A sleepy forest, quiet under the crescent moon. Half-asleep sentries in bunkers scattered in a half-circle waiting patiently for dawn and the changing of the guard. Every road leading to the strange, dark fortress watched by tired eyes in the cold depth of a winter's night. This place - this forgotten, hidden place deep in the heart of a country that was nowhere special on its own - held a dark secret of its own, a secret that had gone unnoticed, until now.

As the sky began to brighten with the first promise of dawn, weary eyes glanced up, unaware that they were no longer as alone as they had first thought. Unseen hands had been at work for hours, sabotaging weapons, unlocking doors, weakening barriers, guarded all the while by the best eyes freedom could bring to bear on the problem. In the silence of the pre-dawn, a single radio crackled ....and all hell broke loose.

Three figures swooped in from the skies - one winged, one armored, and one all aflame - casting shock in their path as they honed in on the tall fortress, searching for a way to get inside. In the woods, two motorcycles revved to life, bursting through disorganized roadblocks, past the ill-prepared sentries as they scrambled to aim weapons that now no longer fired, themselves under fire from an archer with unerring aim.

And what was the reason for that sudden malfunction in their defenses" She made herself known in the midst of a knot of fighters better prepared for the approach of the motorcyclists - a blonde figure appearing as though from nowhere, and erupting with some invisible force that scattered the entire group, clearing the road for the advancing attack to pass through easily.

Over the personal radios, Ironman made himself known. "Can somebody remind me why we're not just blasting this whole place into the dust from the outside?"

"Because we don't know for sure who or what is inside yet," Captain America replied as his motorcycle cleared the woods, the presumed leader of this mission, whether Tony recognized it or not. "And we need to make sure we wipe out their data before we blow the place up," he added. If they'd merely gone in guns blazing and blown up the Arctic facility, innocent lives would have been lost, not to mention all the data on the serum Hydra had been working on at the time. Tony hadn't been part of that mission, but Nat and Johnny had.

"So why didn't Invisi-Girl just go in and scout for us?" Tony complained, dodging a surface to air attack with a surprising lack of grace as they circled the tower.

"Flameboy, burn those asses for me, would you?" Natasha sighed, revving her engine to catch up with Steve, both of them heading into heavier fire, as Sue's voice made itself known on the radio.

"Because the Invisible Woman is a mother and a wife, and doesn't think she should have to do all the work here, either."

Johnny might have also pointed out that Sue couldn't do everything on her own, but it seemed his sister was handling the most irascible of their group on her own. "As you wish, Hotness!" he replied, in answer to Nat's request. While he was devoted to his wife, he just couldn't help appreciating how Black Widow looked in that suit. With a graceful swoosh of flame, he swooped down to lay waste to the opposing fire with a little fire of his own, tossing one ball of flame after another to blow up the artillery that was trying to take them all out.

"Aw, leave some for me, will ya?" Clint complained from his vantage point where he was picking guards off a couple at a time.

"Thanks, Flameboy." Nat grinned, revving her engine again as she lined up with Steve. They were going to have to jump the main gate to get into the fortress, but they needed a distraction first.

There was a yelp across the comm channel, and somewhere off to their left, an odd ripple in the air. "Shield!" Sue squawked, sounding winded. "Nasty painful shield!"

"I'm on it!" Sam - better known as The Falcon - replied via the comms. "If a couple of you could try to weaken the shield, I'll try to knock out the generator."

"I can do that!" Johnny volunteered. "Tony, you with me?" he asked, as he veered toward the ripple where Sue had encountered the shield. "Out of the way, Sis! Leave this to us!"

Meanwhile, Steve and Nat's bikes were weaving their way toward the others, the vibranium shield knocking out a few more guards before returning to Steve's back.

"Cool your heels, burning buns," Tony informed Johnny over the comm, but he was right there with the Torch as they attacked the shield.

Sue backed off to join Nat and Steve where they were waiting for the shield to come down, perching herself on the back of Steve's motorcycle whether he truly wanted her there or not.

"Get your ass here, Barton," Nat informed her colleague. "When that shield goes down, we're heading straight in."

"Barton!" Sam's voice was heard again. "Could use a little help here!" he said, as he located the generator and swooped in for the attack.

