Howard is experimenting with something form the Hydra weapons. He says that the emission signature is unusual and that the Alpha and Beta rays are neutral but he doesn't think Steve noticed. He says that it seems harmless and he doesn't know what the fuss is about

"Something's about to blow up." Rocket said.

"I am Groot."

"I can feel it." Rocket answered.

He goes to grab it with the other set of remote tweezers and it explodes, sending Howard flying across the room he says to write that down.

"Seems noteworthy enough." Shuri said.

Steve walks up to Lorraine and says that he's looking for Howard.

Lorraine says that he's with Phillips and that he's welcome to wait. Steve sits on a desk. She tells him that she read about what he did.

"She's gonna start flirting with you." Natasha said.

Steve says that he was doing what needed to be done.

Lorraine says that it seemed like it was more than that and says that he saved almost 400 men.

Steve says that its not a big deal.

"That many?" Wanda asked.

Steve nodded.

She stands up and tells him to tell that to the men's' wives. She starts walking toward him, Steve looks uncomfortable.

"Is she coming onto you?" Tony asked, though he already knew she was. Steve cleared his throat awkwardly. Peggy looked slightly angry.

Steve says that he doesn't think all of them were married.

Lorraine tells him he's a hero.

Steve says that that depends on the definition of the word.

Lorraine grabs onto his tie and says that the women of America owe him their thanks. She drags him into the corner and kisses him. Peggy walks in and sees.

"Oh no."

Peggy greets Steve. Steve and Lorraine break apart. Peggy tells Steve that they're ready for him if he's unoccupied. She walks away.

Steve is quick to follow and tells her to wait.

Peggy says it wasn't so hard for him to find a partner.

Steve says that it wasn't what Peggy thought it was.

"It wasn't was it?" Peggy asked, softly.

"She came on to me." Steve said.

Peggy says that she doesn't think anything. She says Steve always wanted to be a soldier and now he's just like all of the rest.

Steve asks how he's supposed to know if she and Howard aren't together, using the word 'fondue' as a euphemism.

"What the hell, Steve!?" All of the women in the room yelled.

"I know, that was out of line." Steve said.

"Damn right it was out of line." Natasha said.

Peggy says that Steve still doesn't know anything about women. Then she walks away.

"You don't." MJ said, a few people looked at her oddly. "What?"

Howard tells Steve that fondue is just cheese and bread.

"Finally, he learns that it is not, in fact, a euphemism for sex." Tony said.

He says that the moment you think you know what goes on in a women's head is the moment your goose is cooked.

"See, even he gets it." Pepper said.

Howard says that he concentrated on work which at the moment is making sure that Steve doesn't get himself and his men killed. Howard says and picks up a piece of cloth off a table and says that its carbon polymer and it should withstand the average German bayonet, he says that Hydra isn't going to attack with a pocket knife.

"I wouldn't be so sure of that." Bucky whispered.

Then Howard turns his attention to some shields and says that Steve is attacked to them and says he came up with some options and starts talking about one of them.

Steve notices a round one under the table and asks about it.

Howard says that its a prototype.

Steve asks what its made of.

Howard says its made of vibranium and says that its stronger than steel and a third of the weight and that is vibration absorbent.

Steve asks why is isn't standard issue.

Howard says that its the rarest metal on Earth and that what Steve is holding is all they have.

The Wakandans all glanced at each other. "Maybe in some counties it's rare." Shuri said quietly.

Peggy walks into the room and asks if Howard's finished because she's sure that Steve has unfinished business.

Steve turns to her and asks what she thinks of the shield. Peggy holds up her gun, Steve quickly uses the shield to protect himself. Peggy shoots him 4 times.

"Well that's one way to vent your frustrations... shooting them." Gamora said, sparing a glance at Nebula.

"It's very effective." Nebula says.

Peggy says thats she thinks it works and leaves.

Howard and Steve watch her, both stunned. Steve says he has some ideas about his uniform then hands Howard a sheet of paper.

Howard says whatever he wants.

Everyone laughed.

Steve is now armed, dressed in a new uniform and the shield is painted. He and his team enter the building, shooting. Steve hits two people with his shield. Morita shoots down some guards. Steve escapes the building on a motorcycle.

Schmidt pulls up to the scene of the wreckage.

"Hoes mad." Shuri said.

Steve and his team are walking through the woods. Steve throws his shield at a tree, knocking a guy out of it. Someone places a bomb on the underside of a truck. He plugs his ear as it explodes.

"Damn."

Phillips and Peggy are watching a documentary thing about this mission. Steve looks at a pocket watch with a picture of Peggy in it.

A few people cooed.

A Hydra agent is getting ready to shoot Steve, Bucky shoots him. Steve breaks open a tank and throws an agent out of it. Someone throws a bomb at him, Steve throws the bomb into the tank and jumps away as it explodes.

"How are people just able to walk away from explosions casually?" Ned asked.

"The world may never know." Steve joked.

Schmidt says that his team is failing and that they are close to an offensive network that would shake the planet and that they are constantly delayed because of Steve, the calls Steve a simpleton with a shield.

