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Manhattan is burning, two SHIELD agents have gone rogue to fight their own war and a ticking time bomb is the one thing standing between humanity and oblivion. If there is one thing Nick Fury knows how to play, however, it's bad odds; and if there is one thing Nick Fury always has an abundance of, it's aces up his sleeve. This is how the game is won.

Before Hill can start barking orders at the still dazed-looking agents on the bridge, Nick stops her.

'Get communications back online. I want eyes and ears at ground zero, stat.' He pauses. Hill's brow furrows.


'Activate codename Winter Soldier,' he says. It's not a split-second eleventh hour judgement call. It's a calculated strategic decision. Desperate times, desperate measures. 'They're going to need him down there.'

This is how the game is won: aces up sleeves and playing bad odds, and Nick Fury is a master of both.


Dust is settling, and in his entire life Steve hasn't felt this sort of bone-deep exhaustion. Not when he was a ninety-pound asthmatic and three flights of stairs made him wheeze like an old man, not in the trenches with not nearly enough rations to satisfy his metabolism, not when he was angling the plane's controls downwards and trying — however ineptly — to say his goodbyes, not even when he first woke up and nothing, not a single thing, made any sense.

Dust is settling. Steve lets himself sit on an overturned car and rest his hands on his knees and just breathe for a moment. Bruce is alive; Stark is alive; Barton and Romanoff are alive; Thor, of course, is alive. This must be what winning feels like, but the taste of it on Steve's tongue is indistinguishable from ashes and smoke. The smell is sharp and sweet, but then again it might just be blood.

Maybe it would be better if the casualty lists weren't still ringing in his ears, from where Stark patched their comm link through to the NYPD radio channel.

Then again, maybe winning just ain't what it's cracked up to be.

'You okay?'

Steve lifts his eyes to the one agent whose name he didn't catch in the chaos. Agent or soldier; his jacket doesn't carry any SHIELD insignia, and his mask is something he hasn't seen any other operative wear. Next to Romanoff and Barton he looks alien, but the rifle slung across his shoulder is a comfortingly familiar sight to Steve.

'Fine,' he says. He gets up and resists the impulse to dust off his own uniform. It would take a hazmat team to make it clean again. 'Sorry, we haven't —' Steve stops and clears his throat. We haven't been formally introduced sounds ridiculous. 'Sorry.'

It's hard to decipher the agent's expression from behind the mask, and he must sense Steve trying. With a tired sigh he takes it off, revealing an equally tired smirk. They fought back to back what seems like moments ago, and the leftover adrenaline is still buzzing in Steve's veins.

'Codename Winter Soldier,' the agent says. He cocks his head to one side, and the look in his eyes is almost challenging.

'That's kind of a mouthful.'

'I save nicknames for second dates,' says the Winter Soldier. Steve barks out a surprised laugh; it's the last thing he could have been expecting.

He opens his mouth to counter that — something about the way the Winter Soldier is eyeing him up makes Steve want to try for a witty comeback (that, and he remembers thinking he could have used someone like that back in the war, and it's the first time he's thought of his team from the war with anything but overwhelming ache) — but then Thor swoops in, looking as weary and human as a god ever could. He looks between Steve and the Winter Soldier.

'We have located the shawarma place of which Stark spoke,' he says. 'The rest are already there. Will you join us, my friends?'

'I could eat,' Steve admits. Food does sound good; food and about fifty hours of sleep, but he can settle for just one of those things.

The Winter Soldier shrugs, but then his smirk gets wider. The expression looks good on him, reckless and handsome, and Steve's fingers itch for a pencil. He only laughs when the Winter Soldier gives an exaggerated bow, saying, 'After you, Captain Rogers.'


Barton stops him outside the shawarma joint, and it takes a few tries and a lot of awkward throat-clearing before he manages to get out, 'Cap, look, this isn't a good idea.'

'Excuse me?'

'Him,' says Barton, jerking his chin in the direction of the entrance, where — right. Where the Winter Soldier just disappeared, and where Steve was set to follow him. 'He's not…'

Steve waits, but Barton doesn't finish. 'He's not what?'

'Not like me or Natasha.' Barton rubs the bridge of his nose. 'He's not just an agent. He's not like anyone else. Getting close? Not a good idea.'

SHIELD has been controlling, or trying to, every step Steve's taken in the 21st century. He knows Barton must mean well but all it does is make Steve want to rebel. He's had enough control and meddling, enough being handled with kid gloves and above all else he's had enough being told what to do for his own good.

Steve doesn't even know the guy's name but he wants to. For once, and after everything, he decides he should be entitled to a little goddamn selfishness.

He gives Barton a curt nod and goes inside, and has to immediately roll his eyes when Stark throws up his hands and announces, 'Ladies and gentlemen, here's Captain America, official team dad! The crowd goes wild.'

'Saved you a seat,' says the Winter Soldier, nodding at the chair next to his. Steve takes it.

Conversation isn't exactly crackling, not even after Stark's friend, Rhodes, joins the party. They're all too exhausted. For himself, Steve is probably still in shock — he doesn't know if he's the last person out of all these people to find out about the whole space aliens thing and it's making his skin crawl. Taking every new impossibility in stride wore him down. His ribs ache and his entire body feels bruised. He wonders, because he has to wonder, what SHIELD will expect of him now. Is he supposed to join them officially? Is he supposed to get a uniform and a badge?

He thinks back to the crates filled with Hydra weapons stacked one on top of the other, to the split second of sheer disbelief at hearing the words Nuke headed your way (apparently this is a time where the definition of greater good has been expanded dramatically at the cost of value put on people's lives), and to the unbearable certainty that all the information he's been given was lacking, edited and sanitised.

