It was movie night in the Avenger's Tower and the team was just finishing watching re-runs of the A-Team. Steve was sprawled out across an arm chair, Natasha sat on the couch with Clint's head in her lap, Thor lay on his stomach with his chin propped on his elbows, and Tony lounged in a recliner. No one seemed to notice that Bruce sat in the furthest chair, absorbed in his tablet and unaware of the happenings around him. As the show concluded, Tony promptly decreed that they were the new A-Team and summarily compared each of them to the characters from the old TV show.

After a round of laughter, Steve stretched and declared it was time for a cup of hot chocolate and bed. The others agreed and after a few minutes of rather raucous good nights, the Avengers headed off to their individual floors.

Steve had just settled down at the table in the apartment he shared with Clint when he heard a knock on the door. A little surprised, for everyone else had seemed tired as well after a long day, he hurried to answer it. He expected to find Thor standing on the other side, for, despite the fact that he had his own apartment, the Asgardian had bonded with the soldier and archer and spent a great deal of time with them. Steve was more than a little surprised to find Bruce Banner standing there. The scientist shifted his weight awkwardly, and Steve noticed he clutched one of Tony's tablets in a near-death grip. "Umm...may I speak to you for a few minutes?"

Steve swung the door wide. "Of course! Come'n in. Can I get you anything?" He hadn't had much opportunity to get to know the other man, as he was a bit of a recluse, but he found himself drawn to the other's quiet politeness that was a reflection of himself.

"No, no, I'm fine, thanks."

Bruce still seemed rather awkward, so Steve gestured toward the nearest couch. "Sit down, please. Make yourself comfortable." He was pleased to see that Bruce relaxed slightly when Avenger, Steve's cat, immediately plopped himself on his lap.

"Bruce? What's on your mind?" he asked gently, settling himself in a chair nearby. "Something's bothering you."

"Well, Steve, I can assure you that you're not gonna like what I have to say one bit."

Steve's brows furrowed but he waved a hand. "It's okay, Bruce. Please, just tell me what's on your mind. I noticed you weren't paying much attention during the movie and I figured that something might be wrong." As leader of the Avengers, he took it upon himself to look after them.

Bruce's head snapped up. "You're pretty observant."

Steve cocked his head slightly with a lopsided grin. "Between living with Hawkeye and being a soldier, there's not a whole lot I miss. Please, tell me what's wrong." The soldier had never gotten over his role as Captain, and cared deeply about his men, desiring to help them any way he could.

"As you may know, I am aware of every bit of gamma radiation on the planet, thanks to the... Other Guy," Bruce began. He knew the team accepted the Hulk just like they accepted him, but that didn't mean he felt any less awkward about it. After an acknowledging nod from Steve, he continued. "Well, today I started picking up on a strong source of radiation from Germany."

Steve's head snapped up at that. Even though he had been able to move on and come to terms for the most part with the fact that he had lost seventy years, the mention of Germany still set him slightly on edge. "What is it?" he demanded softly.

"There's a fellow there who is determined to take over the world, starting with Germany. He's doing it one step at a time, but he's already successfully destroyed a small army station in a remote part of Germany. Apparently, he managed to preserve a small piece of the Tesseract."

"What? Why haven't we heard anything about it? I know we quit SHIELD, but I'd think that'd get their attention enough to at least try to get us to go in." Steve's heart was beginning to race madly and he took a deep breath in an attempt to settle his nerves.

"SHIELD doesn't know. I was only able to find out from my awareness of Gamma rays. This guy is pretty clever - he doesn't want his cover blown jus' yet. Not only did he destroy the building, but he got every one of the army at the post under his mind control. He even managed to make a hologram of the outpost so no one can tell from a distance that anything's wrong."

Steve's throat went dry and his stomach seemed suddenly queasy at those words. "Do you know who it is?" he demanded, his voice low and deadly.

"Yes." Bruce's eyes met Steve's and the sorrow there worried Steve even more than the terrifying story he'd just told. "Steve, I don't know any easy way to break this to you, but it's Red Skull."

All color drained from Steve's face and he clutched the arms of the chair in a death grip. "Red Skull?" he gasped. His arch-nemesis had died from the Tesseract, or so he thought, but it was the man's bombs that had forced Steve to drop a plane into the ocean and save New York. "He's dead!"

