A/N: Here it is! The big battle! This is the first real fight scene I've ever done, so I hope it's okay. Again, I'd like to thank everyone for their support in writing this story. I hope you guys like it. Give me feedback!

Fitz placed his shield on his arm and pulled down his mask as they pulled up to the warehouse. He could see people lined up in front of it.

"They've got guards waiting!" he yelled to the people on the bus. "Go out fighting!"

They pulled up and started filing out, guns at the ready. He'd assigned six of them to carry real guns; the rest had stun guns. He wanted to avoid death, but Doc had told him some might be necessary here, to make their point, so he'd reluctantly agreed to use some, to please the man.

Once all the men from his bus were off Fitz climbed down. The fighting had started. He was pleased to see that they had more men than S.H.I.E.L.D., but that advantage wouldn't hold long. His agents were open targets as they got off the buses. Already five were down.

He scanned the ranks of S.H.I.E.L.D. and saw a slightly familiar face, and realized it was the woman he had fought at the penitentiary. She was already fighting a small group, ripping through them as if they were nothing. He started walking towards her, ready for round two. He knocked a few people with his shield on the way.

He was a few feet away, still unnoticed by the Cavalry, when he saw her. The girl from the penitentiary. The one he kept thinking about.

She stood by the door of the warehouse, looking around and holding a pistol with both hands. Not a real pistol. A stun gun. But that didn't really matter. She seemed nervous but determined to do something, and her eyes roamed the fighting, as if looking for someone. They moved to meet his, and he realized she was looking for someone: him.

"Fitz." She called. Her voice shook slightly, but it was loud.

He walked closer. He had time to ask her a question, didn't he? His curiosity overpowered his desire to end things quickly. "How do you know me?" he asked. "How do I know you?"

"Fitz, we met at the Academy." She said in a rush. "S.H.I.E.L.D. Academy. We took classes together. We worked in a lab together, and a few months ago we joined Coulson's team." She took a quick breath. "People call us Fitz-Simmons because we're always together. We're best friends!"

He listened to what she said, saw how the earnestness shone in her eyes, and found that some of it was sinking in. If what she said were true, it made sense that he was remembering her. But the part about S.H.I.E.L.D. …

"Fitz, you have to believe me. They did something to you, but we can undo it. I just need you to trust me."

He saw the Cavalry looking at him and was confused as to why she wasn't attacking. Then he realized something. She was letting this girl… Simmons… talk to him for some reason. She knew better than anyone how dangerous he could be, but she was willing to let him stand relatively alone with a basically defenseless girl, when she herself was too far away to do much help… and he realized it must be a trap. He whipped around and raised his shield, and not a second too late. It resonated with vibrations as his shield came face to face with another, swung by an arm equally powerful to his. He gritted his teeth and pushed out, and the other person stepped back so they stood face to face, shields extended. Fitz got a good look at the insignia on the other man's shield and felt a moment of shock. The man before him was a legend.

But he couldn't show that. So instead he smiled. "I wonder which one of us is stronger." He said. "The old model, or the new."

Captain America smiled too. "It's not about who's stronger." He said. "It's about who's more willing to win." He lunged forward, and Fitz braced his shield for the impact. Finally, he thought. A real challenge.


"I'm all up for a fair fight, but really? You had to steal my costume?" Cap asked as he prepared to exchange another blow. "That's just offensive. Who made it?"

"Not the issue right now!" Simmons cried. She had ducked into the building, and as she said that she poked her head out.

Cap nodded. "Right. Just curious. I don't get to fight an evil doppelganger every day." He faked a punch at Fitz's jaw and brought his shield back to bash. "What are you called? Captain HYDRA?"

Fitz ducked the fake out and just managed to deflect the shield bash. He chuckled. "That does have a certain ring to it, but I don't need a title."

"A modest super soldier." Cap said, pausing. "Actually kind of nice." He grunted as he lunged forward, throwing his shield out of his grip as he went to attack Fitz with his full body. Fitz didn't have time to deflect every blow, and grimaced as some of them connected with his head. Cap was at least as strong as he was, which meant every punch of his equated with about three or four strong punches from normal men. It meant that they actually affected him. He staggered. And then that stupid red, white, and blue shield spiraled back and hit him in the arm as he raised it to fight back. He felt a stinging sensation run through his arm and was grateful for the protection his suit provided.

