Zemo walks into the room Bucky is in and greets him and tells him that he's been ordered by the united nations to evaluate him.

"Oh no, not this guy." Sam said.

Sharon walks into the room where Steve and Sam are and hands Sam the receipt for his gear. Sam is upset that they called his pack 'bird costume.' Sharon says she didn't write it.

"I think it's fitting, Bird man." Clint said.

"Aren't you called Hawkeye?" Sam asked.

Sharon allows Sam and Steve to see the security camera footage of Zemo and Bucky.

"Good, I don't trust Zemo alone with him." Steve said. "Not after what happened with Karpov."

Zemo tells Bucky that he isn't there to judge him, but he wants to ask him some questions. He asks Bucky if he knows where he is then says that he can't help him if he doesn't talk to him, anc he calls him James.

Bucky tells him that his name is Bucky.

Steve smiled faintly hearing him say that, it was good to know that his best friend was starting to remember who he was.

The delivery driver is getting impatient. Someone walks outside, the driver gets out of the truck and takes out the package. They open the package and the man signs for it.

"Wonder what that is." Natasha said.

Steve looks at the pictures that were taken at the UN. He asks why the task force would even release the picture.

Sharon says it was to get the word out and involve as many people as they could.

Steve says it's a good way to flush someone out of hiding. To set of a bomb and get a picture taken and have everyone look for the Winter Soldier.

"You think it was a setup." Sam said.

Sharon says that Steve is saying that someone framed Bucky to find him.

"That begs the question: Why does that person want to find him in the first place?" Rhodey said.

Sam tells Steve that they spent 2 years looking for Bucky and found nothing.

Steve says they didn't bomb the UN. He says that that turns heads.

"True."

Sharon says that that wouldn't guarantee that whoever framed him would find him, but it guarantees that they would.

"Maybe that's what they wanted." Natasha said.

Zemo says that Bucky has sees a great deal.

Bucky says he doesn't want to talk about it.

"Understandable."

Zemo asks him if he's afraid that the horrors would never stop if he opens his mouth. Then tells him not to worry because they only need to talk about one.

"What is he playing at?" Sam asked.

An EMP goes off and the power goes out.

"Shit!"

Everett says to get him eyes on Bucky.

Tony tells FRIDAY to get a source on the outage. Sharon, Steve and Sam leave the room.

"This is not good."

Zemo tells Bucky that they should discuss home, the one that isn't Romania or Brooklyn. He says he means his real home and takes out the red book.

Bucky looked away.

"This is bad, this is very very bad." Steve said.

Zemo, in Russian, says the words longing, rusted and seventeen. Bucky tells him to stop. Zemo, in Russian , says the word daybreak. Bucky breaks the restraints.

"Holy shit!"

Bucky punches the glass. Zemo, in Russian , says the words nine, benign, homecoming, one and freight car. Bucky breaks through the glass.

"uh-oh."

Bucky, in Russian, says he's ready to comply.

Everyone now looked worried. What was Zemo going to do now that he has the Winter Soldier under his command.

Zemo asks for the mission report from December 16th, 1991.

Bucky glared at onscreen Zemo.

Steve and Sam find unconscious agents on the ground. Zemo calls for help.

"That little shit." Clint said.

Steve shoves Zemo against the wall and asks who he is and what he wants.

Zemo says he wants to see an empire fall.

"What the hell does that mean?" Rocket asked.

"Us, it's us. He wants to see us fall." Steve said.

Sam finds the Winter Soldier. The Winter Soldier grabs Sam by the neck and throws him across the room.

Everyone cringed. Bucky looked guilty.

The Winter Soldier and Steve start fighting. The Winter Soldier kicks Steve into and elevator and shoves him down the shaft.

"I'm sorry." Bucky quickly apologized to both Sam and Steve.

"Don't apologize, it wasn't your fault." Steve reassured.

"Still." Bucky said.

Sam gets up and sees Zemo trying to leave. He starts chasing him.

"You go get that son of a bitch." Clint said.

Everett calls for an evacuation of all citizens and says to get a perimeter around the building and gunships in the air.

Natasha tells Tony to tell her that he brought a suit.

Tony says he has a lovely Tom Ford 3 piece suit.

"Really, man?" Rhodey asked.

Tony tells her that he's an active duty non-combatant.

"Still wouldn't hurt you to be prepared." Natasha said.

Sharon walks up to them and tells them to follow her. Sam continues chasing Zemo. Steve starts climbing up the elevator shaft.