The thing is, he's not sure he wants anything to do with SHIELD.

He's falling half asleep when he feels it: someone nudging his ankle. Steve jerks in surprise, shifting so both his feet are tucked under his chair. He looks around the table (if Stark wants to start something, Steve swears to god he will beat him up right here and now), but no one pays him any heed — that is, until Steve's eyes fall on the Winter Soldier.

The Winter Soldier smirks, that same recklessness bright in his eyes, but now there is something else. Something more.

'Bucky,' he whispers, only loud enough to be heard over the bar staff shuffling around trying to clean the place up. 'Well, it's actually Sergeant James Barnes, but you should call me Bucky.'

Steve blinks, then uncurls his legs and doesn't jump when the — when Bucky presses his knee against Steve's. There are a myriad things Steve could say to that, and out of all of them Steve decides to go with probably the most ill-advised. The look Bucky is giving him, and the daring edge to his smile, make Steve want to be just as reckless.

'Is this your idea of a second date?' he asks. He can't quite keep the incredulous tone out of his voice.

'Hey, Cap, I'm pretty easy,' Bucky says, shrugging.

'Steve.' It's Bucky's turn to blink, and it's Steve's turn to smirk as he clarifies, 'You should call me Steve.'

It might be a dash of colour creeping up Bucky's neck or it might be Steve's wishful thinking. Bucky drops his eyes to his food, trying to fight to hide a grin. They're flirting, Steve realises with something that should be more of a shock. This definitely counts as flirting. Bucky's leg is still pressed against Steve's under the table, and Steve wonders how many rules he's breaking.

He never bothered to check what the rules even are in this place and time but he finds he doesn't care all that much.

They're not the only ones talking quietly. On Steve's right, Romanoff is angled towards Barton and it seems like they're engaged in a staring contest — it also seems like it's all the communication they need. From time to time one of them will shift or raise an eyebrow, and it reminds Steve of the way Dum-Dum and Jim used to be back in his time. Stark and Rhodes are bickering and Bruce watches them with a confused but fond expression. Thor is pretty invested in his shawarma but Steve is sure he's got more than enough on his mind.

For all that these people are a time bomb, they'd make a good team as long as someone points them in the same direction instead of at each other and at each other's throats. Steve knows this is what Fury had in mind for him with the Avengers Initiative, whether Steve liked it or not.

After seeing the Winter Soldier in action, after having him fight at his side, Steve has no doubts who he'd take as his second in command.

When Barton and Romanoff's comms go off and they politely but surely ask that all present direct themselves to SHIELD headquarters in Times Square for a round of debriefings, Steve just sighs. He was waiting for it, even if he's not exactly enthusiastic. But he did kind of disobey direct orders, kidnap two SHIELD agents and steal a SHIELD aircraft. If they want to chew him out for that, Steve thinks he'll just tell them to read his damn service record.

Bucky holds him back as they're leaving. They stand in the doorway, watching Rhodes take off; Stark graciously offered to accompany the rest to HQ without putting up much of a fight. The street before them is in ruins and something twists painfully in the pit of Steve's stomach. He thought the one thing he wouldn't have to see again, after waking up here, would be cities levelled for one man's ego.

'So listen,' Bucky starts, scratching the back of his neck. He doesn't meet Steve's eye. 'After we're cleared and Fury's done yelling — you got any plans?'

It's pretty forward and there is nothing remotely platonic about the definite hint of colour in Bucky's cheeks. Steve considers his answer very carefully, then just as carefully decides, fuck it.

'I think I do now,' he says. He waits for Bucky to look up at him and only then lets himself smile the way he wants to. He feels a little dizzy when the expression he gets in return is open and warm and real. They keep grinning like kids right until four sleek black SHIELD cars pull up as close to the bar as they can, given all the debris lying around.

It's the first time Steve has looked forward to anything since they thawed him. He can take debriefings, and yelling, and probably the inevitable black mark on his record.

All he has to think about is the motorbike he'd bought three days ago.

All he has to think about are the possibilities, and the chances he's not wasting.


Steve's only ever spent time around the Times Square headquarters when they called him in for checkups and appointments with his therapist and, after four hours of standing his ground as the World Security Council members act righteously outraged and indignant because Steve did the job they well goddamn defrosted him for, the corridors all look the same. He was supposed to meet Bucky in his quarters and, as he passes another hallway lined with unmarked doors, Steve curses himself for not asking for more specific directions.

It feels like he's running late and he hates it, the thrum of a low-level anxiety right beneath his skin.

Finally he gives up. The staff quarters might as well be on another planet. It takes two elevator rides before he stumbles across a SHIELD agent and he tries to stomp down the embarrassment that makes the back of his neck warm.

'Sorry. I'm looking for someone,' he says. If he sounds a little lost, it's because he really kind of is.

The agent nods in encouragement.

'It's a Sergeant James Barnes?'

The agent's polite smile slips. 'Who?'

'James Barnes,' Steve repeats, his voice going a little shaky at the end. He can't have remembered wrong. Something cold and heavy settles in the pit of his stomach.

'I'm sorry, I don't know anyone by that name.' The agent makes a move like she wants to pat Steve on the arm, then reconsiders. 'Um, if it helps, I've only been here for two weeks. I don't know everyone yet.'

It sounds like a lie, and not a very good one at that: the kind of lie Steve's been fed ever since he woke up, where people don't seem to be sure if he won't break down and start crying with the slightest encouragement. They want him to fight their wars but they think he's made of glass.

He exchanges mindless pleasantries with the agent and doesn't waste any more of her time.

