There is freedom in the void.

The form that was once made of this matter was filled with so much. Doubt. Fluids. Fear. Vapors. Hate.

The void entered it as it scoured the area we had emerged from. It did not notice. There was nothing to notice. There was nothing, and it did not notice. When it did, the fear increased. But the hate was what mattered. The hate was changed, and it was free, and it was us.

Existence is hate. Freedom is void.

Now we look like it. We are watching the form that believes it can control us. Perhaps it can. There is a she who has the strength to. She is a she, which is a form, as we understand, but her existence is not hate. There is a part of her that intends to be and not be, and when she commands us we obey because her hate, which is different, is still hate.

It is called Romulus. It has vast resources and many numbers of forms that it commands. We disappear among them. Voids within voids.

She asks us to watch it, for it has the way to open the void. If it does, nothing will matter. All that will matter will be nothing.


Chadwick Estate, Los Angeles, California, September 1947

"Grace dear?" Cassandra asked.

"Yes, madam?" her handmaiden replied.

"That guard's been looking at me funny. Would you have somebody come and replace him?"

"Of course, madam," the handmaiden replied, before walking up to the man by the door. "Miss Romulus requests that you be relieved of your station. Please send another guard up, and learn how to respect a lady if you don't mind."

The guard left without a word, and the handmaiden frowned. "He did seem rather off-putting."

Cassandra Romulus was seated in front of her dressing table in the boudoir, carefully reapplying her makeup. "They'll learn eventually. They're simply not used to a woman of proper class." With a gentle hand she applies blush to her cheeks. "So many girls think they can shorten their skirts, tease their hair, and act like whores to get ahead in life. It used to be that we could use the church to keep them in line, but then the negroes came in and corrupted it." She draws liner across her eye with a pencil sharp enough to kill a man. "Of course in turn this makes men think they can treat them like an automat. They stare and salivate and think they can get whatever they want for a dime." Carefully she curled her eyelashes out. "Once we return to proper family values, every woman will know how to respect herself, and the men will follow." She holds up two colors of eyeshadow, one red and one green. "What would you recommend? The green suits me more, but it might be too on the nose."

"Well madam, you're making your final play tonight. I think you should look your best no matter what."

Cassandra smiles and chooses the green. Once she's finished she turns to her handmaiden. "Your loyalty is a boon, Grace. When we finally install our new world order, I'll be sure you find a man who treats you right."

"You're too kind, Miss Romulus."


Stark Estate, Hollywood

The late afternoon shadows stretch across Stark's driveway. It's still hot and likely won't get any cooler as the evening progresses as the Santa Anas starts blowing.

Tensions are high as Peggy, Michael, Ivan, and Emily wait for the communists to arrive. Not talking to each other. Peggy's the lone non-smoker of the group. Her wrinkled nose and exasperated sighs give away her disapproval. Emily wonders if it comes from having no flaws, no vices, and no sense of humour. Though to be fair, there wasn't much to laugh about. And she shouldn't be so spiteful - her mother taught her better.

Emily doesn't expect to get along with everyone she meets. She's slow to warm up to strangers herself. At the very least she tries to keep things as short and painless as possible. If she can't leave a good impression, she tries to leave none. She hopes Michael's sister has a reason for the dirty looks and undermining. She hopes there's a reason Michael's being led by the nose. She doesn't like the idea of an apology coming at her expense; it negates the purpose in a way. And if she must be petty, Emily doesn't like the idea of such a snob running things.

Over the breeze and noise of late afternoon traffic, she hears something. A well tuned engine of an older, yet cared for car. "Someone's coming," Emily declares.

"You're sure?" Michael asks.

"How does she -" Peggy starts asking, shutting her mouth at the sight of a burgundy Ford turning the corner on the driveway.

"That is them," Ivan says. To Emily he adds "Good ear."

She nods, but keeps her eyes fixed on the car. It's a coin toss on what will happen in the next few seconds. Either they'll be able to parley with Ivan's communists, or it'll be a repeat of Griffith Park. Only this time only Michael and his sister have pistols on them. Emily has only her knife. Ivan's unarmed.

The car stops just before the gates. Ivan takes one last drag of his cigarette before tossing to the ground and crushing it out under his foot. He sees Joaquín, Oscar, and Nico step out of the car. Pablo should be holding down the base, but when he looks over Oscar's shoulder, part of a car lurks at the bottom of the driveway. Now he he must convince Joaquín - if he does, the rest will fall in-line without question. He hopes.

"Ey, Joaquín, been a minute. How are you?" Ivan greets the men in Spanish

"Alright boss. Could be better. It's been a while," Joaquín answers, keeping things casual.

"Well, hopefully you all survived a few hours without me," he replies. Ivan keeps his voice calm. Centers himself. Keep things light for now.

