Fury is in his office he tells the AI to secure the office. The windows go black. He plugs a flash drive in. He tells the AI to open the Lumerian Star satellite launch file.

The AI says that his access is denied.

Fury blinked. What?

Fury tells the AI to run decryption.

The AI says that the decryption failed.

Fury gives the override code.

The AI says that the override failed and the files are sealed.

Fury asks whose authority is it on.

The AI says its on his authority.

Fury looked up in realization. The goddamn world security council.

Fury steps into the elevator and tells the AI to take him to the World Security Council.

The AI confirms.

"Son of a bitch." Fury said.

Rockwell says that Fury is mistaken if he thinks he can get his costumed thugs and the STRIKE team to clean up his mess. He says that the failure is unacceptable.

The avengers looked offended at being called 'costumed thugs.'

Singh says that the attack took place 1 mile from his country's sovereign waters and says he moves for immediate hearing.

"You would, wouldn't you?" Natasha said.

Hawley says that they don't need hearings they need action. She says that it's the council's duty to oversee SHIELD.

Yen says that a breach like that raises questions.

Rockwell asks how a French pirate managed to hijack a SHIELD vessel in broad daylight.

"In broad daylight?" Natasha asked.

Pierce says that he's algerian and he can draw a map if it'll help.

Bucky death glared at Pierce.

Rockwell says he appreciates Perice's wit but the council takes things like international piracy seriously.

Pierce says that he doesn't.

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

"Yeah? Me too." Maria said.

Pierce says he doesn't care about one boat he cares about the fleet. He says that if the council is going to fall rancor everytime someone pushes them on the playing field they might need someone to oversee them.

"I mean... maybe that wouldn't be such a bad thing, but then where would it end?" Carol asked.

Yen tries to speak but Pierce's assistant walks in and whispers something to Pierce. Pierce asks them to excuse him, then he leaves.

Rockwell asks Pierce of there's more trouble.

Pierce says that it depends on their definition.

"I'd say it is trouble." Clint said.

Pierce tells Fury that he works 40 floors away and it takes a hijacking for him to visit.

Fury says that a nuclear war would do it too and asks if Pierce is busy.

Pierce says that it's nothing some earmarks can't fix.

Fury says he has a favor to ask. He tells Pierce to call for a vote and says that Project Insight needs to be delayed.

"I think that constitutes as a little more than just a favor." Natasha said.

Pierce says that that isn't a favor it's a subcommittee hearing.

Fury says that it could be nothing and it probably is nothing. He says he needs time to make sure that it's nothing.

"I don't think it's nothing." Steve said.

Pierce asks what if it's something.

Fury says that they'll both be glad that the helicarriers aren't in the air.

Pierce says he'll do it but Fury needs to get Iron Man to stop by his niece's birthday party.

"I'm sorry, what?" Tony asked.

Fury thanks him.

Pierce says he can't just fly buy and says he needs to mingle.

The avengers, and SHIELD agents all started laughing.

"Please don't drag me into any more of you're negotiations." Tony sighed.

Sam is counseling some veterans. Steve enters the room. Garcia says that she thinks its getting worse. She says that a cop pulled her over last week because he thought she was drink. She says she swerved to miss a plastic bag because she thought it was an IED.

The military personnel(Steve, Bucky, Carol and Rhodey) in the room looked at the screen in sympathy.

Sam says that some stuff they leave and other stuff they bring back. He says that it's their job to figure out how to carry it. He asks if its going to be in a suitcase or a man-purse and says that it's up to them.

"You're a therapist?" Steve asked.

"Counselor." Sam corrected.

Sam walks up to Steve after the meeting was over and calls him the running man.

Sam and Natasha laughed.

Steve says that he caught the last few minutes and says that it was intense.

Sam says that they all have the same problems and says that they're guilt and regret.

"Amen to that." Carol said.

Steve asks him if he lost someone.

Sam says he lost his wingman and says his name was Riley. He says that they were on a night mission and it was a standard rescue op and it wasn't anything they hadn't done 1,000 times before. He says that a RGP knocked Riley out of the sky and there wasn't anything he could do but watch as it happened.

"I'm sorry." Almost everyone in the room said, softly.

Sam says that he had a hard time finding a reason for being over there after that happened.

Steve asks if he's happy being back in the world.

Sam says that the number of people giving him orders is down to 0 so he is happy. He asks Steve of he's thinking about getting out.

"What would I do if I did?" Steve asked.

Steve says he doesn't know because he doesn't know what he would do with himself if he did.

Sam suggests ultimate fighting.

"I can picture it now. You in your old school Captain America suit wrestling with some random other dude." Clint laughed. Steve sighed.

Sam says that was an idea off the top of his head. He tells Steve that he can do whatever he wants to do then asks him what makes him happy.

Steve says he doesn't know.

"Maybe you should figure that out then." Sam said.

Fury is driving. The AI says that its activating communications encryption protocol.

Fury tells the AI to open a secure line 0405.

The AI confirms.

Hill greets Fury from the other line.

Fury says he needs her in DC.