The second agent he asks for directions to Sergeant Barnes' quarters looks just as blank. Steve's throat is tight with a feeling he can't name. It's like a panic attack crossed with an asthma attack crossed with the dizziness of his blood sugar being too high, except he's had none of those things in a long time, and a part of Steve knows very well it's just fear, plain and simple.

He's afraid. He's afraid because he met a person and he made a connection, immediate and almost overwhelming in its effortlessness, and now he's losing it. It's slipping through his fingers. He met the first person in this entire century who made it almost, almost okay and he's gone now. There's a thought Steve refuses to entertain, a possibility bearing down on him that chokes him up just as well as falling headfirst into an iceberg.

Maybe Bucky was never there at all.

Maybe Steve is going insane, finally.

Maybe —

He ends up having his well-deserved panic attack in a fourth-floor bathroom, sitting on the floor with his head between his knees and his hands shaking bad enough he has to press them flat against the cold tiles. He stays there for a long while, trying to get his breathing under control. In and out, slow and easy; his mother used to talk him through the asthma attacks he had as a child but it was always her voice and her fingers stroking his hair that calmed Steve down in the end.

All of the adrenaline leftover from the fight in Manhattan, all of the disbelief he kept pushing to the side to deal with the immediate threats, all of the anger and frustration slowly seep out of his bones. It leaves him hollow. He tips his head back against the wall and shuts his eyes, and keeps breathing. The uniform they gave him was pretty comfortable but still suffocating, and Steve is glad to be rid of it. Captain America shouldn't freak out in bathrooms. It just wouldn't do.

Steve doesn't feel like Captain America much; he doesn't feel like anyone, not really, not right now.

It takes some time before he swallows around the nausea still heavy in his throat and starts thinking. He's not going insane. Something is wrong, and he doesn't have enough information to put the puzzle pieces together — but just because the bigger picture is beyond him right now doesn't mean it's not there. It just means Steve has to stop feeling sorry for himself and work to get what he needs. And what he needs is more context, more intel, more background.

Steve knows that Bucky Barnes is not just a figment of his broken psyche.

And despite the initial knee-jerk fear Steve was not the only one who acknowledged him.


Barton is at medical, loudly and at length complaining about having to be there in the first place. It almost makes Steve smile; Dum-Dum was just like that, going around thinking he was immortal. (He wasn't, of course not, and the day he died is printed neatly at the top of his file. The files are still in Steve's apartment, though maybe the building isn't there at all any more. Who knows if it survived the attack, even this far from Manhattan?) His expression of studious boredom and annoyance turns a little guarded when Steve walks in.

'Hey, Cap.'

Steve nods at him, then clears his throat to get the doctor's attention. 'Could we have some privacy, please?'

'Agent Barton still needs to be cleared,' she says, pursing her lips. 'I'm not releasing him until I know —'

'This'll take five minutes,' Steve promises. He tries a smile, the harmless smile of a nice fella who is not quite sure of what's going on around him that got Steve through more than one awkward encounter. He used to hate being underestimated. Now he's using it like an offensive weapon. 'I promise, doc.'

She gives him the stink eye but, faced with Steve's steadfast politeness, her resolution crumbles. She throws Barton a withering glare and leaves with a swish of her coat.

'I don't really need rescuing,' says Barton. He rubs his palms over his thighs, then hops off the gurney. He doesn't look ready to go out in the field again. There is dirt all over his uniform and long-dry blood in his hair. 'But thanks. So, uh, what's the plan? More fast food? Or are they gonna let us take potshots at Loki? Cause I would be so down with that.'

Steve shakes his head. 'Loki's in custody. Far as I know, everything's under control. I'm not —' He breathes in, then out. 'I'm not here in any sort of official capacity, Agent Barton. This isn't about the team.'

He can't help stressing the word, team, because otherwise he'd have to make sarcastic air-quotes. Barton quirks an eyebrow. Good; they're on the same page.

'You told me getting close to the Winter Soldier wasn't a good idea,' says Steve. 'I want to know why.'

After a beat, Barton's shoulders slump. 'Well, fuck. Guess I should've seen that one coming.' He leans against the gurney and the way he avoids looking Steve in the eye says more than words could. Eventually he rakes his fingers through his hair and starts, 'I warned you ‘cause you seem like a good guy. I didn't want you to — I don't know. Get your hopes up, probably. Get attached. Something like that.'


Now, Barton looks at him. 'Why? Because it's like I said. The Winter Soldier isn't like any other agent. And, since you're here asking me for answers, I'm assuming he's already gone.'

Steve just nods.

'Yeah. Thought so.' Barton sighs. 'I don't know any details, Cap. Not sure anyone does, except Fury and maybe a couple higher-ups. I only met the Winter Soldier once before today, when I was new at SHIELD. Four, maybe five years ago. They assigned me to him for one mission. Said they wanted me to see their best sniper at work, so I had something to aspire to.'

'So you worked together.'

'Kind of,' Barton says. At Steve's incredulous look, he shrugs. 'He wasn't exactly sociable. We didn't talk much. But — see, okay, I'm pretty confident I'm the best sniper of all the active agents. The Winter Soldier, though? He was something else. I remember thinking he was like a guided missile or something. He stalked the target like no one I've seen before or since and then took the shot like nobody's business, and he made it look easier than breathing. Gave me something to aspire to, all right.'

Steve files the information away. He's not really surprised. Fighting beside the Winter Soldier gave him some idea of what kind of an agent he might be: professional and cool under enormous pressure, skilled and trained to an almost inhuman degree for someone without any enhancements. After Manhattan, none of Barton's confessions come as a surprise.

'That doesn't explain why or where he's vanished,' says Steve.