"Okay." A few people said, impressed by that.

The Winter Soldier is fighting more people. Tony watches. Natasha tells him that they're in position. Tony's watch turns into a gauntlet.

"Nice."

Tony hits the Winter Soldier with an EMP, then runs in to start fighting him. The Winter Soldier goes to shoot him, Tony blocks the shot with his gauntlet and disables the gun. The Winter Soldier shoves Tony into a table.

"Damn."

Sharon runs in and starts Fighting the Winter Soldier. Then Natasha runs in. The Winter Soldier flips Sharon into a table then Natasha wraps her legs around his neck and hits him on the head. He flips her onto the table and chokes says he could at least recognize her.

"Sorry." Bucky said.

T'Challa starts fighting the Winter Soldier. He knocks T'Challa away and starts walking up the stairs, T'Challa stops him on the landing.

"How did you get there so fast?" Sam asked.

They continue fighting. T'Challa grabs the Winter Soldier's metal arm. The Winter Soldier flips and sends both of them down the stairs then they continue fighting. T'Challa kicks him over the railing and jumps over it and doesn't see the Winter Soldier anywhere.

"Where the hell did you go?" Gamora asked.

"I wasn't called a 'ghost story' for nothing." Bucky said.

Sam gets out of the building and doesn't see Zemo anywhere, but he finds his jacket.

"Damn it."

The Winter Soldier is on the roof, he gets into the helicopter and starts to take off. Steve arrives on the roof and grabs onto the helicopters landing skates, then onto the railing to stop the helicopter from getting anywhere.

"Well, okay then." Maria said.

"Strong man." Ned said.

The Winter Soldier crashes the helicopter into the roof. Steve dodges the debris. The Winter soldier punches through the glass and grabs Steve by the throat.

"You really like grabbing people by the throat." Valkyrie observed.

The helicopter falls off the roof and into the water. Steve emerges from the water with an unconscious Bucky.

"Looks like it's me pulling you out of the river now." Steve said, trying to make light of the situation.

Zemo is at an restaurant listening to an old voicemail. His wife's voice says tells Zemo that she loves him.

"I would feel bad for him if he hadn't just tried to kill us by using the Winter Soldier as his attack dog." Sam said.

Zemo looks over at the TV. The news is playing. The anchor says that Bucky escaped custody and Steve and Sam are missing. Zemo is buying a plane ticket to Moscow.

"Why Moscow?" Tony asked.

Bucky wakes up in warehouse with his arm in a vice. Sam calls for Steve and Steve runs to him. They walk up to Bucky. Bucky calls Steve's name. Steve asks which Bucky he's talking to.

"Well... you're not talking to the Winter Soldier." Bucky said.

Bucky says Steve's mom's name was Sarah and he used to wear newspapers in his shoes.

"Did you really?" Scott asked. Steve sighed.

Steve says that can't be read in a museum.

Sam asks if they're supposed to be cool.

"Sorry." Bucky said.

Bucky asks what he did.

"You don't remember?" Peggy asked.

Steve says he did enough.

Bucky says he knew it would happen. He says that everything Hydra put in him is still and Zemo only had to say the words.

"That's rough."

Steve asks Bucky who Zemo was.

Bucky says he doesn't know.

Steve says Zemo setup the bomb and framed Bucky to get a minute alone with him, he says he's going to need more than 'I don't know.'

Bucky says Zemo wanted to know about where he was kept in Siberia.

"Why would he want that information, it seems a little irrelevant to what he said his plan was." Natasha asked.

Steve asks him why Zemo would need to know that.

Bucky says he isn't the only Winter Soldier.

"I'm sorry what did you say? There's more of you?" Sam asked.

'1991' appears on the screen. Howard is driving, the Winter soldier follows him and shoots out his tire, causing the car to crash.

Bothe Tony and Bucky were looking everywhere but at the screen for obvious reasons.

The Winter Soldier opens the trunk of the car and takes out a case with Super Soldier Serum inside.

"So that's what was in it." Howard said.

"Yes, and now Hydra has it." Peggy said.

At a Hydra facility, people are being injected with the serum. A man gets dragged in kicking and screaming. The agents strap him to the bed. Outside of the room, Karpov is writing in a notebook.

"My god." Steve said.

Later, the man is fighting the Winter Soldier. The man kicks the Winter Soldier into the wall.

"Woah!"

