Sam is jogging around a lake, early in the morning.

"Is that you?" Steve asked. Sam nodded.

Steve, jogging faster passes him and says that he's on Sam's left.

"Not this again." Sam groaned.

They get farther around the lake. Steve passes him again and says he's on Sam's left.

Sam notes that Steve's on his left and says he's got it.

"Did he say that every time he passed you?" Bucky asked. Sam nodded.

They are still jogging. Sam looks over his shoulder to see Steve. Sam tells him not to say it.

"No no, let him say it." Natasha said.

Steve says he's on Sam's left.

"You can be such an asshole sometimes, you know." Clint laughed.

Sam tries to catch up with him, but can't and stops.

"There's no use, he probably didn't even break a sweat." Clint said.

Sam is sitting under a tree trying to catch his breath. Steve is walks up to him and asks if he needs a medic.

Sam says he needs a new set of lungs. He tells Steve that he ran 13 miles in 30 minutes.

"Impressive." Bruce said.

Steve says that he got a late start.

Sam tells him that he should be ashamed of himself and says he should take another lap.

"He's so pressed." Shuri laughed.

Sam asks if he just took the lap and says he assumes he just took it.

"He probably did." Tony said. "

I'm not that fast." Steve said.

"You're pretty fast dude, not like The Flash fast, but fast." Peter said.

Steve asks him what unit he's with.

Sam says he was with Pararescue but now he's working at the VA. He introduces himself.

Steve introduces himself as well. Sam says he put that together.

"And here I thought I was being subtle." Steve said.

Sam says that coming home after the defrosting thing must've freaked Steve out.

Steve shifted in his seat, now uncomfortable.

Steve says it takes some getting used to and tells Sam that it was good to meet him.

He turns to leave. Sam asks him if its his bed.

"What?"

Steve questions him. Sam says that his bed is too soft.

"See, he gets it." Clint said.

Sam says that when he was over there he'd sleep on the grund and use rocks as pillows. He starts talking about what it's like now that he's home.

"A marshmallow." Steve finished.

Steve says that its like lying on a marshmallow.

Steve blinked.

Steve says it feels like he's going to sink through the floor then he asks Sam how long he was there for.

Sam says he did 2 tours then asks Steve if he misses the good old days.

Steve sighed. He's gotten asked that question a lot recently. "Sometimes." He answered.

Steve says that things aren't bad. He says that food is better and that he they used to boil everything. He says that no Polio is good and the internet is helpful. He says that he's been reading a lot to try and catch up.

"Well, you're in for a very long history lesson." Fury said. Steve nodded in agreement.

Sam tells him to listen to the Marvin Gaye 'Trouble Man' soundtrack. He says that it's everything he's missed jammed into one album.

Steve says he'll put it on the list and then takes out his notebook.

"Pause, let's see what you got on there." Tony said.

The screen paused and everyone started to read. "I love Lucy. Moon landing. Berlin wall, up and down. Steve Jobs. Disco. Thai food." Bruce started listing off.

"Really, you've never tried Thai food?" May asked.

"Star wars and Star trek. Nirvana. And Rocky." Bruce finished.

"Pretty interesting list you've got there." Natasha said.

Steve's phone rings, he takes it out to look at the message. 'Mission alert: Extraction imminent. Meet at the curb. :)' It reads. Steve thanks sam for the run, if that's what he wants to call running.

Sam scoffed.

Sam asks if that's how it is.

Steve says that that's how it is.

Sam tells Steve to let him know if he wants to stop by the VA and make him look awesome in front of the girl at the front desk.

"I will note that." Steve said.

Steve says he'll keep that in mind. Natasha pulls up in a black car.

"That is a sweet ass car." Clint and Tony both said.

Natasha asks if either of them know where the Smithsonian is because she's there to pick up a fossil.

Natasha smirked. "Haha very funny." Steve said.

Steve walks up to the car and sarcastically says that that was hilarious.

"No offence, Steve. But that was a pretty good line." Bucky said.

Sam asks Natasha how she's doing.

Natasha greets him.

Steve tells Sam that he can't run everywhere.

"No, but I'm sure if you could, you would." Sam said.

Sam agrees. Steve rolls the window back up, he and Natasha leave.

"So along with great entrances, you also have great exits. Good to know." Quill said.

'Indian ocean. Lat: 16N 55' 12.06" Long: 72N 56' 7.09"' Appears on the screen.

"What's going on there?" Maria asked herself.