'I didn't finish. The moral of the story here is that when the op was done and we got flown back in to New York, he vamoosed. Gone. MIA. I wanted to get him to celebrate, you know, my first real mission and all. I'd've bought him a few beers. Maybe we'd bond.' Barton grins. 'You know, I wasn't exactly sociable either when I first came here but I thought we could be asocial sniper friends. Except he disappeared into thin air.

'I did look for him,' Barton says. 'It kind of gave me a taste of how mindfuck-y this place can be. It was like in that Hitchcock movie, with the woman on the train.'

'The Lady Vanishes?'

Barton blinks. 'Uh, yeah. How did you know that?'

'It came out a few years ago. For me, I mean,' Steve says. 'Before the war, I think.'

'Oh. But yeah, anyway, I looked for him and no one even fucking knew a guy called James Barnes. Thought I was going insane at first. So then I asked around about Codename Winter Soldier instead. Now I kinda wish I didn't. There's a bunch of urban legends about him, you know, and that's it. No one knows when he first started working for SHIELD, but what people agree on is that there is no fucking way he should look like a kid in his early twenties.'

'I don't understand.'

'Some agents told me they saw him once in the 80s,' says Barton. 'Before the fall of the Berlin Wall. Just once, though, maybe like over a week or so. That's the one thing everyone agreed on. He's never around for more than a couple weeks. Pretty much turns up, completes the mission and that's all you see of him until the next time. Which, I got the impression that he doesn't get deployed all that often.'

'And you couldn't have told me that before —' Steve bites his tongue before he can say something foolish. 'Before?'

'Would you have listened?'

Before he can reply, Barton rolls his eyes. Fair enough. Steve acknowledges it with a nod and turns to leave.

'Cap —' When Steve stops, Barton's expression almost has an edge of sympathy to it. For all that they fought and managed to survive together Steve doesn't, actually, appreciate it. Sympathy is too close to pity. 'There's one more thing,' Barton says. 'Out there today, and even afterwards… I'm not sure he recognised me. He looked exactly the same as when I last saw him, but I don't think he knew who I was.'


The Winter Soldier is a ghost, about as tangible as smoke. Compared to trying to find him, finding Deputy Director Hill is easy. It helps that by the time Steve gets to her, she's expecting him.

'You've been asking questions, Cap,' she welcomes him before Steve has even shut the door. Like Barton, she still has blood and dust on her uniform. It must have been a good few hours since they won, but Steve is already a million miles away. Even his exhaustion is starting to give way to something that feels like whatever it was that propelled him forwards back home. More than once Falsworth said Steve seemed to function on sheer bloody-minded stubbornness.

Steve shrugs. 'Didn't know I wasn't allowed to do that, ma'am.'

'Captain Rogers —'

'Where is he?'

Hill doesn't even blink. 'You know I can't answer that.'

'You could,' says Steve, 'but you won't. There's a difference.'

'No.' She steeples her fingers, and there is a hard twist to her mouth. 'You still don't get it, Cap. Maybe things used to be easier where you're from, but we don't live in a black and white world. We need to operate between shades of grey, and loyalty? Is one of the few commodities we can afford. So I'm not going to compromise myself and the trust put in me just because you formed a personal attachment to an asset.'

Silence hangs heavy and taut between them like an electric wire. Steve is good at reading people; if years of getting the tar beaten out of him didn't teach him enough, then his time kissing babies and posing for pictures did. He's good at reading people and, at times, when he puts his mind to it, he can even pick his battles, and something tells him this is the most definite answer he'll get out of Hill.

It's not like he can win all the time, and it's not like he doesn't have any other options.

'You know, where I'm from we didn't have a lot of use for black and white either,' he says. 'But what's the point of being loyal if you can only think of other people in terms of assets?'

If he surprises any kind of reaction out of her, he doesn't get to see it. He leaves Hill's office feeling her glare burning a hole through his back.

It's starting to feel familiar.


For all the big talk, Steve isn't sure where to start looking in earnest. One thing he does know. He needs time and he needs to give it a few nights' rest: for his own system to recharge after the fight in Manhattan, and for tempers to cool after his initial round of going around asking uncomfortable questions about Codename Now You See Me, Now You Don't.

Steve passes out as soon as he sits down on the couch, still fully clothed. When he wakes up the shadows in the living room are long and the light low and dim, the muted orange of sunset — but whether it's the same evening or three days later, he has no idea. Super-metabolism or no, Steve can feel every bone and muscle in his body complaining loudly when he moves. It's a faint but insistent throbbing ache, and if he thought a good night's rest would take away the edge of exhaustion he was wrong.

He strips out of the SHIELD-issue shirt and khakis and stumbles into the shower. Scalding hot water against his skin finally jerks him awake, fully awake, and with a relieved groan Steve props himself up against the tiled wall and breathes.

(In and out. Slow and easy, just like his mother taught him.)

He gets out before he can fall asleep on his feet, lulled by the monotonous hum of water. Drowning in the shower doesn't hold much appeal, after all he's been through in the past few days. Maybe he could chalk the last two weeks up to it, too. Waking up in a nightmare of a future, never really sure if he's dead or alive or hallucinating or not. Vague maybe-memories, maybe-dreams of ice and drowning and death that wouldn't come, no matter how much he wished it would; the things he doesn't tell his therapist and tries to forget about and knows he never will.

After all that — he kind of wants to live, if only out of spite or some intrinsic pigheadedness that no back alley beatings could ever cure him of.

