"Spencer!"

Spencer groaned as her ears began to ring and her body screamed in pain—she definitely needed a vacation after this. Steve was shaking her and it took her a few seconds to gather her surroundings. Sam was above on the bridge giving them cover and Nat was nowhere to be seen. "Hey, darling, look at me," Steve grabbed her chin and forced her focus on him, "Any serious injuries?" Steve demanded.

Spencer shook her head and muttered groggily, "A terrible headache."

Steve looked less worried, "Follow me, he's after Nat."

Spencer raised an eyebrow, "Why?"

Steve shrugged, "No idea but come on, she won't last long against him."

Steve heaved Spencer on her feet; she swayed and her vision blurred for a second. She shook her head and held out her hand—a few seconds later her hoverboard smacked into the palm of her hand. She tucked the board under her feet and looked at Steve with a nod. Steve ran off after the Winter Soldier and Spencer did a quick pat down to make sure her guns were strapped to her person—her blades had been missing since she had left those at her shared apartment with Steve.

She leaned forward and the hoverboard shot off towards Steve; her ears listening trying to pinpoint where Nat and the Winter Soldier were at; they weren't far by the crowds of screaming people and explosions. Spencer was just a few seconds ahead of Steve when she caught the Winter Soldier standing on top of a car with his gun aimed at probably Nat.

Spencer threw one of her charged daggers with a grunt.

It sailed through the air with poised silence and struck the Solider in the arm but his armor had been too thick for the blade to penetrate—but the electrical currents of energy were enough to momentarily stun him as Steve jumped on him. Spencer sped by the cars he was aiming at and found Nat clutching her right shoulder—she had been hit.

Spencer sparked a current on her index finger and pressed it into her wound—Nat grunted and clenched her teeth, "The bullet is stuck—fuck!" Nat snarled as the bullet reacted to the energy like a magnet. Spencer pulled her finger back and let the bullet drop from her finger before pressing her index finger against her wound and used her energy to close the wound to stop the bleeding. Nat groaned lowly, "A little warning next time, huh?" Nat panted through the pain.

Spencer gave her a sheepish smile, "Sorry, you were bleeding pretty badly."

Spencer poked her head over the truck they were hiding behind and saw Steve and the Solider going at it pretty hard. She definitely wouldn't have lasted long against the Winter Solider. She probably would have lasted less then what Nat did. This man was an assassin beyond anything Spencer had seen. "How's it looking?" Nat asked through heavy breaths.

"Looks pretty evenly matched," Spencer muttered wondering if Sam was okay, "Jesus, he's a new breed of assassin," Spencer muttered feeling a bit envious.

"Are you seriously jealous?" Nat deadpanned.

Spencer gave her an innocent look, "We need to step our game up."

"I'm actually insulted right now," Nat muttered with a scowl.

"Should we intervene?" Spencer asked Nat watching Steve and the Winter Solider go back in forth—it was scary how similar they seemed to fight…how strange.

"Steve has the best chance of fighting him," Nat peeked over to watch as well, "We would just get in the way." Nat was eyeing something and muttered, "Be right back." She scurried over to another truck and picked up the launcher that the Solider had been wielding. Spencer looked back towards the fight and saw Steve gaining the upper hand for a moment. Steve heaved the solider over his body and threw him back a few feet—the Soldiers lower mask falling off as the Solider rolled and stood up.

Everything seemed to go in slow motion for Spencer. The Winter Soldier turned around and Spencer's jaw dropped. Bucky?! The same shock was on Steve's face as he faced off with his former right-hand man and best friend, Bucky Barnes. Steve let his guard down and said, "Bucky?"

But Bucky glared at Steve, "Who the hell is Bucky?"

Bucky, or whoever this man was, pulled out a handgun and aimed it at Steve—Sam coming in at the last second to kick Bucky to the side but Steve remained rooted to his spot; shocked beyond belief that his best friend was alive after all these years. Bucky glared at Steve and Steve merely stared back looking like an idiot. Spencer rushed forward and threw up a shield as Bucky aimed his gun and shot at Steve.

Whoever this Bucky was certainly wasn't the Bucky Steve once knew and loved!

Nat put her new weapon into play and shot a grenade towards Bucky—but Bucky was somehow fast enough to get away. In seconds, they were surrounded by Shield operatives. Spencer looked at Steve with panicked eyes, "Steve? Steve!" But the man was unresponsive with a blank look of shock on his face.

