At 1:03 in the morning, an alarm started blaring throughout the compound, illuminating the prison hallway red. James sat up and looked out the glass, seeing several heavily armed SHIELD agents running past him until Director Hill herself stopped in front of him.

"What's going on?" James yelled, his voice echoing through the thick glass.

"We've had a break in. Don't worry. We'll keep you safe." Director Hill responded firmly, snapping her own gun into place. James pulled his mouth into a tight line and leaned against the glass, trying to get a better look at his surroundings. After about five minutes, the alarm stopped and all the lights turned off. James looked around questioningly, noticing Maria Hill stiffen as her hand flew to her earpiece. "Copy that." She turned to look at James with narrowed eyes, "If you aren't in this cell when I get back, we're going to have some real issues."

James smashed his fist against the glass through the bars, causing a small crack that he didn't expect, but gesturing toward it nonetheless, "I don't think it'll be a problem." Maria smiled and took off running, leaving James alone in the quiet darkness.

Maria pushed through the doorway of the stairwell to find Sam suited up in everything but his cowl with Cassie, Kate, and Wanda by his side. "Status report?"

"The energy panel has been ripped out." Sam said, producing a hologram of the damage from his arm. An underground power box had been dug up and the box ripped in half, discarded across the grass on the back lawn. Maria looked from the hologram to Sam, seeing the Captain looking less than surprised.

"So somebody took out the power. They're in the building. Find them, now." Maria looked to the three women, sending Kate and Cassie sprinting away. Wanda just grinned, her eyes glowing red as she turned slowly to begin her search, red dancing on her fingers that she didn't intend to use. Director Hill turned to Sam with narrowed eyes, "I want them captured. I want to have words."

"He'll leave with his son and you'll never see him again." Sam answered, but Maria just crossed her arms and grinned.

"If she's still alive, she's wanted for several counts of murder, among other things. SHIELD would consider sweeping some things under the rug for a little cooperation from a certain super soldier." Maria bartered, but Sam just shook his head. "Listen Wilson, I know you people keep tight lipped about your Avenger activities, but I don't think it's a coincidence that your reports often feel incomplete. If you keep protecting them, it'll cost you the shield."

Sam ejected his wings and flew up and over Maria Hill, considering her threat as he soared down the halls of his home. He'd made it to the communal area when he heard a voice in his ear telling him the hostiles were heading toward the armory. Sam changed direction, but was quickly thrown against the wall by Kate Bishop's body weight.

Kate groaned and rolled over, eyes widening as she saw who towered above her, but a heavy boot pressed itself against her chest before she could stand. Sam rolled over onto his elbow and looked up, smiling when he met the familiar expression of resignation, "It's been a long time Barnes. How's the Mrs.?"

"She's fine. Home with Kayla, who's worried sick by the way." Bucky answered as Sam chuckled a little, raising his hand up to Bucky, but the Winter Soldier didn't help him.

Kate groaned as she rested her head back down, waiting for Bucky to release her, "I'd really enjoy breathing Barnes, if you don't mind?"

Bucky removed his foot from the girl and took Sam's hand to hoist him to his feet, "I don't want to fight you guys. But I'm not leaving here without the kid."

"You alone?" Sam pressed, realizing there hadn't been a sound since his conversation with Bucky started. "I can't give you the boy. Banner hasn't given us the results yet."

"You know who he is, Sam. He doesn't. Let me take him home to his parents. He's just a kid."

"He's eighteen and the kid he hit is on life support. We can protect him, you know we can." Sam argued, but looked up from Barnes when he heard a grunt coming from the armory. "You aren't alone-"

"Sam, you know how this ends. Look the other way and nobody gets hurt." Bucky warned as he backed up a step, just as Cassie Lang was hurled into the hallway from the armory. She hit the wall and fell on her ass, grumbling as she stumbled to her feet to face her attacker again.

Sam continued moving toward Bucky, backing him into the corner before placing his right hand onto a keypad, opening a panel in the wall to reveal his shield. Bucky watched as Sam reached for it and slid it onto his arm, "I thought the Enchantress destroyed it."

"About two weeks after Thor took her, the pile of goo reverted back to this. Her magic doesn't last." Sam replied, finally pushing Bucky to the end of the hall. "Where is he?"