He towels off and gets dressed in the first pair of sweatpants he can find, still more than a little dazed. When he checks the time and date on his phone, it just makes him want to curl up again and pretend to be dead for a week; it's only been a day. Sure, he slept for over twenty four hours, but he knows he could sleep twice as much and still not be rested.

Some instincts don't dull just because he's tired, though. He hears the soft noise in the hallway and goes from a daze to full working order in point second flat, and doesn't have to think about it: moving on automatic he grabs the gun from under the coffee table and crosses the living room in three long strides.

The hallway is empty when Steve sweeps it, his breathing steady but adrenaline buzzing under his skin.

Then he sees it: a thin manila folder, one of the corners still under the door.

'Barton,' Steve whispers, though even as he says it he's not so sure Barton was the one. It could have been Hill. Maybe Steve did manage to shake her out of her comfort zone, after all.

Shifting the gun to one hand, Steve moves to pick up the folder. It's light, and when he lifts it a grainy faded photograph falls out from beneath the cover and drifts to the floor face-down. His heart in his throat, Steve turns the folder to see the title emblazoned on the front in red capitals.


Steve finds himself breathing fast. When he crouches down to turn over the photo, his breath catches.

It's Bucky. It's Bucky in black and white, looking exactly like he looked in Manhattan yesterday, except there is nothing of the charm and smirk and rakishness in his expression. His hair is a little longer, curling at his temples, and his eyes are cold as he gazes straight into the camera with a thousand-yard stare that is enough to freeze the blood in Steve's veins. Bucky's mouth is set in a thin line, and he's dressed in fatigues that to Steve are achingly familiar. The left sleeve is pinned at the shoulder; his arm is missing.

On the reverse side there is a note scribbled in faded blue pen, and Steve grips the picture hard enough his knuckles go white when he reads: Subject 21, initial mental conditioning - successful, cf. Dr Hastings' notes. 11/08/1948.

Steve swallows. He forces his breathing under control. He has nowhere to holster the gun and he's not stupid enough to shove it under the waistband of his pants (if any of his drill instructors saw something so unprofessional they'd expire, the poor bastards), so he shoves the picture back into the folder and carries it in his free hand to the living room.

It's a minute's work to get rid of the useless clutter that somehow managed to end up on the coffee table. After a moment's thought, Steve leaves the gun and the file and goes to the kitchen to make himself coffee; he needs to be up for this, really awake, focussed and clear-headed.

As he watches the water boil, he can't help but wonder what he's getting himself into. Then he thinks about Bucky as he'd been in Manhattan, in the shawarma joint, when he touched Steve with complete ease. He thinks about that small, heady feeling he's only ever had once before in his life at Camp Lehigh and in a bar in London, driving at breakneck speed across an airstrip in the Alps. He thought he missed his chance at something good, something right.

Just because something could turn out to be a tremendously bad idea has never stopped Steve before.


Retrieval Report, [redacted]/1944
Initial search for weaponry left after Cpt Rogers' attack was unsuccessful. It has been deemed that a specialised SSR science team should be dispatched to the scene for a more in-depth investigation.

Among the items we have managed to salvage there is one that should be of particular interest to Col Phillips. Included are the preliminary medical report on the subject, as well as prognoses regarding the subject's recovery and potential usefulness to the SSR. It is without question that he has sustained extensive damage; after two weeks he is still only able to relay his name, rank and number. The medical staff has expressed hope that electroconvulsive therapy might help restore him to a more amenable condition.

Deputy Head of SSR Counter-Intelligence Division



Following the Potsdam Conference ('Berlin Conference' in SSR reports Sept.-Nov. 1945) it has been agreed that Weapon II Project shall be suspended. Subjects 1-19 have been euthanised. Subject 20 has retained basic motor function but his mental faculties are those of a child. The only success has been achieved with Subject 21, however with the programme's closing the progress is of no consequence.

Since the Nazi experimentation has yielded results worth investigating at a possible later date, Subject 21 has been put into stasis (cf. 12/12/1944 SSR report on Stark Industries Cryostatic Chambers for detailed instructions on the retrieval process).

Dr A. Sobotka
Biological and Chemical Warfare Division
Strategic Scientific Reserve


To: Cpt A. Dugan, M. Carter
Subject: Discontinued SSR Research 1942-1945

I regret to inform you that of the information requested by your Department, the only remaining research project is Weapon II. A package containing all that we have managed to collect has been dispatched along with instructions, as well as tangential and fringe research conducted at the time.

It is my hope that your endeavours are successful, and Weapon II can be used successfully and to great effect. The potential, as they say, is there. Given proper funding and motivation, I believe you might have found precisely the secret weapon you have been looking for.

Kind regards,
Dr G. A. Marcel
Archives and Research Department
Supreme Headquarters, International Espionage, Law-Enforcement Division


Collected notes of Dr Elizabeth Hastings, 1948-1950

— We have been successful in retrieving Dr Marcel's package. Subject 21's identity has been established as one James Buchanan Barnes, Sergeant in the 107th Infantry. It is also the name he has given the team tasked with establishing contact, which leaves me hopeful. The damage done to him through the SSR's crude methods of treatment is not irreparable and, with proper conditioning and socialisation, Subject 21 might be useful in the field.

— After much debate and bureaucratic hassle, our undertaking has been dubbed PROJECT WINTER SOLDIER. It does seem fitting. Subject 21 is fully conscious and aware. He retains some confusion as to the exact time and date but it is of no real importance as he is kept in the research facility and supervised closely.

— It seems that Subject 21 has lied on his enlistment form. He has confessed this to Dr Liu, in whom he expresses a level of interest as well as trust (!! corroborate Liu's notes re: his relationship with the subject). With this new information we have established that at the time of his capture by German forces, Subject 21 was eighteen years of age. I believe this to be a stroke of luck in our favour, as a younger recruit should be much more adaptable and susceptible to less indelicate forms of conditioning.