"Keep your panties on, Nat. I'll be there as soon as I can," Clint replied to his former partner, before answering Sam with a volley of arrows that had little trouble finding their mark. Even before Sam managed to take out the generator, the shield was starting to buckle under the relentless attack from Johnny and Tony.

A burst of laser fire erupted from the watchtower above the gate, aimed straight at the waiting heroes, but Sue had them covered - literally. Her mastery over her shields and invisibility had come on in leaps and bounds since she'd been touched by cosmic radiation years before.

"Would you mind not mentioning my panties?" Nat asked in a pained voice, but not before Tony picked up on it.

"You wear panties, Romanoff" I feel cheated."

"Keep your hands to yourself or I'll tell Pepper!" Johnny chided, though he made little secret about his own admiration of the redhead.

"Can we please focus on the mission and save the arguing for later?" Steve put in, all business when it came to work.

"It's okay, Cap," Sam interjected, preferring to call Steve by his rank, at least when they were at work. It reminded everyone who was in charge here and what was at stake. "I've located the generator. Just give me a minute," he said, just before something went boom, and the air in front of them rippled as the shield came down.

"Boo!" Clint said as he suddenly appeared among the group. "Got room for one more?" he asked, as he climbed onto the back of Nat's bike.

"Cutting it fine, Hawkeye," the redhead chuckled, slamming the motorcycle into full throttle to take on the gate at top speed. She knew perfectly well that Clint was more than capable of getting off a few shots even when the scenery was a blur.

"Oh, look, the kiddies are coming out to play," Tony declared as the explosion of the generator vibrated through the fortress, drawing out even more of the garrison inside. "And you're sure I'm not allowed to kill them a teeny tiny bit?"

On the back of Steve's bike, holding a force field around both of them, Sue blinked in confusion. "How can you kill someone a teeny tiny bit?"

There were already bodies strewn in their wake, mostly victims of Clint's arrows. War was hell, and there were bound to be some dead among the living. It was the price of battle, and even Steve wasn't going to lose too much sleep over it, so long as there were no innocent lives lost. "You do what you have to do," he replied in answer to Tony's inquiry. "But that's not what we're here for, so don't lose sight of our objectives." Aware of a passenger behind him, even if he couldn't see her, Steve warned her in advance before revving the bike and following Nat toward the gate. "Hold on tight!"

One hand fisted in the back of his uniform as the motorcycle shot forward, in time to see Nat and Clint land badly. Their bike slid out of control, but it didn't seem to have any effect on the agents as they leaped off and straight into the fray. The scene was absolute chaos, but one thing was for sure ....the Hydra agents were not prepared for such an assault. Steve's team was already inside their inner perimeter, and closing fast.

Steve's landing was a little better than Nat's, one foot hitting the ground to skid the bike to a stop. He paused a moment to give Sue a chance to climb off, sending his shield into the fray ahead of him, taking out a handful of guards before ricocheting back to his arm, like a boomerang. "I like the improvements," he said into the comms, referring to the upgrades Tony had made to his suit.

"Nice to be appreciated," was Tony's response. A smattering of arc blasts cleared the path for Steve toward the main entrance of the fortress itself as he swooped overhead, narrowly missing a straight up collision with the wall. "If it chafes, do me a favor and don't tell your wife I made it."

"Aww, is big bad Ironman scared of his ickle sister?" Sue teased. "Johnny, get out of the way." As she spoke, a massive ripple of energy swept from her form, cutting a fresh swathe through the quickly depleting forces trying to stop them.

"Don't worry. I'm wearing underwear," Steve retorted, though it was unclear if he was being serious or showing that he, too, had a sense of humor.

Johnny just barely made it out of the way before his sister's energy field cleared a path in front of them. "Jeez, Sis! You could give me a little more warning next time!" he told her as he veered back toward the guards before they could reform, to throw up a shield of flame separating them from the small group trying to force their way inside the fortress. "Easy, peasy!" he exclaimed. "And you're welcome!"

"Don't leave me here," Alyona said suddenly, panic flaring on her face even as the energy at her fingertips seemed to intensify. Perhaps it was an emotional reaction, or perhaps she could sense danger nearby ....whatever it was, the Hydra soldiers who stepped in through the door did not know what hit them. As they were slammed bodily against the walls by tendrils of a power that hadn't been seen before, Alyona cried out in pain, sinking down onto her knees. Whatever Hydra had done to her had certainly had consequences.

