Steve calls out. "We need to get to Frey."

"Roger. Let me know when you're ready."

"I just did!"

Listening to Steve and Sam speak over comms, knowing they're on their way to her, she briefly gets distracted and Bucky headbutts her. Immediately, she starts to see spots, but keeps a hold on his hands. He headbutts her again, causing her grip to falter. Giving Bucky the opportunity to get his hands free. He begins to rapidly throw punches. Her head jerks side to side as he lands hit after hit. Gathering whatever strength she can, she lifts her hands to his chest and lets out a scream. Hitting him with her energy beams. Knocking him off of her and sending him tumbling. Bucky doesn't stay down long and runs up on her again as she's struggling to stand. He grabs her by the neck with his metal arm and slams her against the wall. Her vision instantly starts to dim as she fades in and out of consciousness.

Weak...

Even with the looming threat of passing out, Freya's eyes go wide at the voices in her head she hasn't heard in a while.

"Nonono! Please, no! Don't!" she screams internally.

So pathetic...

Panicking, she claws at his hand, trying to get loose. She barely registers movement to her right when Steve and Sam land on her carrier. Unfortunately, Bucky sees them too. Throwing Freya down, he runs off. Disappearing behind the crates to his left. Her vision brightens once more and she gasps for air as the voices retreat back into the shadows. The two men see her on the ground and break into a run toward her. She struggles to get to her feet, trying to warn them about Bucky in the process. But her voice is too weak after Bucky's grip on her. Suddenly, the said assassin leaps out from behind the crates and knocks Steve off the side of the helicarrier.

Freya's eyes go wide and she forces herself to her feet. She watches Sam attempt to go after him, but Bucky grabs him by one of his wings and throws him back. Hoping Sam will be okay, she makes a break for it and dives off the carrier after Steve. Looking down below, she sees him barely hanging to on a lower part of the carrier. Flying down, she grabs his arm and lifts him up on the side to safety. He quickly notices the injuries on her face. Bucky has left her with a split lip, an already forming black eye and multiple cuts. Bruises that are beginning to appear litter her face. He reaches a hand up to cup it. His eyes filled with rage and disbelief at what Bucky had done. She shakes her head as she finally finds her voice.

"I'm fine. I'll heal," she croaks out.

Steve starts to say something, but Sam suddenly falls past them. Missing a wing, he's in a dead spin as he heads straight for the Triskelion's rooftop. She turns to Steve and hands him her targeting blade before wordlessly diving off the side of the carrier after Sam. She flies after him, trying to reach him in time. Suddenly, he opens a chute from his pack, but Freya realizes that he's done it too late. Barely getting to him in time, she's able to grab a hold of him with her powers and slows his momentum enough before he lands. As he makes contact with the roof, Sam's legs collapse. Freya lands next to him, her legs giving out as well. Exhaustion from her fight with Bucky starting to hit. But she knows she can't let it effect her. Sam looks over at her, slightly out of breath.

"Thanks. You get Cap?" he asks.

"Yeah, he's fine," she nods.

"I need back-up!" Maria requests. "I've got Rollins moving in on my position with tactical shield! Does anybody copy?!"

"This is Mercury, I copy. On my way."

"Falcon, we've got another problem!" Maria relays more bad news.

"Yeah?" Sam asks.

"Rumlow's headed for the Council!"

"I'm on it."

Sam and Freya nod at each other before they go their separate ways. She flies over to the control room, approaching just as Rollins is walking in the door. Moments later, she lands in the doorway and sees him raise his gun at Maria. He had disarmed her and backed her into a corner. But before he can fire, Freya throws him into the wall with her powers. Causing him to drop his tactical shield and gun. She can instantly feel the drain on her energy from the usage of her telekinesis, causing her hands to start shaking. He turns to look at her with a sneer as he stands.