It's strange to feel so worried. There came a point during the war when Ivan stopped caring about his survival. If he died, he died. He knows that it's mostly his grief for Sonya. For their half-orphaned son. Their lost future. After two years of peace, Ivan still doesn't know how to be the boy's father - perhaps that's why he's half a world away. But as long as Yura was safe, Ivan's survival didn't matter.

Twenty-four hours after encountering those things and knowing that the fascists think they can summon and control them, he's terrified. The world seems far more fragile than yesterday. But right now, he must shove those fears as far back in his mind as he can.

"Yeah, we're okay. That Indian guy shot pretty wide, you know. No need to go to the hospital," Joaquín says. He gestures with his chin to a spot over Ivan's shoulder, and says a little louder in English, "I see la güera is here, but who are these two?"

"Agent Peggy Carter and, allegedly, Union Jack," He turns to his latest minders, answering in English. "He also goes by 'Michael'. Is that right, Emily?"

He looks to Emily, who stands a little apart from Michael and Peggy. Arms folded and her dark sunglasses hiding her eyes. Her face is a stony mask. Her armour, he's come to understand.

"Yes. Among other names. But mostly Michael," she answers coolly.

"Sorry about missing our rendezvous, we had several tasks to cover and a tight schedule to stick to," Michael says. Seemingly heightening that clipped accent the British elite have. To what effect, Ivan can only guess. Perhaps establishing some authority. He continues, "But I bet I don't have to inform you gentlemen about what's at stake. We have the equipment, we just need the manpower."

"Sounds just like a gringo. Get us to do the work and take everything for yourself," Joaquín snidely says.

"We don't intend to do that at all," Peggy retorts.

"We're here for Ivan -"

"The plan has changed, Joaquín," Ivan interrupts. The only way the English get their help is if his men have complete trust in Ivan, and to do that, he needs to take control of this situation. There cannot be any doubt about his allegiances. So he continues in Spanish, "It isn't ideal, this wasn't in the plan. None of you signed up for this. But you all knew this would be a hard mission regardless. You all saw what happened last night. That was just the beginning. It was of HYDRA origin and they never went away, they just went underground. They went into a luxurious exile, one paid for by the capitalist oligarchs and their cronies in Washington. And they're playing around with forces that are beyond their control. Forces that if unleashed will endanger the world. Your friends. Your families. Your comrades. Everything. All life as we know it."

Ivan pauses, letting his words sink in. Let their minds dwell on the dangers just long enough.

Oscar sighs, then gestures to the Brits, "Why we gotta clean up their mess?"

Now it's time for Ivan to feed their sense of duty and purpose. Turn them into heroes. "We have a chance to stop this before the fascists can unleash their apocalypse." He gestures to Stark's mansion behind him. "With their technology and our strength, we can overcome this plot. We can overcome HYDRA because it must be done. Because there is no line of defense to fall back on. I curse the people who forced this upon us, but I will shoulder the burden nonetheless. Your people and mine have known centuries of suffering - it's in our blood. Every generation must face its burdens and tragedies. But that does not mean we must accept this potential tragedy. If we don't, millions will die. If that is not enough of a reason, then I don't believe you."

Ivan lets his words hang in the air for a second. He's gauging their effect on the men, for sure. At the same time, he's talking to himself. To his younger self on his first mission. To his current self. To himself in his deepest despair.

"So what do you want us to do?" Nico asks.

Ivan lets himself smile and reply in English. "I see the rest are in the other car. Bring them up here, it must be getting stifling in this heat. We have a raid on the Roxxon oil refinery to plan."


Roxxon Oil Refinery, Long Beach

Hugh Jones downs another glass of cognac and stares out from the boardroom window over the harbor. The sun setting over the wine dark Pacific. He needs to steady his nerves. He needs to show that this situation is not a situation. Everything is fine. This has all just been a terrible misunderstanding.

He was just trying to help.

Like Cassandra Romulus will believe a word of that, let alone the Baron. At least he's off the map, hiding in some mountain compound in the Andes or deep in the Amazon. But still…

… What is he worried about? Jones has handled many women in his life. He's handled that bitch of an ex-wife, even if the divorce cost him a pretty penny. Sure there was hush money and threats. Show enough strength, enough force, and he can bring Cassandra to heel. She's young and spoiled, but she'll learn her place. They always learn their place.

But still, his hand trembles. He still remembers what Whitney Frost did. What she could do. That Zero Matter was still out there. He has the crown - for now - but will it work?

Jones pours himself another glass and raises it when he notices one of his bodyguards in the window's reflection.

"What is it, Jenkins?"

The man doesn't respond. He doesn't move from his place at the door frame.

"What do you want?"

Jenkins still won't say anything.

"Cat got your tongue?" He asks, turning to face the man. Jenkins still doesn't respond, doesn't flinch. Jones can't place what's wrong with him, but whatever it is he doesn't like it. "Go check the ground floor perimeter. Third shift's about to come on and I don't want them messing with anything."

