This is a sort-of AU off-shoot of 'The Ones Left Behind', in which Peggy Carter is given a dose of the serum a few years after the war by Howard Stark. In order to keep it a secret, she fakes her death twice to hide the fact that she isn't aging - once in the 1950s (becoming her niece, Belinda Carter) and again in 1969, whereupon she leaves SHIELD to avoid putting her godson through her faking her death again/losing her to the job. When Tony is seventeen, she decides to return to SHIELD (as Sharon Carter) and, in the original story, this happens with no real drama. However, this story looks at what might have happened if HYDRA had been just a little more trigger-happy ...

Sometimes Howard had an annoying habit of turning up in the middle of the night. It was something he and Tony had in common – neither of them kept what Peggy would call 'normal' hours, and if something was bothering Howard, he would not think twice about coming to talk to her, whether most people were asleep or not.

So when a soft footstep outside her bedroom door roused her from her sleep at three in the morning, it was not surprising that she assumed it was Howard, especially since the security system had not made so much as a peep.

She didn't move until the door slowly opened, whereupon she rolled over with a sigh, blinking sleepily at her visitor, shrouded in darkness. "What is it, Howard?"

He didn't answer and she frowned, sitting up. "Howard? What's wrong?"

Still there was no response, and a chill ran up her spine as she realised that Howard would have turned the lights on.

The only light streamed in through the slight gap in her curtains and as the figure shifted slightly, it reflected off of something metal, something aiming in her direction.

She didn't scream.

She had no right to scream – seventeen years out of the spy game and she had been ambushed in her own home without even realising it.

It was pathetic.

Slowly, she reached across to turn on her bedside lamp, half-expecting to be shot dead where she sat.

The Winter Soldier stood in her doorway, his face covered, dressed completely in black, a handgun pointed unwaveringly at her head.

They had met once before, in London, and Peggy had barely escaped with her life. Even that did no justice to the actual events – her survival had nothing to do with her skills and everything to do with the fact that he chose not to kill her.

This time, she would not be so lucky. This time, she was the mission, but she could only guess why.

After all, for the moment, she was nothing more than Howard Stark's PA.

Who would want a mere secretary dead?

For that matter, why wasn't she dead yet?

The Winter Soldier had a fearsome reputation – over two dozen accredited hits, barely any witnesses, and unrivalled skills.

The security system – top of the line from Stark Industries – had either been disabled or completely overlooked the intruder, and Peggy had no doubt that the Soldier could have entered her room, put a bullet through her brain, and walked away without anyone (even her) ever being aware he had been there.

So why had she woken up?

"Can I help you?" She asked, her voice far calmer than she felt.

He lifted his left arm – the metal one – and it was only now that she noticed the photo frame he was clutching. He held it out to her and she leaned forwards to take a closer look, recognising it as the frame that usually sat on the coffee table in her living room.

It was an old photograph of Steve, one of the rare pictures post-serum in the proper army uniform, rather than the Captain America get-up. His face smiled out at her and she felt a lump form in her chest.

"Who is he?"

"That's Captain Rogers." Peggy answered, keeping her eyes fixed on the photograph. If she was going to die tonight, the last thing she saw was not going to be her murderer. Steve's smile was a far nicer alternative. "He was also known as Captain America."

The Soldier was silent for a few minutes and, out of the corner of her eye, she saw the gun lower slightly. "I know you."

"You chose to leave me alive in London in 1969." Peggy said, still not looking at him.

"From somewhere else." He said. "I know you from somewhere else."

The longer he stood there, the more he spoke, the more his demeanour changed. In London, from what she remembered of his voice as she fought for oxygen (and ultimately passed out), he had a strong Russian accent, and the same was true of his first question.

Now, however, his voice held confusion, the accent sounded less Russian and more American. This was not a demand or a statement – it was a plea for information, and she finally moved her gaze back to him.

After her escape, she had told Howard and Maria that there was something familiar about the Soldier's eyes, and that was even stronger now – just not enough that she could put her finger on why.

"Do you know who I am?" She asked.

"Carter, Margaret." He said immediately. "Former Director of SHIELD, currently inactive agent, status set to change within the week."

Peggy's blood ran cold. The number of people who knew her true identity was limited, which meant she likely knew the person who had ordered her murder.

"But that's not right." He continued, the bewilderment returning. "You weren't called Margaret."

"I usually go by Peggy." She said, slowly getting out of bed. "If you're going to shoot me, can we do this downstairs? It's not fair on the ones left behind to get blood out of the bed sheets."

He stepped back silently and she took this as agreement, making her way downstairs to the kitchen. He followed at a fairly respectful distance, and she relaxed a little more. If he was going to kill her, surely he would have done so already.

