Ellie had grown accustom to being abruptly awoken in the middle of the night. Having spent a year travelling the wild between the quarantine zones, her sleep cycles had been interrupted by the whizzing of bullets, the shrieks of runners, the booms of thunder that bookended a rain storm, and Joel's snoring. Though that last one could be easily remedied by a swift kick, at which point he would roll over and go silent.

All of these things had been experienced on a handful of occasions.

On this particular night however, she was introduced to an entirely foreign form of wakeup call.

She'd made it back to the house at about half past midnight, having completely the standard check in at each of Jackson's residences. Surprisingly enough, the process had actually been rather fun. In between her houses she'd chatted amiably with Jonah, who had enough music on him to fill almost an entire day. He knew music even better than she did. Maybe he'd spent his scavenging time plundering old music shops as well?

Either way, he was a great person to talk to. His manner of speaking lacked all the awkward pauses and stumbling stammers that made her conversations with Jimmy a somewhat pain in the ass.

By the time she'd curled up for bed that night, she'd decided that she liked this newcomer.

This decision evaporated the moment she woke up to a leather hand closing like a vice around her throat.

Light as a ragdoll she was pulled from bed. Airways cutoff, a scream caught in her throat. Instinctively her legs flailed outward to strike her attacker. Her feet found only air, and her flailing's grew frantic as the situation mounted. The leather clad hand turned her gaze a hundred eighty degrees, directly face to face with her assailant.

In hindsight, she really should have seen this coming. But then again, considering all the scientific mumbo jumbo and techno babble that turned out to be involved, it was kind of understandable that she, and everyone else, had been fooled. Still, it was kind of obvious when you thought about it.

Jonah's blue eyes twinkled in the sparse moonlight that fell in through the living room windows. All the casual friendliness had evaporated from his gaze, replaced by a cold, steely stare that could probably melt snow if he concentrated hard enough.

"Good evening, madchen" he drawled in an accent she couldn't identify. It was thick and clipped, but in a way that showed he was speaking that way out of a conscious choice instead of linguistic restrains. "My apologies to have to wake you in such a manner, but I have a schedule to keep. You understand, of course."

Even in her restrained, voiceless position, Ellie could see that his attire had changed as well as his voice. Gone were the tattered jeans and t-shirt of a wandering teenaged survivor, replaced by an ensemble made almost entirely out of black leather. He wore a crisp black military style uniform with the strange tentacle-skull coin attached to his lapels. A dark flowing trench coat was worn over the rest, and in the shadowed room it gave him the appearance of a ghostly specter, a spirit of death.

Ever so slightly he slackened his grip, allowing just enough opening in her windpipe for a steady stream of hair. Turning, he made to exit the building, carrying the girl at arms length.

"Fear not madchen" he told her in the same amiable tone of conversation he'd used to discuss music earlier that night. "Your life is no danger as of yet. The Cordicheps fungus that riddles your mind requires a living host to sustain itself. You'd hardly be of use to me as a corpse. Unfortunately, I can't say the same for your acquaintances. They're quite expendable should they refuse to cooperate."

Brain being clogged by his vice grip, Ellie hadn't heard much beyond her own direct vicinity. Her senses had been stifled to the point where they perceived only Jonah, his grip, his breath as he talked.

On the porch though, her senses came crawling back.

Screaming sounded from all directions, punctuated by loud thwooming noises like the rushing of wind. Blue lights flashed in her peripheral vision, and the shadows of fleeing people disappeared as suddenly as they appeared, the only evidence of their bodies forlornly falling ashes.

Gunshots were interspersed among the firing of strange energy weapons, wielded by the few members of the militia that had managed to scramble on such short notice. They were losing, and badly at that. Nearly half a dozen already laid sprawled dead on the ground, the rest huddling behind cover and peering out to take shots at the intruders.

The people who weren't, or couldn't fight back were being herded into the area around the common house where they were forced to their knees by the prodding of silvery rifles with glowing blue chambers set where the stock would be on a standard gun. Women were clutching crying toddlers to their chests, and the whole scene permeated despair.

Ellie hoped against hope that at least a few people had managed to make it to the hidden bunker set up in the common house basement.

