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Steve's head felt like it had been split open and someone had filled it with ants.

“Open your eyes, come on man!”

The ants were crawling around, digging their way through his brain.

“How is he?”

Things were being taken from him and he couldn't stop it.

“He's non-responsive.”

"I'm on my way."

The worst part was he didn't know what had been taken once it was gone.

“Guys, Doom is getting away!”

He had to stop it, he couldn't …. ….. …..



Steve felt like his head had been split open. Had the experiment failed? He didn't feel stronger, in fact he couldn't remember feeling this awful since that time he and Bucky had spent his birthday drinking.


Steve opened his eyes at the yell, but all he saw was a blur as someone threw themselves over him. His first instinct was to shove the person off, then the explosion hit. It was deafening. Dirt and shrapnel flew everywhere, but Steve was mostly protected by the body on top of him. Still, it was terrifying. The many drills they had had to prepare them for combat hadn't been able to come close to the real thing. Steve's heart pounded in his chest. The smell of gunpowder heavy in the air. The grit of dirt and debris filled his mouth. What was going on? Was this some sort of test? 

When things settled the person who had flung themselves over him rolled off and Steve could finally get a look. It was a negro man wearing an odd looking pair of goggles and a large pack strapped to his back. Steve didn't recognize him as one of his fellow trainees. 

The man looked at Steve and grinned. “Welcome back Cap, enjoy your nap?” 

The man was obviously talking to him, but Steve had no idea what he was trying to communicate. And his accent was odd. Was he foreign?

"Who-" More explosions sounded nearby and Steve instinctively ducked his head. The negro man seemed unfazed. He just stood up, a gun in each hand, and he started shooting at something.

"Could use some back-up guys!" The man yelled at seemingly no one. At least Steve couldn't see anyone else nearby.

Then someone, to Steve's utter astonishment, answered. "Soldier's almost to you."  Steve jumped at the woman's voice in his ear. He lifted a hand to feel if there was something there and came in contact with a hard surface. It was a helmet, but not like the over-sized one he'd been wearing for basic training the last few weeks, this one fit him snug and comfortable, almost molding to his head. "How's Cap?"  The woman's voice spoke again. 

The negro man looked down at Steve. "He seems kinda dazed."

Wait, was this man hearing the voice too? Was it a radio signal of some kind? Steve had never heard a radio come through that clearly, like the person was standing right next to him. But he had heard that they had been making a lot of new breakthroughs with the war.

The negro man kept shooting and Steve finally felt well enough to sit up and look around. He nearly fell back again when he saw what the man was shooting at. They were mechanical men, it was the only way to describe them. And they were shooting back at the man with some kind of light beam that was blasting huge holes anywhere it landed.

"What?!" Was he dreaming? Was this just a side effect of the serum? He'd heard of some strange tales coming from soldiers who returned state side, but nothing like this.

"Cap, behind you!"  A male voice called in his ear.

Movement caught his eye, another mechanical man had approached from Steve's rear and was aiming right at him. Steve scrambled to move out of the way but his head was still spinning and his arms and legs didn't seem to want to obey him. He could tell he wouldn't make it. Then the thing suddenly exploded into about a hundred pieces.

When the smoke cleared Steve saw someone coming towards him at a run. Whoever they were they were wearing all black and were almost completely covered. Steve worried it was another mechanical man until he saw a glimpse of forehead over the goggles and face mask. Plus none of the mechanical things had had hair and this guy's was hard to miss with how long it was. Steve might have mistaken him for a woman if not for the obvious muscular build.

The man reached him and Steve again tried to get away, not knowing if this was a friendly or not. The man just crouched down and lifted up the huge gun he was holding and fired at something over Steve's right shoulder. Steve turned to see another mechanical man explode. He looked back at the masked man, who was sweeping the area with his gun, taking out any of the mechanical men in range. So a friendly then.

"What happened?" The masked man asked and Steve startled. He knew that voice.


The masked man looked down at him or at least Steve thought he did, it was hard to tell when he couldn't see his eyes.

