1. Nick's grandfather

[the elevator starts moving down]

Steve Rogers: You know, they used to play music.

Nick Fury: Yeah. My grandfather operated one of these things for forty years. My granddad worked in a nice building, he got good tips.

[Nick looks up]

Nick Fury: He'd walk home every night, roll of ones stuffed in his lunch bag. He'd say "hi", people would say hi back. Time went on, neighborhood got rougher. He'd say "Hi", they'd say, "Keep on steppin'. Granddad got to grippin' that lunch bag a little tighter.

Steve Rogers: Did he ever get mugged?

Nick Fury: Every week some punk would say, "What's in the bag?"

Steve Rogers: What did he do?

Nick Fury: He'd show 'em. Bunch of crumpled ones and loaded .22 Magnum.

[Fury smiles]

Nick Fury: Granddad loved people. But he didn't trust them very much.

2. The guts to stick your hands in the mud

Alexander Pierce: Why do you think we're talking? See, I took a seat on the Council not because I wanted to but because Nick asked me to, because we were both realists. We knew that despite all the diplomacy and the handshaking and the rhetoric, that to build a really better world sometimes means having to tear the old one down. And that makes enemies. Those people that call you dirty because you got the guts to stick your hands in the mud and try to build something better. And the idea that those people could be happy today, makes me really, really angry.

3. Digital book

[But then, Sam, in his Falcon jet-pack suit with wings, flies up holding Sitwell and throws him down on the roof]

[Steve and Natasha walk towards Sitwell, he holds his hand up in fear]

Jasper Sitwell: Zola's algorithm is a program...for choosing Insight's targets!

Steve Rogers: What targets?

Jasper Sitwell: You! A TV anchor in Cairo, the Undersecretary of Defense, a high school valedictorian in Iowa city. Bruce Banner, Stephen Strange, anyone who's a threat to HYDRA! Now, or in the future.

Steve Rogers: The Future? How could it know? [Sitwell laughs]

Jasper Sitwell: How could it not? The 21st century is a digital book. Zola taught HYDRA how to read it. [Steve and Natasha look at him in confusion] Your bank records, medical histories, voting patterns, e-mails, phone calls, your damn SAT scores. Zola's algorithm evaluates people's past to predict their future.

Steve Rogers: And what then?

Jasper Sitwell: Oh, my God. Pierce is gonna kill me.

Steve Rogers: What then?!

Jasper Sitwell: Then the Insight Helicarriers scratch people off the list. A few million at a time.

4. Captain's speech

Steve Rogers: Attention, all SHIELD agents. This is Steve Rogers. You've heard a lot about me over the last few days, some of you were even ordered to hunt me down. But I think it's time you know the truth. SHIELD is not what we thought it was, it's been taken over by HYDRA. Alexander Pierce is their leader. The STRIKE and Insight crew are HYDRA as well. I don't know how many more, but I know they're in the building. They could be standing right next to you. They almost have what they want: absolute control. They shot Nick Fury and it won't end there. If you launch those Helicarriers today, HYDRA will be able to kill anyone that stands in their way, unless we stop them. I know I'm asking a lot, but the price of freedom is high, it always has been, and it's a price I'm willing to pay. And if I'm the only one, then so be it. But I'm willing to bet I'm not. [as Steve finishes his speech]

5. Flick of the switch

Alexander Pierce: Let me ask you a question. What if Pakistan marched into Mumbai tomorrow, and you knew that they were gonna drag your daughters into a soccer stadium for execution? [Pierce hands Singh a glass of champagne] And you could just stop it with a flick of the switch. Wouldn't you? Wouldn't you all?

Councilman Singh: Not if it was your switch.

6. You need to keep both eyes open

[just then a helicopter appears outside, lands and Fury steps out to enter the building to Pierce's surprise]

Alexander Pierce: Did you get my flowers? [Fury looks at him coldly] I'm glad you're here, Nick.

Nick Fury: Really? Cause I thought you had me killed.

Alexander Pierce: You know how the game works.

Nick Fury: So why make me head of SHIELD?

Alexander Pierce: Cause you were the best and the most ruthless person I ever met.

Nick Fury: I did what I did to protect people.

Alexander Pierce: Our enemies are your enemies, Nick. Disorder, war. It's just a matter of time before a dirty bomb goes off in Moscow, or an EMP fries Chicago. Diplomacy? Holding action, a band-aid. And you know where I learned that; Bogota. You didn't ask, you just did what had to be done. I can bring order to the lives of seven billion people by sacrificing twenty million. It's the next step, Nick, if you have the courage to take it.

Nick Fury: No, I have the courage not to. [Fury takes Pierce to the retinal scanner with Natasha pointing her gun at him]

SHIELD Computer: Retinal scanner active.

Alexander Pierce: You don't you think we wiped your clearance from the system?

Nick Fury: I know you erased my password, probably deleted my retinal scan, but if you want to stay ahead of me, Mr. Secretary... [Fury removes his eyepatch to reveal his scarred dead eye] You need to keep both eyes open. [they both look into the retinal scanner with Fury using his dead eye]