Probably. But if the vivacious manner in which these black clad soldiers, who all wore the same skull-tentacle insignia somewhere on there uniforms, was any indicator, they'd probably end up finding them no matter how well hidden they were.

Hatred laced anger boiled in Ellie's gullet. Most other girls her age would probably be crying, and admittedly she felt like it, but that urge was overshadowed by the urge to find her switchblade and carve this fucker up until he resembled a cleaned deer carcass. Jonah chuckled heartily at her expression, though he said nothing. Thank God, she already hated the smug cunts voice.

As he paced onto the street nearby soldiers stopped their work and saluted him with two raised fists. He waved them off casually with his free hand, gaze focused on a pair of newly captured prisoners under special guard before the common house doors.

Tommy and Maria knelt side by side, flanked by two soldiers who held weapons ready at their temples.

"So here we have Jackson's fearless leaders" Jonah greeted them. "It's quite an impressive setup the two of you have here. A working power plant, more than serviceable defenses, and a population of young people large enough to sustain several future generations." His cold blue irises turned to Maria. "Though admittedly, I was quite surprised to see you here, Agent Hill. Domestics never seemed your racket. I barely recognized you with the changed hair color, the age lines or the growing offspring in your belly."

Maria glared coldly up at him, defiant and unwavering. She could feel the bulging eyes of Ellie and her husband boring into her like a drill. Choked as she was, Ellie couldn't comment on it. Tommy did instead.

"You know this bastard?" he asked in a heated whisper, afraid to speak too loudly as to provoke their captors.

"Only tangentially" Jonah answered for her. It was clear he found the entire situation either highly amusing. Either that or he was just a nutter with an anomalously large human resources department. "She was a Shield agent some two decades back. Her actions made my attack on the headquarters of my enemies all the easier. Her, and the legislation she advocated for before the World Security Council."

"Fuck you, Schmidt" she spat back at him. Jonah, or Schmidt as she'd called him, clicked his tongue disapprovingly.

"That's hardly a way to treat a guest Agent Hill. How rude of you. No matter. This place will make an excellent western headquarters for my men. Your people are free to stay on if they're willing to serve as a labor force. Deviants will be eradicated of course, but otherwise I'm sure they'll find it an agreeable existence, and you needn't worry about the girl." Ellie felt her feet sway uselessly beneath her as he gave her a shake. "She has a vital purpose to serve. You and your husband won't be quite so fortunate. I know deviants when I see them, though I won't have the pleasure of seeing you eradicated. I have a schedule to keep."

As if on cue, a whirring noise sounded from somewhere above. Bits of miscellaneous trash paper and fallen leaves began stirring from the ground as an enormous helicopter came into view overhead. It circled the settlement, gatling guns mounted to the sides, each manned by a soldier in a face covering helmet.

Ellie stared. She'd never seen a chopper actually fly before, only the remains of various crash sites. Fear blossomed like mushrooms in her stomach beside the anger. He was going to fly off in that thing, with her in tow.

"Are you ready to depart, sir? The settlement is almost completely secured" said a soldier. Schmidt shook his head.

"Not quite. Have you found the man I asked for?"

"Yes sir. We found him near the eastern wall, resisting."

Schmidt seemed to have expected this.

"And how many men did he kill before he was apprehended?"

"Seven, sir." Schmidt nodded.

"Very well. Bring him to me. I wish to speak with him before I depart."

"Yes sir!" the soldier saluted with that same two fisted gesture and darted off into the semi-lit darkness.

Schmidt loosened his grip on Ellie's throat, and she fell to the ground in a heap. Her hands flew to her neck. There were definitely going to be marks, she could already feel the dark purple forming beneath her skin. How the hell was he so strong? Her struggled hadn't fazed him in the slightest, absorbing them like a breeze, and he'd held her high above the ground without lowering her an inch for several solid minutes. Before she even had the chance to contemplate fleeing, a pair of soldiers took hold of her arms.

"Watch her" their leader commanded bemusedly. "She's spirited, that one. Hesitate for a moment and she'll cut your throat. If she does so by the way, hold your fire. Her life means more to me at the moment than any of yours."

"You're a sick fuck, you know that?" she said bluntly, not a trace of restraint in her tone.

