Steve sees a vision of his past self, training with other soldiers. Phillips is telling them to pick it up. Steve's past self is lagging behind. Phillips tells him to fall in.

Steve smiled sadly, remembering that day.

"Ah, nostalgia." Sam said.

Natasha says that its a dead end. She says that there's no heat signature or waves. She says that whoever wrote the file used a router to throw them off. Steve sees another building. Natasha asks what it is.

Steve says that army regulations forbid storing ammunition within 500 yards of the barracks. He says that that building is in the wrong place.

"Smart, I don't think anyone else would have picked up on that." Rhodey said.

Steve busts the lock with his shield. He and Natasha enter, he turns a light on. Natasha says that it's SHIELD.

Steve says that it might be where it started. They enter another room.

There are framed pictures of Phillips, Howard and Peggy. Natasha recognizes Howard then asks who the girl is.

"Hello, I'm agent Carter, nice to meet you." Peggy said.

Steve walks further into the room He moves the bookshelf and asks why they need to hide an elevator is they're already working in a secret office.

"They, whoever led us there, has something to hide. Something big." Steve said.

Natasha holds out her phone and it shows her the code to get in. They get in the elevator to go down. They walk into the room and the lights turn on. The room is filled with old technology.

"What the hell is going on here?" Natasha asked.

Natasha says that this can't be the data-point because the technology is ancient. She sees a USB port on the table.

"Weirder and weirder." Steve said.

She plugs the shield flash drive in and everything powers up. A voice asks if they want to initiate the system.

Natasha types 'Yes'. An says that 'y-e-s spells yes.'

"Indeed it does." Clint said.

Natasha asks if they should play a game and goes to explain the reference to Steve.

"A great movie." Peter said. "Don't judge me, I has a knack for 80s movies."

Steve says he saw it. A grainy picture of Dr Zola appears on the computer screen.

"What the hell?" Steve asked.

Zola states both Steve and Natasha's names and birth years.

"This must be some kind of recording." Natasha said, wondering how in the world it knew her real name.

"I don't think it is." Steve said.

Natasha says that she thinks its a recording.

Zola says that he isn't a recording. He says that he may not be the man he was when Steve took him prisoner in 1945 but he is. A picture of Dr. Zola appears on a smaller computer screen.

"No." Steve breathed.

Natasha asks Steve is he knows it.

Steve says that Zola was a German scientist who worked for the Red Skull. He says that Zola has been dead for years.

"Well apparently he isn't." Natasha said. "And whatever it is he's up to can't be any good."

Zola corrects him saying that he is swiss and he has never been more alive. He says that received a terminal diagnosis in 1972 and scientists couldn't save his body. He says that his mind was worth saving on 200,000 feet of data banks.

"That's... wow."

He tells them that they're standing in his brain.

"And here I thought that this couldn't get any creepier." Clint said.

Steve asks how he got there.

Zola says that he was invited.

Natasha talks about Operation Paperclip. She says that after World War II SHIELD recruited German scientists with strategic value.

"That wasn't a good idea." Steve said.

"We thought that they could help." Howard said.

Zola says that SHIELD thought he could help their cause. He says that he also helped his own.

Steve says that Hydra died with the Red Skull.

"You can't kill and idea Steve." Bruce said.

Zola says if they cut one head off two more will take its place.

"So where's two more?" Steve asked.

Steve tells him to prove it. Images start appearing on smaller screens.

Zola access the archive. He says that Hydra was founded on the belief that humanity can't be trusted with its freedom. He says that they didn't realize that people resist when they try to take that freedom.

"O-obviously." Peter said.

Zola says that the war taught them a lot. He says that humanity needed to surrender its freedom willingly.

"Good luck with that." Fury said.

Zola says that SHIELD was founded after the war and he was recruited. He says that they new Hydra grew as a parasite inside of SHIELD.

"HYDRA's been hiding in SHIELD for 70 years." Steve whispered.

"And we never suspected a thing." Natasha added.

Zola says that Hydra has secretly been feeding crisis and reaping war for 70 years. He says that history was changed when it did not cooperate.

Natasha says that that is impossible because SHIELD would have stopped him.

"Not if they didn't know, Natasha." Steve said.