Cap caught his shield after it hit Fitz and prepared to throw it again, but Fitz made an uppercut motion and knocked it up. Then he hit Cap with a flurry of punches and kicks, sending the other man backwards. The shield fell to the ground behind them, but Fitz didn't let up. He forced Cap back so quickly the other man could barely keep his footing. He knew if he let up for even a second Cap would fight back, so he kept his attack constant. Finally, Cap tripped and fell on his back. Fitz smiled, ready to slam his shield down –

But before he could get a good hold on it Cap gripped him by the knee and pulled him down to the ground. The shield clattered to the ground, just out of reach, and suddenly Fitz was the one being battered by punches. His head was rocked from side to side with vicious blows, and he tasted blood after a few seconds of the torrent. Cap was on top of him, and Fitz brought his knees up and kicked with all his might, knocking the wind out of Cap and sending him back, off of Fitz. Fitz went to his knees and took a deep breath. He was tired, but not seriously wounded. He could tell Cap was experiencing the same thing, only a bit out of breath. This was bad. He was losing.

He pulled out his stun gun and shot it three times at the Captain before the man was too close again, and then Cap tried to wrestle it from his hands. The butt of the weapon struck Fitz in the shoulder, the top hit Cap's chest, and then the weapon broke in half.

"I guess you are strong." Cap said, wiping his head with the back of his hand. "I've never broken a weapon like that in half before."

"You're good." Fitz said, standing fully up.

"But not good enough to end this quickly." Cap said.

Fitz grinned, and had just started to lunge forward when he felt a crushing blow to the base of his neck. He staggered and fell to one knee to see the Cavalry standing behind him. Her face was deadly calm, which he remembered was how it always appeared to be. That blow would hurt anyone; the reason she hadn't been able to do so much damage in their last fight was that she had had his full attention.

"Dirty tactic." Fitz said.

Cap made an uppercut, his fist connecting with the underside of Fitz's chin. Fitz whirled to the side. He scrambled to get up and saw a leg coming towards him; the Cavalry's. He reached out with lightning speed and caught it an inch away from impact. He heard her breath catch and twisted and pulled the ankle towards him. The woman caught herself with both hands, holding herself up, and twisted her own body to strike him with her other foot. Fitz reacted by releasing his hold on the one foot and blocking the kick from the other.

He jumped up and saw that his shield was only a few feet away. He ran and snatched it and twisted, preparing to throw it at the Cavalry. He knew it would strike; it would hit hard, in the collarbone. It might break the bone. It could cause serious damage. But he was just about to release it when he heard a voice "Fitz, PLEASE!" Simmons yelled. "Stop fighting!"

He caught the shield with his fingertips and spun around – right into Cap's fist. He spat blood onto the ground. "This could take a long time if we go one on one." He said.

"Which is why I have a little help." Cap said as they started exchanging blows again.

"Think you'll lost stamina, not be able to beat me on your own?" Fitz asked as he struck a particularly good blow, a kick to the stomach that momentarily doubled Cap over.

"I don't have anything to prove." Cap said as he straightened up.

"But I do." Fitz said. And he started fighting with a more savage intensity than before, despite his ever-growing fatigue.


Simmons watched the fight, almost biting her fist from stress and nerves. She didn't know who to root on. Of course she knew Cap had to win, but it pained her to see Fitz hurt. And when he spat blood, she had to force herself not to run out to see what was wrong.

She hadn't expected May to go at him from behind. When he grabbed his shield, she'd had a moment of panic, and hadn't been able to stop herself from crying out. Now she was glad she had. She had gotten to him, she was sure of it. Only for a moment, but he had hesitated.

And if he'd done it once, he could do it again. But when? It wasn't safe to just run out. She would be destroyed if she went between them.

She didn't know when another opportunity would come up. Why did he have to keep fighting so hard? She was confident from studying his techniques that he and Cap could in fact fight for a long while. Their strength was just about even, though she suspected Cap had the overall edge. Last time Fitz had hesitated, Cap had struck in the window, but it hadn't been enough. They needed him incapacitated. Honestly, they needed him unconscious. Then they could travel back to the base and secure him before he woke up. Maybe.

So she watched as they continued to fight, hammering and kicking and punching at each other. May would throw in a few hits here and there, but she jumped back quickly. Until one time, when she jumped back onto another person. The man she knocked against smiled at her. "Thought you needed a new fighting partner." He said.

And so May entered her own battle. Simmons watched both battles, with a primary focus on Fitz. Then she saw something change. It took her a minute to realize that there was a shift in the overall fighting. It was mostly done. Three HYDRA people were coming towards May and Cap. Bobbi distracted one, but two were coming closer, and she was quickly swallowed up by the remaining battle. No one noticed but Simmons. And then she saw that one was pulling out a gun. And not an ICER, or more powerful stun gun. This was a real gun, with deadly bullets inside. They started to raise it towards May, and Simmons didn't know exactly why she did it, but she sprinted out of the building, trying to get closer. She had an ICER, she could knock out the man with the gun and then May would be safe and then she could enter the fighting herself and try to end it, why hadn't she entered the fighting before, was an ICER enough, would she get in range in time? Her thoughts ran together in a stream over the course of a few seconds. She was almost by May's side when the ICER was knocked from her grip by a heavy hand. She didn't stop though. She kept running the final few feet. She was going to shove May out of the way, now that she didn't have her ICER, and hope she didn't get hit. She was going to be brave, like she never was. She reached the woman and shoved her aside as she heard a crack, and she quickly realized she was in May's place, and didn't have time to move out of the way. She started to close her eyes, expecting to feel the bullet rip through her, and saw something dark pass in front of her, and heard a great clang. She gasped and opened her eyes and saw a shield in front of her face, attached to an arm that was very strong. She followed the arm up and saw a masked face close to hers, breathing heavily.