Rumlow says that the target is a mobile satellite launch program called the Lemurian Star. He says that they were sending their last payload when pirates took them 93 minutes ago.

"Wait. Who's he?" Steve asked.

"Oh, that's Brock Rumlow, he's the leader of the strike team." Maria answered.

Steve asks if there are any demands.

Rumlow says there's a billion and a half.

A few people hissed in a breath. That's steep.

Steve asks why it's so steep.

Rumlow says that it's because it's SHIELD's.

"That makes sense, I guess." Steve said.

Steve says that it isn't off-course but its trespassing.

Natasha says she's sure there's a good reason.

"Always do." Natasha added to her onscreen self's statement.

Steve says that he's getting tired of being Fury's janitor.

"Janitor?" Fury asked.

"Someone's in trouble." Clint whispered to Natasha.

Natasha tells him to relax and says that it isn't that complicated.

"I don't think that's what I meant." Steve said.

Steve asks how many pirates there are.

Rumlow says that there are 25. He says that they're led by Georges Batroc and he's at the top of Interpol's Red Notice. He says that he has 36 kill missions before the French demobilized him and that he has a rep for maximum casualties.

"Sounds like a fun guy." Tony said.

Steve asks about the hostages.

Rumlow says that they're mostly techs and one officer names Jasper Sitwell. He says that they're in the gallery.

"Agent Sitwell?" All of the SHIELD agents questioned. How the hell did he get caught?

Steve asks what Sitwell's doing on a launch ship.

"Well, I guess we'll find out won't we." Steve answered his own question.

Steve says he's going to sweep the deck to find Batroc. He tells Natasha to kill the engines and wait for instructions. He tells Rumlow to find the hostages and get them to the life-pods.

Rumlow tells the STRIKE team to gear up.

"This is gonna get interesting." Rocket said.

Steve, in comms, says to secure channel seven.

Natasha says that seven is secure then asks Steve of he did anything fun on Saturday night.

Steve sarcastically says he didn't because all of the guys from his barbershop quartet are dead.

"When did you get so damn sassy?" Tony asked.

A pilot tells Steve that they're coming up on the drop zone.

Natasha tells Steve that if he asked out Kristen form Statistics she'd say yes.

"That's why I won't ask." Steve said. "And since when are you so interested in my love life?"

Steve says that that's why he doesn't ask.

Natasha asks him if he's too shy or too scared.

Steve says that he's too busy then he jumps out of the plane.

"Was he wearing a parachute?" Peggy asked.

"No I don't think he was." Howard answered.

An agent asks if Steve was wearing a parachute.

Rumlow says he wasn't.

"You don't need a parachute to go skydiving, you only need a parachute to go skydiving twice." Peter said.

Steve lands in the water beside the ship. He climbs onto the ship. An man is walking past him. Steve chokes him out.

"Okay then." Clint said.

He quietly makes his way to 2 more men, using his shield to take them out. He finds 3 more, kicks one overboard and takes out the other 2.

"Just casually kicks a man off of a ship, no big deal." Ned said.

He starts running and punches an 8th man on his way. He finds 2 more, kicks 1 into a wall the other pulls a knife, Steve takes him out and uses the knife to stop the other man from pulling the fire alarm, then kicks him.

"You didn't have to stab him. Like i get it, but it was unnecessary." Clint said.

Steve runs up to another group of men. He hits 1 with his shield, kicks another and hits 2 more with his shield, throws his shield at another, twists another guy's arm, throws one to the ground, puts the shield to another's face then punches the shield.

"Bad-ass."

One more man with a gun walks up to Steve. Another one appears behind him. Rumlow, with a parachute, shoots them. Steve thanks him.

Rumlow says that Steve seemed pretty helpless without him.

"I'm sure I would be." Steve joked, in reference to what Rumlow said.

More members of the strike team land, including Natasha. Natasha asks Steve about the girl that lives across the hall from him and says that she seems nice.

Steve tells her to secure the engine room then find him a date.

Natasha says that she's multitasking. She jumps over the railing to the lower deck.

"Why are you trying to find me a date?" Steve asked.

A group of SHIELD agents are tied up in the kitchen. One of the pirates, in French, says that he told Batroc if they wanted to make SHIELD pay the need to start sending them bodies.

Another pirate says, in French, that he has a bullet for someone and asks someone if they want a bullet in their head. He kicks one of them and tells them, in French, to move the leg and asks if they want a bullet in their head.

