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Bruce talked to Hank McCoy while Steve and Tony arranged a trip to the Triskelion (presumably).

"The Extremis subjects had to be re-dosed once every thirty days. If the suppressant uses the same host as Extremis, chances are Xavier and Magneto will regain their powers in a month."

"Let's hope so," said McCoy gravely. "By the way, would the Avengers be amenable to a few of our members getting to the bottom of the attack?"

Bruce turned to Natasha and Barton, who nodded. "Hey, we're curious, too."

Thor cornered Bruce for a talk afterward.

"I trust Steven to lead us well," he said. "But his once thought dead comrades returning as our enemies, it can shake the best of us. Can I trust you to watch his back?"

"I'll do my best," Bruce promised.

Then he went away looking for Steve. He found Steve inside the destroyed med bay, alone, crouching on the floor, and surveying the rubble in Cap Mode. The bleak look was back.

"You saw the third attacker," Steve murmured, after a long beat.

Bruce nodded. "Yeah."

Steve continued to stare at the floor.

"I know him."

Bruce intended to keep quiet, to let Steve work it out, but couldn't help himself. "How?"

Steve took in a lungful of air. Exhaled.

"I don't know, but I know him."

oooo

Steve didn't mention Metal Arm's possible identity to anyone else. Instead, Steve focused their attention on the SWAT member turned Sea Urchin.

"Do we have a way to contact Erik Shin?" Steve asked.

"He left his business card," said Tony, brandishing it.

Erik teleported back immediately after Tony called. When Steve told him Harry the Wizard turned a man into a Sea Urchin with a wave a wand, Erik shook upturned clawed hands, muttering: "How can?! HOW CAN?!" He then spent the next two hours drawing an enormous mandala with chalk and some judicious sprinkling of blood.

"Wave of a wand," Erik grumbled for the umpteenth time as he crouched before the finished mandala. "I'm going to de-transfigure him, now. Please brace yourself."

Everyone aimed their weapons at the Sea Urchin placed in the center. Erik sighed, then placed his palms on the ground.

The mandala lines lit up. A pillar of light appeared. It blinded them for a moment. Then the light faded, and Bruce saw a man in the center. With a jolt, Bruce realized he knew him.

"Rumlow," said Steve, while Clint swore extensively.

"Cap," Rumlow returned, shakily.

Steve's countenance turned stony. "Care to explain why you attacked a school full of kids?"

"Whoa, whoa, hold it, Big Guy," said Rumlow, raising a hand up. "I had my orders. It's nothing personal."

Steve marched towards Rumlow, hands clenched into fists.

"Oh, c'mon, you're not the type," Rumlow scoffed.

"I'm not," Steve agreed. "But they are."

As though on cue, Natasha, Logan and the rest of the X-Men approached.

"We ain't got time for your bullsh!t," Logan growled with his claws drawn. "Someone get Marie. Let's see if she can absorb Chuck's powers."

It turned out Anna Marie, aka Rogue, could absorb Mutant powers from one whose x-gene was temporarily deactivated. Once she gained Xavier's telepathy with his blessings, Rogue siphoned Rumlow's secrets from his mind. It was easy enough to do; Natasha asked probing questions and Rumlow couldn't help but think the answers.

"Taking Magneto and the Professor down, it's part of Phase Two," said Marie with a look of concentration. "Phase Two involves… an algorithm that uses demographics and social media data to evaluate every citizen and identify those who pose a threat."

"Threat against whom?" Steve asked.

Marie licked her lips.

"Hydra."

oooo

"I thought Hydra dissolved after World War Two!" Tony shouted inside the X-Men's dual rotor helicopter, which was flying the Avengers and the X-Men to DC.

"Operation Paperclip," said Natasha grimly as she typed away at a Stark Tablet. "The United States government recruited over a thousand German scientists, engineers, and technicians to gain military advantage for the Cold War. Many of them were former Nazi party members. Arnim Zola was one of them."

