[Hill has taken the trio to a secret facility, a man runs towards them; referring to Natasha's wound]

MARIA HILL: GSW. She's lost at least a pint.

SAM WILSON: Maybe two.

DOCTOR: Let me take her!

MARIA HILL: She'll wants to see him first. [Hill takes them to Fury who's alive and lying in bed, the trio look at him in shock]

NICK FURY: About damn time. [later as Natasha's wound is being treated] Lacerated spinal column, cracked sternum, shattered collarbone, perforated liver, one hell of a headache.

DOCTOR: Don't forget your collapsed lung.

NICK FURY: Oh, let's not forget that. Otherwise, I'm good.

NATASHA ROMANOFF: They cut you open, your heart stopped.

NICK FURY: Tetrodotoxin B. Slows the pulse to one beat a minute. Banner developed it for stress. Didn't work so great for him, but we found a use for it.

STEVE ROGERS: Why all the secrecy? Why not just tell us?

MARIA HILL: Any attempt on the director's life had to look successful.

NICK FURY: Can't kill you if you're already dead. Besides, I wasn't sure who to trust.
[inside a bank vault, the HYDRA agents fix Bucky's metal arm and as they do, he has a brief flashback to his old life after he was recovered by Zola and the HYDRA agents]

Dr. ARNIM ZOLA: Sergeant Barnes... [he has to flashback to falling off the train at the edge of the mountain with Steve trying to save him]

STEVE ROGERS: Bucky, no! [he then has flashback to after he's picked up by Hydra agents]

Dr. ARNIM ZOLA: The procedure has already started. [we see the Zola and the Hydra agent amputating his left arm and replacing with the metal arm] You are to be the new face of HYDRA. [to his men] Put him on ice.

[We see Bucky being frozen after which he comes back to the present and knocks over the HYDRA agent fixing his arm, Rollins points his gun at him to stop him attacking any further. Pierce enters the bank vault Bucky is being held in]

SCIENTIST #1: Sir, he's...he's unstable. Erratic.

[Pierce enters with Rumlow and some other HYDRA agents and goes over to Bucky]

ALEXANDER PIERCE: Mission report. [Bucky; looking blank, doesn't respond] Mission report, now. [Pierce moves closer to Bucky and suddenly strikes him hard in the face]

JAMES BARNES: The man on the bridge... [he has flashback to Steve calling him by his name] Who was he?

ALEXANDER PIERCE: You met him earlier this week on another assignment.

JAMES BARNES: I knew him. [Pierce sits in front of Bucky]

ALEXANDER PIERCE: Your work has been a gift to mankind. You shaped this century, and I need you to do it one more time. Society is at a tipping point between order and chaos. Tomorrow morning we're gonna give it a push. But if you don't do your part, I can't do mine, and HYDRA can't give the world the freedom it deserves.

JAMES BARNES: But I knew him. [Pierce turns to the scientists]
ALEXANDER PIERCE: Prep him.

SCIENTIST #1: He's been out of cryo-freeze too long.

ALEXANDER PIERCE: Then wipe him and start over. [the scientists strap Bucky in his chair and then place a teeth shield in his mouth as they begin the process of wiping his brain with Bucky screaming in pain]

[Back at the secret hideout, Fury is looking at a photo of Pierce]

NICK FURY: This man declined the Nobel Peace Prize. He said, "Peace wasn't an achievement, it was a responsibility." See, it's stuff like this that gives me trust issues.

NATASHA ROMANOFF: We have to stop the launch.

NICK FURY: I don't think the Council's accepting my calls anymore. [Fury opens a case containing three chips]

SAM WILSON: What's that?

MARIA HILL: Once the Helicarriers reach three thousand feet, they'll triangulate with Insight satellites becoming fully weaponized.

NICK FURY: We need to breach those carriers and replace their targeting blades with our own.

MARIA HILL: 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.

NICK FURY: We have to assume everyone aboard those carriers is HYDRA. We need to get pass them, insert the server blades, and maybe, just maybe, we can salvage what's left...

STEVE ROGERS: We're not salvaging anything. We're not just taking down the carriers, Nick, we're taking down S.H.I.E.L.D.
NICK FURY: S.H.I.E.L.D. had nothing to do with it.

STEVE ROGERS: You gave me this mission, this is how it ends. S.H.I.E.L.D.'s been compromised, you've said so yourself. HYDRA was right under your nose and nobody noticed.

NICK FURY: Why do you think we're meeting in this cave? I noticed.

STEVE ROGERS: And how many paid the price before you did?

NICK FURY: Look, I didn't know about Barnes.

STEVE ROGERS: Even if you have, would you have told me? Or would you have compartmentalized that too? S.H.I.E.L.D., HYDRA, it all goes.

MARIA HILL: He's right. [Fury looks at Natasha then Sam]

SAM WILSON: Don't look at me. I do what he does, just slower.

NICK FURY: Well... Looks like you're giving the orders now, Captain.

[Steve stands on a bridge and has a flashback to the time he
spent with Bucky after Steve's mother's funeral]

JAMES BARNES: We looked for you after. My folks wanted to give you a ride from the cemetery. [they walk towards Steve's apartment]

STEVE ROGERS: I know, I'm sorry. I just... kind of wanted to be alone.

JAMES BARNES: How was it?

STEVE ROGERS: It was okay. She's next to Dad.

JAMES BARNES: I was gonna ask...

STEVE ROGERS: I know what you're gonna say, Buck, I just...

JAMES BARNES: We can put the couch cushion on the floor like when we were kids. It'll be fun. All you gotta do is shine my shoes, maybe take out the trash. [as they get to the apartment door, Steve tries to find his keys, Bucky kicks a brick aside, picks up the apartment keys from under it and gives it to Steve] Come on.

STEVE ROGERS: Thank you, Buck, but I can get by on my own.

JAMES BARNES: The thing is, you don't have to. [Bucky gives Steve a friendly pat on the shoulder] I'm with you till the end of the line, pal. [Steve's thoughts of Bucky are interrupted as Sam joins him on the bridge]

SAM WILSON: He's gonna be there, you know?

STEVE ROGERS: I know.

SAM WILSON: Look, whoever he used to be, the guy he is now, I don't think he's the kind you save. He's the kind you stop.

STEVE ROGERS: I don't know if I could do that.

SAM WILSON: Well, he might not give you a choice. He doesn't know you.

STEVE ROGERS: He will. Gear up, it's time. [Steve turns and starts to walk off]

SAM WILSON: You gonna wear that?

STEVE ROGERS: No. If you're gonna fight a war, you gotta wear a uniform.

[later as a guard (Stan Lee) walks in the Smithsonian Museum
when he looks over to the Captain America exhibit he notices the Captain America WWII uniform on that was on the dummy has been stolen]

STAN LEE: Oh, man. I am so fired!