Maria says to give her 4 hours.

Fury says she has 3.

"Some serious shit is about to go down, I can feel it." Tony said.

Fury pulls up to a stop light, a police car pulls up next to him. He looks over. Fury asks if they want to see his lease. The police car's siren sounds once, they start driving, Fury follows, but another police car crashes into him.

"Holy shit!" Everyone yelled.

Another car backs into his front end. Now police cars surround Fury's. The AI says that a fracture detected and it recommends anesthetic injection. Fury tries to reach into his glove box.

"Someone's trying to kill you." Natasha observed.

"The question is: Who?" Fury asked.

A SWAT car pulls up to the scene and 2 armed officers get out. Fury gives himself the injection. The AI says that DC metro police shows no units in the area.

"That's odd."

Every officer now has a gun pointed at Fury. Fury says to get him out of there. The officers start shooting.

"This is bad. This is very very bad." Clint said. Everyone silently agreed with him.

The AI says that the propulsion systems are offline.

Fury tells the AI to reboot them. The SWAT officers pull out a battering ram and put it in front of the driver's side window.

The AI says that the window security is compromised.

"Thank you, captain obvious." Fury said.

Fury moves away from the window and asks how long to propulsion.

The AI says its calculating.

"Can you calculate any faster?" Shuri asked.

The officers shove the battering ram at Fury's car. The AI says that the window security is at 31% and its deploying countermeasures.

Fury tells the AI to hold the order.

"What the hell are you thinking? They're going to kill you!" Maria yelled.

The AI says that the window security is at 19% and it advises offencive measures.

Fury says wait. They use the battering ram again.

The AI says that the window security is at 1%. A gun emerges from the center console. Fury kills the officers with it. Then blows up the Swat van.

"That's useful." Howard remarked.

The AI says that the propulsion systems are online.

Fury says to go at full acceleration. The car backs up and drives off. Fury says to initiate the vertical takeoff.

"Vertical takeoff? That car can fly?" Howard asked.

The AI says that the flight systems are damaged.

Fury tells the AI to activate guidance cameras and says to give him the wheel. He gets back into the driver's seat. The officers are still following.

"They're still going." Natasha said, now getting worried.

Fury tells him to get him Maria.

The AI says that the communication systems are damaged.

Fury asks what isn't damaged.

The AI says that the air condition is fully operational.

"Not helpful." Fury said, un-amused.

"Why are AI's never helpful when we need them to be?" Rhodey asked.

The AI says that there's traffic ahead.

Fury says to get him an alternate route.

The AI says that there's a traffic alert on the Roosevelt bridge and all of the cars are stopped. The AI says that 17th Avenue is clear in 3 blocks. Fury crashes into some cars, using them as a blockade to stop the police cars.

"How far are they willing to go to kill one man?" Steve asked.

The officers get out of their cars and start shooting at Fury once more. Another cop car tries to drive through the blockade.

"They just don't know when to quit, do they?" Clint asked.

Officers make their way to Fury, who starts driving again, an officer shooting at him. He throws his car in reverse, killing one of them. He drives forward, killing another.

"This is getting too out of hand." Maria said.

He drives off, 2 cop cars still chasing him. One pulls out a gun and starts shooting again. Fury slams into the side of the car. The other car slams into the side of Fury.

"He's boxed in." Steve said.

Fury is wrestling for the officer's gun. He punches him in the face. The AI says that they're approaching an intersection. Fury slams on the breaks. The other 2 cars continue driving. A semi truck crashes into them.

Steve, Maria, Natasha, Clint and Fury all sighed in relief.

Fury says to get him off the grid.

The AI says its calculating the route to a secure location. The winter soldier is standing in the middle of the road.

Bucky quickly looked away from the screen.

"Who the hell is that?" Quill asked.

He shoots a bomb that attached itself to the underside of the car, it blows up and the winter soldier steps out of the way to avoid the explosion. The winter soldier walks up to Fury, who activates a weapon. The winter soldier rips the door off of the car.

"Holy shit."

The winter soldier looks inside the car to find that a hole has been burned through and Fury is no longer inside.

"Fury!" The avengers, carol and the SHIELD agents yelled.

"Does anyone have a guess as to who that was?" Natasha asked. Everyone shook their heads. Except Bucky, but no one noticed. "Well, shit." Clint said.

Steve is walking up the stairs inside of his apartment building. Sharon is on the phone talking to her aunt. She turns to Steve and says her aunt is an insomniac.

Steve says that she's welcome to use hos washing machine because its cheaper than the one in the basement.

Sharon asks what it costs.

Steve says it costs a cup of coffee.

Natasha smirked. "Was this the neighbor you were talking about?" Pepper asked her. Natasha nodded.

Sharon thanks him and says that she has a load in downstairs and says that he won't want her scrubs in his machine. She says that she finished orientation in the infectious diseases ward.

Steve says that he'll keep his distance.

Sharon says she hopes he doesn't stay too far.

"She's flirting with you." Natasha practically sings.

Sharon tells him that he left his stereo on.

