Chapter One

"Bucky!" Amelia yelled as she ran through the crowds of people to where her brother was supposed to meet them after the movie. When she saw the dark green hat, her pace quickened and she slipped through the large groups of people. "Bucky!"

"Hey there squirt," Amelia shot her brother a dirty look as she came to a stop in front of him, "where you runnin' from so fast?" The young woman held up her finger, signaling she needed a second to catch her breath. After a moment, she spoke.

"Steve. He, uh, he got in another fight." Amelia told him. Bucky's eyes widened slightly at her news.

"Where?" he asked her.

"In the alleyway, next to the movie theater he and I usually go to."

"Why did you just leave him?"

"You really think me standing there was gonna do him any good?" Amelia snapped at her brother. Without answering her question, Bucky took off running down the street, towards the theater. "Seriously?" Amelia groaned as she took off running after her brother.

The two Barnes siblings ran through downtown Brooklyn, shoving people aside, yelling a quick "Sorry!" behind them as they did so and dodging cars as they crossed streets. When they got close to the theater, Amelia quickly lead her brother to the small alleyway next to the theater. The two siblings began walking down the alleyway which was created by two old red brick walls of the theater and what Amelia thought was a furniture store. The walls were covered with old posters that were falling off the walls and falling apart from being outside in the climate for so long. As they got closer to the end of the alleyway, Steve's voice could be heard.

"I could do this all day."

The two siblings turned the corner just in time to see Steve try to punch the bully, only to have the bully grab his fist in mid-swing and punch him right in the jaw. Steve fell to the ground, hitting his head on one of the trash cans.

"Steve!" Amelia yelled, rushing forward to punch the guy in the nose herself. But she felt Bucky's hand grab her arm as he pulled her back and took a step forward.

"Hey," Bucky snapped, grabbing the man's elbow, spinning him towards the entrance of the alleyway, "pick on someone your own size."

The guy took one look at Bucky and decided to pick another fight. He swung at Bucky, but he missed Bucky's face.

"Man, you've done it now." Amelia muttered under her breath.

The older Barnes quickly retaliated, punching the bully in the face and giving him a swift kick in the butt for good measure. The guy stumbled but caught himself. He looked back down the alleyway, turned back to the entrance of the alleyway, passing Amelia as he went. He paused as he passed her, a smirk on his face.

"Don't even think about it or you won't have any teeth left in your mouth." Amelia said quietly, never even looking at the man. She then walked to the back of the alleyway, knowing that he would watch for a moment and then he'd leave. That's how this always played out.

"Sometimes I think you like getting punched." Bucky commented as he walked towards Steve.

"I had him on the ropes." Steve said as he groaned in pain.

"Oh, that's what that was?" Amelia asked.

"Very funny." Steve muttered, still doubled over with pain. Amelia quickly walked over to him and started rubbing his back as he caught his breath.

Glancing down to the ground, Amelia's eyes landed on Steve's newest enlistment form. Biting her lip, the dark haired woman tried to casually place her foot on the slip and somehow hide it from her overprotective brother. But just as she began to slide her foot forward, Bucky reached down and grabbed the paper off the ground.

"How many times is this?" Bucky asked Steve as he opened the piece of paper, putting his newspaper under his arm. He flicked his eyes over to Amelia. "I'm guessing you had a little something to say in this."

"And what if I did?" Amelia asked smugly, her eye brow arched.

"Then I'd say you shouldn't be helping him do something so stupid." Bucky told her. Amelia looked at her brother, warning him with his eyes to watch his words. She knew that he didn't approve of Steve's desire to join the army, and if she was honest with herself, she didn't really want him to go over there either. But she wasn't going to stand in his way.

Bucky looked down at the form, reading it over quickly. "Oh, you're from Paramus now? Really Melia? Paramus? That's the best you could come up with?

"What," said Amelia, "I'm runnin' out of places near Brooklyn to give him okay? You think they're gonna believe it if he wrote Daytona Florida on his form?"

"You know it's illegal to lie on the enlistment form." Bucky told Steve, who was standing up straight, trying to deal with the scraps on his hands, "And seriously, Jersey? You went with that story?"

Steve turned to Bucky to give him an answer when he saw it. Bucky's army green uniform, all decorated with his rankings. "You get your orders?"

"The 107th." Bucky said, smiling slightly before he continued. "Sergeant James Barnes, shipping out for England first thing tomorrow."

"I should be going." Steve said quietly, looking away from Bucky. Amelia gave him a sad smile.

"I know you should, Steve," the younger woman said softly, rubbing his back again, "I know you should."