"Apparently not," Bruce replied gently. "From what little I can gather, he's spent the past seventy years perfecting that little bit of Tesseract that he had and he can now use it just as well as Loki did."

But Steve was no longer listening. Memories were slamming into him from every direction and he couldn't think. Bucky, dying while trying to stop Red Skull. A hundred soldiers vaporized while he watched. Fighting Red Skull on the plane. Knowing he had no choice but to drop the plane in the ocean. Peggy. Hawkeye, under the influence of Loki seventy years later. An agonized gasp ripped from his throat, and he slumped forward in the chair, head buried in his hands. Bruce was on his knees in front of him in an instant, trying to break through, knowing the super-soldier was on the verge of going into shock.

Clint chose that moment to step out of the bathroom, clad in sweatpants and a t-shirt, towel in hand as he dried his hair. He'd heard the voices but his poor hearing didn't allow him to distinguish who was there, and had assumed like Steve that it was Thor. He was horrified to see his best friend bent over in the chair, shoulders shaking, and Bruce Banner kneeling in front of him, murmuring something Hawkeye couldn't distinguish.

"Steve?" Clint demanded, terrified, for he'd never seen the other man act like this. In an instant he'd tossed the towel aside and dropped to his knees beside Bruce, hands gripping Steve's forearms. He expected some form of response, but Steve was so far into a state of shock that he didn't get one.

"Banner? What's going on?" Clint barked, not attempting to restrain the fear in his voice.

"Red Skull is alive," Bruce replied succinctly.

Clint was rattled enough to sink back on his heels, letting go of Steve's arms, and stare at the doctor for a minute. "What! I thought he died!"

"That's what we all thought. We were wrong - real wrong. An' now I can't bring him out of the shock after I told him - which is bad because his pulse is spiking dangerously. If he can't get out of it on his own, I'm going to have to sedate him for his own safety."

Pushing aside his astonishment in a need to take care of his friend, Hawkeye shook his head, knowing how much Steve hated losing consciousness like that. It brought back far too many memories of seventy years trapped in ice. "Not yet. Let me try first," he pleaded softly, even as his hands returned to Steve's arms.

Bruce nodded and Clint tightened his grip on Steve's wrists. "Steve? Come'n, buddy, talk to me. You're safe here - we're in New York in our apartment." No response. Bruce, monitoring Steve's pulse, shook his head. The soldier's pulse was still skyrocketing dangerously. In desperation, and hating himself for it, Clint shifted his grip to the pressure points in Steve's arms and squeezed, hard. With a startled cry of pain, Steve's head snapped up and he looked around, dazed, as he came back to reality. Clint instantly released his grip but kept a contact with Steve's arm. "Easy. I'm sorry, pal, but I couldn't think of another way to bring you out of it. It was either that or sedate you."

Steve gave a short nod before whispering hoarsely, "Red Skull's alive."

Clint's hand shifted to his shoulder and squeezed reassuringly. "I know. Take it easy. We'll stop him, I promise."

Steve nodded and sank back in the chair, exhausted. Bruce turned to Clint. "Hate to tell you, friend, but you're not gonna like this either."

"You mean there's more?"

"Unfortunately. Clint, he has a small piece of the Tesseract and has spent the last seventy years mastering it. He's somehow managed to perfect mind control as well as Loki did, an' I just told Cap that he's already taken over a small army outpost. Far as I can tell, we're the only ones that know. And also the only ones that can stop him."

This time it was Clint's face that went pale with shock and he sank back to lean heavily against the couch. That spear in his chest. Calmly shooting Director Fury down. Trying to kill Agent Hill. Helping Loki kill over eighty people in four days. Wanting to kill Natasha, the love of his life. Phil dying. "No," he groaned deep in his throat.

Somehow seeing his best friend in that state snapped Steve back into soldier mode. He'd seen Clint helpless once before, and he wasn't about to let it happen again. He was enraged now. "Once in a lifetime is more than enough. We're going to stop him if it's the last thing we do."

Clint sat up a little straighter, pulling himself back to the present with an effort upon hearing the ringing authority in Steve's voice. "You got a plan, Cap?"