"The scientist behind Red Skull?" Bruce cried.

"The one and only," said Natasha with a terrible smirk. "Now check this out: SHIELD employed him in 1946, and he stayed under their employ until his death in 1972." She snorted. "And here I thought I was going clean, joining SHIELD."

Clint patted her elbow consolingly.

Bruce dug his fingers into his knuckles. You can't shake hands with the devil and say you didn't mean it…

"So SHIELD is compromised," Steve muttered. "Been compromised since the beginning, probably. That said, I can think of at least a dozen people there who aren't. We need to take care of them. Tony?"

"Way ahead of you, Captain Spangles," said Tony. "I turned our super-secret superhero club into a real thing. Got the documents and lawyer fees to prove it. If any SHIELD person needs it, we can grant them asylum as employees. What should we call them, by the way? Avengers Affiliates?"

Steve smiled crookedly.

"How about Aegis?"

oooo

Tony directed the X-Men to land the helicopter on his River Road mansion's lawn. The driver-side door of the lone Maserati parked in the driveway opened as soon as they landed, and Sam Wilson stepped out.

"You called Sam?" Bruce asked Steve.

Steve nodded. "I wanted advice on POWs."

Bruce and Steve introduced Sam to the others and vice versa ("You should've told me I was gonna meet all the Avengers and all the X-Men," Sam groused, wide-eyed). Then everyone entered the mansion. Nick Fury was waiting for them inside an alcove without windows. He looked like he'd survived a battle against an armed jaguar after getting run over by a truck.

"About damn time," Fury growled. "You know how hard it is to wait when you have a lacerated spinal column, cracked sternum, shattered collarbone, perforated liver, and one hell of a headache?"

"Don't forget your collapsed lung," said a doctor-looking person.

"Oh, yeah, let's not forget that," Fury grunted.

"I thought the meeting was tomorrow," said Steve.

Fury somehow shrugged with just his face. "My wife kicked me out."

"Are you talking metaphor or real?" Tony quipped. "More importantly: How did you get in here? I put security protocols specifically to keep you out."

That moment, Maria Hill and Tony's old Physical Therapy nurse stepped into view. "Sharon Carter. I'm Agent Thirteen," said the latter.

Tony faced-palmed. "And people wonder why I'm paranoid!"

Hill explained what had happened. The Winter Soldier—the one with a metal arm—had gone after Fury shortly after an informal meeting with Secretary Pierce.

"What was the meeting about?" Steve asked.

"Project Insight," answered Fury. "Three next generation Helicarriers synced to a network of targeting satellites. Once we got them in the air they'll never need to come down. Continuous suborbital flight courtesy Stark Industry's new repulsor engines."

Tony's eyes went wide.

"The new long range precision guns slated for install can eliminate a thousand hostiles a minute," Fury went on. "The satellites can read a terrorist's DNA before he steps outside his spider hole. We'll be able to neutralize a lot of threats before they even happen."

Steve frowned. "I thought punishment came after the crime."

"We can't afford to wait that long," said Fury. "After New York, I convinced the World Security Council we needed a quantum surge in threat analysis. For once, we were going to be ahead of the curve."

"By holding a gun at everyone on Earth and calling it protection," Steve growled.

Fury narrowed his one eye. "You know, I read those SSR files. Greatest generation? You guys did some nasty stuff."

"Yeah, we compromised. Sometimes in ways that made us not sleep so well. But we did it so the people could be free," Steve nailed Fury with a piercing glare. "This isn't freedom, this is fear."

There was a tense beat.

"So why try to kill you?" Steve asked.

"I smelled a rat with Insight's targeting algorithm. Asked Secretary Pierce to vote for a delay so I can get to the bottom of it." The line of Fury's lips hardened. "I don't believe in coincidences."

Steve nodded once. "What's gonna happen to our meeting?"