"I was hoping I would run into you, you little bitch. Rumlow is too much of a pussy to go after you himself. I guess he took his friendship assignment with you too seriously." He grins when he notices the injuries on her face. "Looks like Soldier did a number on you, too. My lucky day. I'm really gonna enjoy this."

Freya snarls at him as she lunges, throwing a right. He blocks it and lands a solid hit to her side, making her grunt. He goes to throw another punch, but she slips it and elbows him in the face. As he grabs his nose, she sweeps his legs out from under him. Hitting the ground with a thud, he groans. Maria runs back to the computer to look at the timer as Rollins gets back up.

"One minute!"

As Rollins stands, he eyes the gun on the floor near him. Seeing this, Freya tackles him as he grabs it. They roll around as they fight for possession and Rollins begins to gain the upper hand. Suddenly, the gun goes off and Freya feels a searing pain shoot through her stomach. With HYDRA now in possession of the recalled armor piercing rounds, the bullet pierces through her skin. Going straight through. She gasps in pain, but still fights him for the weapon. Another gunshot goes off and more pain shoots through her midsection. Getting weaker, she slowly begins to lose the fight with him.

Weak...

Unworthy...

"No!"

Freya mentally screams in protest as she feels herself slipping away. Her vision is becoming tunneled as she feels her limbs weaken. She can feel her body and mind give into the voices.

We will show them true power.

Freya's body goes limp and her eyes close as her control slips away. Something inside of her snaps and her eyes reopen. Her irises are a silver blaze and her aura is fully ignited. A snarl takes over her face as she glares at Rollins. His eyes go wide in panic at the drastic turn in her demeanor. He tries to fight her, but she begins to easily pull the gun away from him. Suddenly, another shot goes off. But this time she doesn't feel anything. Rollin's body goes limp as he drops the gun. Looking up, she sees Maria with her gun back in her hands. Freya's eyes narrow at the other woman as she begins to climb to her feet and start toward her. Maria's eyes widen, instantly realizing what's happening.

"Fight it, Freya!" Maria screams. Freya's step falters and she goes down to one knee with a pained groan.

"Let me out!" Freya screams internally.

"Shut up," the voices growl out loud in a distorted version of Freya's voice. A pained look crosses her face and she lets out another groan.

"Don't let them control you, Freya! You're the one in control!" Maria screams. Heeding her words, Freya internally closes her eyes and breathes. Letting a calmness come over her.

"I control you," Freya tells the voices. "You are my powers. You will control me no longer!" she screams.

"No!" the voices scream out loud in their final attempt at maintaining control. Ultimately failing. Freya collapses down to her hands and knees with a scream. Her aura powers down and her eyes revert back to their emerald green. An eerie internal silence washes over her. The gunshots in her stomach makes her grit her teeth in pain. She shakily looks up at Maria and nods at her, her breathing ragged. "Thanks, Ria."

Letting out a loud sigh of relief, Maria returns the nod. She quickly turns back to the computers to update Steve.

"Thirty seconds, Cap."

"Stand by," he grunts over comms.

Freya painfully makes her way to her feet and staggers over to Maria as she holds her stomach. She watches the timer as it counts down.

"Charlie-" His voice suddenly cuts off. Freya waits for him to speak again, but he doesn't.

"Steve?!" Freya calls out to him.

Silence.

Maria starts to panic, not knowing what to do. She looks back and forth at the screens as the target count climbs. The carriers are about to be activated. Suddenly, everything goes dark. All targets are lost.

"Charlie lock," Steve finally announces.

"Oh, thank God..." Freya breathes a sigh of relief when she hears Steve's voice.

"Okay, Cap, get out of there," Maria tells him as she hits a few buttons on the computer. Making the carriers lock on to each other.

"Fire now," Steve orders. Freya's eyes go wide and her heart stops.

"But Steve-"

"Do it! Do it now!" Steve cuts Maria off. Who hesitantly glances at Freya before activating the carriers.

"Steve..." Freya whispers into the comms.

