Long, casual strides took James Barnes through Macy's, with his eyes scanning the racks as he passed them. He had been stuck wearing the same pair of goddamn jeans for the past month and had finally broken down enough to go shopping for a new pair. He found a table piled high with Levi's and absentmindedly shuffled through the clothing, absolutely awestruck at the variety of denim one store could sell. He finally settled on a darker blue wash, realized with a groan that he had absolutely no idea what size he wore, and resorted to contorting himself so he could read the size on the tag of the pair he had on, making sure no one was watching this admittedly awkward maneuver first. He found his size on the table and headed to the fitting rooms, deciding it was better to try on the jeans before he bought them than to have to go through the hassle of returning them in the off chance they didn't fit him. On his way over, he passed by a woman browsing through a rack of red dresses, but as he passed she turned to look at him. Their eyes met and he gave her a flirty smirk, causing her to blush and smile back shyly before resuming her search.

As he emerged from the fitting rooms, he saw two large men walking purposefully toward him, and his blood ran cold. He knew that eventually Hydra would catch up with him, but he hoped that by laying low in a small town he would be fine. He hurried in the other direction, turning through the store and hoping to at least temporarily lose his followers. He practically flew past the jewelry counters before he was stopped by a woman walking into his path. It was the same woman from the dress rack, and a gentle smile played on her lips.

"Um, hey." Her voice was soft and she was obviously very nervous, "So, my name's Katie, and I don't really do this like, ever, but I thought you were kind of cute and my friend kind of dared me to, so I was wondering if you'd maybe want to go grab a cup of coffee with me?" she fiddled with her hands and looked hopefully up into Bucky's eyes. He mentally kicked himself for even smiling at her earlier, because now she was standing in the way of his escape, but he attempted to stay calm.

"Listen, Katie?" he looked around awkwardly, raking his mind for any excuse to leave right then and there. It's not that she was anything less than beautiful, and if he were in any other situation than the one he was in now, he would've taken her up on her offer instantly, but he had to leave, and quickly.

"You know, I'd really love to have coffee with you but-"

"Shit" she cursed, and he noticed her eyes had moved to something over his left shoulder. Her smile dropped instantly and her full lips pressed into a hard line. She grabbed the wrist of his metal arm and began to pull.

"Listen, you need to come with me right now." The California-Valley lilt her voice had held before was now gone and she frantically looked around the store, trying to find a quick exit.

Bucky pulled his arm back and out of her grasp, eyeing her suspiciously, "Who are you?"

She rolled her eyes, "You're James Buchanan Barnes, right? Well I'm a friend of a friend, and I need you to follow me, now. I can explain everything on our way but right now I need to get you to safety." She resumed her hold on his wrist, "So play along."

There was an exit directly in front of him that led out to the rest of the mall, and the woman turned to face it, pulling his wrist so his arm draped around her shoulders and walking swiftly toward the exit. As soon as they left the store, she guided them directly into a large crowd of people; her pace quickening into more of a jog now and his arm slipping from off of her shoulder as he sped up to stay by her side. The woman shot a glance behind them to see that the men were now pushing their way through the crowd and ducked through more people before turning into a small store and heading for the back corner. Out of the corner of her eye, she saw the men coming to the entrance of the store and scanning the mass of people around them. Racking her brain for anything to keep their eyes off of the pair, she remembered a trick her mentor had once taught her.

Public displays of affection make people very uncomfortable.

She turned to Barnes, an apologetic look in her eyes, and placed a hand on his shoulder. Confusion twisted his face slightly, and her other hand went to the back of his head and pulled her lips to his. She felt him tense but held him close to her still, her eyes slightly open, until she saw the men hurry away from the store. She let him loose and stepped away, noticing a look of pure shock embedded in his features. His head was still bent down and his eyes were wide, and though she thought it was a little cute, she rolled her eyes and pulled him away and out of the store.

They headed to the upper level of the mall, hoping to lose the two men downstairs, but as they stepped off of the escalator, she spotted two more Hydra agents not far in front of them. She turned around and saw the two agents from before making their way up the escalator behind them, and Barnes must have spotted them as well because in the next moment he was grabbing her hand, his gloved fingers lacing in with hers. She shot a look back at him, confused by the sudden contact, and he nodded to something to the left of her. Realizing with horror what he was suggesting, she began to protest, but he was much stronger than she was and yanked her toward the source of his plan.

The woman let out a scream as they crashed through the window, and Barnes twisted around so she was facing his chest, with him in between her and the pavement below. As they landed, the breath was knocked out of them and they lay still, listening to the shards of glass sprinkling down around them. She pushed herself up and off of him, trying desperately to catch her breath.

"You okay?" she wheezed, offering a hand to help him up. He nodded and stood, and she began to lead him away to the parking garage. "Come on, I have a friend here waiting to pick us up."

Barnes bristled at this comment, but decided that this woman was probably less harmful than the agents in pursuit behind them. The two rounded a corner and a large jet came into view, with the loading bay sitting open. The woman ran up into the belly of the jet, her black boots clicking on the metal floor, but he stopped just short of the entrance. He knew this jet. She turned around, her fawn hair whipping around behind her, and held out her hand.

"Barnes, come on." She pleaded, "We need to get you out of here now!"

"Who are you?" he asked, not moving from where he stood. "How do I know I can trust you?"

She sighed, "My name is really Lillian Gray, and I can tell you everything else you'd need to know as soon as you get on the damn jet. Come on." Barnes set his jaw in response. Deciding she didn't have time for this, she pulled a tranquilizer gun from her waistband near her lower back and shot him in the chest. He fell immediately, and she was barely able to catch him; her arm gripping around his waist so her shoulder propped his limp body up slightly.

"Steve! I'm gonna need some help out here! Damn, you super soldiers are heavy."

A tall blonde man approached from the front of the jet, rushing to aid her in carrying the dark haired man. Together, they brought him into the belly of the jet and lay him on the cold floor. The ramp closed behind them and Steve gave Lillian a pat on the back.

"Thank you, Lilly." His smile made his blue eyes shine, and they both held on as the jet lifted off. Lillian sat down on the bench opposite of where Barnes was passed out, her head falling into her hands.

"What's wrong?" Steve asked, crouching down next to her. She shook her head, and he tilted his, not letting her blow him off.

"I just," she started, unsure of how she wanted to express her worry. "I really hope we're doing the right thing here, Cap. He seems like a good guy, and I don't want to be responsible for putting him through any more unnecessary pain."

Steve nodded and stood, "Trust me, we are. I won't let anything happen to him."

They both gazed down at the sleeping soldier, in awe of how peaceful he seemed in his sleep. His whole face had softened and his mouth hung open slightly, allowing heavy breaths to escape. Steve returned to the cockpit without another word, leaving Lillian alone and with 10 minutes to figure out how the hell she was going to explain everything to Barnes.