"Already heading downstairs, I would assume. I was just supposed to distract you." Bucky grinned for the first time and Sam lunged as him, but the Winter Soldier caught the shield in his vibranium hand and shoved Sam backwards before darting through the armory to the stairwell.

"Attention all agents, we have two enhanced individuals on the premises, headed for the-" Sam's transmission began to crackle and he felt a spark in his ear before he had to pull the comm out, letting it fall to the ground. "Ouch, what the-" Sam looked up to see Wanda's eyes burning red. "What do you think you're doing?"

"I'm protecting my friends. You don't want to do this. I can tell." Wanda's eyes glowed red for a moment as red wisps invaded Sam's mind. "Let it go." Wanda pulled her fists, tightening her grip on Sam as she lifted him off the ground. "Call them off."

Sam choked a little, "I can't, you shorted out my comm." Wanda dropped her hand, letting Sam fall to the floor as she turned and started running the opposite direction, "You do this, you're no longer an Avenger!"

Wanda stopped running, looking down at her long red jacket and corset, realizing she was nothing else. She turned her head, not fully moving her body to see Sam, but so he could hear her voice, "Then I'm no longer an Avenger." She continued running, blasting away several SHIELD agents who tried to move toward the stairwell, effectively protecting the super soldiers from being cornered. In the darkness of the powerless compound, her red illuminated the open area like a poison that would destroy the Avengers from the inside out.

Sam dropped his head, allowing himself one deep breath before pushing himself to his feet, knowing he was too old to be fighting his best friends. But he had a job to do. He strapped the shield to his back and trotted through the armory to the back stairwell, descending into the basement as the heat began to rise.

Steve ran through the basement, looking through the metals bars of all the empty cells for his son in the darkness. He wiped his brow, regretting knocking out the power, but knowing they'd already be in SHIELD custody if they had access to their tech. Steve slowed down as he reached the end of the hall, "James!"

"Dad?" The disbelief in James's voice was obvious as his father appeared in front of the glass, "Dad, what are you doing here?"

"I'm here to take you home." Steve answered easily, studying his son's cage, "What did they do to you?"

"They took my blood. Doctor Banner- he took a lot of blood to test." James stammered as he pressed his hands against the glass, "Dad, you gotta get out of here, you're in way over your head."

Steve chuckled until he heard footsteps coming from the stairs. He shifted his weight and lifted his fists naturally as James watched on, preparing to fight. Bucky pushed through the door and leaned against it, smiling at James as he waved with his right hand. James stared in wonder between Steve and Bucky as the latter approached the glass, "What are we dealing with here?"

"At least sixteen inches deep. I'm assuming the bars on the other side are vibranium. You still have security clearance?" Steve asked, and Bucky shook his head.

"I never did." He grumbled, looking through the glass. "They didn't trust me with the prisoners. They didn't trust anyone aside from Sam and Banner."

Steve grit his teeth and turned his back on James, clenching his fist as he focused. James swallowed and leaned against the bars, "Dad, just go. I'll be okay." Before James could say another word, Steve swung around and slammed his fist into the glass, causing it to crack easily. James stared at the shattering layer of glass in shock, "Wha- how... I don't understand!" James yelped as he backed away when Steve slammed the glass again, causing it to crack even more, "How are you doing this?"

Bucky pulled off his leather glove, revealing his vibranium hand before slamming it into the glass as well, causing a fist size hole to form. James began to jump up and down excitedly before raking his fingers through his hair, "This is AMAZING! I can't believe this- you two- you are-"

As Bucky wound up to land another left-handed punch against the glass, a massive disk slammed into his back that sent him to his knees. "Buck!" Steve yelped as he knelt next to his best friend, looking up when Sam kicked the side of the shield and it flew back into his hand. "Why are you doing this?"

"Please, Steve, I know... I know you think you're doing the right thing. You are- I would have never taken your son, you have to understand that. But SHIELD isn't going to let him go that easily. If you go now, you'll never stop running." Sam looked down at Bucky, who stared up at him with angry dark eyes, "I love you guys. I don't want to hurt you."

"Sam..." Steve warned, standing to his feet and taking a step closer to his friend, "You know you can't hurt us."