The negro man called over to them. "Doom hit him with some kinda spell. He was screaming in pain then blacked out. Haven't had a chance to look him over yet."

The masked man grabbed Steve's head with his gloved hands. "Talk to me Steve?" It was definitely Bucky, Steve would recognize that concerned tone anywhere. "What happened? You okay?"

"I don't, I don't know. I don't know how I got here or how you got here." Steve said trying to tamp down the feeling of panic rising in his chest. He had to be having a nightmare or something.

Bucky undid the strap of Steve's helmet and pulled it off. "What's the last thing you remember?" Bucky pulled one of his black gloves off and started running a hand over Steve's head.

"I, um, I had volunteered for this, um, experiment." He felt Bucky's whole body freeze, there was a reason Steve hadn't told Bucky about the experiment. He knew his friend would be mad. "I, ah, I was going in for it. I remember them starting it, but nothing after that." Bucky was absolutely still. Steve wished he could see his eyes so he would know what he was thinking. "Buck?"

"That's the last thing you remember?" Something in Bucky's voice sounded off.


"Nothing after that? Nothing at all?"

"Bucky what's going on? Did the experiment work? Is that why I'm in the war?" Steve grabbed onto Bucky's left arm, trying to get what comfort he could amidst his panic. He noticed Bucky's arm felt odd, like there was some kind of hard shell underneath the fabric of Bucky's jacket.

Bucky didn't answer him, instead he grabbed Steve by the arm and hauled him up. Steve had a moment of disorientation as he realized he was slightly taller than Bucky. He looked down to see what he was standing on that was making him so tall. Only to be surprised to see they were on even ground, Bucky's black boots right next to the red ones Steve was wearing. Then Steve caught sight of the rest of what he was wearing. It was similar in design to Bucky's but instead of black, Steve's outfit was mostly blue with a few red and white stripes on his torso and a white star on his chest. It kinda reminded him of one of those Uncle Sam posters they had up everywhere. The outfit was so distracting that it took Steve's brain a second or two to really pull together what he was seeing. Steve was tall, taller than Bucky. And his once skinny and fragile frame had been replaced by sturdy legs and a broad torso.

The serum had worked. It didn't explain what was going on. But just knowing it had work sent a thrill of joy through Steve. Dr. Erskine must be so proud.

Bucky pulled one of Steve's arms over his shoulder. "I'm taking Cap back to the jet," Bucky said as he wrapped his right arm around Steve's back. "Falcon, cover us."

"On it." The negro man called back. Steve nearly jumped out of his skin when wings sprouted from the pack the negro man was wearing and the man took flight.

"Anyone got eyes on Frosty?" Bucky started pulling Steve along with him, ignoring Steve's stuttered protests and questions. The negro man was flying through the sky and, it seemed, the mechanical men could fly too. 

"I see him, what do you need him for?"  This was a male voice, the same one that had called out a warning earlier.

"Just tell him to meet me at the jet, asap." 

"Will do, but you know him."

"Tell Thor to light his ass on fire if he doesn't get moving quick enough."

"I think I might just lead with that."

"Where are we going, Buck?" Steve was surprised at how well he was keeping up with Bucky's brisk pace. "And what's going on? Who are these other people who keep talking and why can I hear them?" He had identified two separate male voices along with the female's.

"Were going to get you to safety so we can figure out what happened." Bucky replied, not sounding even a little winded despite the fact that he was supporting most of Steve's weight as they practically ran across the rocky ground. "And those voices are coming through a small communication device in your ear. It's the rest of our teammates."

"Teammates? So we are in the war?" Something settled inside Steve. He'd made it. He was helping the allies.

Bucky's face was still covered with the mask (was it a gas mask?) and goggles, but Steve got the feeling Bucky was casting little sideways glances at Steve. "Look, lets just get you to safety. Someone's coming who can hopefully put things right and then I won't have to explain anything, okay?"

Steve wanted to insist, but that odd undercurrent to Bucky's voice made him stop. There was something Bucky was worried about and he wanted to hide it from Steve. Steve would let it go for now, let this medic check him over, then he would get Bucky to spill the beans.