"Nat!" Steve called, too late to stop the girl from attacking the Hydra soldiers and draining her strength, but quick enough to catch her before she collapsed. "We have to get going."

The comm crackled to life and Sam replied from wherever he and Clint had disappeared to. "We ran into a bit of resistance, but we're almost done here. Five minutes. Johnny, you hear that?"

Another voice was heard, answering that query. "Ready when you are. What's taking so long?"

"Picked up a stray," Nat answered for Steve, tapping keys on the console she was working at. "Downloaded and wiped, ready to go." She tucked the flash drive into her belt, turning to find Steve holding the semi-conscious Alyona up. "Time to get going. Get the jet here, shovelhead, we're coming out."

There was a crackle on the radio, and Tony answered. "I'm sorry, am I an avenging taxi service now?"

"Let it go, Tony. What we're seeing in here isn't pretty," Steve interjected, knowing Nat didn't mean anything by it and sensing she was more upset about what Hydra had been up to here than she was willing to admit. "Five minutes," he confirmed, slinging the half-conscious girl over a shoulder. This was no time to worry about her hurt pride. "You wanna talk about it?" Steve asked, once the comm was shut down again.

"Nothing else to see here," Nat told him, almost surprised when Tony did exactly what Steve told him to. She glanced at the girl hanging over Steve's shoulder. "Not here," she said, shaking her head. "Not on comms." Privacy was the only way Steve was going to get an explanation of just why Natasha Romanoff - cool, collected, always in control Romanoff - had lost it at the sight of a girl being tortured while onlookers recorded what they saw.

"I'll buy you a beer later," Steve promised with a faint smile that was just for her. Or maybe a vodka, if she preferred. He wasn't into drinking himself, as it did nothing for him, due to his enhanced metabolism, but he couldn't say the same for her. "You have my permission to punch Tony in the nose if he gets out of line," he added with a bit of a smirk, as they made their way out of the room and back down the hall toward the exit. He'd shut his comms off for the moment, so his words were for her ears only.

"Nah, I'll just divert the hot water out of his shower," the redhead said, throwing the threat off to one side as she headed out beside him. To anyone else, it might have seemed as though she was getting back to her usual self; only close friends would be able to see the underlying tension in everything she did and said. "Hey, Flameboy," she added, knowing Johnny would be eager to hear anything that was being said on comms. "You've got a minute - there's an op-room down here that could do with an extra scorching before the place goes up."

"You got it, Nat," Johnny replied, not wanting to push any buttons. He'd heard the tension in her voice when she'd spoken to Tony, and he wanted to stay on her good side. There was nothing else said on the comms for a long while, as Johnny and Sue traded places and he made his way inside, no longer flaming. He caught up with Steve and Nat on their way out, his gaze darting to the girl on Steve's shoulder. "Just one?" he asked, remembering the Arctic mission and the kids they'd rescued and promptly adopted. Like Nat and Steve, he didn't take well to the idea of people being tortured and experimented on, and his expression said as much.

"One's enough," Nat said quietly, pausing to give him directions to the op-room. Her eyes followed Steve's progress, half-torn between concern at how close he was to an unknown quantity, and concern at the way that unknown quantity had been treated here. "Don't forget to catch up to the jet this time. We're all gonna need a debrief."

"Yes, dear!" Johnny replied with his usual flippant sense of humor, though he meant no disrespect. In fact, he respected the hell out of Steve and Nat, more than anyone else in their company, save his sister.

Steve waited until Johnny had departed, his face a mask of carefully-repressed rage. "You know, I swore I wouldn't rest until Hydra was wiped out, and here we are, all over again."

"We're never going to wipe them all out," Nat said, her own voice still tense as they waited within Sue's force field for the others to join them. "Best we can hope for is to knock them back long enough so we can rebuild and counter them in future. Hate to say it, old man, but Hydra's here to stay."

"I'm not gonna stand for it, Nat. This is what they do to people. They're evil, and they need to be stopped," Steve said, his voice adamant on the fact and leaving no room for argument. Even if they couldn't wipe them out completely, maybe they could knock them back a few decades. It was a never-ending fight, and one he wasn't going to be able to finish on his own.