Steve thanks her and looks suspiciously at his door.

"I'm going to take a wild guess and say that you never left your stereo on." Sam said.

Steve gets into his apartment and sees Fury lying on his chair.

"Oh good. You're not dead." Natasha said.

Steve says he doesn't remember giving Fury a key.

Fury asks if Steve thinks he needs one.

"Probably not, no." Steve said.

Then he says that his wife kicked him out.

Steve says he didn't know Fury was married.

Fury says that there's a lot of things Steve doesn't know about him.

Steve says that that's the problem then he turns the light on.

"Still bitter, I see." Natasha said.

Fury turns the light back off and types something on the screen. 'Ears everywhere.' Fury says apologizes for this and says that he has no place to crash. He writes something else. 'SHIELD compromised.'

"You can't trust anybody." Coulson said.

Steve asks who knows about his wife.

Fury shows another text. 'you and me.' He says that his friends know.

Steve asks if that's what they are.

Fury says that that's up to him. Someone shoots Fury through the wall.

Everyone flinched, not expecting that.

Steve looks out the window for the shooter, then drags Fury into another room. Fury hands him a flash drive and tells him not to trust anyone then his eyes close.

"I swear to god if you're dead again-" Maria warned.

The door busts open. Sharon walks in and says that she's agent 13 of SHIELD special service and says that she was assigned to protect him.

Steve asks whose order it was on.

Sharon looks down at an injured Fury and says it was on his. She drops down next to Fury and feels for a pulse. She pulls out a radio and says that Fury is down and she needs EMTs. She calls Fury Foxtrot

"Foxtrot?"

An agent asks if she as a twenty on the shooter. Steve looks out the window and sees the shooter.

Steve tells her to tell the agent that he's in pursuit and he jumps out his window and crashes into the window of another building.

"How-" Scott goes to ask but stops himself.

He starts running through the hallways of the building to catch the shooter on the other side. He jumps through the window and lands on the roof of another building. He throws his shield at the shooter, who catches it and turns around.

"Is that a metal arm?" Peter asked, recognizing the same metal arm from the fight in the airport. He glances at Bucky suspiciously.

Revealing himself to be the winter soldier. He throws the shield back at Steve and makes his escape. Steve runs to the side of the roof only to realize that the winter soldier is gone.

Natasha rushes into the hospital and finds Steve, who's looking over Fury, who's in surgery. Natasha asks if Fury's going to make it.

Steve says he doesn't know.

"You better not die." Natasha said.

Natasha asks about the shooter.

Steve says that he was fast, strong and he had a metal arm.

Maria walks in. Natasha asks about the ballistics.

Maria says that there were 3 slugs ano no rifling. She says that they were untraceable.

Natasha notes that they were soviet made.

"Connecting the dots." Clint said.

"We're still missing dots." Natasha countered.

Surgeons start rushing around Fury's room. A doctor says that he's in V-tach.

A nurse says that there's a crash card coming in.

A doctor asks the nurse to help him with the drape.

A doctor says that Fury's BP is dropping.

A doctor asks for a defibrillator and says to charge Fury at 100.

Natasha asks Fury not to do this to her.

Clint put his arm around Natasha to comfort her.

A doctor tells everyone to stand back then he shocks Fury and asks for a pulse.

A doctor says that there's no pulse.

"You're dying." Maria whispered.

The doctor calls for 200 and shocks Fury again and says to give him epinephrine and asks for a pulse.

A doctor says that there's no pulse.

Natasha repeats the words don't do this to me.' Steve walks away from the window.

A doctor asks for the time.

The nurse gives it to him.

The doctor calls it and says the time of death was 1:03am.

All of the avengers and SHIELD agents had tears in their eyes. Their leader, their... friend was dead. What were they supposed to do? After a moment Bruce spoke.

"Should um *He cleared his throat* Should we continue?" He asked. They nodded mutely.

Natasha and Steve are looking at Fury's body. Maria walks in and says she needs to take him.

Steve walks up to Natasha. Natasha leaves. Steve calls her name and follows her out. Natasha asks Steve why Fury was in his apartment.

Steve says he doesn't know.

"Don't lie to me." Natasha said.

"He told me not to trust anyone." Steve defended.

"And somehow that includes me?" Of course she already knew why He was there, they all did, but it still hurt that Steve didn't trust her enough to tell her the truth.

"It includes everyone!" Steve said.

Rumlow walks up to them and tells Steve that they want him back at SHIELD.

Steve tells him to give him a second.

Rumlow says that they want him now.

He turns to Natasha. Natasha calls him a terrible liar and walks away.

"The worst liar." Off-screen Natasha added.

Sitwell, from an earpiece, tells the strike team to escort Steve to SHIELD for questioning.

"Questioning?" Steve asked.

Rumlow says that he told him. Steve walks up to Rumlow. The vending machine is shown. Steve has hidden the flash drive behind some gum.

"Smart." Natasha said. "Dangerous, though."

"Yeah, well I have a feeling I can't exactly walk back into SHIELD headquarters with that in my hand." Steve said.