"What meeting? I was declared dead. Can't kill or meet me if I'm dead." Fury then showed them a hologram featuring a wrinkled old white man wearing a conservative three-piece gray suit and a red tie done in a perfect Windsor knot. "Alexander Pierce. Secretary of World Security Council. Old friend. He's gonna summon you for questions."

"Friend or foe?"

"He declined the Nobel Peace Prize. Said, 'Peace wasn't an achievement, it was a responsibility.' But then this happened." Fury grimaced. "See, it's stuff like this that gives me trust issues."

There was another tense beat.

"How launch-ready are the carriers?" said Natasha.

"Everything but the new repulsor engines is ready," said Hill. "The old engines are still in place. All fully functional. They can launch any day."

"We need to stop any possibility of a launch," Steve turned to the X-Men. "I won't tell you what to do, I haven't the right. But if you get involved in this, it gonna make things even more difficult for your people."

Logan shifted the cigar clamped between his teeth and shrugged. "Didn't come here expecting things to get better, bub. Nice to know who I'm fighting, actually."

"Right," said Steve, smiling wryly. "Back to stopping the carriers… Shadowcat, when you phase through circuits, it shorts them beyond all hope of recovery, correct?"

"Don't remind me what happened to my portable suit," Tony grumbled.

Shadowcat—Kitty Pryde—nodded savagely. "Leave it to me, Cap. Just point us where to go."

"They won't leave us much to salvage," said Fury.

"We're not salvaging anything," Steve retorted. "We're not just taking down the carriers, Nick, we're taking down SHIELD."

"SHIELD had nothing to do with it."

"You made me Commander, and this is my call," Steve leveled a glare at Fury. "SHIELD's been compromised. You know this, Nick. Hydra was right under your nose and nobody noticed."

"Why do you think we're meeting? I noticed."

"And how many paid the price before you did?"

"Look, I didn't know about Xavier Institute."

"Even if you have, would you have told me?" Steve argued. "Zola was with SHIELD since the beginning. Seventy years. SHIELD, Hydra, it all goes."

"He's right," said Hill.

Fury glared at his other two agents. Natasha raised an eyebrow and Clint shrugged.

At length, Nick Fury sighed.

"Well ... Looks like you're giving the orders now, Captain."

oooo

"So why do you need help with POWs?" Sam asked later.

Steve hesitated before answering:

"The sniper team that attacked Xavier's school… they were my old teammates. Willie Burnside and Jack Monroe."

Everyone turned to stare at Steve. Sam covered his mouth and winced. "Well sh!t."

"Yeah," Steve murmured.

Bruce was about to ask how Steve knew the spotter was Jack Monroe, but then remembered Steve's acute sense of smell. It's like being pregnant all the time, Steve had once said on a Live Q&A. Also: I have a deep appreciation of the world dogs must inhabit, Steve told Pepper on one of their daily video conferences.

Dimly, Bruce had a sense he knew who Metal Arm was. But that was impossible. He still had doubts about whether the snipers were Burnside and Monroe. They were only plausible because they'd gone AWOL, and their deaths hadn't been confirmed. Besides, everyone else in the old team Captain America were…

"So the question is: how can I save him, if it's even possible," said Steve.

"He didn't recognize you," Logan stated.

"No."

"Then whatever Hydra did to him, might've completely destroyed who he used to be. He may never recover. I'm just saying."

Steve turned stricken. "But I can't just…"

"He might not give you the choice," said Logan bluntly.

Steve said nothing.

"That doesn't mean we have to take him down," said Kitty carefully. "I mean, between the thirteen of us, we might be able to incapacitate him? Then see if Professor X can," she wiggled her fingers next to her head.

"Fourteen," Sam corrected. "Count me in."

Steve stared at him. Sam took out a photo from his inner jacket pocket and raised it so everyone can see.

"Is this Bakhmala?" said Natasha, studying the photo keenly. "The Khalid Khandil mission. That was you." To Steve, she said, "You didn't say he was a para-rescue."