"Regimes make mistakes, but regimes fall," she agreed quietly. "Hydra needs to learn that falling might be their only way to survive." She glanced at the girl hanging over Steve's shoulder, frowning faintly. "I thought I'd never see that machine again," she added, so softly only Steve could possibly have heard her.

"Hey, Cap and kittens, all aboard the magic bus," Tony's voice announced over the comms as above them the air beat down from the quinjet as he brought it in to land.

Steve turned a glance to Nat and arched a blond brow. She'd told him more about herself in that one statement than she'd told him in years. He opened his mouth to reply, but Tony's voice cut him off. From behind them, there came the sound of something exploding followed by the smell of something burning. Johnny was obviously taking care of the op-room.

"It's melting ....melting!" Johnny said over the comms, having way too much fun with his part of the op. "I'll catch up once this place is torched!" he promised.

"On our way," Steve replied, tapping his comm off for a moment, his gaze never leaving Nat's. "If you ever wanna talk about it, I'm a pretty good listener."

"Might take you up on that," the redhead told him soberly, glancing back as Sam and Clint joined them from the fortress. "All aboard, boys, time to go." With Sue covering them from any further fire, she lead the way onto the quinjet, dropping into the co-pilot's seat without another word.

"Take care, Johnny," Sue told her brother, only now letting herself worry about him. She knew he had it under control, but she was still his big sister.

"That's what friends are for," Steve replied, quietly enough that Sam and Clint couldn't quite catch what was said between the pair of them. Of the bunch of them, Clint knew her best, but Steve had a good ear and was more than willing to listen. Steve offered a nod to Sam and Clint, before following Nat onto the jet and carefully depositing the unconscious girl in a seat and buckling her in.

Behind him, Sam and Clint followed, all of them mostly silent now that the adrenaline rush of the mission was starting to fade.

"No worries, Suse! I got this!" Johnny assured her. Fire was his specialty, though it was the inevitable explosion that was most worrisome.

"All right, we're all on," Sue acknowledged, and almost immediately, the ramp began to close as Tony and Nat piloted the jet up and out of the fortress.

Hopefully those soldiers who were left were wise enough to get out, but it was their own mistake if they didn't. It was only when they were in the air that Tony spoke up again, leaving the piloting to Natasha.

"Okay, so ....who's the stowaway?" he asked, pointing at the unconscious Alyona.

Steve flicked a glance to Nat, but she didn't seem to be very forthcoming at the moment. Of all of them, she knew the most about their so-called stowaway, but Steve knew enough to answer Tony's question. "Not a stowaway, a prisoner," he corrected soberly, not always appreciating Tony's sarcasm. "Her name's Alyona. She's Sokovian. Seems Hydra captured her and was ..." He paused a moment, his gaze flicking briefly to Nat's back again before turning to Tony. "Experimenting on her. She's enhanced. Not sure exactly what they did to her, but she seems to have some sort of ability to manipulate energy."

"But she's just a kid," Sue objected, her own frown deep as she looked at the girl. "She can't be more than twenty-one, look at her."

"Some organisations don't care about age," Nat offered quietly. "They care about results."

"Okay, okay ..." Tony leaned back in his seat, turning it around to face the others on the jet. "What is a pre-schooler doing in a Hydra base in the first place?"

"What were my kids doing there?" Steve countered. Though Martin and Lianne, not to mention Liv and Johnny's kids, had been rescued from a different base of operations than this one, he assumed Hydra had had similar intentions in mind this time around. "What's Hydra been doing all these years, Tony?" Steve said, turning the question back around on the man. It seemed obvious once one thought about it long enough.

"Isn't it obvious?" Clint interjected. "They're trying to create an army of enhanced humans."

"Easy, Cap." Thankfully, even Tony could spot the fury behind Steve's calm demeanor. "New question ....what are we supposed to do with her? I doubt she has a passport, they tend not to give them out to weapons of mass destruction."

Steve had gone off on his own after leaving Alyona with Nat, but only momentarily, returning with a couple of bottles of water - one for each of them. "Sorry, it's not vodka, but it'll have to do for now," he told her, claiming a chair beside her and touching his bottle to hers. "Cheers." He was still in his suit, but the hood was thrown back to reveal a face that was surprisingly youthful for over ninety years old.