"They're not all that threatening." Natasha said. Steve nodded in silent agreement.

Steve jumps up the stairs and shoots something at the window. Batroc is in the room. He says, in French, that he doesn't like waiting. He says, in French, to call Durand and he wants the ship ready to move when the ransom arrives.

"So impatient." Natasha said.

A man picks up the phone and calls Durand. He says, in French, to start the engine.

Natasha is standing next to him Durand. She greets him with a smile and calls him a sailor.

"That's how you greet people before you kill them?" Maria asked.

She kicks his knee and ties a rope around his neck, using it to help her travel down, shooting the other agents. 2 more are seen under the grates, she reaches her arms out from either side of a dead agent and shoots them.

"Okay, then."

The pirate with the hostages asks, if French, if they want to be a hero and says he's waited long enough.

"Again with the impatience." Natasha said,

He bangs on a door and says, in French, to find Barroc and if he doesn't hear anything in 2 minutes he'll start killing the hostages.

Another pirate, in French, says he'll find Batroc. He turns around and Rumlow shoots him.

The pirate, in french, says 2 minutes.

"You two better get there quicker." Clint said.

"Shut up, Clint." Natasha whispered.

3 strike agents use wires to scale down the ship. 2 others, including Rumlow are inside. 1 of them places a bomb on a locked door. Steve is behind a wall.

A pirate, in French, tells Batroc that there's radio silence from SHIELD.

"This is getting intense." Bruce said quietly.

A strike agent says that the targets are acquired.

Rumlow tells the strike team to get in position.

Steve asks Natasha for her status.

"This'll be interesting." Steve said.

Natasha drops down into a room and starts running toward a man. Steve asks Natasha for her status.

She electrocutes a man and takes out 2 more and says that the engine room is secure then shepicks up a metal bar and knocks a man across the head with it.

"Brutal, I like it." Gamora said.

On of the pirates, in French, says that time's up.

Another, in French, asks who dies first.

Steve says on his mark and counts down from 3.

The strike agents kill all of the guards. Sitwell says he told them that SHIELD doesn't negotiate.

"Damn right, SHIELD doesn't negotiate." Fury agreed.

A pirate tells Batroc, in French, that the line went dead and he's lost contact with them. Steve throws his shield through the window.

"Did anyone else flinch, or was that just me?" Peter asked.

Steve climbs through the broken window. Batroc runs, Steve grabs his shield and chases him. Sitwell is following Rumlow. Rumlow says that the hostages are en route to extraction and says that Natasha missed the rendezvous point and tells Steve that the hostiles are still in play.

"I've got a bad feeling about this." Bruce said.

Steve is now outside again. He tells Natasha that Batroc's on the move and tells her to get back to Rumlow and protect the hostages.

"Oh no."

Batroc attacks Steve, they start fighting. Steve uses his shield to knock him down, he gets back up, they continue. Steve knees him in the chest 3 times. Batroc, in French, says that he thought Steve was more than just a shield.

"Well, then. I guess we'll see about that." Steve said.

Steve puts the shield on his back and takes the mask off.

"You, my friend, have a very bad case of helmet hair." Sam said.

They continue their fight. Steve flips and kicks him in the head.

"Finally." Scott said.

He stands back up, Steve tackles him through the door. Steve finally knocks him out. Natasha says that this is awkward.

Steve asks her what she's doing.

Natasha says that she's backing up the hard drive and tells him that it's a good habit to get into.

"That it is." Tony agreed.

"But obviously for different reasons." Natasha added.

"Why are you still there? Rumlow needed you." Steve asked.

Steve tells her that Rumlow needed her help and asks her what she's doing there.

"Like on-screen me said, backing up the hard drive." Natasha said.

Steve walks over to the computer and notices that she's saving SHIELD intel.

Natasha says she's saving what she can get her hands on.

Steve says that their mission was to rescue the hostages.

Natasha says that that was his mission. She pulls the flash drive out and tells Steve that he did his mission beautifully.

"This is one of the many reasons I still don't trust shield." Tony said.

"I think we might be in agreement for once." Steve said. The rest of the avengers blinked in surprise, they can agree on something?

Steve tells her that she jeopardized the whole operation.

Natasha tells him that he's overstating things.

"Oh come on!" Everyone yelled.

He throws a grenade at them, Steve hits it out of the way, using his shield. He grabs Natasha and breaks through a window before it explodes. Natasha says that that was on her.

"You think?" Steve asked.