"Is this Riley?" said Steve, pointing.

Sam nodded. "Yeah."

"I heard they couldn't bring in the choppers because of the RPGs," remarked Natasha. "What did you use, a stealth chute?"

"No. EXO-Falcon."

"Oh, I know that project," Tony piped. "Very Classified. Very experimental. SI built the prototype and did all the upgrades. Think I can get my hands on a beta. You're very welcome."

"Yeah, thanks, man," drawled Sam.

"I can't ask you to do this, Sam. You got out for a good reason," Steve protested.

Sam grinned. "Dude, Captain America needs my help. There's no better reason to get back in."

Steve studied him for a moment. Then a small smile tugged at the corners.

"Yay, teamwork and the power of friendship," said Tony, only half-mocking. "So we all storm the fortress tomorrow. No surprises who might be waiting for us there. Speaking of which, Steve. You're pretty sure the spotter was Jack Monroe. Any idea who the third one is?"

Steve's smile dimmed. Bruce could see the dread in Steve's eyes.

"I think I know him."

That was all Steve would say.

oooo

The X-Men and the Avengers spent the rest of the night conferring with Hill, Sharon Carter, and Fury on tactics. They agreed to a three-prong attack: 1) neutralize all three carriers, 2) identify and incapacitate Hydra-compromised SHIELD agents, and 3) make Project Insight and its target list public, thus expose Hydra.

Steve, it turned out, had done much of the work for item 2). Since waking up in the twenty-first century under SHIELD custody, Steve had been sniffing out, often literally, who can be trusted.

"It's basic wartime strategy. Know potential friend from foe; trust but verify," Steve said while producing a notebook of full of names. "Nick, you were the worst. Even when you're telling the truth you stank like a liar. Anyway, this is just a guide. You'll need to do your own homework for agents I haven't met."

Hill reviewed the names and whistled.

Tony brushed away an imaginary tear. "Look at our baby, Bruce. All grown up and destroying Big Brother."

The next morning, the World Security Council summoned Steve to report to the Triskelion. Agent Sitwell, who delivered the message, empathically stated the orders pertained to Steve only.

"I'm going, too, and you can't stop me," said Bruce, just as empathically.

"I can go alone," said Steve.

"Oh, I have no doubt," Bruce agreed. "Thing is, you don't have to."

Steve didn't reply, but the unshed tears said everything.

Steve refused to board SHIELD's armored car and told Sitwell to expect them on site. Once the agents left, Steve shrunk to Optimal Mode and dressed accordingly.

Sam, who witnessed the transformation without any warning, poor guy, stared at Skinny-Steve for a long time. Then he looked at the Avengers with a mute plea. Bruce didn't have the heart to tell him the options: pre-teen boy or barely-legal girl.

Tony patted Sam's shoulder. "This is why my issues have issues."

Bruce rode on the back of Steve's motorcycle. As soon as they entered the Triskelion, a thunderstorm only the craziest and most foolish pilot would dare to brave roiled the skies. Bruce assumed Thor had summoned it. He further assumed the X-Men were making their way to the secret underground facility that housed the three upgraded helicarriers.

Sitwell led them to an office on the top floor. The door opened and revealed Alexander Pierce.

"Ah, Captain, Dr. Banner," he said. "I'm Alexander Pierce."

"Sir," said Steve.

They shook hands. Pierce said, "It's an honor to finally meet you, Captain. My father served in the 101st. Come on in."

Steve and Bruce entered a sleek office that had a wall of glass, holo screens, and metal and gray leather furniture. Steve stood at parade rest, and Bruce slouched with his hands threaded above his stomach.

Pierce displayed an old photo of Fury and himself.