"Workin' on it," Steve replied shortly. He spun around, all thoughts of rest and relaxation long gone. "Jarvis!" he barked at Tony's AI. While he still wasn't used to the idea, he had to admit that the AI did come in handy at times.

"Yes, Captain?" the pleasant, formal voice responded instantly.

"Tell the others to meet in the common room in five minutes, no exceptions."

"Right away, Sir."

Steve pulled Clint up to his feet, but almost seemed to look straight through him, his mind obviously already leaping ahead. Planning and leading was his forte, and it was showing plain now.

By the time Tony, Natasha and Thor got to the common room five minutes later, the other three men were already there. To Natasha and Thor's surprise, Steve was scrunched into the corner of the couch in as small a ball as he could manage given his height, while Hawkeye perched on the armrest and had a hand resting protectively on his shoulder. Both men were pale and Bruce stood nearby, a tablet in his hand. Steve was wavering in and out of shock and Banner wanted to be close by in case he actually succumbed to it. For the moment, Hawkeye's hand on his shoulder seemed to be keeping him grounded, but Bruce wasn't sure that would last.

"Jus' what exactly is so all-fired important that it couldn't wait till morning?" Tony grumbled irritably. "Some of us need our beauty sleep, you know." Despite the fact that they'd split up only about half an hour previously, he'd already been asleep and had been woken by his AI just a few minutes previously, as was evidenced by his rumpled hair.

He grumbled, that is, until he saw Steve's eyes. While the prevailing emotion in them was anger, he also saw grief and perhaps even a hint of fear. Glancing at Clint, he saw an almost identical picture. His voice softened as he realized something was seriously wrong. "Fellas? What's wrong?" he demanded, his voice unusually gentle.

"Red Skull's alive," Steve replied tersely.

"And he's got a bit of Tesseract," Clint added, voice just as taut as Steve's.

The other Avengers stared in astonishment while Bruce quietly pulled up an image on his tablet and swiped it so it was displayed on the larger screen so all could see. "I found this while you guys were watching the show. It's a remarkably well-done hologram that would fool almost any casual observer. Red Skull has apparently spent the last seventy years perfecting the use of that cube and he has mastered the art of mind control. He took over this outpost, destroyed it, and brainwashed all the soldiers. It appears he's beginning an army, and while I don't know what he plans, we can assume it won't be good."

"Not letting him get away with ruining anybody else's life." Steve's voice was low and dangerous, very unlike the mild Captain they all knew. "If I have to stop him alone, I will."

When Clint spoke it was for all of them. "Not on your life, Cap. You step on one of our toes, you step on `em all."

Tony nodded sharply. "That's right! Let's bring this guy a taste of the party!" he shouted with a grin as he remembered leading the Leviathon into the Avengers' laps during the battle for New York.

Natasha rolled her eyes. "Since Tony has the worst idea of a party I've ever heard, I'd better come along just to make sure you boys don't get in trouble."

"Thor is never one to avoid a fight," Thor rumbled.

"And you can use my expertise in tracking him down. In other words, Cap, there's no reason for you to do this alone. We're all with you," Bruce added quietly.

Steve glanced at each of his friends individually. "Thank you," he murmured sincerely, feeling a light press on his shoulder from Natasha, who'd slipped up to lean against Hawkeye.

"You got a plan, Cap?" Tony asked.

"Unless Bruce can get some more detail, I don't think we're going to be able to really plan until we get on the ground. We have no idea what his next step is, aside from apparently taking over the military somehow. His ultimate goal, unless it's changed drastically, is to wipe the US off the map an' take over the rest of the world. An' he doesn't care how many bodies he has to climb over to do it." Steve's voice was bitter and he had to fight to ignore the image of Bucky plunging from the train to his death.

Everyone's faces were set in stone at Steve's sobering words and Tony spoke up. "We can take one of the Stark jets tomorrow morning. Jarvis, make sure that the hangar is aware that we will be departing at eight o'clock tomorrow morning."

"Right away, Sir."

"Come'n, we'd better get some sleep," Banner advised gently. "I have the feeling we're gonna need it."

The others nodded in silent agreement and left the room, the mood far more somber than it had been an hour previously.