"I've been told such things before, madchen" he drawled in reply. "But I prefer the term advanced. Though you'll have had little education in these wastes once called America, you're no doubt familiar with the term 'survival of the fittest'? I'm simply exercising my evolutionary rights. For example, were I to reach over and rip the babe from Agent Hill's womb with my bare hand, would I be committing some horrendous crime? Of course not. Agent Hill would be unable to stop me, and thus she would have no right to stop me. That is the truest rule of this world madchen, those who seize what they desire with no thought to the consequences.

Ellie blinked. Okay, this guy was definitely not military. The military had a tendency to be self-righteous, jingoistic bastards in their campaign to maintain order, but they weren't evil. This guy on the other hand….

"You….I honestly don't what to say to that. You're seriously screwed up in the head." Schmidt shrugged.

"Am I? I wouldn't be so certain, considering your father figure operates under a quite similar philosophy. Though no doubt he hasn't told you as such. Ahh, here he is. Mr. Joel, how nice of you to join me."

Ellie turned to see a triad of soldiers escort Joel out of the darkness between two squat buildings. His eye was blacked and swollen. Blood dribbled from a cut on his lip, and his hands had been secured behind his back. All his weapons had been taken, obviously. Despite his injuries he still managed a venomous glared, interrupted only by the concerned glance he shot Ellie as he caught sight of her.

"Mr. Joel" Schmidt said again. "Brother to Mr. Tommy here, and the man responsible for the final extinction of the Fireflies. It's a pleasure to converse with you." Joel ignored him.

"You alright, baby girl?" he asked Ellie.

"I'm fine" she said, shaking at the hands restraining her just a bit. Her mind was racing a thousand miles a second, a thousand more questions forming amidst her angry terror. Extinction of the Fireflies? What crap was he going on about? It made about as much sense as the dozen other references to stuff she didn't understand.

"It's rude to ignore a man addressing you, Mr. Joel" the Red Skull admonished. He made a hand gesture and Joel found himself being forced violently to his knees. "That's much better."

Squatting down on the balls of his feet, Schmidt made his gaze level with the man who, in appearance at least, was several decades his senior.

"You and are very much alike, Mr. Joel."

Joel said nothing

Schmidt continued .

"We are, Mr. Joel, I ways neither you nor your young ward seem to comprehend. Allow me to elaborate. You see, I've had my eye on young Ellie here for quite some time. An immunity is quite the rarity, so of course I jumped at the opportunity. Unfortunately my forces had been deployed elsewhere, plundering an old government warehouse. Your government saw fit to confiscate the Fuherer's trinket's after the war's end, courtesy of a very determined archeologist, Jones I think was his name. But I digress.

So, recently, I began following the girl's trail. It's quite the trek the two of you made from Massachusetts. But until my men reached St. Mary's in Utah, my interest was soley in the girl. After investigating the place however, I'll admit that you piqued my curiosity Mr. Joel."

Reaching into a fold of his trench coat, he withdrew a silvery rectangular device. Some kind of digital recording device.m

"You may not have noticed during your rampage, but our Fireflies friends had installed a reasonably well managed surveillance system. Six low grade camera, two in the stairwells, three in the corridors, and one in the operating room wherer you retrieved the young madchen. Apart from that, nearly two dozen hidden microphones spread throughout the building top to bottom, including the garage below ground. That was quite the display you put on my friend. And that is where our similarities lie."

"What are you talking about?" Ellie broke in. Her voice was cracking just a little. Honestly, it wasn't like she hadn't expected Joel's obvious lies to be peeled away. She'd known perfectly well at the time that they'd been lies, but at the time she'd needed comfort and reassurance more than the truth. Because the truth sort of sucked when you get down to it.

Not everything had been said aloud, but already the pieces were beginning to fall heavily into place.

The extinction of the Fireflies.

A rampage.

Didn't get a lot more obvious than that, did it?

A soldier jabbed her in the ribs with the butt of his rifle. The Skull raised a hand, a nonverbal command to stop.

"He didn't tell you what happened in the Spring, did he? Obviously not. Ah the things we tell to our children. Misleading platitudes that perpetuate the ever so prevalent false statement 'everything's going to be alright'. Pity. I'd hoped you were above such things. But not everyone can be a picture of perfection. However I still find your actions incredibly admirable, and astonishing in their execution. A single man slaying forty three militiamen and a single surgeon in his singleminded pursuit of his own desires, unbound by the constrains of petty morality. Other men I know would've walked alone out of that hospital, stoic in the idea that they'd let a loved one die for the sake of humanity.