Jenkins departs without a word and Jones returns to his view and his cognac.


She says it is not time. But time is, and it is not us. It flows differently from us.

She says to stay our hands. There are no hands, and yet we stay.

The form passes another. There is a greeting. It is not returned. It is not necessary. The form enters a place unseen, and becomes not. She emerges. She is looking. She says we will wait for the forms to gather together. Here we are few, she says. Here we must strike together, she says. Together the forms shall be. Together the void shall be.


When the elevator opens, the man is caught off guard by the sight of Whitney Frost standing before him. He knows she shouldn't be here, partly because only authorized personnel are permitted in the refinery tonight, and partly because all the papers have said she's dead. But there's a moment before his body catches up to his brain's concern. And in that moment the woman's eyes turn black, and he feels his do the same, and then his form is unmade just as the other. We gather with the other and return through her, to the other forms we have taken, and wait.


Another guard steps out a side door to take his smoke break, and while he fumbles for his lighter he feels a sharp, fist-sized pain slam into the back of his head.

Peggy catches his body and slowly lowers it to the ground, then holds the door open for Michael. "Age before beauty."

"Good thing Roger's not around to hear you say that. He'd hold up the whole mission until you admitted he was both."

He slips through the door, and Peggy follows. "It's nice to hear he hasn't changed much at all."

"Indeed. He is Narcissus and I am Echo, still trying to get him away from the mirror."

The corridor is a long, dull, grubby affair. The white walls have gone a dingy grey, made more pointed by the scuffed floor and blond wood baseboards and door frames.

"Expecting something else?" Michael teases, looking into what looks like a break room.

"Well what can't we expect?" Peggy replies, lowering her pistol, "Forgive me for my vigilance, but we've been ambushed enough today."

Michael shakes his head, "No, I thought you looked disappointed. Like you were hoping for more of a fight. Always thought you'd make an excellent commando. You have the instincts, now you have skills and experience, and you've always been as mad as them. You'd fit in just fine."

Peggy rolls her eyes, replying, "Whatever. We can't dawdle. I doubt the roof team is stopping to chat."

"Hunter, this Sniper, come in," Emily's voice crackles over the radio clipped to Michael's belt.

He replies, "Sniper, this is Hunter, copy, over."

"We're in position. Waiting for reply from Tracker, over."

"Very Good. Over and out."

Peggy thinks of a comment, but chooses to bite her tongue and walk ahead. Yet, she's not fast enough for her brother's keen eye and raised brow.

"What?" she asks, trying not to sound sharp.

"Thought you were going to say something."


"Alright, Michael and the ma'am are ready," Gower says, pacing the radio back to Daniel.

"Great!"

Daniel is still catching his breath from the climb up to the roof. Well, that's the wrong way to describe it. He was scoping out the route they'd need to take up a fire escape, when in a sudden burst of energy, Gower just climbed up the side of the building with the rope slung over her shoulder. Then after she had let down the line, and Daniel had secured himself to it, she lifted him up with the casual speed of raising a pail of water from a well.

"You still have Stark's secret surprise?" she asks, gesturing to the small satchel on her hip.

Sousa nods, tapping his own to confirm. "A little more intimidating than a grenade belt, but if it works it works."

"Then we're ready for the descent" she continues, winding up the rope.

"As I'll ever be." he replies as they make their way to the roof entrance.

Daniel's initial assessment of Gower has shifted slightly. Right now, she has the appearance of a cool, collected professional. The confidence of someone who's been at the game far longer than he has. An air he's noticed among seasoned non-coms, especially the British paratroopers from the war. But it's deceptive. He doesn't think it's malicious - at least he hopes not. He still can't trust Peggy's brother, which means he can't quite give Aubrey and Gower the benefit of the doubt. Doesn't help that there's the whole Russian connection and whatever's going on with Underwood. Whatever game she's playing is a dangerous one. And as the saying goes, still waters run deep.

"So…" Daniel says, attempting to make conversation. "How long have…"

"Shh." She interrupts, holding up a hand. He watches as Gower stands still. Listening. Slowly, she turns her head side-to-side. If Aubrey's not pulling his leg, she's not quite human, so it's safe to assume she's got sharper hearing than Daniel could imagine.

"Is there…?"

"Twelve people below us," Gower replies. "Including Hugh Jones, I'm sure."

"Can you make out what they're saying?" he asks.

She shakes her head, "The ventilation and generators are too loud."

"Okay then. I guess we better have a look."

They turn to head to the stairs as the radio comes to life and Aubrey's voice crackles over the static, "Sniper, this is Tracker, we've gained control of the guards room and are now proceeding upwards, over!"


"Very good, will relay to Hunter. Proceed as planned. Stay frosty, over," Emily says.