Steve took in the landscape as they hurried along. It was mostly barren, just a few pine trees here and there. They came over a small rise and below them was the strangest looking plane Steve had ever seen. It had to be a plane with it's wings and cockpit, but other than that it looked just as out of place as those mechanical men. It turned out to be where they were heading.

The back of the plane opened up as they approached but Steve couldn't see anyone inside or around it operating any controls. "What is this?" He asked Bucky.

"It's our ride." Was Bucky's unhelpful answer.

They went up the ramp and inside the plane. If Steve had thought the outside was strange it was nothing compared to the inside. Everything was shiny metals and bright lights. Several small movie screens were on one of the walls and they were showing movies. In color. There were more of those mechanical men and there were people fighting them. One screen showed a woman with red hair, she was dressed rather indecently in skin tight clothing and Steve quickly looked away. Another screen showed a man firing a bow and arrow at the machines. Steve had never used a bow and arrow outside of the toy one he'd had growing up, but he was pretty sure arrows didn't usually make things explode.

"What is that?!" Steve gasped, pointing at another screen. Bucky looked up from where he had been pulling things out of a compartment in the wall. There was, Steve could only describe it as a monster, on the screen, tearing the mechanical men apart like they were made of tissue.

"Oh, yeah, don't worry, he's on our side. Mostly." Bucky reached over and pushed a button and the films turned off. "Drink this." Bucky handed Steve a bottle filled with something bright blue.

"What is it?" Steve was surprised to feel how light the bottle was. The bottle was see through and smooth like glass, but it didn't feel like glass.

"A special drink, it helps your body recover from exertion." Bucky watched Steve as he inspected the drink. "Twist the top." He said after Steve had looked at him questioningly.

He twisted the top part and the blue thing on top, which must be the lid, came loose in his hand. A sweet scent hit him and Steve took a small sip of the liquid. It was almost cloyingly sweet and seemed like something Steve shouldn't like, but his taste buds seemed to disagree and before he realized it, he had drained the whole bottle. Bucky handed him another bottle along with a foil wrapped rectangle that had the word PowerBar written across it.

"You eat it," Bucky explained. Then Bucky reached up to Steve's ear and pulled something away. It was a small black thing, no bigger than a nickel. As soon as Bucky pulled it out, the voices that had still been talking had stopped. "This is the communication device I was telling you about." Bucky took the minuscule thing over to the far wall. He pushed a button and a small shelf slid out as if from nowhere. A purplish-blue light was shining out from the hole the shelf had come from. Bucky placed the little piece on the shelf then pushed the button again, making the shelf disappear back into the wall.

"I'm having some kind of elaborate dream aren't I?"

Bucky chuckled, "If you are then I'd like to know why you dragged me into it?"

"That's why I know it's a dream," Steve said. "Last I knew you were off at war, now suddenly you're here? And I've always dreamed of being strong and healthy, now I am?" Steve shook his head, absently noticing the pain was almost gone. "The only thing that makes sense is I'm having a dream or maybe the experiment caused me to have a mass hallucination."

Bucky pulled his goggles off, there was black paint around his eyes. Steve was glad to be able to see Bucky's eyes, he had been half worried that he was going to see a robot looking back at him, but it was just Bucky. "You're not dreaming Steve." Bucky pulled his face mask off and Steve gasped. Bucky looked much older than he had when Steve had seen him only a few months ago. Maybe only a few years older, but it was still very noticeable. Something about his eyes made him look less carefree than he had. "The experiment you were part of, Project Rebirth, it worked. You got turned into a Super Soldier." Bucky ran a hand through his long hair. "A lot of things have happened since then but you seem to have forgotten everything since being injected with the serum. Something happened in the battle today, it's what's affecting your memory."

Steve tried to process what Buck was saying. It seemed impossible but there was too much evidence to discount it. For starters Steve was definitely not the same as he had been before the experiment was started. He was taller than Bucky and there was no denying the muscle in his arms and legs. Also Bucky knew the name of Project Rebirth and that it was to make super soldiers. And he wasn't upset, which meant this either wasn't Bucky, or he had known for long enough to not be mad anymore that Steve had kept it a secret from him.