"How did we not know?" Fury asked.

A picture of the newspaper depicting Howard and Maria Stark's death was shown. Zola says that accidents will happen.

"They- they were assassinated?" Tony asked.

Howard was having similar thoughts.

"Oh my god." Pepper whispered.

Pictures of Fury's file with the word deceased stamped over it was shown.

"Anyone who suspects anything... they get killed." Steve said.

"Fury knew something. We know something, Zola's gonna kill us." Natasha said to Steve.

Zola says that Hydra created a world so chaotic that humanity was finally willing to surrender their freedom in order to gain security. He says that Hydra's new world order will rise once the purification process is complete. Zola tells Steve that they won and his death amounts to the same as his life.

"They're everywhere and we don't even know who they are." Steve gasped.

Steve punches the screen. Zola appears on another and starts speaking again.

"He really said: Don't interrupt me." Ned said, trying to shed some light on the situation.

Steve asks what's on the drive.

Zola says that Project Insight requires insight so he wrote an algorithm.

Natasha asks what the algorithm does.

"Now you're asking the right questions." Coulson said.

Zola says that the answer to her question is fascinating but they'll be too dead to hear it. The door closes, Steve throws his shield to try and stop it but he's too late.

"So close." Sam said.

Natasha tells Steve that they have a bogey. She says that its a short range ballistic and they have 30 seconds.

"Shit."

Steve asks who fired it.

Natasha says that SHIELD did.

"Well yes, but actually no." Shuri said.

Zola says that he's been stalling.

"Really? We couldn't tell." Strange said.

Natasha takes the drive. Zola tells Steve to admit that its better this way. He says that both of them are out of time. Steve lifts up the metal grate, just before the bomb hits, he and Natasha jump in. He covers them with his shield as the debris falls. The screen goes black.

"Do us all a favor and don't be dead." Maria said.

Steve lifts a large piece of debris and frees himself. Natasha hasn't moved.

"Natasha?" Steve asked softly.

Steve picks her up and frees her. A SHIELD plane appears overhead. Rumlow and the strike team look through the debris. He sees a footprint. Rumlow says to call the asset in.

"Who's the asset?" Steve asked, worried. Bucky breathed in heavily and looked away.

Pierce is walking through his house. The Winter soldier is sitting in the shadows.

Steve and Natasha stare at him, he has his mask off so it should be easier to place his face, they find that they can't because its too dark.

Bucky tensed up.

Renata tells Pierce that she is going to leave and asks if he needs anything.

Pierce says that its fine and tells Renata that she can leave. Renata leaves.

Pierce asks the Winter Soldier wants some milk.

"I don't think he'll answer." Clint said.

The Winter Soldier doesn't reply. Pierce tells him that the timetables moved and their windows limited. He gives him 2 targets and says that they're level 6. He pours himself a glass and joins the Winter Soldier at the table. Pierce says that they cost him Zola and he wants confirmed death in 10 hours.

"So... he's sending the Winter Soldier to kill me and Natasha." Steve said.

Renata walks back in.

"He's gonna kill her." Natasha said.

Renata apologizes and says that she forgot her phone.

Pierce says that he wishes she would've knocked. He picks up a gun and shoots her.

"Oh my god." Wanda whispered.

"She was innocent." Hope said.

Sam returns home from his run, and hears a knock at the door. He opens it and sees Steve and Natasha. He greets them. .

Steve apologizes and says that they need a place to lie low.

Natasha says that everyone they know is trying to kill them.

"Well, not everyone, but most people." Clint said.

Sam lets them in.

Steve washes his hands, Natasha is drying her hair. Steve asks if she's okay.

Natasha says that she is.

"Liar." Steve said, not accusingly though, just an observation.

Steve asks her what's going on.

Natasha says that she thought she was going straight when she first joined SHIELD. She says that she just traded the KGB for Hydra. She says that she thought she knew whose lies she was telling but she can't tell the difference anymore.

"Maybe there never was one." Natasha sighed.

Steve says that there's a chance she's in the wrong business.

Natasha smiled briefly.

Natasha tells Steve that she owes him.

Steve tells her that it's okay.

Natasha asks if it was down to her to save his life, if he would trust her to do it.