"I'm so sorry, Freya..." Steve says defeatedly.

"Steve, don't do this! Please!" Freya begs.

"There's no other choice, Doll... I wish we had more time."

"St-Steve, I can't... I can't lose you," she starts to sob.

"Freya, I love you. I should've said it sooner. But I need you to know that I love you so mu-" His comms cut out and they lose contact with him.

"Steve!" she wails.

Freya turns and stumbles to the door. Looking outside, she watches the carriers destroy each other. Alpha and Bravo carriers are falling out of the sky while Charlie slowly drifts into the Triskelion. She tries to reach her mind out to him, but she's too weak. As the carrier crashes into the building, she hears Sam yell over comms.

"Please tell me you got the chopper in the air!"

"Sam, where are you?!" Natasha calls out to him.

"41st floor! Northwest corner!"

"We're on it! Stay where you are!"

"Not an option!" Sam screams back.

Freya watches as a chopper flies up to the building and Sam comes crashing out a window. The chopper tilts, barely catching him. Freya wants to feel relieved that Fury, Sam and Natasha are okay, but she's too worried about Steve. She has no way of contacting him and is currently too weak to go after him. She has no choice but to watch as the carrier buries itself in the side of the tower.

"Hill! Where's Steve? You got a location on Rogers?" Natasha asks.

"He's still in the carrier!" Maria answers.

The carrier breaks free of the building and continues to float downriver, slowly losing altitude. Suddenly, she sees something fall out of it among the debris. Freya instantly realizes it's Steve.

Her nightmare is playing out in front of her.

Helpless, she watches his body disappear into the river below. Letting out a loud sob, she falls to her knees. Maria drops down next to her and attempts to comfort her, but she's unsuccessful. Another body suddenly dives from the carrier. Recognizing it to be Bucky, she prays he's trying to help. That he's Bucky again and no longer Winter.

Twenty minutes later and there's still no sign of Steve or Bucky. Freya had gotten enough strength back to fly above the river, trying to find any sign of them. She knows they're still alive. She would feel it otherwise. But, she knows that time is running out and Steve is somewhere out there in need of help. She can feel it. Floating in the air, she's been motionless for a while. Just watching. Waiting for anything that will give her hope.

"Freya..."

Her head jerks to her left. Steve's voice filling her mind. Spotting movement on the banks down the river, she takes off. Flying as fast as she can. She approaches as Bucky drops Steve on the shore. Landing roughly next Steve, her legs give out and she falls to her knees as she reaches out to him. She immediately calls for help.

"I need medical! Southeast shore! I've got Steve!"

"On our way! Hold on!" Maria replies.

Her eyes scan over him as she sees the gunshot wounds and the battered face. Just like her nightmare. Noticing the figure that is still standing nearby, she looks up at Bucky as he watches her. His face holds no emotion, but she knows that Steve had gotten through to him. Bucky had pulled him out of the river and probably saved his life. She quickly makes up her mind.

"Bucky, you need to go. You can't be here when they arrive. You have to leave." His eyebrows furrow at her directions. Not sure how to respond. "Bucky, go! We'll find you, okay? I promise! But you have to go! They won't understand!"

Bucky slowly nods, hesitantly looking from her to Steve before he turns away and disappears into the trees. Looking back at Steve, tears start to roll down Freya's face. She cradles his head and strokes his hair as she talks to him.

"Cmon, Steve. You've gotta hang on, okay? Don't you dare leave me. I love you. I love you so much. Please, don't leave me."

Medics finally arrive and take Steve. Freya is right on their heels. Before they put him into the ambulance, Sam walks up to her and grabs her arm.

"Frey, you need to get looked at, too. You're hurt," he says gently.

"They can look at me at the hospital when I know he's gonna be okay," she declines.

Knowing it's no use in arguing with her, Sam nods and releases her. Letting her climb into the back of the ambulance and watching as it quickly pulls away.