She turned the kitchen light on and hopped up on to the kitchen table, crossing her legs demurely, feeling a little exposed in her nightdress.

Oh well, not much I can do about that now.

Again, he stopped in the doorway. The gun was still aimed at her, but a little absently, like he hadn't quite realised he was still holding it. "How do I know you?" He asked.

"I don't know." Peggy said. "I don't remember meeting you before London."

The Soldier looked at the photograph he was still holding. "I know him too."

Peggy's brow creased. "You can't." She said immediately. "Your first accredited hit was in 1952. Steve … Steve died in 1945."

"A plane." He murmured, frowning. "They said it was a plane."

"They were right." Peggy said slowly. "Who's they?" And why were they telling the Soldier about Steve's death?

"How do I know you?" He asked again, ignoring her query. Maybe he just didn't know the answer.

Pierce had told her that the Soldier was frozen between missions. She remembered the blankness of his eyes in London, his reasoning for leaving her alive.

"You are not the mission."

This was not a man anymore. Whoever 'they' were, they had made him into a weapon.

Her heart ached for him and she softened her voice. "I don't know." She repeated. "Why don't you take the mask off?"

He hesitated and the gun rose a little once more.

"You're going to kill me anyway." Peggy said, hoping that she didn't sound as afraid as she felt. "So it can't do you any harm to show me your face. If I can see your face, I might be able to tell you how you know me."

For a few seconds, she thought he might just shoot her. Then he set the photograph down and reached up to peel off the mask.

His hair was longer than she remembered it, his face paler, and without the charming smile or cheeky grin, he was almost unrecognisable.

Almost.

"Bucky …" she breathed, unconsciously using Steve's nickname for his best friend.

"Who the hell is Bucky?" He asked.

Peggy swallowed hard, guilt filling her. They had never looked for Bucky, never even attempted it. With no way of knowing exactly where he had fallen and three avalanches in the region in the week after the fall, it was akin to finding a needle in a haystack. "That's your name." She said. "Well, your nickname. You are Sergeant James Buchannan Barnes of the 107th unit of the United States Armed Forces, later the Howling Commandoes under the command of Captain Steve Rogers, your best friend. He'd called you Bucky since you were eight years old."

"I don't remember." He whispered, his hand beginning to shake.

Peggy cast around desperately for something that might help. She had never spoken much to Bucky during the war – in fact, she always got the feeling that he didn't like her all that much, although he always hid that fact from Steve. "32557038."

He froze. "What?"

"That was your Sergeant number." Peggy said. "You kept repeating it when HYDRA took you, when Steve found you. You kept repeating it, so they wouldn't get anything else out of you. 32557038."

"They found me." Bucky said suddenly. "HYDRA. They found me in the snow. My arm was … It was missing. They took me in … gave me a new arm … I was strapped to a chair, I couldn't move … they kept … They kept … They kept …"

The gun dropped from his hand and Peggy winced as it clattered on the floor, thankfully not discharging as it did.

Still, better on the floor than aimed at her, and she reached a hand out towards him. "It's okay. You're safe now."

He stepped closer, a kind of desperate want crossing his face, and she nudged one of the kitchen chairs with her feet so he could sit down.

He almost seemed to curl into it in a way that should have been uncomfortable, making himself a lot smaller than he was, and she let her hand settle on his right shoulder. "It's okay." She repeated quietly.

"They kept shocking me." He continued quietly. "Over and over … They said that HYDRA was going to create the change the world deserved and that I was going to help them … I fought it … I fought it so hard …"

Peggy almost cried out at the desperation in his eyes, but managed to keep her composure, tightening her grip on his shoulder. He shifted, his head resting on her lap like a small child, and she ran a hand through his hair soothingly, as he kept talking. He talked for a long time, describing the underground base and the equipment they used to torture him, trying everything they could to unmake him.

Finally a shudder ran through him and she tensed, waiting.

"I knew he was coming." Bucky said, his voice muffled against her skin. "I knew that Steve would find me. Even if he thought I was dead, he wouldn't rest until he'd taken HYDRA out, and he'd find me. And then … And then they told me he was dead … and …"

"And they broke you." Peggy finished flatly.

He didn't respond, his body shaking with the tears he had never been allowed to shed. A tear of her own slipped down her cheek as she silently promised Steve that she'd fix this.

"You did well, Sergeant." Agent Carter said firmly, gathering Bucky into her arms. "You're home now."

AN: At the moment, this story is complete. However, on saying that, I do have ideas to continue it - if I do, it will probably become a Bucky/Peggy/Steve love-fest, but I have too many WIPs to bother if no one wants to read it, so please let me know what you think in the comments - thank you!