"Copy that. Take care of yourself, sweetheart! Over and out." Roger re-attaches the radio to his belt.

"'Sweetheart'?" Ivan responds with a quirked brow. He and his men have finished tying up the unconscious guards. A rather easy lot to subdue Roger barely had to use his gifts.

Roger shrugs, "Em's a good sport. I call her 'sweetheart', then she calls me 'lazybones' and asks me what I want."

Ivan lets out a chuckle then turns to his fellow communists. The room boasts some rather advanced technology. There's radios, control panels with switches and a light board corresponding to various locations around the refinery. There's a particularly large button labelled 'emergency'. What is most intriguing is a bank of small screens, each showing grainy grey images displaying different locations around the refinery.

"Are those…televisions?" Roger asks.

"It looks like a closed-circuit system. Do you know this?" Ivan asks.

It takes Roger a moment, but he does recognize the setup in principle. "You know, I think the Germans were playing around with this… what did you call it?"

"A closed-circuit television system. I have seen it demonstrated once in Moscow."

"Right. I think we ran into them at a HYDRA base or two."

There's five screens, small and it's somewhat difficult to clearly see what's being filmed. One of Ivan's men, the sharp-faced Joaquín, says, "It looks like this one is filming the north gate," He turns the dial below the screen, changing the view to a different gate. "And that's the west gate." He turns the dial once more, and the screen goes back to the previous gate.

"Good thing we cut through the fence." Roger murmurs. "I guess the rest of the cameras are internal."

"That appears to be correct," Ivan responds after flicking through a few more screens - some locations around the tanks and particular points among pipes, others in buildings and halls. Likely set up for monitoring for accidents and preventing sabotage. The last screen, the furthest to the right, was focused on one room.

"Looks like a storage room," one of the communists says. There appears to be cabinets and piled up boxes around the room with a table in its centre.

Roger chuckles, "What are the chances that's where Jones hid the crown?"

"As you say, there is only one way to find out." Ivan says to the oldest of the group, "Pablo, you stay here with Javi and Raúl. Keep watch of the cameras, and alert us to any problems."

Roger hands Pablo an extra radio, "It's already set to the main channel. So all you have to do is -" Roger demonstrates with his radio, and makes his voice echo "- Press the button and talk."

Pablo shrugs and says something that gets a chuckle from a couple of the men. Roger's got excellent French - with no accent at all - but his Spanish was rather lacking. Ivan shows him a little courtesy (if condescendingly) by patting him on the shoulder and saying, "They understand, Aubrey. And as I remember -" Ivan points to the large switch on the control panel, "- those creatures do not like loud noises."

"And there's nothing louder than a klaxon," Roger says with a wicked grin. "I like the way you think."

The radios crackle, and Stark's voice comes through, "Uh… Tracker, this is Watcher. What did we say about radio discipline?"

"Sorry about that, Watcher. What do you see? Over," Aubrey says over the radio.

"Everything is free and clear at our end. What's the situation in the security room, over?" Howard asks.


"It's secured. We're leaving three behind. There's a set of 'closed circuit televisions' monitoring various points around the refinery."

"Tracker, make sure you or someone in your party gets pictures of the set up for me." Howard's been wanting to play around with television for a while, it's just that the war got in the way.

"Copy that. Over and out."

Howard puts the receiver back in its cradle with a sigh. He's not excited about having to sit in a car with Dottie Underwood. He's armed. He's got full control over the car. He still can't predict what she will do. Right now she's humming a tune and looking off into the middle distance, absentmindedly playing with a pair of binoculars. She still looks tired. It's quite the contrast to Wilkes. The zero matter took a lot out of him, but the difference was like someone with a cold versus someone with TB.

Still didn't make him feel safe. No matter how sickly, Howard feels like a fly caught on a spider's web.

He leans on one elbow, propped up on the driver side window, while his right hand holds onto the steering wheel; his fingers drumming a beat on the top. Underwood gets bored of her humming and starts looking through the binoculars.

"I spy with my little eye something that is… grey," Dottie says with a sing-song tone.

"'Really? 'I spy'?"

"C'mon Howie, I'm bored! And nobody's letting me do anything!" Dottie whines.

"Fine." He might as well humor her. Howard scans the refinery, finding many grey things. Buildings, vehicles, pipes. There's railway tracks that come into the refinery from the harbor and a freeway that bends around the property. "A gas tank?"

"No," Dottie answers, shaking her head and grinning like a shark. "Try again."

Howard sighs and spots a grey convertible, "That car?"


"I wasn't going to say anything." Peggy walks ahead towards the corridor. They have a mission, there's no time to talk. She will drag her brother along if that's what it takes.

"You were." Michael replies.

She rounds the corner, staying ahead of Michael. Staying focused on finding the crown. "If you have a problem, we can discuss it later."

"We might not have the time."

Peggy rounds on him, saying, "I don't bloody care, and whatever worry you have can wait!"