"Cheers." Nat's sardonic smile was back, but she was definitely subdued as she opened and sipped from the bottle he gave her. She, too, was still in her combat suit, not ready to abandon their newfound enhanced even to change her clothes. She sighed quietly, her smile fading to a frown as she watched the girl sleep. "I know you read my file," she said in a low tone. "I know there's a lot missing from it. Not sure where to start."

"I've heard it always best to start at the beginning," he replied with a smile that was almost teasing. "You don't owe me an explanation, Nat. You don't have to tell me anything, but there's anything you wanna get off your chest, there's no better time than the present." Especially considering the fact that they were alone, other than for the unconscious girl they both seemed so adamant about watching over. There were no listening devices here that Steve knew of, and the others were off taking care of whatever needed doing. They might not get another chance like this for a while.

She was quiet for a long moment, seemingly needing the quiet to put her thoughts in order, to decide just how much to share with him. "There are two methods for brainwashing that I have seen used successfully," she began, keeping her voice low. "One is the method that was used on me - the Red Room training program utilized it to deadly effect. But that is nothing compared to the brutal alternative. They got us young, trained our minds the way they trained our bodies. But after a certain age, it's not possible to change someone's thinking with training. And that's when they use the machine."

"What Alyona was hooked up to, you mean," Steve said, following along intently. He'd known a little about Nat's past, but she was right - both their files were incomplete, hers more so than his. Hydra had tried to brainwash Bucky, once upon a time, but Steve had gotten to him in time, only to lose him again in the war.

She nodded. "It was pioneered during the Second World War," she told him, though she figured he already knew that. "The K.G.B. perfected it in the 50's. It's a neural scrambler - basically, it fires calculated bursts of electricity directly into the brain, frying memories and personality traits. The desired side effect is malleable confusion; the subject is left needing answers to fundamental questions, and if the right person gives them answers, they don't question the source. It's brutal, and it can lead to long-term brain damage if used multiple times. They never bothered to figure out a way to make it painless."

Steve glanced to the unconscious girl, a frown on his face at the knowledge that was likely what Hydra had tried doing to her. "Is it reversible?" he asked uncertainly. If he understood Nat correctly, she hadn't suffered that particular form of brain-washing, but what she had suffered was bad enough.

"With time and care, and a guarantee of no further treatments in the machine, sure," Nat said, shrugging gently. "I delivered people to them, Steve. People who were scrambled and retrained over and over again, until there was nothing left of them but the skills they'd been given. They were like the walking dead; there was nothing human left about them. And it wasn't just used on operatives and agents; they used it on innocent people, to make them guilty scapegoats; they used it to turn good men bad; sometimes it was a punishment to keep someone in line. And every damn time, the room would be full of people - scientists, technicians, ranking officers - just watching, completely impassive, while some poor sap was tortured and rewritten right before their eyes. I was one of those watchers once. I thought, after I joined S.H.I.E.L.D., I would never have to see anything like that again."

"Nat, this isn't your fault. None of this is your fault," Steve assured her, presuming she was feeling guilty somehow because of the things she'd been forced to do in the past, or maybe she was just explaining why she'd reacted the way she had in the control room. "Look, those people ....the things they've done ....They're evil incarnate. I can't even imagine some of the things you've been through, but I saw things during the war. Horrible things. Sometimes you have to make hard choices. I don't have any problem with the choices you made today."

"Calling it a choice is letting me off light." She shook her head, looking down at the bottle in her hands. "A choice implies there was thought involved. I didn't think. I reacted. And some of the people I killed today in that room were there for the same reasons I was once there. Because they were ordered to be. It doesn't make them innocent, but it doesn't make them guilty, either."

"And they would have died anyway when we blew up the building," Steve reminded her. Even if they'd had a chance to escape, it was unlikely they'd have been able to put enough distance between them and the facility to make much of a difference. He glanced at Alyona, who in his estimation was only a few years older than Fliss. "We save who we can, but we can't save everyone." It saddened him to know that, but it was a simple fact of war, and no matter what they wanted to call it, this was war.