"Nat?!" Spencer looked over at her mentor, "We can get away, you know we can!" Spencer snapped.

Nat shook her head, looking quite defeated and tired.

Spencer was shoved onto her knees before she knew—guns pointed at them as if they were criminals. Spencer's blood boiled angrily and she could feel the surges of electrical energy zapping off of her. It wasn't enough to deter these men but enough for them to be very cautious of her. She wouldn't abandon her team though the chances of her being able to escape were high; it wouldn't be right and in the meantime, it would get them into Headquarters.

They were shackled and thrown into the back of an SUV. Spencer was irritated and obviously sulking. Sam and Nat sat across from Spencer and Steve. Inside the back with them were heavily armed guards and it only let Spencer sulk even more. "It was him," Steve spoke roughly.

Spencer didn't bother looking at her friend to know he was upset.

"He looked right at me like he didn't even know me." Steve shook his head.

"How is that even possible? It was, like, 70 years ago." Sam frowned looking equally upset that they had been captured without much of a fight.

"He might look like Bucky Barnes but that isn't Bucky," Spencer muttered with disdain.

Spencer looked at her with pleading eyes, "We don't know what happened to him," Steve urged her and sighed, "It had to be Zola," Steve shifted in his seat, "Bucky's whole unit was captured in '43 and Zola experimented on him." Spencer looked at her friend and saw a haunted look in his baby blue eyes. She felt guilty and inwardly sighed.

"Whatever Zola did helped Bucky survive the fall." Steve said looking pained and guilty, "They must have found him and…" Steve flinched and didn't finish his train of thought.

"None of that's your fault, Steve," Spencer frowned at her friend, "You couldn't have jumped off that train and fallen right after him because you would have ended up right beside him."

Steve didn't look like he was buying her words and sighed sadly, "Even when I had nothing, I had Bucky." Spencer wouldn't lie, okay, but she was feeling a bit jealous and possessive right now even though she had no right too. Spencer just clenched her jaw and had a stony expression on her face.

It didn't go unnoticed by Sam and Nat.

Sam was looking at her and cocked his head to the side, "Why are you bleeding?" Sam asked suddenly—Nat and Steve immediately locking their gazes on the young assassin. Spencer sniffed and met their gaze head-on.

"When I hit that building, some glass got stuck into my side—"

"You said you weren't hurt!" Steve snapped looking very upset.

"You asked if I was seriously hurt," Spencer calmly remarked, "And I wasn't, I didn't lie to you. The electrical currents managed to push the shards out of my body but well, my body hasn't been healing as fast as usual." Spencer muttered.

"We need a doctor!" Sam glared at the guards, "She's bleeding and if we don't put pressure on her wound, she might bleed out." The guard with the zappy stick flashed it at Sam as a warning. Sam glared and didn't' say anything else.

It was quiet for a few seconds before that same guard attacked the guard next to them with the zappy stick. Spencer watched as the man or woman slumped into her—repulsed she shoved the person onto the floor. "Ah, that thing was squeezing my brain."

Spencer perked up at the sound of Maria Hill's lovely voice.

Maria took the mask off of her and Spencer almost cried. She had never been so relieved to see Maria's face before. "Maria, I love you!" Spencer cried out with a wobbly lip.

Maria snorted, "Keep the waterworks down, Spence," Maria turned towards Sam with a curious look, "Who's this guy?"

"This is Sam," Spencer grinned, "He can fly."

Maria looked at Sam impressed, "Enhanced?"

"Nah, I got some cool metal wings," Sam answered.

It turned out that Maria was a godsend because she helped the group escape from their armored prison. Once the group was safely tucked into an unmarked van, Spencer begged for food. She was starving. "We need to patch you up first," Maria told her after repeatedly telling the young assassin no and watching her pout in the backseat.

"I'm fine," Spencer muttered.

"Why aren't you healing?" Steve asked.

Spencer shrugged, "I'm not sure."

Nat gave her a deadly look, "How long?"

Spencer faltered and sighed, "A few weeks but it comes back."

"And you never thought to bring it to our attention?" Steve reprimanded her.

"I'm allowed to keep some secrets to myself," Spencer snapped at him, "Just like you all are entitled too."