"I would." Steve said. "And you've said that I'm a terrible liar so you know it's true."

Steve tells her he would and says that he's always honest.

Natasha says that he seems chipper for someone who found out that they died for nothing.

"I didn't die... and it wasn't for nothing." Steve said.

Steve says that he likes to know who he's fighting.

Sam walks in and says that he made breakfast if they eat that sort of thing.

"Who doesn't eat breakfast?" Bruce asked. MJ, Ned, Peter and Vision raised their hands. "You're an android, you don't count." Bruce told Vision.

The three of them are now sat at Sam's kitchen table. Natasha asks who in SHIELD could launch a domestic missile strike.

"Either Pierce or Sitwell." Steve said.

"Or maybe it was a team effort." Natasha suggested.

Steve says that Pierce could.

Natasha says that he happens to be sitting on top of the most secure building on the world.

Steve says that Pierce isn't working alone and that Zola's algorithm was on the Lemurian Star.

Natasha says that Sitwell was too.

"Now you're on the right track." Fury said.

Steve asks how the 2 most wanted people in Washington are supposed to kidnap a SHIELD officer in broad daylight.

"You don't." Sam said.

Sam says that the answer is they don't and he drops a file on the table.

Steve asks what it is.

Sam says that it's a resume.

"New addition to the dream team." Tony said.

Natasha picks up a photo and asks if its Bakhmala and if the Khalif Khandil mission was Sam. She tells Steve that he didn't say that Sam was pararescue.

Steve as if the other person in the is Riley.

Sam says it is.

Natasha says that she heard they couldn't bring in choppers because of the RPGs the asks if Sam used a stealth chute.

"Haha no." Sam said.

He hands Steve another file and says he used those.

Steve says that he thought Sam said he was a pilot.

"I never said that, you assumed I was." Sam corrected.

Sam says that he never said pilot.

Steve tells Sam that he can't ask him to do this because he got out for a good reason.

"And I'm going back in for a good reason too." Sam said.

Sam says that Captain America needs his help and that there's no better reason to get back in.

"Logic."

Steve asks where they can get their hands on one of those things.

Sam says that the last one is in Fort Meade behind 3 guarded gates and a 12 inch steel wall.

Steve says that it shouldn't be a problem then he drops the file and it says 'EXO-7. Falcon. Classified.'

"Falcon?" Steve asked.

Senator Stern is walking with Sitwell. Stern says that he has to fly home tonight because he has a constituency problem and he has to press the flesh.

"Ugh. That asshole." Tony groaned.

Sitwell asks if its ant constituent in particular.

Stern says that she's 23 and kind of hot.

"Creep." Hope said.

Stern says that he thinks she wants to be a reporter. Then asks who listens at that point.

"Rude too." May said.

Sitwell says that it doesn't sound like a problem to him.

Stern says that she's killing his back and says that this isn't the place to talk about it. He touches the pin on Sitwell's jacket and complimnts it.

Sitwell thanks him.

"Is it just me or does Sitwell have a very punchable face?" Natasha asked.

"No... he does." Maira said.

They get closer. Sterns says 'Hail Hydra.'

"Him too?" Rhodey asked.

They pull back and play it off. Stern leaves, Sitwell's phone rings. Pierce is calling.

Sam smirked.

Sitwell tells his men that he needs a minute and says to bring the car around. He answers the phone.

Sam, from the other end of the phone, asks Sitwell how lunch was. He says he's heard that the crab cakes are delicious.

"You're not pierce." Maria said.

"I am not." Sam said.

Pierce asks who he is.

Sam says that he is the good looking guy in sunglasses at his 10 o'clock. Sitwell looks and sees no one.

Sam says that he's at his other 10 o'clock.

Sitwell notices Sam and asks what he wants.

"A couple things actually." Sam answered.

Sam tells him to go around the corner to his right and get into the gray car 2 spaces down. He says that they're going to take a ride.

Sitwell asks why he would do that.

Sam says that his tie looks expensive and he's hate to mess it up. A red dot on his tie, indicates he's being targeted.

"You're pretty good at this whole threatening thing." Natasha complimented.

Sitwell is thrown through some doors. Steve walks out after him, Natasha following. Steve tells Sitwell to tell him about Zola's algorithm.