Silence filled the alleyway, except for the sound of cars passing by in the distance.

"Come on man. My last night!" Bucky said with a smile suddenly, breaking the painful silence. He put his right arm around Steve's shoulder and grabbed his sister's hand with his left, leading them back down the alleyway towards the street. "I've got to get you cleaned up."

"Why?" Steve asked, giving him a quizzical look. "Where are we going?"

Bucky let go of Steve's shoulder and passed him the newspaper he had been carrying around. Steve opened it to the front page to show a huge picture advertising Howard Stark's Expo that was happening later that evening. "The future!"

Letting go of her brother's hand, Amelia stood in front her two best friends and began walking backwards. "I am so excited for tonight! I've been waiting all month to go the Expo!"

"And who said you're going?" Bucky asked, pushing his hat higher onto his head.

"I did." the girl said with a smile. "Remember, twenty years old. I can do as I please."

"But..."

"No buts. I'm going." Amelia said. Bucky looked to his friend for support but Steve held his hands up in surrender.

"I'm fine with her going." he told Bucky. "And besides, you and I both know that she's going to go even if you tell her not to."

Bucky looked at her.

"He's right." she told him, stopping and placing her hands on her hips. The dark haired gentleman looked at his little sister, than at Steve, than back to her.

"Fine," he said after a few moments, "but you better stay out of trouble."

"I'm not the one who attracts trouble." Amelia said, grinning at her victory. "That's Steve's job."

"Is not." Steve argued, but he had a smile on his face so she knew he wasn't taking the conversation all too seriously.

"Is too!"

Shaking his head, Bucky began walking down the sidewalk once more, trying not to laugh as he listened to the two arguing as they followed him.

Although night had fallen, the city of New York was still very much alive. All around her, Amelia could see people smiling, talking, laughing. She spun around once, taking in the sights that were around her. As she did so she could feel her favorite blue dress brush her legs as it spun out and her black jacket flapped ever so slightly in the slight breeze that danced around the city she loved. Behind them was the huge metal replica of the globe. Above them a train wised by, carrying passengers who were going on different adventures. And even above that, the night sky was lit up with fireworks of all sizes and colors. Amelia loved the excitement in the air. But she was quickly brought back to the reality that this was the last night her brother would be in the United States as his and Steve's conversation drifted her way.

"I don't see what the problem is." Bucky said to Steve. "You're about to be the last eligible man in New York. You know there are three and a half million women here?

"And how do you know that?" Amelia asked. "Have you counted them all? Or just dated them?"

"Your snide remarks are not needed missy." Bucky told her, giving her a look she deemed the "Shut up!" look. She childishly stuck her tongue out at him.

"Well, I'd settle for just one." Steve said, more so to himself.

"Good thing I took care of that." the dark haired man said, raising his hand, waving at someone. Two someones, Amelia realized.

"Bonnie and Connie?" Amelia asked. "Really?"

"Hey Bucky!" Connie yelled, waving her hand at the man who was waving at her. Amelia tried her best not to roll her eyes and make a snide comment.

This is your brother's night. She had told herself earlier that morning as she looked at herself in the mirror. And you're gonna be good and not make any snide comments. She had already broken that promise twice in the last five minutes alone.

"What'd you tell her about me?" Steve asked.

"Only the good stuff."

Amelia watched as Steve tried to fix his hair and she shook her head. "It'll be fine." she told him. "She'll like you. And if she doesn't, well her loss."

"Thanks." Steve said softly as they got closer.

"Hey, that's what friends are for." Amelia told him. "That and stealing your popcorn, so you better share." Steve laughed at her comment.

Greetings and introductions were exchanged quickly between the five young people before Connie Valentine grabbed Bucky's hand and began dragging him towards the building the Expo was being held in. Steve began following after the two and Bonnie Valentine followed him, dragging her feet ever so slightly. Amelia brought up the rear, watching her friends have a good time. She didn't care that she didn't have a date. It was better this way.

"Welcome to the Modern Marvels Pavilion and the World of Tomorrow." a voice said over the speakers. "A greater world. A better world."

All around the room were huge machines that were built to do outrageous things. The five people marveled at them until it was time for the part of the show that everyone wanted to see.

"Oh, my God!" Connie said suddenly said, excitement evident in her voice, "it's starting!" She quickly grabbed Bonnie and Bucky's hand and dragged them to the stage where Howard Stark had his intention set up. Steve and Amelia, having been left in the dust, followed behind them, slipping through people until they stood right behind the rest of their group. The dark haired woman reached over and grabbed a few pieces of Steve's popcorn. When he shot her a look, she just shrugged her shoulders.