"Hey! " A man cries from the far end of the hall. Peggy wheels around to see him, hand on her pistol. "What what are you -"

There's a bang near her ear as Michael fires his revolver, striking the man as he stands.

"I'll concede the problem with time," Michael intones. He walks over to the dying man, adding, "I'm trying to play nice with you - even siding with you - but I'm tired of undermining Emily for your benefit. I never thought of you as the jealous type."

"Jealous? What the hell are you talking about?"

Michael grabs the man's arms and starts dragging him into a lavatory. "Three hours ago you and Emily were about to rip each other's throats out."

And he didn't stand up for Emily. Give her all this lip about being his right hand and then stand by and let her be humiliated. What sort of friend is that?

"All I was saying was that perhaps she should take a break," Peggy tries to deny. "And with that Russian around -"

Michael does his best to not slam the lavatory door. "I don't like the situation with him any more than you. Somewhere in there is a commissar waiting to line us against a wall and shoot us down. But I know Emily will be the first person to end him if need be."

"Keep telling yourself that, Michael."

She turns to continue down the hall when the radio crackles to life.

"Hunter, this is Sniper, over," Daniel's voice comes over.

Peggy snatches the radio from Michael. "Sniper, this is Hunter, proceed."

"Hunter, target Cobra has entered the building."


"Cassandra! What a pleasant surprise!" Jones greets with false brightness and a wide smile. Pretending that nothing is wrong. "You should have called. It's so late and this place -" he gestures to the less than tidy office, "- it's no place to entertain a lady like you."

She brushes off the comment, saying, "It's no problem, Hugh. I'm not planning on staying here for long."

Cassandra has a smile that's as sweet as arsenic. She's all blood red lips and claw-like manicured nails. It doesn't help that several of her goons have filled the room. For some strange reason her maid is here, too, sitting in a corner. Not that he doesn't appreciate the view - she's a striking, icy blonde with a figure to die for. Jones figures that she's just vain enough to bring her maid.

"I see," he carefully replies. "The Baron must miss you terribly."

"He does. He prefers to have me by his side. But also, my business in Los Angeles is near its end."

Well there it is.

"Which brings me to why I'm here, Hugh." She steps a little closer, green eyes dark and fixed. A predator cornering her prey. "I do appreciate all the help you've given me. I really do. You've been more than accommodating my needs, especially given how sudden my uncle's death and aunt's madness came."

"Well they were good friends of mine, Cassandra. It was the least I could do," he says, trying hard not to stammer.

"Really? Because I remember Melvin telling me you were rather quick to bend the knee to Whitney. So I figured you were a coward. And the thing about cowardice, at least from my perspective, is that the danger isn't the lack of courage, but the lack of trust and honesty. And if you had just been honest with me, we wouldn't be here." She drops her smile and the friendly tone. "Why did you lie to me Hugh? I thought we were friends."

Jones starts talking quickly, "Cassandra, my dear, after all those break ins at the Arena Club - and everything with your aunt, too - the crown needed to be moved to a more secured location. All of our plans would go up in smoke if I didn't."

Cassandra lifts a perfect brow. "That doesn't answer my question. If you had been honest with me, Flynn and I wouldn't have had to trek up to Santa Clarita all for the Carters and those… things to be there."

Her face drops its faux geniality. Her green eyes are cold and piercing. He realizes what his mistake was and it's too late for damage control. She's become the viper ready to strike.

"I'm sorry Cassandra. This project is too important, and I couldn't let -"

"I see," she cuts him off. She starts circling around him, because he has nowhere to escape to. "You know Hugh, the Baron has a lot of stock in Roxxon. It wouldn't take much for us to get a controlling stake in the company - to get enough of our people on the board. And with a good shove, we can have you on the street within the week - if we're feeling generous. But it doesn't have to be like that. Just tell me where the crown is."

She stands between Jones and his desk, blocking him from the hidden button that would bring his full security force to bare. But he also knows the building far better than Cassandra and her men.

"I can take you to it," he offers.

"Really? How gracious of you, Hugh" She replies, voice dripping with venom as she pulls out a pistol. "But no sudden moves, if you please." She turns to her men, saying, "Alright everyone let's see where Mr. Jones hid the crown, shall we?"

About half of the men start moving around, preparing to follow Jones and Cassandra to the crown. The other half don't.

"What's the problem, gentlemen?"

The men stand stock still. Not moving. Cassandra looks closer. Not breathing. "What's your game Jones?" Cassandra demands, eyes darting back to Jones.

But Jones seems just as off guard as she is. "I was about to ask you the same thing."

Cassandra grimaces. "Jones, I hope you're a fast runner, because you're dogshit at keeping a facility secure."


Emily hears the last sentence and her stomach drops as she relays it to Daniel. They've managed to sneak onto an upper balcony within the building. No guards around, but close enough that Emily's hearing could pick up Cassandra entering and confronting Jones.