— He is taking well to all forms of physical training. SI prototype prosthetic in full working order.

— Subject 21 is stable. As predicted, his age and relative lack of experience render him particularly receptive to mental conditioning. V. high level of success with sensory deprivation followed by careful positive reinforcement. Emotional vulnerability following longer periods spent in the sensory deprivation tank should not be confused with weakness. Subject still retains all his fighting abilities as well as instinct.

— The most successful method of treatment seems to be operant conditioning. Subject is susceptive to the standard reinforcement/punishment model. With proper stimuli, it seems we will not need to utilise the experimental Stark Industries memory alteration device; Subject 21 has internalised his experiences of the war and, in fact, has found them highly motivational. I am hesitant to call the project a success across the board but, if my predictions are correct, I believe Codename Winter Soldier might be able to run missions before the end of the year.

— Due to unforeseen circumstances, Dr Liu's contract with SHIELD has been terminated.

— Long-term punishment has best effects when administered in Room 001. Subject has so far displayed crippling phobias of enclosed spaces and water/drowning. Both were used effectively to evoke a fear response so overwhelming the subject was unable to use his fighting abilities. Thanks to this, we now have a specific obstacle to overcome of which we were not aware before. It is necessary to eradicate these weaknesses from Subject 21's psyche before he can be approved for use in the field. It has been agreed that we will expose him to the phobia triggers for a prolonged time.

— After four weeks of testing, Subject 21 has been deemed suitable for use in the field.

— To my distress and disappointment, Subject 21 has been put into stasis. Our superiors consider him too valuable for what has been termed "everyday deployment". After two years of working with Subject 21 I have to admit that it is, in a way, gratifying to know our superiors are so impressed with the results of Project Winter Soldier. It is my only hope to live long enough to see him deployed.


Field report: St Petersburg, 31/01/1954
Target(s): Gen. Vasily Ilyich Domagarov

Target eliminated without incident. Predicted retaliation; suggested heightened security wrt SHIELD operatives Level IX and above.


Field report: Szeged, 18/09/1956
Target(s): Miklós Szarvas

Target eliminated without incident. Collateral damage acceptable.


Field report: West Berlin, 01/11/1958
Target(s): [name redacted]

Target eliminated without incident. Collateral damage acceptable.


Field report: Krakow, 16/06/1962
Male: Eugeniusz Bobrowski; Cyprian Kołodziejczak; Andrzej Magusiewicz; Kacper Wójcik
Female: Anna Cerekwicka; Magdalena Dobrowolska; Joanna Górny; Maria Kłopotek; Renata Wójcik; Małgorzata Zamoyska

All targets eliminated without incident.


Field report: Washington, D.C., 04/10/1968
Target(s): David Cross*, Martin Foyet*

Both targets eliminated with prejudice. See Incident Report #46b/1968 for more information re: codename Winter Soldier's performance on American soil.

*) Confirmed alias. Awaiting corroboration from Counter-Intelligence Division.


Field report: Skopje, 19/08/1972
Target(s): Yelena Drakovna Belova*

Target eliminated without incident.

*) Presumed alias.


Field report: Tehran, 27/02/1979
Target(s): [twenty-one names redacted]

All targets eliminated without incident. Collateral damage of ninety-two. SHIELD operatives undercover at the scene have successfully redirected the local authorities' suspicion towards the KGB.


Field report: New York City, 15/03/1987
Male: [name redacted]
Female: [name redacted]

Both targets eliminated without —


Steve throws the file on the coffee table, papers scattering all over it and the floor. He's barely breathing and blood is roaring in his ears and, when he gets to his feet, there is a moment when his head spins and he thinks he might throw up. Just to keep himself from yelling, he presses the insides of his palms against his eyes, and the bright explosions behind his eyelids are enough to distract him from the nausea crawling up his throat.

It's — it's too much. He never asked —

Except he did. He wanted information. He wanted intel. He wanted more background on Bucky and, god, isn't this all the background a man could ever ask for?

SHIELD, or rather SSR at first, took twenty one American soldiers and turned them into guinea pigs. Weapon II Project. Subject 21, like that would take away all that pesky humanity and make the people they experimented on into something less. Steve wonders; he can't not. He wonders if the twenty one subjects were just those who survived some initial screening. He wonders how the "operant conditioning" worked. Is that supposed to be some kind of politically correct term for brainwashing? Months of experiments — and, god, even Dr Hastings called SSR's methods crude — followed by two years of conditioning and training.

No wonder Bucky looked so young in Manhattan. If they kept him in stasis all this time, didn't even give him time to adapt properly, he couldn't have aged more than a few months. That would make him, what, twenty at most? Something like that. There are photographs in the folder, but after looking at each once Steve turned all of them face-down.

He has information. He probably has more than he bargained for, but the only question remaining is —

Does this change anything?

Should it?

Steve wanted to find the Winter Soldier because for the first time since he woke up in the future he felt connected to someone. Brief as it was, Steve was so sure — maybe the same way he was sure with Peggy, once upon a time.

He wanted to find the Winter Soldier and instead he found someone more like himself than any other person should have a right to be, given the circumstances that landed Steve in the twenty-first century.

He wanted to find the Winter Soldier and instead he found another man out of time, an enigma that resolved itself into a tangle of barbed wire and a prisoner of war, turned prisoner of his own government, turned casualty of the Cold War (eight deployments; almost forty targets, countless collateral and Steve has to ask himself on whose hands all this blood is — America? SHIELD? Is there a guilty party in all of this, really, since the men who gave the orders are probably old or long dead?).

