Author's Note: I don't own anything from Marvel. This fanfiction begins in Captain America two and will go into Agents of Shield and hopefully beyond. Spoilers for Captain America the Winter Soldier (obliviously ) and Agents of Shield season one. This has been in the works ever since I saw the premiere of Winter Solider. I love the characters of Bucky and Steve, both in the movies and comics so I hope you enjoy this story. *Little side note, updates may take a little while in-between chapters since I'm in college and I get insane amounts of homework. Please know that I will try to update as quickly as I can and I thank you all in advance for staying with this story.

-SHEILD: Insurrection-

"You either die a hero, or you live long enough to see yourself become the villain." –The Dark Knight

Prologue: Winter Is Coming

He had been an idiot. In the few seconds it took for him to pick up Steve's shield and for the hydra solider to turn his blaster on him, he knew he was a goner. The blue energy exploded out of the rifle and hit the shield straight on. Maybe if he'd had Steve's strength he would have been able to stay on his feet, but as it was he was thrown backwards and out the side of the train that had had a hole blown in it a few seconds ago.

As he was falling he reached out blindly and grabbed onto a handrail that was hanging on the bit of metal that was dangling precariously over the side of a cliff that the train was speeding by.

"Bucky!" He heard Steve scream his name over the roaring wind. Looking up he saw his friend holding out his hand to him.

Bucky reached out and felt Steve's gloves brush his fingertips, and for a moment he though he just might make it. Then the handrail began to give way. He had just enough time to meet his friend's eyes one last time before the handrail broke.

He let out a terrified scream as the freezing wind rushed past him, then he felt a deep cold. Then nothing.

-I'm with you till the end of the line pall.-

He hurt. Wait, if he was dead how was he hurting? Slowly Bucky regained consciousness, though his vision remained blurry. He became aware that he was being dragged along the ground by someone holding onto his right arm. From what Bucky could make out of his rescuers, he knew they weren't American. He tried to swing at them with his left arm, but then noticed something disturbing, he couldn't feel his left arm. What the…? Was he tied up?

Bucky glanced down and nearly passed out at the sight of the bloody stump where his left arm should have been. Suddenly his rescuers spoke in a language he didn't understand. He looked up and saw an unsympathetic face leering down at him, a face he'd seen before, a face that looked like a skull bathed in blood. This time he did pass out.

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"Sergeant Barnes." He awoke to see another familiar face. It was the doctor with the glasses that had injected him with liquids that made him feel like his veins were on fire and given him electric shocks before… Steve, yes Steve... had saved him.

That memory and many others were starting to feel blurry. He was losing it all. A schoolyard fight he'd saved Steve from when they were in eighth grade. His smiling kid sister when he'd given her a hug on her twelfth birthday. He could feel himself slowly slipping away, and he didn't know how to stop it.

Out of the corner of his eye he saw a man in a white lab coat give him an injection in his right arm. Bucky felt the effects of the anesthetic and tried to stay awake, but he was already so tired. So tired…

"The procedure had already begun."

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With a jolt he awoke. There was an inferno blazing where his left arm had been. Several men held him down while the doctor with glasses sawed away at his arm.

Bucky let out a pain-filled scream and tried to wrench away, but he was held to tightly.

"Doctor, he's awake." One of the men informed the doctor.

"Then put him back under." The Doctor said offhandedly. "This is very delicate work."

The butt of a rifle collided with Bucky's head and blessed nothingness bled into his consciousness.

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The next time he woke it was to the sound of mechanic gears whirring. He raised his hands to cradle his pounding head when he saw it. Lights gleamed off a metal appendage that reached all the way to the top of his shoulder. What had they done to him?

A doctor he'd never seen before stepped up to his bedside with a clipboard to take down some notes. Without a second thought he lashed out and grabbed the doctor around the throat with his new metal hand.

Several other men rushed forward to pull the doctor away from his grip, too late. The doctor's eyes went wide with pain just before Bucky felt his neck crack and his body fell limp to the ground.

He was jabbed in the shoulder with a needle and suddenly he felt an overwhelming fatigue.

A voice in the back of Bucky's head told him that he would never have done what he just did to that doctor. He had just one question. Who the hell was Bucky?

"You are to be the new fist of Hydra… Put him on ice."

He felt a deep cold. Then nothing.

-Most of the intelligence community doesn't believe he exists. The ones that do call him the Winter Solider. He's a ghost, you'll never find him.-

Author's Note: I hope you enjoyed. If you like please review, favorite and follow. I love hearing from readers!