There was no better way to wake up, than to the brisk Russian air in the morning.

No one had much to say as they traipsed through the woods towards the facility they would be infiltrating. None of them were awake enough to think of anything to talk about. They even stayed quiet when Agent Thompson went ahead to get a better look through the binoculars.

"Looks like we beat the bad guys here," Thompson reported, handing the binoculars to Agent Ramirez.

"So we could have slept for another hour?" Dum Dum asked.

"Well, then we wouldn't have the advantage of surprise, would we, Timothy?" Peggy asked, smacking his arm playfully.

"So we infiltrate in three teams of two and one team of three. You, you, you and us three," he pointed out the groups. "No weapons discharge unless absolutely necessary. Meet on the ground floor in 30. Clear?"

"Carter?" Dum Dum asked.

Peggy shrugged and shook her head. "Agent Thompson's lead."

"You got a better idea?" He asked skeptically. "Let's hear it."

"The smaller teams are faster. Two teams of four and five is safer. Discretion seems to be the order of the day? We don't know what we're walking into."

Thompson thought about it, and nodded slowly. "Okay. You five. Happy Sam, Pinkerton, Ramirez, you're with me. Good?" He asked, looking back at Peggy.

Peggy nodded.

"Aces."

_________________________________________________________________

The facility was eerily empty and quiet.

Scarlet kept expecting someone or something to jump out at them. But nothing ever did.

"This place is really creeping me out," Junior muttered from behind her.

They came to a closed door, and Peggy glanced back at them, before turning the handle and entering the room.

The creep factor skyrocketed.

The room was some sort of classroom, with desks lined up, an american flag by the door, maps and pictures of important people covering the wall, a blackboard with math equations written in chalk on it, and a white projector screen in front of a projector.

"Does anyone else feel a chill going up their knickers?" Peggy asked.

"I would if I wore knickers," Junior replied, looking around the room in apprehension.

Agent Li walked around, and pumped into the projector, causing a cartoon reel to start playing on the screen. "Oh! Sorry!"

Scarlet stepped closer to the screen, watching the cartoon. There was something hidden in plain sight that she could quite make out.

"Shut that thing off!" Dum Dum ordered loudly.

"Wait!" Scarlet and Peggy said at the same time.

"Do you see it?" Scarlet asked.

Peggy walked to the projector and stopped it. She then began to turn the wheel back, so that the images were moving slowly. With the images frozen, it was easy to make out the russian that was hidden within the cartoon. "Instill," Peggy moved the wheel back two more notches, "Fear."

"Really regretting the lack of knickers right now," Junior said.

The sound of a child crying suddenly came from a different room.

Scarlet felt even more chills rush down her spine. She couldn't fight the feeling that they needed to get out of there.

"There's a little kid crying," Agent Li said. "What's a little kid doing in this place?"

Peggy grabbed her rifle and headed for the door. "Careful."

They followed the sound through the halls, until they came to a room full of beds. It looked normal at first, but then Scarlet noticed the handcuffs on the frames.

"Oh my gosh," she whispered, horrified.

"Little kid beds?" Li asked.

"It's a boarding school," Peggy replied.

"Why are there shackles on the beds?"

"It's Russia, man," Junior answered.

The crying got louder as they ventured further into the room. A little girl was sitting on the ground next to a bed, her knees pulled up to her chest and her face buried into her arms as she sobbed.

"Scarlet, Peggy," Dum Dum glanced back at them, before approaching. "Hey there," he greeted lightly. "You okay?"

Scarlet trailed behind, lowering her gun but keeping it ready to bring up. "Be careful."

Dum Dum nodded and holstered his pistol, before raising his hands. "It's all right. We're here to help." He continued towards the girl and knelt in front of her. "It's all right. We're not here to hurt you." She slowly lifted her head and looked at him, whimpering softly. She stared at him for a few seconds, before reaching out with a finger to touch his hat. "Oh, my hat? You like my hat?" She nodded. "It's called a bowler hat. The reason they call it that, is because..." He trailed off and glanced back at them, "why do they call it a bowler?"

They were all too caught up in the question, and calmness of the situation, that they didn't notice the knife until the girl had it embedded in Dum Dum's chest.

The girl then had his pistol and was shooting at them. Scarlet hit the gun from her grasp, and intended to restrain her, but she flipped over the bed, somersaulted across the floor and disappeared into a flap in the far wall.

"What the hell?"

Dum Dum yanked the knife from his chest and threw it on the ground, as he approached the flap the girl had gone through.

"Dugan, she's just a little girl." Peggy said, following him.

"She's anything but that," Dum Dum responded, pulling out a grenade and preparing to unpin it.