A doctor walks up to the man, the man beats up the doctor and starts fighting the guards.

Karpov, in Russian , tells the Winter Soldier tp get him out of there. The Winter Soldier escorts him out and closes the cell door.

"So... they all seem terrible." Bruce said.

Steve asks him who they were.

Bucky says that they're Hydra's most elite death squad and they have more kills than anyone in Hydra history even before the serum.

"I'm going to take a wild guess and says that the serum only made them worse." Clint said. Bucky nodded.

Sam asks Bucky if they all turned out like him.

Bucky says they're worse.

"If you think I'm bad, you should've seen them." Bucky said.

"Well, I'm glad we didn't." Sam said.

Steve asks if Zemo could control them.

Bucky says he could control them enough.

Steve says the Zemo said he wanted to see an empire fall.

"He's after the others?" Quill asked.

Bucky says he could do it with them. He says that they can speak 30 languages and they can infiltrate, assassinate and destabilize. He says they could take a country down in a night and they'd never see them coming.

"oh no."

Sam walks up to Steve and tells him that this would've been easier a week ago.

Steve says they should Call Tony.

Sam says he wouldn't believe them and tells Steve that the accords might not let him help.

"They probably wouldn't." Tony agreed.

Steve says they're on their own.

Sam says they might not be because he knows a guy.

"Me." Scott said. "Apparently."

Ross walks up to Tony and asks if he knows where Bucky, Sam and Steve are.

Tony says they will and says that there are GSG 9s around the border and recon is flying 24/7. He says that they'll handle it when there's a hit.

Ross tells Tony that it's not his to handle.

"Maybe not but I don't think it should be yours either because you'd probably make an already bad situation that much worse." Tony said.

Ross says Tony can't be objective and says he's putting special ops on it.

Natasha asks if they'll kill Steve when the shooting starts.

Ross says they will if provoked. He says that Bucky would have been eliminated in Romania if Steve wasn't there.

"Which is exactly why I went to Romania." Steve said.

He says there are dead people who would be alive and tells them to check his math. Tony tells Ross that he won't solve this with bullets.

"True."

Tony tells Ross to let them bring the others in.

Ross asks how it would end differently than last time.

Tony says that he won't be wearing loafers and a silk shirt and tells Ross to give him 72 hours.

Ross tells him that he has 36 hours to bring all 3 of them in, then he leaves.

"Asshole."

Tony starts rubbing his chest. He tells Natasha that his left arm in numb and asks if it's normal.

"um... no." Strange said.

Natasha rests her hand on his shoulder and asks if he's alright. Tony says he always is.

"Really?" Everyone asked, skeptically.

Natasha tells him that they're understaffed.

Tony says it would be great if they had a Hulk.

Natasha asks him if he really thinks Bruce would be on their side.

"No offence, but I probably wouldn't be. Not if Ross is involved anyway." Bruce said.

Natasha tells him that she has an idea.

Tony says he does too and asks where her's is.

Natasha says her's is downstairs and asks Tony where his is.

"Is Natasha's idea you?" Steve asked T'Challa.

"Who's Tony's idea?' Clint asked.

'Queens' appears on the screen. Peter walks into his apartment. May and Tony are on the couch.

"You didn't even notice who was on your couch." Ned said.

May asks him how school was.

Peter says it was okay then tells her that there's a crazy car parked outside.

Peter notices Tony on the couch. Tony greets him.

"Okay, why are you there?" Rhodey asked Tony.

Peter introduces himself. Tony introduces himself.

"I think he knows that." Clint said.

"It's polite." Tony said.

Peter asks him what he's doing there.

Tony says it's about time they've met and asks Peter if he's been getting his E-mails.

May tells Peter that he never told her about the grant.

Tony says it's the September Foundation and asks Peter if he remembers when he applied.

"I thought that was only for college kids." Bruce said.

Peter says he does.

Tony says he approved and says they're in business.

May says Peter never told her about this and asks if he's keeping secrets from her.

"Yes, yes he was." May said.

"I'm sorry I didn't tell you." Peter said.

Peter says he knows that she loves surprises so he thought he'd tell her- He cuts himself off and asks Tony what he applied for.

Tony says that he's here to hash that out then he says that it's hard to believe that May is someone's aunt.

"Really?" Pepper asked.

May says that they come in all shapes and sizes.

Tony says that the walnut date loaf is exceptional.

"Walnut date loaf?" Maria asked.

