Inside the Helicarrier, Steve was confronted by Bucky and Louise.

"People are gonna die, Buck, Lu," Steve said. "I can't let that happen." Bucky and Louise stared at him coldly. "Please, don't make me do this." Seeing Bucky and Louise wouldn't back down, Steve threw his shield at him and the three started battling each other. As they fought, Steve managed to bring up the targeting blade system, but as Bucky and Louise attacked him, the chip fell from Steve's hand.

The three continued fighting, dropping down levels. Bucky stabbed Steve in the right shoulder and he pulled out the knife with a yell.

"Drop it! Drop it!" Steve yelled and as Bucky continued to hold the chip, Steve broke his arm and held onto his throat until he passed out and let go of the chip.

TRISKELION - SHIELD HQ - OFFICE

"I'm on forty-one, headed towards the south-west stairwell," Rumlow said. Just then, Sam attacked Rumlow, but Rumlow managed to knock Sam down. "This is gonna hurt. There are no prisoners with HYDRA, just order. And order only comes through pain. You ready for yours?"

"Man, shut the hell up," Sam retorted.

They both went to attack each other.

HELICARRIER

Bucky shot, hitting Steve in the left leg as he climbed up.

"Thirty seconds, Cap," Hill warned.

"Stand by," Steve said as he got the chip out. "Charlie..."

Louise raised the gun and Steve was was shot in the stomach and he began to fall. He leaned against the wall in a daze and glanced down at the spreading crimson liquid.

HELICARRIER BRIDGE

Charlie Weapons Tech said, "Target saturation reached. All targets assigned."

Charlie XO instructed, "Fire when ready."

"Firing in, three, two, one." At that moment, Steve managed to get up and place the chip in the Helicarrier's targeting blade overriding the system and locked it down.

"Charlie locked," Steve said as he watched the targets go offline.

"Where are the targets?" Charlie XO asked. "Where are the targets?"

"Okay, Cap, get out of there," Hill instructed as she got the Helicarriers weapon targets to open fire upon each other.

"Fire now," Steve ordered.

"But, Steve..."

"Do it! Do it now!"

Reluctantly, Hill made the Helicarriers open fire on each other. Steve, still inside the Helicarrier, looked at Bucky and Louise below him. Back at the Triskelion, Pierce watched the Helicarriers as they were firing at each other.

TRISKELION

"You're out of your depth, kid," Rumlow said.

Suddenly, the first Helicarrier crashed into the Triskelion and Rumlow was caught in the destruction.

Sam said to Natasha who was in the helicopter as they sprinied away, "Please, tell me you got that chopper in the air!"

"Sam, where are you?" Natasha asked.

"41st floor, north-west corner!"

"We're on it, stay where you are."

Sam desperately tried to get away from the destruction the Helicarrier was causing to the building.

"Not an option!"

As the building was being destroyed, Sam jumped out of the window as Natasha and Fury flew their chopper barely in time to catch him.

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