Suddenly a voice was projected around the inside of the plane. "Winter Soldier, are you and Rogers at the jet?"  It was a loud booming male voice that Steve had not heard yet. The man had some sort of accent, not British, but it did sound kind of European.

"We're here Thor," Bucky called back. "You got him?"

"Aye. We will be there momentarily."

"Okay. Um," Bucky glanced at Steve. "Could you maybe just drop him nearby? We have a situation and I think it would be best if you stayed out of sight for now."

There was a slight pause before the voice answered. "Very well, if you feel it is best."

"Thanks. Oh, tell Frosty to lose the horns too."

"Who's Thor?" Steve asked. "And Frosty? You called that negro man Falcon. Are these code names?"

"Yeah, well not Thor, that's actually the guys name. But Frosty and Falcon are." Bucky's mouth quirked up in a smile. "Also, please try not to refer to Falcon as a negro."

"Why?" That's what he was, it was hard to miss his dark skin.

Bucky looked like he was searching for a way to phrase his answer. "It's just not how we, um, do things on the team. Call him black or African-American or just Sam, since that's his name."

Steve was saved from puzzling out what Bucky was saying by soft foot falls on the plane's metal ramp. He looked over to see a tall, pale man walking towards them. He had long hair like Bucky, except his was carefully combed back and curled up at the ends. Bucky's hair looked like he didn't own a comb. The man was dressed very oddly in mostly black leather. He wore a long ornate coat that was green with gold accents. And he walked like he owned the whole world. Steve immediately bristled. He knew the swagger of a bully.

The man was smiling, "You need to tell Thor to keep out of sight more often." He said, addressing Bucky. "He was practically pouting." The man had an accent similar to Thor's, but it was smoother, more cultured sounding.

"Glad I could brighten your day." Bucky replied dryly.

"Oh my dear James, you always brighten my day." The tall man said coyly. 

Steve did not like the way this man was talking to Bucky. "And you are?" He demanded.

The man turned to Steve and gave him a puzzled look. "What?"

Bucky stepped between them. "Doom hit Steve with some spell and now he doesn't remember anything from before he became- from before becoming a Super Soldier."

The man's eyebrows raised in surprise at Bucky's explanation. "Interesting." The man moved past Bucky and stopped in front of Steve. "Well, allow me to introduce myself then. I am Loki of Asgard, I am your God and you worship me with all your heart."

Behind Loki, Bucky was rolling his eyes. Steve leveled a glare at Loki, "That's not going to happen."

Loki smirked then shrugged a shoulder, "It was worth a try."

"Would you stop being a dick and just figure out what's wrong with him." Bucky said, sounding exasperated.

Loki looked at Bucky and some of the swagger left him. For half a heart beat Steve could have sworn the man almost looked concerned about Bucky. "Alright, but perhaps I should explain a few things first, least I scare the good Captain with my light show."

Bucky grimaced. "Shoot, I was hoping you could fix him and I wouldn't have to go into detail about, well, everything."

"What are you talking about?" Steve demanded. He knew Bucky was keeping things from him, and he was willing to trust Bucky. But now this other guy seemed to know everything too and it was starting to irritate Steve.

Loki looked down at Steve again, "The long and the short of it is that a great many strange and wonderful things have happened to you since you can last remember. I believe James is concerned that having to tell you everything at once may not go over well. His hope was that I could restore your memory and thus avoid the whole problem. Unfortunately, in order to even examine you I am going to have to show you one of those wonderful things he was hoping to avoid explaining."

Steve was surprised that he understood everything Loki had said, despite having almost no context. Words just slipped off this guy's tongue like they were made of silk. "Okay, just tell me what I need to know for now so you can examine me." Steve glanced at Bucky, Bucky looked unhappy, but nodded anyway.

Loki smiled, he seemed to like doing that a lot. "Well, as I said, I am of Asgard. A place not in any of your countries, it is another world completely."

"Wait," Steve held up a hand. "Are you trying to tell me you are from outer space?"