Steve agrees then he gets up and leaves.

"Sorry." Natasha tried.

'The Triskelion. SHIELD Headquarters. Lat 38N 53' 33.78" Long: 77S 3' 38.91"' appears on the screen.

"Nice." Rocket said.

Steve barges into Fury's office.

"Uh-oh."

Steve asks if Fury can't stop himself from lying.

Fury says that he didn't lie and that Natasha just had a different mission than he did.

Steve tells him that he didn't feel obligated to share it.

"Technically, Rogers, I didn't have too." Fury said.

Fury says he isn't obligated to do anything.

Steve tells Fury that the hostages could have died and he calls him Nick.

"Ooh, pulling out the first name, you're in trouble." Carol said.

Fury says that he sent the greatest soldier in history to make sure that that didn't happen.

"That's not how that works and you know it." Steve said.

Steve says that soldier trust each other and that that makes an army not a group of guys running around and shooting guns.

Fury says that the last time he trusted someone he lost an eye.

Carol started snickering. "Don't you start." Fury warned.

"Maybe not now, they'll figure it out eventually, with or without you knowing." She said.

Fury says he didn't want Steve doing something he wasn't comfortable with. he says that Natasha is comfortable with everything.

Steve says that he can't lead missions when the people he's leading all have missions of their own.

"Logic."

Fury says that its called compartmentalization and says that so one can share secrets because no one has all of them.

Steve says tells Fury that he does.

Fury tells Steve that he's wrong about him. He says he does share because he's nice.

"I'm sure you do." Steve said.

An elevator opens, Steve and Fury enter. The AI says that Steve doesn't have clearance for project insight.

"Wait, what's project insight?" Clint asked.

"Oh boy." Coulson muttered.

Fury gives the override code.

The AI confirms it,

Steve makes a comment about how elevators used to play music.

"Really?" Natasha asked, incredulously. "That's how you choose to start a conversation?"

Fury says that his grandfather used to operate one for 40 years. He says that his grandfather worked in a nice building and got good tips. He says that he'd walk home every night with rolled up ones in his lunch bag. He says that he would greet people and people would greet him back.

"That's nice."

He says that the neighborhood got rougher and when he'd greet them they'd tell him to 'keep on steppin'. He says that his grandfather started gripping his lunch bag tighter.

"Interesting story."

Steve asks if he ever got mugged.

Fury says that every week someone would asks him what was in the bag.

Steve asks what he did.

Fury says he'd show them. He says that there some crumpled up ones and a loaded .22 magnum.

"Not what I was expecting, but it makes sense." Clint said.

Fury says that his grandfather loved people but he didn't trust them.

"Not many people do anymore." Steve said.

Steve looks out the elevator window and sees a bunch of heli-carriers.

"That's project insight." Steve guessed.

"Indeed, it's been a work in progress for quite some time." Fury answered.

Fury says that he knows they're bigger that a .22 and tells him that it's Project Insight. He says that there's 3 next generation helicarriers synced to a network of targeting satellites.

"How long did it take you do do all of this?" Steve asked.

"We planned to start it after New York." Fury answered.

Steve realizes that they'll be launched from the Lemurian Star.

Fury says that they never need to come down once they're in the air. He says that they have continuous flight courtesy of the repulsor engines.

Steve asks if that was Tony's input.

Fury says that Tony had some ideas after he got a close look at the old turbines.

"Of course he did." Clint said.

He says that the long range precision guns can eliminate 1,000 hostiles per minute and says that the satellites can read a terrorist's DNA before he steps out of his cave. He says that they're going to neutralize threats before they happen.

"Doesn't someone need to commit a crime first, in order to be punished for it?" Peggy asked.

"How can they possibly be a threat if they haven't done anything?" Steve asked.

Steve says he thought the punishment came after the crime.

"That's because it does. Innocent before proven guilty, not the other way around." Steve added onto what his onscreen self said.

Fury says that they can't afford to wait that long.

Steve asks who 'they' are.

Fury says he convinced the World Security Council that they needed a quantum surge in threat analysis after New York. He says that they're ahead of the curve.

Steve tells him that he's holding a gun to everybody on Earth and calling it protection.

"That is not what we're doing." Fury defended.

Steve shook his head. "That's exactly what you're doing." he said.

He understood what they were trying to do, he really did. But this was not the best way to do that. According to this SHIELD believed everyone was a threat. This is not protection.

"Let's not argue right now. It is not the time." Natasha said.

