Skull runs down a corridor, jackboots pounding. In his left hand is the silver case that contains the tesseract.

A hydra soldier breaks through the wall a few feet behind skull and collapses. Captain America steps through the new entrance. He turns to see Red Skull running and tears off after him.

Steve turns the corner as a vicious barrage of blue bolts almost takes him. Skull unloads his luger at the red white and blue buffoon. Steve barely raises his shield in time to take the hits.

Schmidt races past an intersecting corridor. He dashes through a doorway and hits a button: blast doors begins to close.

Steve spots the closing doors. He calculates and hurls his shield. It whirls down the corridor and, jams between the doors, holding it open. Steve takes off after Red Skull.

But a Hydra Flame Trooper stomps out of the intersecting corridor, blocking his way. The flame trooper raises his twin guns. Steve raises his arm, only to realize...his shield is stuck in the door. Blue fire flickers from the trooper's nozzles. Then...

BLAM! The trooper staggers. The tank on his back explodes.

Peggy steps out of the corridor, rifle in hand.

Cap smiles at his savior, "You're late."

Carter says, "Tell me you're not complaining." Nodding at the door. "Weren't you about to?"

"Right." Captain America sprints for the door, sliding below the shield, grabbing it as he goes. The doors slam behind him.

Peggy waves forward a squad of SSR troops behind her.

Steve runs toward another door. Beyond, a huge hanger looms.

Suddenly, a deep rumbling shakes the base. Steve gapes. Through the doorway, he sees a gigantic plane roll past.

Steve skids into the hanger. The massive plane taxies down the runway. Skull's plane picks up speed. Steve tries to chase after it.

At the far end, a door opens , letting in the glare of daylight. Steve tries to keep up, but the huge bomber picks up speed. It starts to pull away.

Suddenly, an engine revs. Skull's car comes up alongside the still-running Steve, Eddie behind the wheel.

"Get in." Eddie shouts.

Steve jumps in without the car ever slowing down. "Just like old times." Steve says his smile expressing all his gratitude he could never do with words. Eddie nods before focusing on the escaping plane.

Something else was driving Eddie to get on that plane. His eyes darken as he floors the pedal.

Eddie gains on the plane. Just then, the bomber's rear propeller's spins into a blur. The plane widens the gap.

Eddie spots a toggle switch on the dash, "KOMPRESSOR." He hits it. WHOOSH. The car leaps forward. Eddie kicks the driver door and it falls off.

Steve climbs over the windshield and steadies himself.

Eddie spots a burning fighter plane and angles for it.

"What are you doing?" yells Steve as he tries to steady himself. Eddie doesn't hear as his bright blue eyes burned with cosmic understanding. Eddie shifts the car's angle.

The car flies as it jumps over the burning plane. "Go!" Eddie yells as he jumps out of the car with Steve right behind him.

Eddie and Steve locks their arms around a strut. The plane gains altitude. Steve looks for a way in. Eddie doesn't bother looking for an entrance as the landing gear begins to rise.

The flight deck. Eddie stares, awestruck. Steve realizes the propellers are attached to eight fighter planes inside the wing. Each features a snub-nose cube bomb as its nosecone.

ZING. A bullet ricochets off Steve's shield. Eddie and Steve spins as...eight pilots rush down a ramp the bridge.

Steve flips into a flying spin kick, dropping two pilots where they stand. Eddie pulls out his knock out gun and shoots one making them fall out of the plane. Steve smashes another with his shield.

A huge pilot faces off against Steve. He swings a chock, clocking Steve in the head. Steve staggers onto a fighter.

The big pilot leaps on him.

Another pilot sees his chance and hops into his cockpit. Eddie appears in front of the soldier and shoots the pilot point blank. The pilot weakly pulls the lease lever but the plane drops straight into the ocean and the pilot falling himself just a few feet from the plane's crash landing.

The big pilot begins to choke Steve. Steve punches the big pilot once, twice. The big pilot loosens his grip. Steve kicks the pilot over him and headfirst into a nearby propeller.

Steve kicks open the door to find...stillness. He steps warily toward the control platform. He sees the pilot's chair empty.

"Look out!" Eddie yells jumping in front of Steve as Red Skull fires a bolt of blue energy. It knocks Eddie's head into the control panel. He falls to the ground unconscious.

Steve whips around, shield raised, deflecting Skull's second shot. The blast richochets, blowing out a pane of the cockpit glass. Wind roars.

Red Skull glowers. "You don't give up, do you?"

Steve charges at Skull, who fires again. Blue bolts ricochet around the cabin. Steve swings, bashing the rifle from Skull's hands. Skull swings. Steve puts Skull in a headlock. Skull throws Steve into a bulkhead.

Steve swings his shield, but skull grabs it with both hands. The two super soldiers strain, eye to eye. "You wear a flag on your chest and think you fight a battle of nations? I have seen the future, Captain. There are no flags."

"Not my future." Cap shouts as he slams Red Skull in the jaw with the shield. Skull staggers. Steve cocks back and hits Skull with an uppercut. The impact knocks Skull into the tesseract console. Blue energy arcs and crackles from the damaged machinery.