But not you, Mr. Joel. You recognize the simple truths of the world. That morality is just a delusion that the small use to hold back the great. All that matters is personal drive and desire, not some worthless quest for a vaccination. And as you'll soon learn, I AM humanity. Humanity as it was meant to be, at it's peak of potential. Anything done without my input is a crime against Darwinism."

He stopped his monologue for a moment, stood up to full height, and paced on the street.

Though they didn't turn their heads, Tommy and Maria were staring at Joel, trying to decide whether these words had any real merit behind them. Not that now was really the time to be pointing figures or judging past actions, considering they'd all probably be dead as soon as the German guy's gloating speech was over. Were that not the case Tommy probably would've decked his brother by now, demand a few answers, then process them in an agonizingly slow way.

"There were Genesis tanks in the hospital basement, Agent Hill." Schmidt said over his soldier. "You may not have noticed Mr. Joel, but I certainly did."

"That's impossible" Maria said in a voice that nearly became a screech of denial. "The Genesis project was scrapped six months before I left Shield."

"The lies of Nicholas Fury never end, do they?" Schmidt drawled. "There were twelve tanks in use, eleven of which held malformed husks. One however was empty, and had produced a viable specimen if the control panel was to be believed." He turned on his squeaky leather heels to face Ellie.

"Your friend Marlene was quite the woman. Ambitious, fearless, and willing to do things other rebellious factions would consider far too grotesque in order to achieve her goals. Did you know that not only was she second away from having your life ended by the scalpel, but that she had plans to do so another dozen times? That's impressive. I have quite the blood record on my hands, but I can't say that I've killed the same girl thirteen times." He let out a long, crackly sigh. Flexing his fingers, the joint popped beneath his gloves.

A revolver, not an energy weapon, of a strange model folded out of his coat sleeve. A swastika was stamped into the grip, painted in blood red and tinted with black. He approached the bearded man on his knees, gun ready.

"This conversation has ended, unfortunately. I'd offer you membership among my men, Joel, but considering what I intend for young Ellie here I don't think you'll find that agreeable. As to your life, well" he smirked devilishly. "How did you pit it? 'You'll just come after her'?" The barrel was placed against Joel's forehead. It was cold and foreboding in it's presence.

A gunshot rang out, but Joel didn't drop.

At that exact same moment three other shots sounded.

BANG!

BANG!

BANG!

Three Hydra soldiers collapsed, heads replaced by bloodied stumps, the remains of brain matter and bits of white skull spread out in fan formations. A sniper rifle from somewhere to the west, and whoever was wielding it was an absolute master of the art.

Schmidt himself had spun on his heel and fired into the darkness, completely indifferent to his fallen men. He shot four more times. The bullets were obviously finding their mark somewhere, with each shot a crumpled bullet could be seen ricocheting off in all directions.

A white star appeared out of the night, painted on a large metal disc at the center of red and blue rings.

"Captain Rogers!" Schmidt called in an almost manic declaration, a mad grin spreading over his features. "How kind of you to join me!" He glanced at the headless corpses. "And you brought the Widow with you. Splendid. I presume the copy is with her?"

The man who stepped into the light was dressed in what Ellie could only describe, and would later describe to a friend, as a tattered American flag made into a suit of patriotic armor. Mainly it was blue, with red and blue stripes at cdertain places and stars on the shoulders. He wore a helmet with an A on the front, and white wings painted on the sides.

He held a large metal shield on his forearm, and held a pistol in the other hand.

However, that wasn't what was most striking about him, believe it or not. The most striking thing was the fact that the 'Captain' and Schmidt had the same face. Same blonde hair, same blue eyes, same carved cheeks and chin. What separated their looks was the age difference. The newcomer was at least a decade older looking, twenty six, maybe twenty-seven, while the Red Skull looked to be in his teens.

"You're still using my face, Schmidt" Captain America commented. Baby blue eyes were seething with hatred. Hatred beyond comprehension, reason or convincing otherwise. The hatred expressed at a mortal enemy.