"Simpleton?" Steve asked.

Zola says that this isn't his area of expertise and that he only develops the weapons and cannot fire them.

Schmidt tells him to finish his mission before Steve finishes his.

Two agents behind him. One of them apologizes and says that they fought to the last man.

Schmidt shoots him and says that evidently, they didn't.

"Ruthless."

Steve and his team are on a cliff. Dugun and Jones are messing with a radio. Bucky asks if Steve remembers when they went on the Cyclone at Coney Island.

Steve says he does and reminds Bucky that he threw up.

Bucky asks if this is his payback.

Steve asks why he would do that.

"I don't know, fun?" Sam asked.

Steve and Bucky just remained silent.

Jones says that Zola is on the train and that he has permission to open the throttle. He says that wherever he's going they must need him.

The train starts coming. Falsworth tells them to get moving.

Steve says that they have a 10 second window and if they miss it they're bugs on a windshield. He gets ready to zip-line down.

Dugan says they should get moving and calls them bugs. Steve, Bucky and Jones zipline down.

"That looks like it could be fun, if you ignore that fact that they could all die." Quill said.

They drop down onto the train. Steve and Bucky get inside, Bucky closes the door behind him. Steve walks into another part of the train 2 doors close and Steve and Bucky are separated. An armed agent is in the room with Steve. He starts to shoot. Zola tells the agent to stop them.

"Those guns sound like the blasters stormtroopers use in star wars." Peter observed. '

"Seriously, who's idea was it to bring a bunch of teenagers here? Better yet why are they here?" Fury asked.

Bucky starts shooting at his agent. Two more enter. Steve uses his shield to knock his agent out. Steve goes to help Bucky, Bucky's gun runs out of bullets, Steve opens the door and hands him his. Bucky kills the agent and tells Steve that he had him on the ropes.

Steve says he knows. Another armed agent enters. Steve tells Bucky to get down then uses his shield to block the hit, a hole gets blown in the side of the train.

Nobody noticed that Bucky had stopped watching and looked away, they were too captivated in the scene.

Zola tells the agent to fire again. Bucky picks up Steve's shield and starts firing.

The agent shoots and Bucky is blown out of the train, he grabs onto the side. Steve throws his shield at the agent and goes to check on Bucky. He starts making his way toward him, and holds out his hand. He tells Bucky to grab his hand. The bar breaks and Bucky falls.

Steve had tears in his eyes.

Bucky's breath hitched as he watched. He remembered falling, he remembered waking up in a lab somewhere,he remembered losing his arm, he remembered the experiments, the brainwashing, the killing, all of the killing.

"Hey, are you okay." Steve asked, snapping him out of his thoughts.

"Yeah, just bad memories." Bucky said.

"I don't want to be the person who asks this, I really don't, but how did you survive that?" Sam asked.

"All of that will be discovered later Mr Wilson." Loraine said.

Zola walks into a prison cell, a guard hands him his glasses then leaves. Phillips walks in, a tray of food in his hand and tells Zola to sit down.

Zola asks about the food.

Phillips says that its steak.

Zola aks what's in it.

"He thinks its poisoned." Coulson observed.

Phillips says its made of cow and asks if Zola knows how difficult it is to get where they are.

Zola says he doesn't eat meat.

Phillips asks why.

Zola says that it disagrees with him.

Phillips asks if cyanide does too then says that every Hydra agent they've tried to take alive has taken a pill before they could stop them.

"Death before dishonor, like the Samurai." Maria said.

Phillips says that Zola hasn't so he must want to live.

Zola realizes that Phillips is trying to intimidate him.

Phillips says he bought Zola dinner.

"Which you ended up eating." Rhodey said.

He slides over a newspaper. Zola reads the headline that says Zola is being remanded to Switzerland in exchange for his complete cooperation because of the information he provided.

Phillips says that he sent the message to Washington that morning and that it was encoded. He asks if Hydra broke the codes because it would be awkward if they did.

Zola says that Schmidt will see the lie.

"Well, you probably die either way." Clint said.

Phillips says he'll probably kill Zola either way because he's a liability. He says that he knows more about Schmidt than anyone else and that they just cost him Bucky so he shouldn't count on good protection.

Zola says that Schmidt believes that he walks in the footsteps of the gods.

"A lie he told himself to seem powerful, no doubt... after a certain amount of time, however, one will start to believe the lie." Loki said.

"You're pretty philosophical, anyone ever tell you that?" Tony asked.

"My mother did." Loki said.

Zola says that only the world will satisfy Schmidt.

Phillips asks Zola if he realizes that that's crazy.

Zola says that the sanity of the plan has no consequences.

Phillips asks why.

Zola says that Schmidt can do what he plans.

Phillips asks what his target is.

Zola says his target is everywhere.

"That is madness." Thor said.

Schmidt stands in front of some agents, all standing at attention. Schmidt says that Hydra will stand master of the world and that their enimies weapons will be useless against them. He says if they shoot down one plane there will be hundreds more to replace it. He says if they cut off one head two will take its place. "Hail HYDRA!"

The soldiers repeat the phrase 7 times.