Steve glared at her but didn't comment. A hungry Spencer was a vicious Spencer. Steve knew it was better to hold off on the questions until Spencer had some food in her stomach. Maria took them to the outskirts of town to a water plant. The group followed Maria into the plant and it was then that Maria called out, "GSW, she's lost some blood."

Someone called out behind them, "Let me take her!"

"She'll want to see him first," Maria informed the man trailing after them.

"Who?" Spencer's heart jolted and she stumbled slightly. Sam was keeping the pressure on her lower stomach where the blood seemed to keep rolling out of her; Steve steadied her quickly and let the young girl put her weight on him.

A plastic curtain was pulled back and Spencer cried out as her knees gave out, "Nick!" Nick, who lay in a hospital bed, turned towards her with a relieved smile. Her heart hammered and her throat seemed to go dry as tears rolled down her tired face. First her father and now Nick! Why was everyone supposedly dying on her and coming back to life!? Spencer inwardly huffed; this is why she had trust issues.

"About damn time," Nick said.

Spencer was treated and as much as she wanted to throw herself at her Godfather, she had to reframe for fear of getting blood all over him. Spencer had been right about the shards being pushed out of her body but the wounds didn't close up. She lost a good amount of blood but was being patched up.

"Lacerated spinal column, cracked sternum, shattered collarbone, perforated liver," Nick listed with a sigh, "And one hell of a headache."

Spencer winced but the doctor treating her said, "Don't forget your collapsed lung."

Nick rolled his eyes, "Let's not forget that," Spencer smiled softly, "Otherwise, I'm good."

"They cut you open," Nat stated with a frown, "Your heart stopped."

"Tetrodotoxin B," Nick explained quietly, "Slows the pulse to one beat a minute. Banner developed it for stress."

Spencer huffed, "I thought you had died…" The pain in her voice made Nick gaze at her softly with some remorse.

"Why all the secrecy?" Steve demanded—he really didn't like being lied too.

"Any attempt on the Director's life had to look successful," Maria explained in her gentle voice.

"Can't kill you if you're already dead," Nick dryly stated and added, "And we had to make sure it looked believable too." Nick gazed at her, "Sorry, sweetie, for putting you through that." He apologized sincerely.

Spencer gave a soft nod as Nick added, "Besides, I wasn't sure who to trust."

Finally, after what seemed like forever, Spencer was given food. They were all seated at a table—Sam opted to stand so Spencer could eat and not overexert herself. Until this mess was cleared, questions about Spencer's healing would have to wait. Spencer was munching away on the meal provided and scarfing it down like some hungry dog.

"Spencer," Nat scrunched up her face, "Copper would be offended right now."

Spencer smirked, "I need food to live."

Nick was seated at the front of the table, gazing at a picture of Pierce. Nick seemed upset that all this betrayal was at the head of Pierce. "This man declined the Noble Peace Prize," Nick spoke casually; "He said peace wasn't an achievement, it was a responsibility." Nick gazed around and dropped the photo on the table, "See, its stuff like this that gives me trust issues."

Spencer snorted in agreement but couldn't voice it because her mouth was full of food.

"We have to stop the launch," Nat spoke up.

"I don't think the Council's accepting my calls anymore." Nick dryly stated as he revealed a suitcase with three program chips in it.

"What are those?" Sam asked.

"Once the hellicarriers reach three thousand feet they'll triangulate with Insight satellites becoming fully weaponized."

"We need to breach those carriers and replace their targeting blades with our own," Nick informed.

Maria quickly followed up, "One or two won't cut it, we need to link all three carriers for this to work because if even one of those ships remains operational, a whole lot of people are gonna die." Spencer watched the tension ease over everyone like a blanket. This was another save the world mission.

"We have to assume everyone aboard those carriers is Hydra. We have to get past them and insert these server blades," Nick explained firmly, "And maybe, just maybe we can salvage what's left—"

"Shield isn't salvageable." Spencer cut her Godfather off.

"She's right," Steve agreed with fierce eyes, "We're not salvaging anything. We're not just taking down the carriers, Nick," Spencer watched with intense eyes as Nick stared at Steve with a surprised look, "We're taking down shield."

"Shield had nothing to do with this," Nick argued back.

"You gave me this mission, this is how it ends." Steve countered plainly, "Shield's been compromised, you said so yourself and hydra grew right under your nose and nobody noticed." Steve momentarily glanced at Spencer and Nicky followed his gaze.

Nick bristled angrily, "Why do you think we're meeting in this cave?" Nick demanded hotly, "Trust me, I noticed."