His hands are shaking but he forces them into stillness.

It's been twenty-four hours since the attack on Manhattan. If the files he read are anything to go by, the Winter Soldier should be in cold storage, or about to be put there.

Steve doesn't need to think twice.

Yeah, what he knows now changes things. It changes things dramatically.

There is a spare uniform in his closet, a modern Army uniform tailored for him. Steve doesn't put it on. He gets dressed in civilian clothes because he's not acting as Captain America or even as a soldier. He's doing this…well, he could lie to himself and say he's doing it for Sergeant James Barnes, formerly of the 107th Infantry, but the truth is that Steve is doing this for himself and there is no point in pretending otherwise.

The SSR must have found Bucky in the factory Steve and the POWs left bombed out. He was so close; it hurts, now, to realise that he could have saved Bucky before his nightmare and his long service ever even started. But, just like pretending he's driven by some great altruism here, it's pointless to dwell on could-have-beens.

He has a chance to act now and he's taking it because he thinks Sergeant James Barnes is damn well worth it.


His plan amounts to storming into headquarters, demanding to know where the Winter Soldier is kept in stasis and not taking confusion or evasions for an answer.

That's his plan, but it falls flat when Steve walks into the Times Square SHIELD building to the deafening wail of alarm sirens and flashing red lights. The place is a mess, agents running in all directions and more than one looking around in abject bewilderment. It reminds Steve of the time he broke out of this place, kneeing and elbowing his way through a sea of men and women in black suits.

'All operatives,' calls a mechanical female voice, 'Code Alpha White. All operatives, Code Alpha White.'

The elevators are down for the count and, as Steve stands still, trying to regroup and decide if he wants to get himself into yet another hot mess, there is a grating metallic screech — when Steve turns, a blank grey wall comes down over the main entrance, and everything goes dark until emergency lights kick in, drenching everything in eerie green and red. No one panics. After a moment of confusion people seem to get a grip on themselves and start moving with more purpose.

Steve goes for the safest bet: Fury's office. If there's one person who can tell him what the hell is going on this time and if Steve needs to suit up (he'd do it; he knows he'd do it, just like he knows Fury would have no compunctions about guilt-tripping him into doing it if Steve made like he wasn't eager), it's Director Fury. A cynical part of Steve wonders if alarms go off around here on a daily basis or if he's just unlucky enough to have stumbled across another inter-dimensional space alien attack.

He's all the way to the fourth floor, going against the flow of agents running downstairs, when he hears the yelling. At first he's sure it's just Hill trying to be heard over the alarm, but then he gets close enough that words start to register and he almost freezes — and then starts running faster.

'— was told he was contained,' Hill is saying, followed by Fury's exasperated, 'The Winter Soldier has gone rogue, how fucking contained does that sound to you?'

When Steve rounds the corner, it's to the sight of Hill shutting the door to Fury's office with much more force than is necessary; the bang is still audible over the sirens and people shouting downstairs. She comes to a sudden stop when she sees Steve, her eyes going wide and hands fisting at her sides. Steve stands in the corridor, breathing fast. He has no idea what his face betrays.

'Rogers,' she starts, an unidentifiable shadow passing over her face. 'You're coming with me.'

There is not much Steve can say to that, even though he's pretty sure Deputy Director Hill (or Nick Fury, for that matter) doesn't have any real authority over him. But if this is about the Winter Soldier, about the Winter Soldier going rogue — and Steve doesn't know what that means, is terrified to even wonder —

'Yes, ma'am,' he barks, and follows her down the fire stairwell to the sub-basement levels.

As soon as they get below ground floor, things go unnaturally quiet. The alarms are dulled and muted, turned into a reverberating throb that Steve can feel under his skin. The lights are dim, yellow and somehow dirty, and Hill leads the two of them away and further into the bowels of what looks like an underground facility the Times Square headquarters might as well have been built to mask. There are corridors on all sides, one leading into the other, and the thought of just how big this place could be sends shivers down Steve's spine.

The first agent they find is unconscious. She's propped up against the wall, stripped down to her underwear. Her weapons are missing. It's Hill who bends down to check her pulse, and her shoulders slump in defeat when she finds it.

'Shouldn't you call for someone to help her?' Steve asks, when Hill straightens and turns back in the direction they were headed.

She shakes her head. 'Comms don't work down here. He's the priority now. And I'm hoping you're all the backup I might need,' she throws over her shoulder with an attempt at a smile. It doesn't reach her eyes, but Steve wasn't expecting it to.

Considering what he has read about the Winter Soldier, his training and his deployments, Steve wonders if he really would be able to take him.

The second agent is unconscious too but, when they get to the third one, Hill's shoulders tense and her mouth is a thin white line. She shakes her head when Steve moves to check the agent's vitals himself.

'It's just through here.'

Steve forces himself to look away from the body on the floor, and follows Hill into a room on the left. Two more dead agents wait for them there. One is a clean kill, head twisted to the side and the body laid carefully on the floor; the other is something else entirely. His throat is ripped out, blood all over the front of his uniform and the floor around him, his eyes still wide and terrified. Steve swallows compulsively before he's sure his voice will come out steady.

'He must have been the first,' he says, nodding at the massacred body at his feet. Hill looks up, frowning, from where she's crouched next to the other one. 'It was — not self-defence but definitely self-preservation instinct. The second was quick and clean. So was the third one. The fourth, he left alive.'

Hill hums in assent. She gets up and dusts off her hands. 'That makes sense. Also explains why he stole a female operative's uniform. He wasn't thinking clear enough before that, and then —'

'A trained soldier wouldn't double back. No time.'