"I told you I was going to take some of your popcorn."

"Ladies and gentleman, Mr. Howard Stark!" a woman said into a microphone, grabbing all the Expo visitor's attention.

The stage was brightly lit with red car sitting in the middle of the stage, accompanied with five young woman, all dressed in top hats, black coats with tails, black and white stripped vests, short black skirts, and heels. They all motioned to the right side of the stage as Howard Stark walked onto the stage. Upon his entrance, the entire space was filled with applause. Amelia clapped along with everyone else. The young woman who had announced Stark's entrance, walked over to him, took his top hat from him, and before she could pass him the microphone, he pulled her in for a kiss. He then took the microphone with a smile and turned to the audience, after he used a napkin to wipe the bright red lipstick the girl off his lips. Somewhere in the audience a woman yelled "I love you, Howard!"

"Ladies and gentlemen," Howard started. While he was talking, Amelia watched as Steve reached up over Bonnie's shoulder and tried to offer her some popcorn. Bonnie rejected the offer with a look. Steve glanced at the woman standing next to him and Amelia just shrugged.

"More for me." she whispered.

"What if I told you that in a few short years, your automobile won't even have to touch the ground at all?"

Gasps rippled through the audience as they watched the "Stark girls" pull the tires away from the cherry red car, revealing Stark's invention.

"Yes, thanks Mandy." Howard said, removing his control panel over for one of the girls. "With Stark Gravitic Reversion Technology you'll be able to do just that." He then turned a knob on his panel and pushed up a lever and the audience watched in amazement as the car slowly began to rise into the air.

"Holy cow." Bucky muttered.

But, before the car could get too high into the air, the engines gave out and the car fell back to the ground, causing sparks to fly everywhere.

"I did say a few years, didn't I?"

Applause began to fill the room again. Amelia clapped along with the crowd, wildly surprised that the car had actually gotten off the ground.

Turning to her friend she said, "What did you think..." before she realized that Steve was no longer standing next to her. Turning around, she could make out his head, weaving its way away from them and towards what looked like a recruitment poster. Sighing, Amelia gathered up her dress and rushed after him.

He was standing outside the recruitment building, just standing there, looking at the entrance. She walked up and stood next to him, watching people go in and out.

"I want to go," he said quietly, "so badly."

"I know Steve." Amelia said. "But maybe the universe is telling you not to go. Have you ever thought of that?"

"I'm gonna try again." Amelia closed her eyes and took a deep breath.

"Alright then." she said. "Come on."

"What?"

"You think I'm gonna let you have all the fun?" Amelia asked him.

"If I didn't know any better, I would have guessed your middle name was Trouble." Steve told the young woman as they began walking into the building.

"Mine as well be. Gladys is such an awful name." Amelia replied.

The two friends walked into the enrollment building. Steve slowly walked over the the picture of the soldiers standing at attention. As the young man before him stepped off the silver box before the picture, Steve stepped on. Half his face lit up in the empty space where the soldier's face was. Amelia smiled sadly at the image standing before her. She knew he wouldn't make it, but she had to help him try.

"Come on. You're kinda missing the point of a double date. We're going to take the girl's dancing." Bucky told Steve, surprising both his friend and his sister.

"Sounds fun, I guess." Amelia muttered, fiddling with the buttons on her coat. She hated dancing.

"You go ahead." Steve said, stepping off the metal box. "I'll catch up with you."

"You're really going to do this again?" Bucky questioned him.

"Well, it's a fair." Steve replied. "I'm gonna try my luck."

"As who, Steve from Ohio?" Bucky asked. "They'll catch you. Or worse, they'll actually take you."

"Look," the blonde haired man said, "I know you don't think I can do this."

"This isn't a back alley, Steve." Bucky interrupted. "It's war."

"I know it's a war."

"Why are you so keen to fight?" Bucky inquired. "There are so many important jobs."

"What do you want me to do? Collect scrap metal in my little red wagon?"

"Yes. Why not?"

"I'm not gonna sit in a factory, Bucky." Steve insisted. "Bucky, come on. There are men laying down their lives. I got no right to do any less than them. That's what you don't understand. This isn't about me."

"Right. 'Cause you've got nothing to prove."

"He doesn't Buck." Amelia remarked, stepping forward. "He doesn't and you know that."

"Hey, Serge! Are we going dancing?" Connie yelled.

"Yes, we are." Bucky said, turning towards her and Bonnie with a smile. He turned back to Steve and just looked at him, shaking his head. "Don't do anything stupid until I get back."