Sitwell says he's never heard of it.

"Don't play dumb now." Loki said.

Steve asks him what he was doing on the Lemurian Star.

Sitwell says that he was throwing up because he gets seasick.

"Even if that is a lie, he looks like the type that would. Sitwell is a bit of a wimp." Clint said.

Steve forces him to the edge of the rooftop. Sitwell asks if this display is supposed to insinuate that Steve;s going to throw him off the roof. He tells Steve that it's not his style.

Steve lets him go and says that it's not but it's hers.

"Damn right it is." Natasha said.

Natasha kicks Sitwell off the roof and asks Steve about the girl from accounting, thinking that her name is Laura.

"You're still on that?" Steve asked.

Steve says that its Lilian and asks if she's the one with the lip piercing.

Natasha confirms and says that she's cute.

Steve says that he's not ready for that.

"And back to discussing Steve's love life." Maria said.

"It is such a fun topic." Natasha added.

Sam, wearing a wingsuit drops Sitwell back on the roof.

"Y-you wear a wingsuit." Steve said.

"That's what the project was." Sam answered.

Steve and Natasha walk up to a cowering Sitwell. Sitwell says that Zola's algorithm is a program for choosing Project Insight targets.

"Okay now we're getting somewhere." Fury said.

Steve asks what targets.

Sitwell says that Steve is one.

"I expected as much." Steve said.

He lists off more people including a TV anchor in Cairo, the undersecretary of defence and a high school valedictorian from Iowa city.

"What do those random people have to do with anything?" Scott asked.

Sitwell add Bruce Banner to the list.

"Of course." Bruce muttered.

Sitwell adds Stephen Strange to the list.

"Me?" Strange asked.

He says that Project Insight targets anyone who is a threat to hydra now or in the future.

"That could mean anyone in this room as well." Maria said.

Steve asks how it could know threats from the future.

"That's a good question." Clint said.

Sitwell laughs, and asks how it couldn't. He says that the 21st century is a book and Zola taught Hydra how to read it.

"Of course he did." Tony said.

He says that Hydra knows their bank records, medical histories, voting patterns, E-Mails, phone calls and their SAT scores. He says that the algorithm evaluates people's pasts to determine their futures.

"So better question, what do they not know?" Steve asked.

Steve asks what happens then.

Sitwell says that Pierce is going to kill him.

"Not if we do it first." Natasha smirked.

Steve asks what happens then.

Sitwell says that the helicarriers will scratch people off the list a few million at a time.

"Project insight itself was a bad idea to begin with. This is 10 times worse." Steve said.

The 4 of them are now in a car. Sitwell says that Hydra doesn't like leaks.

Sam suggests that he should stick a cork in it.

"I agree with that sentiment. This guy is pissing me off." Clint said.

Natasha says that Insight is launching in 16 hours and they're cutting it close.

Steve says that they'll use Sitwell to bypass the DNA scans and access the helicarriers directly.

"That's dangerous." Maria said.

Sitwell asks if he's crazy and says that that's a terrible idea. The Winter Soldier lands on the roof and pulls Sitwell out of the car and tosses him into oncoming traffic.

"Well shit. Now we can't access the helicarriers." Natasha muttered.

"But at least Sitwell's out of the way, that's gotta count for something." Steve tried.

Natasha jumps into the front seat as The Winter Soldier starts shooting. Sam slams on the breaks, knocking him off the roof. He uses his metal arm to ease the landing and stands up.

"Oh no." Steve breathed.

Everyone leaned forward, tense with anticipation.

Bucky squeezed his eyes shut and tensed, not wanting to watch himself try to kill his best friend, and subsequently his best friend's friends.

Another car crashes into them, pushing them forward. The Winter Soldier leaps onto the back of their car, breaking the glass. Sam slammed on the breaks. Natasha felt around for a gun. The Winter Soldier punches through the glass and pulls out the steering wheel.

"Holy shit. This guy is strong as hell." Quill said.

Sam curses. Natasha starts shooting up at the Winter Soldier, he jumps onto the car behind them, it slams back into Sam's car.

Steve tells them to hang on then, he, Natasha and Sam bunch up against the passenger side door, Steve kicks it off, they fall out before the car flips.