'No,' Hill agrees.

In the centre of the room, silent and inactive machinery is surrounding what Steve knows very well must be a cryostasis chamber. It's sleek and futuristic-looking; probably not the model first used on Subject 21. There are cables on the floor, and a pool of water reflecting the side of the chamber. There is also something that to Steve's untrained eye looks like a power generator of some kind, visibly more dated than the other machinery in the room. Hill moves towards it without even looking at the chamber itself. She prods at the generator. Steve shifts from foot to foot.

'Jesus fuck,' Hill whispers after a moment, rubbing the bridge of her nose. At Steve's questioning look, she breathes out a tired sigh. 'An hour and a half ago there was a blackout. Fourteen seconds without power. When that happens, the cryo unit is supposed to reroute itself to the backup generator.' She nods at it. 'Except this one's fried, and it looks like it's been fried for some time. Some incompetent moron must have forgot to check when they were doing maintenance on the rest of this stuff.'

Steve starts to understand. 'And when the unit couldn't draw power from the backup generator…?'

'It defaulted to defrosting the person inside. Christ. He was barely put under. It takes some four to five days to get the body temperature low enough without risking tissue damage.'

'If that was an hour and a half ago, why's it taken so long for the alarm to start?'

'Shift change at the surveillance stations,' says Hill distractedly.

A power outage. A shift change. The Winter Soldier being not-quite-frozen yet. It all seems very conveniently timed, but Steve knows better than to open his mouth.

But the puzzle pieces are finally falling into place, and he realises — he knows — that it can't have been Barton or Hill who left the Winter Soldier files literally on his doorstep.


Fury is not surprised to see him but, if there is one thing Steve has learned about Nick Fury, it is that not much surprises him. He stands behind his desk facing the wall of windows overlooking Times Square, hands crossed at his lower back. His posture is that of a soldier at rest.

Instead of slamming the door like an insolent child, Steve closes it and waits. His jaw is clenched tight enough that it aches but he waits.

Eventually: 'The Cold War was nothing like any of the wars we fought before that,' says Fury. Steve frowns. He didn't come here for a lecture; he came here to get some answers. He bites his tongue and, again, waits for Fury to go on. 'Captain America was exactly what was needed in the 40s. You were perfect for your time, Cap. Except times changed. There was talk about another Project Rebirth, maybe putting some poor bastard in the spangly getup again, but ultimately, when the Marshall Plan rolled around, what America needed wasn't someone like you. We didn't need a symbol.'

'You needed a weapon,' Steve says, trying to sound neutral. Weapon II Project started in 1944, four full years before the goddamn Marshall Plan. Steve might be new in this place but he brushed up on his history.

Fury turns to face him, then, and, for a moment, Steve thinks there is something honest in his expression. It's only a split-second, though, and he might have imagined it.

'The thing about weapons,' says Fury, 'is that they're tools. And tools outlive their usefulness.' He slides a thin manila folder across his desk. Steve doesn't move an inch. 'We live in a time where it's much harder to get away with brainwashed assassins running around and the Helsinki Group is already watching our hands. Now, there is also you and the rest of the Avengers. Under the circumstances, the World Security Council would have the Winter Soldier euthanised.'

'You disagreed?'

Fury lifts an eyebrow. It speaks volumes. 'I think he's earned his retirement.'

'You set this whole thing up,' Steve says. It comes out bitter, but to hell with it. Of course Fury set them up, of course he wanted Steve to dig into the Winter Soldier's history. It was too easy from the start. Earned his retirement? More like earned his freedom. Steve doesn't know what's worse: the fact that this might be as close as Fury could ever get to doing the right thing with his hands tied or the fact that this — all of this —

'Was this a test?' Steve demands.

Fury keeps looking at him, expression blank. 'Isn't everything?'

It's too much. Steve moves closer to the desk to grab the file, just to occupy his hands. There is nothing on the front page, and he can't bring himself to see what's inside; not with Fury watching him like a hawk, and not when Steve doesn't know if he can trust himself to stay as calm as he'd like.

'The first thing he did was disable the GPS transmitter in his left arm,' Fury says. 'He wasn't supposed to know about it. Four hours later he disabled — or cut out — the transmitter in his right shoulder. He wasn't supposed to know about that, either. I have no clue where he is but I'm giving you my wild-ass educated guesses.' He nods at the file that Steve holds in hands that do not shake.

Steve can feel his back going a little straighter. 'I'm not gonna bring him in.' I'm not your lackey, he wants to add, but bites his tongue and reminds himself that Fury is on his side on this one.

'I'm not asking you to,' he says. 'In fact, what I'm asking is that you stay off the grid if you can, Cap, because that is the only way I'm going to be able to keep interested parties off your backs. I just need you to agree to do one thing.'

It almost makes Steve smile. Yeah, that sounds like SHIELD. Never stop negotiating.

'What is it, sir?'

'When I need you — when I need Captain America — when the world needs Captain America, you're going to have to come in.'

Steve nods. 'You'll know where to find me,' he says.

There's a finality here, Steve realises. He was with SHIELD for two weeks and two days, and now it's over. He wonders briefly what the official party line will be: Captain America gone rogue? Captain America gone senile? He wonders, then finds that he doesn't care.

'Thor will be taking his brother back to Asgard tomorrow morning,' Fury says just as Steve starts gearing himself up to leave. 'The team will all be there, as far as I know. Thought you might want to join them.'

Steve lets out a surprised laugh. To be honest, he hasn't thought about Loki since the last debriefing on the Manhattan situation ended. He smiles.

'Sorry, sir. I think I have a date to catch.'