Fury says that he read the SSR files. He says that the 'greatest generation' did some nasty stuff.

"Nothing compared to this." Steve, Peggy and Howard said.

Steve says that they compromised. He says that sometimes they did in ways that made them not sleep so well but they did it so people would be free. He says that what Fury's doing isn't freedom it's fear.

Both Steve and Fury now thought it was best to keep their silence.

Fury tells him that SHIELD takes the world as it is and not how they'd like it to be. He tells Steve that it's getting past time for him to get with the program.

Steve tells him not to hold his breath.

A group of people are checking out attractions in a museum. A woman, over the PA, says 'welcome to the Smithsonian.'

Natasha smirked. Sam laughed. Steve shook his head with a smile.

A video is playing. The narrator says that Captain America is a symbol of the nation and a hero to the world. He says that the story of Captain AMerica is one of honor, bravery and sacrifice.

Steve is shown trying to be inconspicuous in a baseball cap.

"Nice disguise." Quill said.

The narrator says that Steve was denied enlistment because of his poor health and says that he was chosen for a program that was unique in the annals of American warfare. The narrator says that the program would transform Steve into the world's first super soldier.

A kid is staring.

"That kid is creeping me out." Scott said.

Steve smiles at the kid and holds his fingers to his lips, a sign for him not to say anything. The kid nods.

"Reminds me of Coulson when he met you for the first time. Awestruck." Natasha said.

"I wasn't-" Coulson protests.

"You were." Natasha said.

Steve watches some old recordings of himself. The narrator says that Captain America and the Howling Commandos quickly earned their stripes after being battle tested. The narrator says that their mission was to take down the Nazi science division called Hydra.

"Why do I feel like this is foreshadowing something?" Steve asked, now feeling uneasy.

"Its not just you." Natasha said.

Steve walks up to a display of Bucky. The narrator says that Steve and Bucky were best friends and they were inseparable on the schoolyard and battlefield.

Steve and Bucky both smiled sadly, albeit for different reasons.

The narrator says that Bucky was the only Howling Commando to give his life in service of the country.

"Except he didn't... technically." Peter said.

Steve looks at a screen. 'Peggy Carter. New York 1953.' Peggy says that that was a difficult winter. She says that a blizzard trapped half of their battalion behind German lines and says that Steve fought his way through a Hdra blockade that had the allies pinned for months. Steve takes out his compass.

"You still have that?" Peggy asked.

"Of course." Steve said.

Peggy says that Steve saved over 1,000 men including the man that became her husband. She says that Steve was still changing her life even after he died.

"You're married?" Steve asked, not jealous, or hurt, just curious.

"I- I am." Peggy breathed.

"Good.. I-I'm happy for you." Steve said.

"This is awkward." Sam said to Howard, who nodded.

Steve is by Peggy's bedside, talking to her. He tells her that she should be proud of herself.

Peggy blinked. "I'm still alive at... I suppose I would be 93?" Peggy asked.

He looks at a picture of her family, she follows his gaze. She says that she's lived a full life and that her only regret is that he didn't get to live his.

Steve looked down, sadly. He may not have gotten to live the life he wanted, but he gets to live a different one and he supposes that's good too.

Steve says that for as long as he can remember he only wanted to do what was right and says that he isn't sure what that is anymore. He says that he thought he could throw himself back in and follow orders and serve but it isn't the same anymore.

Peggy says that he was always so dramatic.

Steve smiled. "She's right you know. Very dramatic." Howard said.

Peggy says that Steve saved the world and they mucked it up.

"You know that's not true." Steve protested.

Steve tells her she didn't. He says that knowing she helped found SHIELD is part of the reason he stays.

"You also founded SHIELD?" Tony asked.

"I did, yes." Peggy answered.

Peggy says that the world has changed and they can't go back. She says that the only thing they can do is their best and sometimes the best they can do is start over.

"You are a very wise woman, Agent Carter." Sam said.

She starts coughing. Steve gets a glass of water. She looks at him wide eyed, like it was her first time seeing him and says that he's alive and came back.

Peggy and Steve now both looked very confused, with tears in their eyes. Why did she look at him like she hasn't seen him in 70 years? What was happening to her?

Steve says he did.

Peggy starts to cry and says that it's been so long.

Steve says that he couldn't leave his best girl when she still owes him a dance.

Steve and Peggy tried to smile, but found that they couldn't. Too overwhelmed with confusion and sadness.