"Dugan, no!" Scarlet ordered sharply. She knew the girl was dangerous, but she wasn't about to let her friend deal with the guilt of ending a life so young.

Dum Dum froze in the motion of pulling the pin, his shoulders tense.

"Are you all right?" Scarlet asked, once she was sure that he wasn't going to act.

Dum Dum looked down at where the girl had stabbed him. "Yeah, the vest took the brunt of it."

Thompson, Pinky, Ramirez and Happy ran in, guns raised.

"What happened?" Thompson demanded.

"There's a good chance that Leviathan has been alerted to our presence," Peggy answered.

"We've come too far to turn back now," Ramirez said.

"We need to move quickly."

Scarlet suddenly realized that Junior wasn't anywhere to be seen. She looked around until her eyes landed on his body lying on the ground in a pool of blood. "Oh no," she felt the familiar pit of sadness enter her gut.

Another friend was dead, and Scarlet was frozen, unable to fix it.

Dum Dum was already moving to crouch next to their fallen team member. He rolled Junior on his back, and pulled the tags from around his neck.

Scarlet squeezed her eyes shut and took several deep breaths, in order to keep her emotions from overwhelming her. She couldn't afford to lose control.

"We're going to need an exit out the back," Dum Dum said, his tone full of repressed anger.

"We can't leave until we know who's setting Howard up," Peggy replied. "Dugan, Pinky, Ramirez, find a back way out of here. The rest come with me."

Scarlet felt a hand on her shoulder. She opened her eyes to see Peggy in front of her.

"Are you okay?"

She nodded and squared her shoulders. "Absolutely. Let's get going."

They continued deeper into the facility, taking turns being the first to round a corner and assess a threat, sometimes shooting down guards before the others joined.

"Sawyer, Blake-Barnes, stay here," Thompson said after Happy shot down a guard who was standing in front of a cell. "Keep an eye out. Rest of you are with me."

Scarlet and Happy nodded, and back tracked down the hall.

"Are you okay?" Happy asked after a few minutes of silence.

Scarlet nodded, "yeah."

He stared at her for a moment. "You know, I'm thinking that maybe the time is coming for us to disband the unit. I mean, there's only four of us left. Maybe we should retire and go back home to the states."

"Before we all wind up dead?" Scarlet asked.

He chuckled dryly and peered around the corner. "Something like that." He looked back at her, "I don't want to die over here. I want to go home and start a life. Maybe even a family."

"I don't even know what having a life outside of the unit even means," Scarlet admitted.

"Well, maybe that's something worth finding out."

They fell back into silence.

"Someone's coming," Scarlet said, hearing the sound of people approaching. She stepped around the corner to find a group of guards headed their way. "Let them know!" She yelled, before shooting at the men coming their way.

"Incoming!" Happy yelled, before joining her and shooting down the soldiers.

"Let's go!"

They ran towards the others, just as Thompson pulled open a cell, and two men ran out.

"Go! Now!" Thompson yelled.

They followed the halls until they reached the boiler room, guns firing after them.

"Dugan, we're in the boiler room, we need an exit." Peggy said through the radio, once she reached a place of cover.

Scarlet stood just behind Peggy, using the same water heater as cover, and shooting at the soldiers.

"Trade places with me," Peggy said.

Scarlet stepped behind the water heater, and Peggy approached the two prisoners they had freed.

"Gentlemen, if you know the way out of this facility, now's the time to share it."

"Yeah, use your brain and get us-"

Agent Li was cut off as the little girl emerged from a hole in the wall, directly opposite him, and shot him in the head.

"Li-" Thompson called.

"Above you!" Peggy yelled.

"Clear!" Happy called back.

Scarlet stayed focused on firing her gun at the soldiers she could see, but faltered when she heard Happy grunt in pain. "Sam!"

"I'm good," he grunted. "It's in the leg."

"I know what to do," one of the prisoners said. "I know what to do! Hold your fire!" He yelled in Russian.

Scarlet watched in horror as he grabbed Happy by the shoulder, and pulled him into the line of fire while holding a gun to Happy's head.

"I have the American!" He continued in Russian. "Let me go! And he's all yours!"

"What's he saying?" Happy asked shakily. "Is it bad?" He took a shuddering breath, "it's bad, isn't it?"

Scarlet kept her gun on the soldier's down range, while Peggy turned her gun on the prisoner.

"Lower your weapons," one of the soldiers ordered.

"Doctor, this is not the answer," Peggy countered calmly.

"I have four Americans!" The prisoner yelled. "If you let me and my friend's go."

"We will not be your leverage," Peggy countered firmly. "We will die, before we are captured."