"That photo was taken five years after Nick and I met," Pierce explained. "When I was at State Department in Bogota. ELN rebels took the embassy, and security got me out, but the rebels took hostages. Nick was deputy chief for the SHIELD station there. And he comes to me with a plan. He wants to storm the building through the sewers. I said, 'No, we'll negotiate.' Turned out the ELN didn't negotiate, so they put out a kill order. They stormed the basement, and what did they find? They find it empty. Nick had ignored my direct order and carried out an unauthorized military operation on foreign soil. He saved the lives of a dozen political officers, including my daughter."

"So you gave him a promotion," said Steve.

"I've never had any cause to regret it," said Pierce. "Men like Nick Fury are hard to come by. His death is a great loss. Thankfully, we have you."

Steve's eyebrows shot up. Smirking, Pierce pointed at a holo screen, and three middle-aged suits of different nationalities appeared. Bruce could smell politician from them.

"The World Security Council and I are in one accord," said Pierce. "We want you to lead SHIELD, Commander Rogers."

Bruce was stunned.

WHAT?! he wanted to squawk.

"I'm sorry," said Steve, eyebrows rising higher. "But shouldn't the priority go to sub-director Hill?"

"Under normal circumstances, yes," said one of the councilpersons. "But these are not normal circumstances. Not even remotely. Besides, you must've noticed the late Colonel Fury was preparing you for leadership."

Steve said nothing.

"Now I have to admit, when Nick floated the idea, we weren't optimistic, if not downright skeptical," Pierce said. "But you've succeeded beyond our wildest expectations. In every area, you proved yourself worthy of your legend. In tactics, you defeated even Nick in his own game. All said we couldn't think of anyone better. Do you accept, Commander?"

Steve didn't reply.

Bruce himself was troubled at the turn of events. The idea of Steve leading a Hydra-infected SHIELD, working for them essentially, was repulsive at a visceral level. But if Steve took leadership, they could possibly clean up SHIELD without much bloodshed.

Steve drew in a breath.

"I must refuse."

Pierce frowned. "Why?"

"Because neither SHIELD nor you are what you claim to be."

Then Steve activated the hacking device Tony gave them and took over the SHIELD intercom.

"Attention, all SHIELD agents. This is Captain America speaking. 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. I'm posting Insight's target list and algorithm on Reddit as I speak. Don't be surprised if you find your own name."

On cue, one of the holo screens displayed the hundred million names Nick was able to hack out from Project Insight's data mining programming.

"Even if you aren't a target, if you launch the Helicarriers, HYDRA will be able to kill anyone that stands in their way," Steve continued. "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."

A breathless pause followed Steve's speech. Bruce couldn't interpret Pierce's expression, but panicked was not one them.

"You smug son of a bitch," growled one of the councilmembers to Pierce, at last. He turned to the two SHIELD agents entering the office. "Arrest him!"

The two agents disconnected the councilmembers instead. Next second, they were both unconscious on the floor with Steve standing over them.

"You're making the wrong choice, Captain," said Pierce. "If you dump Project Insight on the Internet, everyone will know the secrets you wanted to keep hidden. Are you ready for the world to know you as you really are?"

"I only kept it a secret to protect the least of us," Steve snapped, and Bruce's jaw dropped. "I would've even let you re-write my past if it meant they'd be spared. But that would've been playing into your hands."

"Everything we did, we did to eliminate the things that threaten the world," Pierce retorted. "Let me ask you a question. What if a group from Pakistan was going to plant a dirty bomb in Brooklyn tomorrow, and you knew that they were going to detonate when it's full of children? And you could just stop it with a flick of a switch. Wouldn't you?"

"No. And that's the clincher, isn't it?" Steve thundered. "If Bruce hadn't taken me in, I would've had no choice but rely on you. And you would've stolen my name, my past… everything that makes me who I am, you'd've carved it out, and then reshape me to your own image. Someone who'd click your damn switch without a second thought."

Bruce stared. Steve's face was transforming; turning, he suspected, to the person Steve use to be. The truly pre-serum Steve.

And at that moment, he saw a glimpse of the truth he so ardently wished to know.