Natasha was silent for a long while once again, frowning thoughtfully as she watched the young woman sleep. "She said they should have known better than to try using the machine on her, that they couldn't force her mind," she said in a pensive tone. "She said they made her. And that power ....it's a form of telekinesis, I think, with a visible element in the energy patterns she creates. But what if she's a telepath, too?"

Steve arched a brow. He hadn't really stopped to consider what powers the girl might have or what that might imply. "Then we need to find out how much control she has, and until we do, we keep all of this to ourselves," he told her, lowering his voice, even though no one was around to hear them. It wasn't that he didn't trust the others, but there was no use in telling them anything until they knew what exactly they were dealing with. And it went without saying that none of this got passed along to S.H.I.E.L.D.

Nat nodded slowly. "You or I can talk to her, even if she's more comfortable speaking in Romanian," she added. "The others wouldn't be able to. You're the one she decided to trust. If I had to guess, my money would be on her talking to you when she wakes up."

"That's only because she thinks I'm Captain America," Steve replied with a frown, hinting at his own uncertainty where his alias was concerned. He wasn't quite sure why she would trust him, just because of some trumped up hero created mostly for propaganda purposes during the war.

Natasha tilted her head toward him curiously. "You know that Captain America doesn't actually represent America to people, right?" she asked, wondering if he had worked this out yet. "He wears the stars and stripes, but Captain America protected Britain and Europe during the war, not the United States. He's a global figure, a guy who underwent an horrific experimental process in order to be able to stand up for what was right and good at the time. And now, after all those years in the ice, he's still standing up for right and good, and for the little guy. Most people around the world don't see you as a symbol of a single power, Steve. You represent a protective force, their shield against what they don't understand and what wants to hurt them. You were up there on TV for everyone to see, coordinating the defense of New York - not because it was New York, but because the people needed to be protected. The average guy on the street gets that."

"That was a disaster, Nat. There was too much destruction, and I have to bear most of the responsibility for that. I was in charge. I was giving the orders. I'm the one that told Hulk to smash, remember?" he countered, alluding to some of the personal guilt he'd been carrying around on his own for a few years.

"You know ....you have a bad habit of only hearing what you want to hear, and it's never the good stuff," she informed him. "We're all responsible for what happened, and at the same time, none of us are responsible for it at all. If we hadn't been there, it would have been a whole lot worse, and the world doesn't know how much worse it would have been. They don't know that a nuclear strike was ordered on a civilian population. We do."

"That doesn't help our image in the eyes of the public, and it doesn't help our cause with the Council either." He knew Fury had had to answer to the World Security Council after the debacle in New York, and whether they'd saved the world from a nuclear strike or not, the Council hadn't been happy with the way it had been handled. And now what were they doing" They were still handling things, without the knowledge of S.H.I.E.L.D. or the Council. He knew better than anyone that there would be consequences at some point.

"Are you listening to what I'm telling you?" she asked him bluntly. "The public might blame us as a collective entity for the destruction, but they lay individual differences on us. You, Barton - they saw you on the ground, actively protecting the people, putting yourselves between the innocent and the army attacking them. The Hulk, Thor, and Stark - they're the ones who the public see as reckless dangers. Me, they don't know how to take. You're the face of their protectors, Steve. It counts for a lot."

"Just trying to do the right thing, Nat, but sometimes it's not easy figuring out what that is," he explained, modestly. He paused a moment before turning the subject back around on her. "You know, I can't absolve you of your sins, but I can tell you there's no one I'd rather have at my side during a battle than you. No one I trust more. No one." And that was saying a lot, considering the people he could have picked to take her place.

"You just like throwing me at the bad guys," she drawled, but her smile was back, and that was proof enough that he'd been heard. She appreciated his faith in her more than she could possibly express, and so, she didn't even try to. She just trusted him to know that she wouldn't be at his side if she didn't feel as though he needed her.

"Well, there is that," he replied with a smile of his own. For some reason, he had chosen her as his partner and confidante and, most importantly, as his friend. He didn't even confide in Johnny the way he confided in her. "So, what now?" he asked, as he unscrewed the cap on his bottle of water. "S.H.I.E.L.D.'s been compromised. I'm not sure if I trust Fury. And this isn't gonna sit well with Hydra."