But it wasn't Captain America. It was Fitz.

"You…" she started to say.

But then she saw pain cloud his eyes and heard him give a strangled gasp before falling forward, on his knees, his arms trying desperately to hold himself up but failing. Captain America took the shield from him and gave him one swift punch, and Fitz lost consciousness.

She was finding it hard to process everything. The battle seemed to stop, though in reality the men kept fighting. She turned to Captain America and had to physically bite her tongue to keep from shouting at him, asking why he would do that. She knew exactly why he had done it. It was what he had been brought here to do. Fitz had been incapacitated. She just hadn't expected it to happen like that.

"You saved me." She said, her voice rough. She realized she was crying as she leaned over him. She heard a loud whistle, and then Cap's voice was heard loud over the sounds of fighting.

"You're leader is down!" he called. "Stand down! This fight is over!" He raised his shield. "Unless you want to take your chances and keep fighting."

There was a pause, and then the fight was over, as all the HYDRA soldiers rushed back to their bus, the few still standing carrying the fallen. Two came forward, apparently to get Fitz, but Cap stepped in front of him and Jemma, and they turned tail immediately.

"Are we just letting them go?" Skye asked.

"We won." Cap said. "They don't pose a threat anymore."

"But can't they fight another day?"

"They can." May said. "But they won't. Not without their super soldier."

"At least not for a very long time." Bobbi said.

Simmons looked up from Fitz and saw everyone looking at her. May, Skye, and Hunter looked completely fine. Mack was tenderly rotating his wrist as he walked closer, and Bobbi had a cut over one eye. The S.H.I.E.L.D. fighters were gathering a few feet away, probably assessing damage. At least three lay on the ground, ominously still. But Simmons didn't care about that at the moment.

"You were the key." May said. "But why did you run out like that?"

Simmons swallowed, her tears slowing. "I didn't want you to die." She said. "That man was going to shoot you."

May watched her for a few seconds and then smiled, a soft smile that spoke more than a hundred words. Simmons nodded, smiling back.

"Let's get going." Fury said. "We need to get Fitz back to the base."

Simmons stood and prepared to lift Fitz up, supporting him on her shoulder, but was stopped by Cap. "Let me." He said. His voice was gentle, and she watched as he supported Fitz carefully. She nodded her approval, and they started walking to the back of the building, where their bus was parked.

"I know you're probably upset with me, for fighting him." He said softly.

"I'm sorry. I know it doesn't make sense-."

"Don't worry." He said. "It's hard to fight someone you have a connection to, but it can be just as hard to watch someone else do it." She heard something in his tone that made her think he knew exactly what she was feeling. "How did you know he would cover you?" he asked as they reached the bus.

She looked at Fitz and smiled. "I didn't."

Cap helped secure Fitz on the bus. Fury gave him a sedative to keep him out until they got back to the base, and Cap warned them to step on it: the sedative wouldn't last long. He wanted to travel back with them, but Fury insisted that he go back to his normal business. So Cap asked Fury for a private word, before they parted ways.

"What's this really about?" Cap asked. "Why can't I go to this base with you?"

"Because your part is done." Fury said sternly. Then his tone lightened. "But man am I glad you came."

"Are we really just letting them go?"

Fury almost chuckled. "Of course not. As far as we know, they could try to make another super soldier. I placed a tracker on one of the buses. I'll send in a group to arrest everyone and destroy the serum."

Cap nodded. "I can't have someone with my face and symbol fighting for the wrong side." Cap smiled. "And it seems like a good team." His gaze moved to the back seat of the bus, where Jemma was visible by the window, next to the motionless Fitz. "They really do have a special bond." He said.

"They're good kids." Fury replied. "Now I need to go."

"And I need a shower." Cap said. He watched as the bus roared to life and pulled away, and the other S.H.I.E.L.D. agents followed suit, and then walked over to his bike and placed his shield over his back. His thoughts were on the super soldier as he rode his bike home. He had been right. He wasn't Captain HYDRA. He was more like a Dark Shield; a confused but overall fine agent, inside loyal to his old team, no matter what changed outside.