"Of course" said Schmidt. "You should be flattered. Only your body was worthy to replace my first. The serum that empowers us has made us brothers bound in blood, Steven."

"You're no one's brother, least of all mine." He spoke with calm authority that held a tempest beneath every syllable. "Leave these people alone now, or I'll make you and every one of your men regret it."

" I assume you have more than just the Widow here with you. Two expert combatants are hardly enough to match me. Who else then? The Iron Lad, Cage, or perhaps the Valkyrie? The girl with divine blood so cruely tainted by that of a human womb?"

Whatever the answer really was, the Captain didn't give it. In a single moment he'd closed the distance between him and the skull by half. As he ran he flung his shield to the right where it bounced between two soldiers faces before returning to his forearm in a perfectly orchestrated display of geometry.

Then, as the fighting broke out, chaos took over.

Having only one set of eyes, Ellie wasn't quite sure how it was that the all out warfare began in that moment. One second the shield was thrown, the next, Tommy, Maria, and a handful of other Jackson natives had been freed and stood up to fight back against the invaders, and Captain America was engaged in perhaps the most viciously brutal display of hand to hand combat Ellie had ever seen. And she'd seen Joel stomp on more than a few windpipes.

Bullets whizzed past the dueling pair as they fought at blinding speed. Arms were black and blue blurs pummeling one another, bouncing off other limbs and the shield, visceral emotion radiating off them like heat from the sun.

Suddenly, Ellie felt the guards beside her collapse, hands slackening around her arms. One had gone down from the gunshot fired just three inches from her left ear. The other had a large hunting knife jammed between the plates of his neck armor. The hilt was held by a figure exactly the same height as her, with a hood so ridiculously baggy that no face was showing at all. A bow was slung over her back, with a quiver full of strange metallic arrows.

"Here" a female voice said from behind the fabric. She placed a second knife in Ellie's fingers.

"Thanks" Ellie said, twirling the weapon over once in her fingers. It didn't matter right now that she had no idea who this girl was. Really it was an easy choice in terms of trust. Strange girl with no face and a bow, or the crazy guys in masks? Trick question.

"Ellie!"

Hands still bound with ropes Joel sprinted to their side, ducking as one of the older Hopkins boys tackled a Hydra soldier to the ground.

"Joel!" she embraced him quickly, just a split second, before quickly cutting his bonds. Next to her, the hooded girl had gone visually stiff.

"Here" she pulled a loaded pistol from her boot and handed it over to Joel. 'We…we have to get moving. I'm with the Captain…his people can help us but we have to help clear this place out."

Ellie nodded. She looked up into Joel's aged face. Confusion was probably the most overt emotion she was feeling right now, mind reeling from an overload of new information. What exactly had happened with the Fireflies, and why? And, would that be information she really wanted to hear?

"We need to have a talk, alright?" she said. It wasn't a question. They needed to talk. And it wasn't going to be pleasant. Eyes downcast, Joel nodded. He'd known this was coming. He hadn't wanted it to come, so of course here it was.

"Gotcha" he replied, the blazing of gunfire reflected in the glass of his eyes.

The three of them were sprinting down a back alley within the next minute. A quick run through their house equipped Ellie with her own bow. Without having to be asked the strange new girl handed her three of her strange arrows with large, bulbous heads that had blinking red lips around the tip.

"Detonator heads" she explained quietly as they ran. "Just make sure you're not too close to your target….that could get real messy."

Fighting was erupting in all directions. While the Captain and the Skull fought near the common house, the fifty or so soldiers and the militiamen had taken up the affair with gusto. Not twenty feet could be crossed without coming across a broad fisted brawl or ducking a half dozen bullets. From somewhere outside the settlement sniper shots periodically rained down, taking out Hydra men with cold proficiency.

When the trio approached the gate they found a rather heated portion of the fight. Twelve Jackson men ducking behind the old car wrecks that flanked the town entrance for cover, going up against five heavily armed opponents. Jimmy was one of them. Sweat ran in torrents down his freckled face. His fingers were quaking on the trigger of his pistol. Fighting wasn't something he was good at. Weapon design and maintenance, yes, using them, no.

Wisely, he didn't call out to them. They hadn't been seen yet. Joel tapped them each on a shoulder.