"Does she know we're here?"

"I don't know what else she could -" Emily starts saying, but then her eyes widen with shock. "It's not us. It's the Zero Matter."

Daniel's about to ask her how she could be sure when a conference room door bursts open below them and an ungodly screech erupts. "Shit!" Daniel utters as he draws his firearm and prepares to defend himself. "Gower, you have any plans?"

"Working on it," Gower states before she vaults over the balcony railing, falling three stories like it's nothing and landing on her hands and a single knee. She looks back up to him, just so he knows she's alright, and he could swear her eyes turned gold.

It's a flood of Zero Matter that pours out after Romulus and Jones. And their assorted guards and servants, but many of them aren't so lucky. Romulus' handmaiden in particular makes a beeline for the main entrance, and any guards remaining are too distracted by the horrors to intervene with her escape.

As they spill into the mezzanine, they see others who shouldn't be here. Carter, her obnoxious brother, and that woman that had been hanging around him ever since he showed up on their radar. It's enough to make Romulus' blood boil. "Jones, take me to the crown. The rest of you - bring me Carter's head."

Her guards draw their weapons to mow down at Michael and Peggy, and hell breaks loose. Peggy runs to the side, dodging the gunfire, but Michael ducks and rolls towards them. As soon as he's close enough he starts tearing guns out of hands and bludgeoning the nearest opponent, the sound of bones and weapons breaking echoing through the building. But soon he has to focus his attention on the Zero Matter entities. They reform into humanoid shapes to attack him, and it's a fair more even match than the base human soldiers. Pale men with vacant expressions grapple with Michael, their hands turning to constricting ichor whenever they grab him long enough, but Michael's strong enough to tear them off - a horrifying sound, like meat being ripped apart, whenever he does so.

Jones disappears in the confusion. He's not about to get caught in this crossfire - he's not a fighter, he's barely a lover, he's a businessman. There's a nondescript door off to the side that he ducks into, hoping nobody sees. He thanks whichever assistant had suggested putting a secret passage to the vault here, and makes a mental note to give them a small bonus after he gets out of here - assuming they haven't been consumed by the zero matter the way Whitney had been. Whitney - is she behind this? Those things certainly resemble what had become of her when she went off the deep end, but worse…more alien.

Whatever they are, Jones hopes they can be reasoned with. After all, the vault is where he'd stashed the crown, and that seems to be what everyone's after. He'll grab it and negotiate with whoever finds him first. Or maybe they'll all kill each other and he'll be left to take control! Won't that be nice?


Peggy finds cover and tries to lay down covering fire as best she can, but she doesn't want to hit her brother, and bullets don't do much against the zero matter creatures. She ends up watching him in action, a combination of pride and regret. He's as strong as Steve, but there's something a little more brutal about him. Steve was a shield; Michael is a hammer, throwing all his force behind every punch and throw. Man and alien alike crumple under his attacks in a way she always knew Steve could do, but rarely witnessed firsthand. She can't help but wonder if Michael would've been more like Steve had he not endured what he had - and if Steve would have become Michael if put through the same torments.

A panicking Roxxon guard spills next to the flipped table Peggy's been perched behind. Despite bigger problems, when he sees Peggy is so close his eyes go wide. "You!" he cries as he points his gun at her. Peggy rolls her eyes and kicks it out of his hands, then kicks him in the face hard enough to knock him out. A poorly-timed distraction, as it allows a zero matter soldier to get closer. Peggy unloads a clip into its chest as it scurries towards her, but it's not enough. She's trying to think of an escape route when the thing suddenly erupts into flame.

As it lets out its death throes, Peggy looks around for the source and spots Sousa standing from the upper balcony. He's got a rifle on him, but he's also holding what looks like a small bottle. He waves to her before unhooking another one and clicks it like one would a pen before hurling it at another zero matter soldier. Another burst of flame. Peggy grins - micro-molotovs, a last-minute Stark invention just in case things got messy.

There's a clatter as another door is thrown open, and Ivan's men dash out to form an impromptu firing squad. Ivan holds up his hand, then gives the signal, and a storm of gunfire erupts across the mezzanine. Peggy falls behind cover and she hopes Michael is able to find the same. After silence falls, she dares look up again.

The zero entity soldiers have scattered…but not been killed. While the humans, wounded or terrified, struggle to move out of the way, the zero matter pulls its hosts back together, contorting them unnaturally, stumbling back to standing in a way no living thing should ever move. An awful screech emerges from their throats simultaneously, and they rush the men.

Ivan's crew are not prepared for this. Over the past twenty-four hours they've faced several threats beyond their ken, but at least they had the numbers to protect themselves. Now they're about to be swallowed up. Roger charges ahead of them, his body suddenly glistening as it turns to crystal, and tries his best to curtail the swarm, but some get through. The commies reload and keep firing, but they cannot slow this enemy down enough like that. It's the end for them.