"I wanted to try something new." May said.

Peter stops Tony and asks if the grant has money involved.

Tony says it's well funded and asks May if he can have 5 minutes alone with Peter.

In Peter's room, Tony spits the date loaf.

"Rude." May said.

Tony says that it wasn't bad as far as walnut date loaves go. He sees Peter's desk and asks if he got his retro tech from a thrift store.

Peter says he got it from the garbage.

Tony calls him a dumpster diver.

"Geez, you don't need to be so rude man." Rhodey said.

Peter tells Tony that he didn't apply for the grant.

Tony says he'll go first then says he has a rhetorical question for him. He pulls out his phone and projects a holographic video of Spiderman. Tony tells Peter that it's him.

"You're spiderman?" Shuri asked.

"I knew it." MJ said.

"How did you know?" Peter asked.

"It's obvious." MJ said.

Peter denies and asks Tony what he means.

Tony shows another video of Spiderman catching a car. Tony says that it was 3,000 pounds and going 40 miles an hour.

"Impressive." Steve said.

Tony tells him that that isn't easy and he has mad skills.

"Please let me never hear you use the phrase 'mad skills' ever again." Rhodey said.

Peter says that it's all on Youtube. He says that it's all fake and it's done on the computer like that one video.

Tony asks if he means the UFOs over Phoenix.

Tony opens a compartment in the ceiling and the suit falls out. Peter catches it and throws it into the closet.

"I mean, there's no use trying to hide it if he's already seen it." Gamora said.

Tony walks up to him and asks if he's Spider man by listing off incorrect names including: Spider-ling, crime fighting spider and Spider Boy.

Peter says he's spiderman.

Tony says he isn't in that onesie.

"Dude."

Peter says it isn't a onesie. He walks over to his desk and says that he was actually having a good day. He says he didn't miss his train, a perfectly good DVD player was just sitting somewhere and he nailed his Algebra test.

"That does sound like a good day." Ned said.

"Yeah, I wish I had days as good as that." MJ said, sarcastically.

Tony asks if anyone else knows.

Peter says no one does.

"Well, not anymore." Peter said.

Tony asks If May doesn't know and calls her unusually attractive.

"Tony... stop." Happy said.

Peter says she doesn't know because she would freak out if she did and he says that he freaks out when she freaks out."

"Well... she knows now." Peter said.

Tony says that he thinks his webbing is cool and says the the tensile strength is off the charts and asks Peter who manufactured it. He tosses the capsule to Peter who catches it without looking.

Peter says he manufactured the webbing.

"Really? Nice."

Tony asks if he's climbing the walls by using adhesive gloves.

Peter says it's a long story.

"Very long story." Peter muttered, remembering when he explained everything to Ned.

Tony holds the goggles to his face and asks if he can see in them.

Peter takes them away and says he can. He says that when what happened happened his senses have been dialed to 11 and there's a lot of input so they help him focus.

"Can I ask what exactly happened?" Bruce asked.

"Uh, yeah, long story short I was on a field trip and somehow I ended up getting bitten by a radioactive spider." Peter said.

"Wow."

Tony tells him that he's in need of an upgrade. They sit down, Tony asks Peter what his MO is.

Peter says he's been him his whole life and he's had powers for 6 months. He says he reads books and builds computers and he'd love to play football but he couldn't before so he shouldn't.

"You would dominate the football team if you played." Ned told Peter.

Tony says it's because he's different.

Peter says he can't tell anyone that so he isn't.

"Makes sense." Carol said.

Peter says when people can do the things he can but they don't, the bad things that happen happen because of them.

"That's a lot of responsibility to put on yourself Peter." May said.

Tony says that Peter wants to look out for the little guy and do his part to make the world a better place.

Peter agrees with him.

Tony tells Peter to move his leg because he's going to sit then asks Peter if he has a passport.

"Tony, I hope you aren't doing what I think you're doing." Steve sighed.

Peter says he doesn't even have a license.

Tony asks him if he's ever been to Germany, then tells him that he'd love it.

Peter says he can't go to Germany because he has homework.

"Gotta admit, that's a bit of a weak excuse." MJ said.

Tony says he's going to pretend Peter didn't say that.

Peter says he's serious and he can't just drop out of school.

Tony says he'd better tell May that he's taking him on a field trip.

Peter webs his hand to the door and tells him not to tell May.

"You blackmailed my kid?" May asked.

Tony says okay then asks Peter to get the webs off.