Eddie is jolted awake by an arc of energy.

Skull pulls himself to his feet, staring in alarm as the cube rises from the machine, glowing with a violent intensity.

Skull grabs the tesseract. Steve gapes as the cube burns the glove off Skull's hand, exposing his scarred red skin. The Skull just stares overcome and amazed. Steve looks away as Skull is enraptured by a beam of blue light. The Red Skull was gone.

The tesseract falls. Eddie catches it. "I got it." He says mesmerized.

"No!" cap shouts in warning. Eddie's body turns bright blue before it joins into the tesseract. Steve glares at the tesseract.

The plane jerks violently. Steve races for the controls. The forgotten cube tumbles across the flight deck and flies out of the hole in the fuselage.

Steve climbs into the chair. The control stick steers automatically. Steve wrestles it, trying to override the plane but it will not alter course. Steve looks at the monitor and the green map of New York.

Steve messes with the radio controls until he gets it to the right channel. "Agent Carter come in."

"Steve is that you? Are you okay?" Asks Agent Carter.

"I'm fine." Answers Steve denying the hundred of emotions coursing through him.

"Red Skull?" Agent Carter asks.

"Dead."

"Is private Kent with you?"

"He…he was." Steve struggles to answer remembering his friend suffering the same fate as Skull. Theres silence on the other line before Agent Carter asks her next question, "The plane?"

Steve licks his lips, "That's a little bit harder to explain." Steve stares at the New York map, radio in hand. His compass lies open on the control board.

"Give me your coordinates. I'll find a landing site-" Carter begins.

Steve eyes The redlined engine gauges in front of him. "There isn't going to be a landing. Schmidt's locked the navigation system. And there's more than enough power to reach the East Coast."

"I'll get Howard on the line. He'll know what to do." Peggy sounds desperate.

Steve shakes his head. "I'm sitting on a hundred tons of explosives. Hotwiring this thing's not an option." He looks out the window at the vast, blue expanse of ocean. "I've got to put her in the water."

"But you said you couldn't steer it."

Steve scans the control panel. He spots a thick cable running from the ignition to the engines. "I can't. But I think I can crash it."

"Steve don't do this. We've got time. We can figure this out."

Steve eyes the navigation charts. "I already did. Right now, I'm in the middle of nowhere. If I wait any longer, a lot of people are going to get hurt. …Peggy, this is my choice."

"We'll send rescue ships. We'll find ships."

"I don't think there's going to be much left to find." Steve replies closing his eyes. Steve leans on the stick with all his might. The plane begins a screaming dive.

"Peggy?"

"I'm -" the radio goes dead.

"Peggy?" Steve tries again but there is no answer.

Clouds whip past the windows as the plane plummets. Steve pockets the compass and slides his mask over his face. Artic rushes up at the cockpit window.

The plane skids violently across a glacier. It careens off the edge and crashes into an icy lake. The plane floats a moment, then starts to sink.

People lean from balconies, holding the V for Victory sign. A paper on a newsstand reads, "WAR OVER!"

Amidst the revelry, Morita, Jones, Frenchie, Monty, Dugan and Fury stand at attention. Their bags rest against the wall.

They solemnly raise their glasses.

A soldier knocks on the door. Mary Kent opens the door and sees the soldier. Without an utterance from the soldier, she knows her boy is gone and begins to cry. Frank appears at the door, concerned on his face that goes pale when he sees the formal dressed soldier.

A trawler bobs on the ocean's surface, at anchor. All sorts of antennae sprout from the wheelhouse. Howard Stark hunches over a monitor on a high-tech bridge. His assistants eye sonar and radiation detectors.

Howard stares at grainy video footage of the sea bottom. Sand and fish roll past as the camera explores the terrain. Howard peers. He stops the camera sub, adjusts the monitor, bringing into focus…

An inert tesseract.

He operates a pair of joysticks. On screen, two robotic claws extend. They reach out and clasp the cube. Howard exhales and looks to his assistants. "Move us to the next grid point."

"But there's no trace of wreckage, sir. And the energy signature stops here."

Stark pushes back from the monitor, spent, grim. "Just keep looking."

Lorraine sits in a wooden chair with a dozen other young ladies. She scans the script again. Then gets up and walks out of the auditioning room.

Philips stamps "INACTIVE" on a folder that says Marvel Boy. Phillips signs an official report for "CLASSIFIED-CAPTAIN AMERICA." He stamps it: "INACTIVE." He slides both into a red box marked "TO BE DESTROYED." He looks up as Peggy walks in. He regards her, stoic, suppressing his emotion.

"No one said we have to forget them, Agent." Colonel Phillips said. Peggy nods. She picks up the box and puts it with others on a table near the door. For a moment, she just stands there, overwhelmed.

She opens the box, taking out a photo of pre-rebirth Steve with Eddie's arm slung over his shoulder. She smiles. Then she tucks it in her breast pocket. She closes the box and leaves.