Sam smiled sadly, dropping his head, "I know." He wound up and threw the Captain America shield at Steve. James couldn't hide his bewildered expression when he watched his dad; his construction working, art loving, lounge around home in front of the TV dad; reach out and catch the shield with his left hand easily. James stumbled back a step, losing his footing and falling as his dad strapped the shield onto his left arm, staring at it fondly.

"Dad?" James asked as he scrambled back to his feet, grabbing the thick metal bars as Steve stared down at his shield, "How did you do that?"

Steve looked up at his son with a beaming smile, "You might want to take a step back." James did as he was told, backing up until he hit the back of the wall as his dad wound up his left arm and smashed into the glass, sending it shattering everywhere. James covered his face with his arm, only turning when the sound settled. He carefully stepped over the glass to his father, reaching through the large bars to grasp Steve's right hand in his own. Steve breathed heavily through his smile, "I can explain-"

James chuckled a little, looking Steve up and down before asking, "Are you..."

"He's Captain America." Bucky grunted as he leaned against Sam's shoulder, wincing when he massaged his own back, "Steve Rogers."

Steve ignored Bucky as he clenched two of the metal bars and pulled against them as hard as he could, "Vibranium, right?"

"Strongest metal on Earth. You aren't going to be able to get through it." Sam answered as he moved toward the cell. He placed his hand on the pad and opened the bars, allowing James to run out to his father. He wrapped his arms around Steve in a tight hug, and Steve pat his back, not letting go until Sam cleared his throat. At the growing sound of footsteps, Bucky leaned his weight against the door as sweat dripped down his face.

"This reunion is lasting a little long. We gotta get out of here."

Sam and Steve exchanged a glance before Steve pulled the Captain America shield off his arm and tried to hand it to his friend, "No." Sam declined, pushing the shield back, "I think that belongs to you. Thanks for letting me borrow it for a while. You might need it where you're going."

"Which is?" James asked as he leaned against the door with Bucky, feeling the weight of the SHIELD agents on the other side trying to break through. "What are we going to do?"

Steve turned to Sam and he smiled, turning his body to prepare to take a hit, "Don't hit me too hard, I did help you get your kid back." Steve nodded, a weak smile on his lips as he thanked Sam, then punched him. Sam fell to the ground in a heap and Steve turned to Bucky and James, ready to spring into action.

"James, run to the end of the hall, up the back stairwell and through the armory, Buck will show you the way." Steve directed as he yanked his son's arm and pushed him in the correct direction.

James looked around in panic, stumbling backward a few steps, "What about you?"

Steve looked to Bucky, who met him with a knowing smirk, "I'll cover you."

Bucky gave a breathless nod, then bolted from the door, causing the SHIELD agents to pile through and straight into solid vibranium shield. James looked back to see his dad upper cut a man with his fist before he slammed the shield into him, causing the agent to fly backward and take out two others. Bullets bounced off the shield as he held it up, protecting his face as he slowly backed away, then charged forward and knocked into the three remaining men, hurling them toward the ground.

"Whoa." James was quickly yanked by the shoulder into the stairwell where Bucky took the lead, showing the boy how to get out. James, on the other hand, was too distracted to follow directions, "What's gonna happen to him?"

"Nothing, he'll be along in just a mome-" Bucky froze in place, and James looked up past him to see what caused the abrupt stop.

Standing at the top of the stairs was the woman from Pepper's funeral, her long red hair flowing wildly inside as red ink played between her long fingers, "You could have told me you were coming. This could have been a lot easier." She purred, taking a step back to allow Bucky into the armory. He watched her carefully, keeping his front facing her as he pulled James along behind him. Her eyes were red as she continued, "You're afraid of me. You don't know who to trust, but you can trust me. I'll get you out of here."

The three looked to the left to see Steve emerge from the stairway, panting a little as he lowered his shield. He nodded a greeting to Wanda and she smiled, turning to Bucky, "There's a quinjet on the roof, but you'll have to get through the Director."

"We brought transport." Steve replied, passing Wanda only to quickly press his back against the wall and throw his finger to his lips. Bucky grabbed James and pulled him down into a crouch as Wanda peeled an air vent away to float up through. Bucky motioned for James to keep his head down, then slowly crept toward the wall and plucked a sniper rifle out of a shattered case. He lowered it to the floor and quickly slid it to James, who stared at the gun in terror.