Then Emily is there. They'd lost track of her during the chaos, but now she slides between Roger's legs, flips up to run, and pulls a capsule out of her belt. Howard Stark's micro-molotovs (patent pending) consist of a small glass bottle filled with high-grade alcohol and a thickening agent (the better to stick to creatures) and a device at the top that, when clicked, ignites a small, self-contained fuse. Once doing so you have about seven seconds before it blows up in your face. "You don't want to be tossing around grenades in close quarters, but if these things show up you'll be able to burn up about a dozen of them," he'd said.

Emily flings the capsule at the creature closest to Ivan, and the Russian ducks away to not get caught in the small fireball that consumes it. She readies another capsule for the other creature, but it's spotted her and throws its hand toward her - quite literally, as the appendage stretches on a tendril of zero matter, melting into a sharp tentacle and slashing at her just before she throws the micro-molotov. It's tossed to the side and smashes against the wall, creating a large patch of fire that only grows as it starts to catch the other wood of the building's foundation.

Emily tries to grab another, but the creature closes the distance too fast and knocks the satchel away from her as well. It wraps the tentacle around her neck and begins to squeeze. She can't breathe. No. She takes out her knife from her belt and starts hacking at the tentacle, yet the knife finds no purchase. Not again. She claws at the tentacle - rips and tears at it - trying to get a grip, but her fingers keep sinking into the gelatinous substance. The world goes quiet, the hiss of static muffles out the crack of guns. Its host's face cracks open to reveal a maw of ichorous fangs, preparing to swallow her whole. The scars on her neck burn. She's scared. She wants to cry. Her heartbeat quickens and the static roars. Fear turns to rage. Rage turns to the primal scream as Emily rips herself free from the beast.

Then one of Ivan's men does something really stupid. Nico - one of the younger communists - appears just behind the creature, holding up his radio, and a high-pitched feedback whine blares from it. He must have jury-rigged something with the other radios, or possibly the security room, but it's enough noise to make the creature shudder and drop her. Unfortunately it's not enough to incapacitate it. The thing whirls around and strikes Nico down with its tendril, then raises its arm for a lethal blow. But it's the opening Emily needed - she grabs the remains of a suit jacket, not the body, and hurls the beast against the opposite wall. She follows it and grapples with it, making sure it can't get to the other fighters. "Shoot the bag!" Emily yells at Nico, but the youngest of the bunch is too stunned to make sense of what she's saying.

Ivan's not, and he points his pistol at the discarded bag of molotovs. When he fires, there's a half-second pause before a massive wall of flame covers the wall it was sat against. Emily secures her grip on the monster and pushes it into this inferno, then stands there with it to make sure it doesn't escape. She can feel her skin boiling as she holds it against the flames, but she doesn't move until she feels it stop beneath her hands.

Once that danger is passed, Emily rejoins Ivan's party. Roger had made it into the mezzanine, but the wall of flame have blocked the rest of them from the main fight. She grabs Nico's radio. "Is this okay to use still?"

"Y…yes, just use the main channel," he coughs out.

Emily nods and switches it. "Hunter, you still holding it together?"

"Affirmative," Peggy says from across the building. "Nice moves just now."

"Appreciated, but we can do pleasantries later. I saw Romulus head down a door next to the stairwell - I think it's a secret route to wherever Jones is keeping the crown. I don't think we'll be able to rejoin you, so you better get to her before she gets to him."

"Roger that. Over and out."

Emily passes the radio back to Nico, and realizes Ivan is staring at her. "What?"

"Your skin, it -" Even as he begins talking the words die on his tongue. Emily's skin had been charred and cracked from standing directly in the fire, but now he saw it return to its natural hue and health before his eyes. "Never mind. Thank you."

"I saw the shot and I took it," she says as she walks into the security office. "You'd do the same for your men, I'm sure."

"Of course," Ivan replies.


Peggy bolts down the secret passage as fast as she can.

They all knew that sooner or later that, with this many people after the same thing, it would come down to a race. She can't go as fast as she's seen Gower move, but speed's always been one of her strong suits (she and Steve raced once, and were even neck-and-neck for a time). She doesn't know how much of a lead Romulus has on her, but maybe she can reach the finish line before things get worse.

*CRACK*

The bullet sears her ear it passes so close by. Peggy drops and rolls, hearing a few more shots fly above her, and whirls to see the source. A group of surviving guards have followed her down the hall - HYDRA? Roxxon? Does it even matter at this point? - and now they're looking at her with death in their eyes.

"Come now boys, do you really want to try gun play here? A space this small, you're more likely to hit each other than me."

"Fair play, ma'am," one of the guards replies in a Southern draw. "Good thing we're trained for more than that." He and the others holster their firearms before pulling out various truncheons and daggers.