"This is intense." May whispered.

The other car stops, The Winter Soldier steps off. A man hands him a large gun. He fires, hitting Steve's shield, Steve crashes into a bus, causing a crash.

"What I would give to be a resilient as you." Tony said.

3 others start shooting at Natasha and Sam. Natasha shoots back, and ducks out of the way of a shot from The Winter Soldier. She runs for cover behind a car, which in turn gets blown out of the way. She uses a grappling hook to save herself from falling.

"How many spy gadgets do you keep on you at all times, I'm curious." Scott asked.

"Only the incredibly useful ones." Natasha answered.

The Winter Soldier takes a different gun. He sees Steve shield and goes to take his shot, Natasha shoots him first, hitting one of his lenses. He takes them off.

'I recognize those eyes.' Steve thought, while at the same time denying it. It couldn't be him, could it? He didn't want to know.

He gets back up and starts shooting at Natasha. The others soon join him, Natasha runs. The Winter Soldier, in Russian, says that he has Natasha and they should find Steve. He jumps down, landing on a car. The others soon follow, wired to cars. They start shooting at the bus Steve's in. Steve runs through the bus and picks up his shield. Sam gets back up, knife in hand, kicks the guy over the bridge and takes his gun.

"Badass." Rhodey said.

Steve gets closer to the man shooting at him. Sam shoots one of the men. Steve starts running and takes the man out, then sees The Winter Soldier behind a car. Sam tells Steve to go and says that he's got this. A police car gets blown up. The Winter Soldier reloads his gun and slides a bomb under the car.

"Uh-oh."

Natasha's voice plays through a recording. The bomb explodes.

Everyone flinched back. Expecting it, obviously, but not prepared for it.

Natasha is actually behind him. She jumps up and wraps her legs around his neck. The Winter Soldier throws her off. He picks up his gun, she throws an electric disk at him and runs.

"Clever." Clint said.

He rips the disk off. Natasha tells the civilians to get out of the way. She gets shot. The Winter Soldier is on a car behind her. Steve runs toward him, he punches Steve's shield, then kicks him away.

"How the hell is he so strong?" Thor asked.

He runs out of bullets, then grabs a different gun and starts shooting. Steve jumps and kicks his hand. He drops the gun and they start fist-fighting. He now has the shield, Steve is on the ground. He throws the shield at him, Steve dodges.

"Whoa."

He pulls out a knife and they continue fighting.

"Again with the pocket knives." Shuri said, trying and failing to lighten the mood.

Steve hits him in the face, the kicks him in the stomach. Then twists his arm and shoves him to the floor. He puts Steve in a choke-hold with his metal arm. Then throws him.

"I'd say you've finally met a foe you can't beat so easily." Gamora commented.

Steve gets back up, and they continue their fight. He pulls the pocket knife back out. Steve takes his shield out of the car. He punches him, Steve takes him by the face and flips him over, the rest of the mask comes off.

Everyone waited in anticipation, to find out who it is they were dealing with.

He turns around, revealing himself to be Bucky Barnes.

Everyone gasped. "You're the winter soldier?" Everyone asked.

Bucky nodded mutely. "I was." He answered.

"What happened?" Steve asked.

"I don't remember a lot of it. I fell from the train, thinking that I was going to die. HYDRA took me, they did some experiments, cut my arm off and replaced it, brainwashed me-" He quickly cut himself off. "Can we just continue?" He asked.

Steve recognizes him as Bucky.

The Winter Soldier asks who the hell 'Bucky' is.

"You didn't remember?" Steve asked, feeling a heavy weight of despair on his chest.

"I was forced to forget." Bucky answered, no clear emotion in his voice.

Sam flies in and knocks The Winter Soldier down, he stands back up and goes to shoot, Natasha uses one of his discarded guns to blow up a car. The Winter Soldier is gone.

"A ghost story." Bucky muttered.

SHIELD personnel show up. Rumlow tells Steve to drop the shield.

"Not these assholes too." Clint complained.

He tells Steve to get on his knees and not move. He kicks the back of Steve's knee. A helicopter is above them. Rumlow tells Rollins to put his gun down. Rollins lowers the gun. Steve, Natasha and Sam are taken into custody.