Steve, if you met more than one requirement for an American Infantry Soldier back in 1942, I'll eat my shoes, Bruce thought. Meanwhile, Steve was still shouting.

"Isn't that what you and Hydra did to Willie?! To Jack, and…"

The office door opened again, and a much larger group of agents marched in. Leading the posse was Metal Arm. He wasn't wearing a mask.

Bruce recognized his face. So did Steve.

"Bucky," Steve rasped.

The Winter Soldier—Bucky Barnes—frowned.

"Who the hell is Bucky?"

The look on Steve's face … the shock, the despair, the gut-wrenching agony… Bruce knew without a shadow of a doubt Steve could not and would not fight back.

"I'm so sorry Steve," Bruce murmured, as he unleashed his burbling anger, "But I can't let him hurt you."

Then all went black.

oooo

When Bruce came to, he heard AC/DC competing against Marvin Gaye's Trouble Man.

"Really, Tony?" he grumbled.

"No dissing my jams, heathen," Tony retorted.

Bruce looked around. He was in a hospital bed. To his left, Steve was sleeping fretfully, but none worst to wear.

"You did good," said Tony. "You didn't kill anyone. Not even the Winter Soldier, metal arm version, though the Green Guy tried really hard."

Bruce noted the lack of Jack Monroe and sighed heavily through his nose. "What else?"

"Pierce is dead, the X-Men broke all the helicarriers and left without getting caught, SHIELD disbanded, and we have hundreds of talented recruits for Aegis. Dr. Fernando is one of them. The House and Senate called for a hearing. How are we supposed to do national security when you've laid one of the core apparatus to waste, they complained. You have that thing called CIA and DOD, don't you? I told them. So they threatened, and Romanoff dared them to do their worst. Not that they would, since, you know, they need us. I quote: Yes, the world is a vulnerable place, and yes, we helped make it that way. But we're also the ones best qualified to defend it. We walked away scot-free. Meanwhile, the Internet broke itself."

"Found anything?"

"Not all the rats went down with the ship. Fury is off to Europe," Tony turned grim. "There are Hydra strongholds all over the world. We need to clean up."

"Avengers Assemble?"

"As soon as Steve calls it."

Tony left soon after. Bruce stared at the ceiling for a beat and then asked: "Are you really sleeping?"

"Not really," Steve replied.

Bruce raised himself up and Steve's eyes opened. They looked at each for a long time.

"So, uh, I saw your face," Bruce mumbled.

Steve shrugged, "I wanted you to see. I don't think I can do it again."

Bruce nodded. Waited.

"The thing I forgot … was my name. From before," said Steve softly.

Significant Moments; things that shape your identity, Bruce recalled as he nodded again.

"What was it?"

"Stephen," at the look on Bruce's face, Steve grinned. "No really. My Ma named me so on purpose. Germany wasn't the first nation that tried to systemically cull out undesirables, you know. When I was growing up, you could see posters saying: 'There are those who by nature are burdens of society.' If you got classified as an "imbecile", they took you away and locked you up, never to return." A pause. "Ma always said no one has the right to say someone else doesn't have the right to live, except maybe murderers. She also said I can call myself whatever I wanted after I got married."

The things you don't know, Bruce thought bleakly.

"So what is the real story behind you and Barnes?" Bruce asked. "I mean if your history as Steve Rogers is all made up, then…"

"Most of it is based on truth," said Steve. "We did grow up together in Brooklyn. I did trek forty miles alone in enemy territory to Zola's lab because Bucky was my best friend. I tried to hide who I was after. SSR sent Buck a letter that said I died of TB. It would've worked, except I'm a terrible actor, and Bucky's always been sharp."

"How did he react?"

"There was a lot of angry shouting. He only quieted down when the Brass threatened to send him back with a blue slip."

Bruce had no idea what a blue slip was, but he could guess it was nothing good.

"You're going to go after him, aren't you?"

"You don't have to follow me."

"I can ground you. So when are we gonna start?