"You want me to use this?" James whispered loudly, only to receive two quick shushes in return. Steve peeked around the doorframe to see two SHIELD agents stalking the halls, guns at the ready. James clamped his mouth shut and cowered beneath a counter, slowly grabbing the rifle and holding it to his chest. He looked up, praying he wasn't about to be part of a firefight, until he jumped at the sound of metal scraping tile. He looked to his right to see a handgun sliding across the floor to his dad, bumping Steve's tennis shoe. James looked back to Bucky, seeing the man already creeping back toward him silently.

Bucky took the sniper rifle from James's hand, holding it effortlessly in a way that made James nauseous. He peeked around the counter to see Steve holding the gun in his right hand and the shield in his left, peering into the hallway. "Alright. Coast is clear. Let's make a break for the woods-" Steve started, then quickly lifted his shield in time to block a punch from Stature. The Avenger had been smaller than an ant, but after getting the information she needed, grew to regular size to take a swing at Steve Rogers, not expecting to run into the famous vibranium instead.

"They're in the armory!" Cassie yelled into her comm as Steve pushed his shield against her, backing her into a cabinet of arrows, "Send backup, now!"

Wanda floated down from her hiding spot to twist her fingers behind Cassie's head, causing the girl to wobble a bit before reaching out to a glass counter to steady herself. Her eyes glowed red for a moment before she went down, but she was still conscious as she swayed back and forth on the floor.

James stole a look at the girl as they ran from the room, then looked back to the strange woman in fear, "What did you do to her?"

"She's having a vision. A memory. It's one of my many talents, James Rogers." Wanda replied, her voice deep and mysterious and she slid to a stop, thrusting out her hand to send several SHIELD agents flying backward from her magic. James blinked rapidly, only to be yanked forward once more by his Uncle Bucky.

Steve continued sprinting through the compound, looking around occasionally to make sure it was the same layout as their former one, "If Stature heard we were going toward the woods, we can't go that way now. We have to take our chances with the quinjet." Steve swung around a corner and skidded to a stop. Bucky, Wanda and James followed suit as they stared down Doctor Banner and Maria Hill.

"Steve, I-" Bruce started, but Steve just tightened his grip on his shield and shifted his feet.

"Bruce. I don't want to fight you."

"I'm not going to fight you, I just want you to think about what you're doing here- There's still a way to make this work the right way." Bruce pleaded, but Steve shook his head, throwing out his left arm in front of his son so the shield blocked him.

"SHIELD took my son. Whether you know about him or not is our business. There's no Accords. There's no registration. No reason for SHIELD to need him." Steve was shaking as he raised the gun, his mind fogged by the need to get his child home, "Bruce, you snapped your fingers. You brought him back, you know how much he means to us."

"So she is alive." Maria took a step forward, drawing her gun to aim in at Steve as she began to circle him, "Steve, we just need to know his limits, we can't have enhanced individuals running about without supervision-"

"He's just a kid. He didn't volunteer for this, he didn't agree to this, he was born like this." Steve snarled, moving the gun from Bruce to Maria as he kept his shield in front of James, "This isn't some experiment, he's my son. He can't help it."

"Listen, it's like I told Sam, we can work out a deal to make sure your wife doesn't go back to prison. We can forget any of this ever happened, we can even make the football incident go away. But if you run, we'll hunt you down, and we'll take everything from you." Maria sneered and Steve felt a shiver down his spine. Something wasn't right.

"Director- Director- the air's been off too long in the basement- sub-level H is melting fast-" Bruce looked to Wanda and the former quickly strode toward Maria, blocking her from their friends. Maria's hand was shaking as it fell from her comm to her side, looking up at Bruce in defeat. "Sub-level H. I copy."

"We have bigger problems right now. Let them go." Bruce warned and Wanda swirled her hands, trying to invade the Director's mind, but she just couldn't. She threw up her hands, creating a force field from her all the way to the glass door leading to the roof. Bruce looked to her sadly, "Go. We'll take care of things here." Wanda followed his directions and sprinted along the barrier to the glass doors, letting the shield fall as she did. When she reached the jet, Steve already had it up and running, and the moment her feet hit the metal, they were rising into the air and soaring into the night.