"I wouldn't call it outer, after all we are all connected by the branches of-"

"Loki." Bucky growled. "Try to keep it simple."

Loki sighed. "Fine. Yes, I'm from outer space." he grumbled.

"But, you look human."

For some reason this made Bucky snort and Loki shot him a nasty look. "The human race doesn't hold a monopoly on this form," Loki said, continuing to scowl at Bucky. "However, that is not what you will find the most surprising." Loki turned back to Steve, "I can do magic. This is why I was called to examine you. The one who attacked you, a man calling himself Doom, he used magic on you. I am going to try to counteract his magic with my own."

"Magic?" Steve said, letting doubt color the word.

Loki lifted his right hand with the palm facing up. Golden light began swirling in the center of Loki's hand, "Yes, magic." Steve watched in wonder as the light formed a golden butterfly that took off from Loki's palm and began to fly around the inside of the plane. Soon dozens of butterflies were flitting around, several had landed on Bucky's hair and his friend was scowling at Loki because of it.

"It's beautiful," Steve said. He hadn't meant to, this guy didn't need his ego inflated anymore, Steve could tell. But the golden butterflies were the most beautiful thing Steve had ever seen.

Loki gave Steve a strange look, then he swished a hand through the air and all the butterflies disappeared. "So now you know that magic is real," he said, he sounded like he was trying to force a casual air. Like he hadn't just done something marvelous. "I am going to examine you now. It would be best if you could keep still, I have to dig around in your brain a bit, it will feel a little like small insects are crawling around. I assure you it will not harm you."

"And your assurance means something?" Steve asked skeptically.

"It does when it is backed up by the fact that if I do harm you, then Sargent Barnes will punch a hole through my chest." Loki grinned again.

Steve took one look at Bucky's face and knew that Loki wasn't exaggerating. Well, he was about the part with Bucky punching a hole through him, but it was pretty plain to see that Bucky felt confident he could take this guy out if needed. Magic not withstanding.

Steve gave a firm nod of his head. Loki stepped up to him and raised his hands so that they were just hovering near either side of Steve's temples. Loki narrowed his eyes as if he was inspecting something. Steve tried to stay still as golden light swirled from Loki's hands to around his head. He wanted to shut his eyes against it but he didn't want to look weak in front of Loki. As Loki had said, it felt like tiny little bugs were crawling around in his head, it didn't hurt, just felt really strange. He tried to focus on Bucky while Loki worked his magic. Bucky was watching everything but would occasionally get a far away look in his eyes, then he would touch his ear and turn away to murmur something. Steve realized Bucky must still have his communicator in his ear and was probably keeping tabs on the battle that had still been going on when they had left.

Steve caught a few words when Bucky raised his voice.

"No Stark. … No, we got things covered here." Bucky sounded annoyed at whoever he was talking to you. "Would you just concentrate on doing your job. .. I'm taking care of Steve. … You come back here before clean up is finished and I will shoot you out of the sky!"

Loki's golden magic faded and Steve looked up at him. Loki was frowning.

"What? Can you fix it?"

Bucky noticed Loki was finished too. "What is it?" he asked.

Loki kept frowning. "A large chunk of his memories have been taken. The odd part is it was done with great precision and care."

"What does that mean?" Bucky demanded.

They were interrupted by a loud sound from outside the jet. Steve looked up in time to see another mechanical man landing on the ramp. "Look out!" He looked around for a weapon he could use. Bucky had put the large gun down that he had been using earlier. Steve grabbed it and aimed it at the robot.

"Stop!" Bucky yelled and lunged for Steve. At the same time a blast of Loki's golden magic knocked the weapon from Steve's hands. Bucky got to Steve and grabbed him, "Stand down! He's one of ours." Bucky yelled.

Steve watched the mechanical man as it stopped halfway up the ramp. It was different from the ones he had seen earlier, those had been a dull gray. This one was shiny and had a red and gold paint job. Then, what Steve had thought was it's face flipped up to reveal an actual human face behind it. It was a man, he had a strange looking beard and was staring at Steve with a mixture of horror and grief.