"I'm gonna go left" he told them, chambering a bullet. "Draw em out. You take 'em out."

It was an incredibly simple order, but no further instruction was needed. They understood. Though Ellie wouldn't know until later why this new girl worked so well with her and Joel, she'd done it before.

The two girls crouched low against the concrete, bodies concealed by night and the dark pallor of their clothing. Arrows were knocked in their bowstrings. Almost rhythmically the beeping of the detonator heads filled their eyes, melodious as the beating of war drums.

Wildly Joel charged leftward away from the gate. Taking note of the sudden movement the soldiers turned their sights on him, firing shots that he avoided by the skin of his teeth with a strategic roll into a nearby alleyway. The trashbin leaned their quickly became so bullet riddled that it resembled an enormous ammo clip.

Shoulder to shoulder Ellie and her hooded friend climbed up on one knee, bowstrings pulled back. The few Jackson onlookers who could see them would later recount that they appeared as mirror images of one another, their bow technique matching as perfectly as their body language.

Two arrows soared towards the soldiers.

Each found it's mark in a Kevlar covered chest, and the beeping intensified a hundred fold.

Red lights turned yellow, and…..

BOOM!

Though only two of them had been hit directly, the resulting detonations were more than enough to send the six Hyrdra soldiers flying in a hundred different directions, their limbs and entrails in a hundred others. For a moment the ringing of metal and the resonance of the explosion hung in air, punctuated by the fight continuing around them. Then the Jackson Militia stood up from behind their cover.

"Okay then boys" Joel said, stepping into view, easily taking command of the newly assembled force. "We got work to do. Weasley, you stay here with the Malones and hold this spot. Anyone else comes in shoot the fuckers in the head. Everyone else, you're with me. We get to the center of town and we-"

Enormous helicopter blades cutting through the air silenced his string of commands. A spotlight grafted to the underside of the craft shone down on them. Clinking noises could be heard as the Gatling guns began rotating into life, spraying ordinance at an ungodly rate.

Two militiamen, including one of the Malone brothers, went down in an instant. The rest scrambled for cover.

So intense was the copters firing rate that it tore asphalt from the ground with each strafing rotating it made above the gate. Car husks were eviscerated in the blink of an eye.

Joel dove back behind the nearest house while Ellie and the other girl did the same at the opposite side of the small street.

Ellie squinted down at her bow, fitting a second detonator arrow onto the string. A copter would be a bitch to aim at. Thankfully, she wouldn't end up needing to aim at all. The copter was taken care of.

Were it not for the spotlight illuminating a new figure, she'd of missed it.

She, and it was clearly a girl, appearing no older than thirteen, had seemingly leapt from somewhere over the next block. Leapt an entire block, into the sky at least a hundred feet, entirely under her own power.

The spotlight shone off the girls armor, silvery scale plates. A platinum blonde braid tailed behind her as she flew through the air. An enormous sword half again the length of her body was raised above her head, and with the force that could crush steel, she brought it down through the copter.

Like a hot knife through butter the sword cleaved the vehicle in half. Dented blades stopped turning, though the guns still fired wildly as they fell to the ground.

And in two halves, the wreckage of the copter landed on the street.

Not too far from that, the girl landed, sword balanced over one shoulder.

"You guys alright?" she called to the Jackson folk. "Sorry I couldn't get here sooner. Had to help the Cap deal with some Extremis troops. Nasty fuckers."

No one answered her.

What the…..what?

"Well, pick yourselves up and get back in it" she said nonchalantly, taking a heaving breath. Exhaustion was clearly wracking her tiny frame. "This isn't over yet. Name's Emily Foster. They call me Valkyrie. Nice to meet you."

She looked up at the sky. Lighting forked in enormous blue splinters that matched the girls eyes. Thunder boomed, and the girl leapt back into the air, this time jumping towards the common house where the fighting was centered. Everyone was enthralled by her appearance, as well as her sudden departure. So much so, that the hooded girl didn't take note of the rush of wind that blew out from where Emily had jumped.

It left her face bare to the world.

She looked up, dripping in terror, to see Joel leveling his gun directly at her face. Ellie's knife made cool contact with the flesh of her throat.

"Who the fuck are you?" she whispered like Mistress Death herself.