"How can I?" Steve asked. "You're taking all the stupid with you." Amelia snorted at his comment.

"You're a punk."

"Jerk." Steve retaliated, giving his long time friend a hug. "Be careful." They stopped hugging and Bucky turned to look at his sister.

"You coming or you staying?"

"I guess I'll stay." Amelia answered. "I can't stand dancing."

"Alright then. I guess I'll see you at home tonight."

"Guess so." Amelia said. Bucky began walking towards the exit where the two girls were waiting for him.

"Don't win the war till I get there!" Steve yelled after him. Bucky turned and saluted Steve. Amelia smiled and waved at him before he turned and jogged down the stairs to the two girls.

"Come on, girls. They're playing our song."

Amelia turned to Steve. "You ready?"

"As ready as I'll ever be."

"How about that for confidence." she commented. "I suggest trying Steve Rogers from New Haven. I don't think he has come from there yet."

"Thanks Melia."

"What are friends for?" she asked him again. "Good luck."

"Thanks."

She watched him walk away, slowly going to what could be his very last chance to get into the war.

"Steve!" she said loudly, grabbing his attention.

"Yah."

"If they say no this time, promise me you'll think about what I said earlier, about how the universe might be telling that this is not your path."

"I will." Steve promised. "But I have to try."

"I know." Amelia told him. "But it's us Barnes's job to keep you safe."

He nodded and began walking into the testing area. The dark haired woman gave a quick prayer to the heavens and then began looking for a bench to sit on until he was done.

"Are you Mr. Rogers's friend?" a voice asked Amelia, breaking through the half sleep she had fallen into.

"Hmmm?" the young woman muttered, yawning and stretching her arms. She opened her eyes to see an older man looking down at her through his circular glasses.

"Are you Mr. Rogers's friend?" he asked again. He had a thick German accent and he was dress in a simple brown suit that looked a little worse for wear. He had graying hair and beard. But his eyes were kind, full of curiosity. "The one who was with him earlier."

"Oh, yes, I guess that would be me." Amelia answered, rubbing her eyes slightly. "Is he okay?" Her heart in that moment dropped to her stomach. Had he been caught? Was he in a lot of trouble? "Is everything okay? He's not in any trouble is he?" she asked hurriedly, the words just spilling out of her both.

"Everything is fine. Do not worry." the older man assured her.

"Oh, okay." she said with a sigh of relief. "I was scared something had happened to him."

"No, everything is fine." the man told her. "But I did wish to talk to you for a moment, if that is okay." Amelia looked up at him with raised eyebrows but she scooted over on the bench to leave some room for him to sit down.

"Yes of course. Please make yourself comfortable." Amelia said, motioning to the space she had made for him.

"Ah, thank you." he said as he sat down. "I believe I should first start off by introducing myself. I am Doctor Abraham Erskine."

"I am Amelia Barnes." The two shook hands.

"It is very nice to meet you Ms. Barnes." the doctor told her. He paused for a moment, and looked as if he was trying to find the words he wanted to use before he continued. "Well, I should get straight to the point. I work with the Strategic Scientific Reserve. And I believe I have found a way for Mr. Rogers to go overseas."

"Oh." It was all Amelia could say.

"Yes. And he has accepted the opportunity."

"He would." Amelia said. "He wants to go over there more than anything."

"I can tell." the doctor said. "Five tries is quite impressive."

"Yah."

"Why do you think that is the case?" Dr. Erskine asked Amelia.

"Pardon?"

"Why do you think he wants to fight over there so much?"

"Because he's Steve." Amelia said, smiling at the fond memories that began to surface. "He hates bullies, always has. When he was younger, Steve couldn't go out and play with the boys from school or the neighborhood kids because of his asthma. He got picked on about how small and weak he was a lot. My brother Bucky and I would always stand up for him, even got in a couple of fights about it, but he never liked others fighting his fights." the young woman paused for a moment before continuing, "He doesn't have anything to prove, Doctor. He just knows what it's like to be bullied. And to him, the Axis powers are bullies. Like I said, he can't stand people who pick on others."

"You seem to know him very well."

"We're childhood friends. He and Bucky were the best of friends but Buck would want to go out and play with the other kids. And of course Steve would tell him that it was okay if he wanted to go out. Bucky would go out and play with the boys while Steve and I stayed inside. We would play hide and seek, checkers, we learned how to play chess. And we read a lot." Amelia turned to look at the man sitting next to her. "And we'd draw a lot too. Steve is actually an amazing artist. He's just too modest to tell anyone."

"You two seem very close." Dr. Erskine told her softly.