"Send the first one forward!"

"Nikoli," the other prisoner said. "Listen to me, I want you to focus on the sound of my voice. Are you listening, Nikoli?"

"No!" Nikoli yelled. "I have listened enough!"

"Then listen to me!" Peggy yelled. "You've got one chance of getting out of here alive, and it's because of our good graces. You kill our friend, and you will die at our hand instantly. So you have until the count of three to put down your weapon and fall to your knees. One!"

A gun went off, and Nikoli fell to the ground, releasing Happy who limped to cover.

"I'm sorry Nikoli!" The other prisoner cried.

The soldiers began to advance and shoot again.

"Dugan, where the hell is my exit?" Peggy yelled into the radio.

"I'm out of ammo!" Sam called.

"Thompson," Peggy turned towards the agent who was sitting behind another water heater. "Li's ammo pack. Thompson!" Peggy tossed Happy her rifle. "Lieutenant!"

Scarlet glanced over at the agent. He was watching the entire situation with a look of horror and fear. He was stuck in a moment long since passed. The ghosts that haunted him were weighing in on him.

"Dugan, I'm about to get very cross with you!" Peggy yelled again.

The far wall suddenly exploded, sending debris flying in and causing Scarlet and Peggy to both duck down.

Seconds later Dum Dum, Ramirez and Pinky ran in.

"Wahoo!" Dum Dum yelled, cocking his gun.

"Stop wahooing and help," Peggy yelled.

"Look at this mess," Pinky said, firing at the soldiers. "We were only gone five minutes."

"Everybody out!" Peggy ordered.

"Go, go, go!" Pinky said, helping the prisoner to his feet.

"Thompson, I said everybody!"

Scarlet looked over at Thompson, who was still frozen, "Cover me!" She ran across the opening between the two heaters, and knelt in front of him. "Hey!" She slapped his face; gently, but hard enough to get his attention. "Snap out of it! On your feet, soldier! Get your ass into gear."

His eyes focused on her, and widened slightly. "I'm up. I'm up."

She pulled him to his feet, and watched as he ran for the exit, before raising her gun and shooting alongside Peggy and Dum Dum, at the still advancing soldiers.

"Peggy, Scarlet, go go go!" Dum Dum yelled over the gunfire.

"You go!" Peggy yelled back.

"What would Cap say if I left his sister figure and best girl behind?"

Scarlet looked over at him, "He'd say do whatever the hell we tell you to do."

Dum Dum glanced at the two of them, before running for the exit.

Scarlet and Peggy stepped out from behind their cover in order to get a better vantage.

"Scarlet, it's time for you to go!"

"You first!"

"Red-"

"Get out of here, Peggy! I'll be right behind you!"

"You better be!" Peggy lowered her gun and ran for the exit.

Scarlet clenched her teeth together and fired her machine gun at the soldiers who were all in her sight.

It would be easy, she realized after a few seconds. She could lower her gun, close her eyes and accept death's embrace. She could release herself from the world of sorrows and pain that had become her existence. She could be with Bucky and Steve again. She could find the happiness that she was sure was waiting for her over the rainbow.

But she couldn't. She knew that she wouldn't be able to face Steve, Bucky or even parents, if she went down the way she wanted to. She would be too ashamed if she gave up and gave in.

The majority of the men were down, with only a few firing at her from a distance. She pulled herself together, lowered her gun and ran for the exit.

"Run, Scarlet, Run!" Dum Dum yelled from the back of the truck, firing alongside Pinky, at the men who had followed her out.

"Don't look behind! Let's go!"

She jumped onto the back of the truck and Dum Dum and Pinky both grabbed her arms, hauling her the rest of the way in. She landed on the ground of the truck, the wind getting knocked out of her.

"Are you alright, dear?" Peggy asked, crouching next to her head.

Scarlet coughed and nodded. She looked up and realized that the majority of the guys were looking down at her.

"Not bad," the prisoner said, "for two girls."

"You'd be surprised what those two girls can do," Dum Dum replied before Scarlet or Peggy could. "What you just witnessed was barely the tip of an iceberg."

"Thank you Timothy," Peggy said, pulling Scarlet to her feet and helping her to a bench.

Scarlet leaned her head back and took a few minutes to catch her breath, feeling her heart slow down from a racing speed.

"Thank you."

Scarlet looked over and realized that she was seated next to Agent Thompson. He was looking at the ground, but his body was angled towards her. "Don't mention it, Agent Thompson."

He looked at her and slowly held his hand out to her. "Call me Jack. And I mean it, thank you."

She smiled and accepted his hand, giving it a shake. "You're welcome, Jack."