"And how many paid the price before you did?" Steve asked icily.

Nick was silenced for a moment; glancing at Nat and Maria before answering, "Look, I didn't know about Barnes." Nick relented quietly.

"Even if you had, would you have told him?" Spencer asked though her voice was void of any malice; just genuine curiosity. Nick looked at her for a moment but before he could answer Steve cut him off.

"Of would you have compartmentalized that, too?" It was an obvious jab towards Nick, "Shield, Hydra, it all goes, Nick, doesn't it bother you that they were always close to Spencer? Even after you rescued her? Doesn't it make your skin crawl that they were within striking distance?" Steve demanded angrily.

Spencer flinched—the realization just now hitting her. It did make her skin crawl. All these years thinking she was safe from those assholes only to later learn, they were always there. Who knew how many of her friends had been hydra spies sent to shadow her? "You think I haven't thought of that?" Nick snarled angrily, "Of course it bothers me! I thought I was keeping her safe and doing what was best for her, had I any inkling of hydra forces within our ranks, I would've raised hell."

"You know, he's right," Maria suddenly spoke making Nick glare at her, "What? Steve's right. Shield can't come back to where it was—Hydra made sure of that." Nick scowled at her before turning to Nat—who in her usual fashion leaned back in her chair and made her decision clear. Nick hesitated in looking at Spencer.

It was easy for him to tell his Goddaughter was unsettled by everything that had happened these last few days and even then, they weren't sure if Phil was alright with his special team. For all Nick knew, Phil could be gone again. Nick had to protect Spencer—even if it meant taking down the organization he worked so hard for. He lost his damn eye for Shield!

Nick glanced at Sam surprisingly and Sam shook his head, "Don't look at me. I do what he does, just slower." Nick looked around at the faces around the table and sighed.

"Well," He leaned back in his chair, "It looks like you're giving orders now, Captain."

Spencer smiled and some part of her felt relieved that everything was going to come to an end very soon. She just wanted to see her father again and her dog, too. Suddenly Steve looked at her, "You're not coming with us when we attack Headquarters."

Spencer stared at her friend dumbfounded for a second—his words taking a moment to process in her mind. For a moment, she thought he had been joking but the serious expression on his face said otherwise. "Are you fucking kidding?" Spencer exploded jumping out of her seat to face him—though he was much taller than her.

"Do I look like I am?" Steve responded calmly.

Spencer bristled angrily, "I am coming with you! We started this together and we will—"

"Hydra wants you," Steve interrupted the furious assassin, "I overheard Rumlow talking to some of his guys as they were loading us up into the truck. They were going to kill Nat, Sam, and me but they were going to keep you alive and take you to Pierce for God knows what, Spence, I can't have that information and let you walk into that building."

Spencer's fury melted a look of fear washed over her face. "It's true," Maria spoke up in a gentle voice as if not to spook the young woman, "I was there and heard the orders from Rumlow, Spencer, and I think he's right. We can't let you go on this mission."

Spencer looked at Nat with wide eyes.

Nat rose from her seat and took her little spider into her arms, "I know you're scared and I know you want to prove to those bastards just how strong you are, Spence, but none of us will even think about letting you go on this mission. If they somehow manage to corner you or hit you with a sleeping dart, you'll be gone from our hands and maybe this time for good."

Spencer flinched violently and Nat smoothed down her hair, "Staying here where you'll be safe is for the best, okay?"

Spencer hated being wrong—She did want to go fight those Hydra bastards and show them just how strong she really was, to laugh in their faces, too. She wanted to show them how their plans on her had backfired but Nat was right, too. If she went into the building, Hydra would be waiting and poised to strike. Her nightmares would become reality…and who knew how long it would take the Avengers to actually find her again.

She swallowed this hard pill and nodded mutely in Nat's arms, "Okay, I'll stay."

I might add another chapter for WS, I'm not entirely sure. I just want to get this movie over with, haha. AGE OF ULTRON IS NEXT, BABY, OMG, AFTER TWO YEARS WE FINALLY GET TO THE MAIN COURSE. Guys, I have such a wild story planned out for Spencer. Once we move onto Civil War-OMG I'm so excited! I haven't been this hyped since I started this story. It's gonna be awesome and I kinda have an idea for Infinity War too.

And, I'm kinda excited for some Bucky/Spencer rivalry hehe.