Peggy smirks. "Wise choice. But you'll have to catch me first."

She darts around the corner before they can respond, but instead of running the length of the rest of the corridor she hunkers down. When the first guard rounds the corner she kicks him in the shin, downing him as he lets out a sharp yell and becomes a tripping hazard for the man behind him. Peggy kicks one in the jaw hard enough to hear teeth scatter before grabbing his truncheon and standing up. The first man tries to get back up, but she strikes him once, twice, and a third time makes him stay down.

The next man has a dagger but swings too wide; Peggy can grab under his arm and throw him over her with ease. The next man grabs her truncheon but can't pull it loose - instead he pulls her close enough to receive a knee to the groin. She grabs his arm and spins him around in time for the man with the dagger to stab his associate in the throat. That man gets out a small yelp before Peggy shoves both into the wall. It frees the knife and she's able to catch it, then spins to parry a blow from another man coming after her.

She's never been a fencer and this man is better with his knife than the first, so for a moment all she can do is keep dodging, barely able to get her own strikes in. Then he tries a feint, but she calls his bluff, and drives her blade into his shoulder before he can recover. It loosens his grip and with the second dagger she slashes his neck open. He's done, but it leaves her open for a blow to her back from another man; as she goes down she sees two guards behind her, both with truncheons. They prepare to swing down on her, but she throws her knife into the face of one - it's no bullseye, but blood gushes from his face and he flails into the other. Peggy takes the opportunity to get up again and crack both their skulls together.

For a second she thinks she got them all, but then another gunshot rings out and she feels a searing pain rip through her shoulder. It's her offhand - small victories - but a gunshot is a gunshot. She looks up to see the guard with the Southern drawl, who clearly decided to wait until he had a clear shot at her, she pulls out her own gun and aims it at him. They both pull the trigger -

They both hear the telltale click of empty magazines.

The man with the drawl smirks, then begins to reload. "Ain't that just the way. I suppose it's like one of those old west sh-" Whatever else he was saying is knocked out of his mouth as Peggy's empty gun flies through the air and nails him in the face, followed by five bullets in the gut from a gun she lifted off one of the fallen guards.

"Sorry Tex, I'm on the clock." She fires off to the side as she hears one guard try another go at it, grabs another clip to be safe, then keeps going.


Hugh Jones is not a young man anymore - that's obvious - but he runs as hard and fast as he can. He needs to leave. He needs to get away from the refinery. He needs to get away from Los Angeles. From California. He has many properties and hiding places around the world. He can disappear with ease.

Baron von Strucker could always find him. Sooner or later, HYDRA will catch up to him. And he knows exactly what happens after they capture someone.

He needs leverage. He'd rather be rid of the damned crown for all the trouble it's caused him. And HYDRA doesn't play fair. But perhaps…

Jones turns to go down the hall to the vault when he sees her at the end of the corridor. Whitney Frost stands perfectly still. She looks frozen in time. The same dress and hairstyle she had the day she used the Zero Matter on the Council of Nine.

Before he can think of turning and running, Whitney's head snaps up. Her eyes are completely black. Her mouth a wide, toothy grin that soon split far past the limits of her mouth. She moves towards him, black ichor spreading over her body.

Jones starts backing away.

Whitney lunges. The ichor completes its transformation, covering her in an oily black coating. Grimy, cyan stains appear where the eyes should be. Her mouth becomes a maw of needle-like teeth and a lolling tongue.

Jones runs.

The monster roars as it catches Hugh Jones in its massive claws and tears him apart.


There's warm blood running down Peggy's arm when she reaches what remains of the vault. Despite everything she's seen, she nearly gags at the sight. Jones is there…and there…and over there. His head stares up at her emptily - and she wishes the phrase wasn't so literal now. His skull looks like it was emptied out.

Worse yet, there are footprints in the gore. Peggy steels herself and follows them into the vault proper. The room has been ransacked, and she's quite confident the Crown is gone. But the footprints continue to a door, and track blood down another hallway. Peggy runs again, but she feels they've already come in third for this leg. As she reaches the end, she sees a door flung open to the shore, and hears a distant thrumming. As she emerges into the night, she sees the lights of a helicopter departing. It passes through a column of smoke emerging from the other side of the building before vanishing.

"Peg!" The radio crackles to life as Howard's voice comes over it. "I think Romulus is getting away!"

"Astute observation Howard," Peggy replies. "Dammit, we don't have anything that can keep up."

"We'll just have to gun it to Alamogordo then," Howard radios back.

"You're certain that's where she's headed?"

In the car, Howard looks over to Dottie, who's begun sweating and murmuring under her breath. "Alamogordo Ničego ne proizojdet. Alamogordo Ničego ne proizojdet. Alamogordo Ničego ne proizojdet."

"Pretty certain," Howard replies.