"He's like my brother." Amelia replied quietly, lost in memories.

"Well, I believe your friend will be coming out soon. And I believe he vill have a lot to tell you." the doctor said, beginning to stand up, "It was very nice talking to you." He started walking away.

"Will you keep him safe?" the young woman asked suddenly. The older gentleman turned back to her, smiling.

"You worry for him?"

"My mom used to joke that it was the Barnes's job to keep the Rogers' safe." she told him. "Will he be safe?"

"I was wondering when you would ask that." the doctor told her. "I will keep him safe, but I wanted to ask you if you would like to help, if the conversation moved in that direction."

"I'm sorry," Amelia said, shaking her head, "I don't think I understand."

"I would like to offer you a similar opportunity as Mr. Rogers's has been offered."

"To join the army?"

"To make a difference." the doctor said, sitting back down next to her. "When I saw you and Mr. Rogers I knew it had to be the two of you. I have two programs, the one Mr. Rogers is doing and another project." He passed her a folder that had been under his arm. Amelia looked down at the dark brown folder. On the cover, printed in block letters were the words "Project A.R.T.E.M.I.S." "I would like to offer you this opportunity."

Amelia just stared at the folder sitting in her hands.

"Well, what do you say?" the doctor questioned slowly.

"Why me?" she asked softly.

"Because like Mr. Rogers, you have a different heart than the others I have considered for this chance. You two do that you do selflessly. You just wish to help those who cannot protect themselves."

"And I would be helping Steve?" the woman asked slowly.

"Yes." Dr. Erskine told her. "Unless I find someone else. And I have been searching for someone like him for a long time. I do not think I will find another."

Amelia nodded, still staring at the folder. "I will have to think about it, if that's okay."

"Of course."

Amelia listened as the older man walked away as she stared at the folder in her hands. She didn't stop looking at it until she felt a tap on her shoulder. Looking up she saw a grinning Steve Rogers.

"Hey." Amelia said. "Looks like you received good news."

"I've been accepted!" Steve told her with excitement creeping into his voice. "I have to go to training and pass a test of sorts but I have been accepted."

"Congratulations Steve." Amelia said with a smile crossing her face. The dark haired woman stood up and hugged her dear friend.

"Come on, I'll walk you home. It's too late for you to be walking around by yourself."

"Thanks Steve." Amelia turned and grabbed her coat off the bench and the folder Dr. Erskine had given her. She pulled her coat on and clutched the folder close to her chest.

"What's that?" Steve asked her.

"What's what?"

"The folder."

"Oh." Amelia glanced down at the opportunity that had been passed over to her. In that moment she decided not to tell Steve. Not yet. "Well that, Mr. Rogers, is my secret."

Steve looked at her for a moment but shrugged his shoulders. He knew she would eventually tell him. They told each other everything.

The two young people walked down the stairs to the now fairly empty streets of Brooklyn.

"I'm so proud of you Steve." Amelia said suddenly, breaking the silence. "Just promise me you'll be careful."

"I promise." Steve told her. He stuck out his pinky and the young woman laughed. They had done that ever sense they were little, pinky promises. She wrapped her pinky around his and looked at him.

"Good."

A/N: Well, I don't know if I have any words to describe how I feel right now. LOL! I have been working on this story idea, just the idea alone, for a while now. This story actually means a lot to me because one, I love Amelia's character, she's not like any other character I have ever written, and two because my sisters, who are probably the biggest MARVEL nerds there are, helped me through this process of figuring out Amelia's story, which really means a lot to me! My sisters are my best friends so the fact I got to work on something I love with them, was just amazing! (Sorry about that lol, they just are so important to me...lol)

This book is the first of two, well at the moment two. This story will follow the story line of Captain America: The First Avenger. The second book is called Operation Huntress and it will follow the story line of the first Avengers and probably from there on. More information about Operation Huntress will come as we get closer to the end of Project Artemis.

The actress who will be "playing" Amelia Barnes is Lily Collins. So if you want a really clear picture of what she looks like in your head, she's the person to think of.

Oh, before I forget, this chapter is not really edited. I edited the best I could do myself. I just wanted to let you guys know that. I haven't had anyone edit it yet...so there are a few (probably more than a few) typos. And I'm so sorry about that... I'm not the greatest editor in the world.

I really hope you guys like this story. It's kinda my baby at this point. Please leave comments, whether they be good or bad. I'd love to hear what you guys think of the story, where you think it's gonna go, and I'd love to answer any and all questions you might have!

Also, if you're a Hobbit fan, please check out my story Starlight & Flames! There are several chapters on that story!

Much love to you all!