"Hap-py birth-dayyyy tooo youuuu!" The group of smiling Avengers sang to the almost blushing Steve Rogers as he sat in the middle of the group. Thor, Tony, Clint, and Jan were each wearing patriotic party hats. Natasha had apparently declined to wear one.

"Hap-py birth-dayyyy tooo youuuu!" The group continued as Steve looked down at his cake. It was specially made for him by Janet Van Dyne, aka the Wasp, his size changing team mate. It was a double layered cake with icing made out to the image of the American flag. It read 'Happy Birthday, Cap!'.

"Hap-py birth-dayyy CAPTAIN AMER-I-CA! Hap-py birth-day toooo youuuuu!" As the Avengers finished singing Clint threw confetti over Steve's head, Thor and Tony blew on their birthday blowout whistles while Steve received a kiss on each of his cheeks from Black Widow and The Wasp.

"Alright, big boy! Hurry and blow out your candles before the wax melts onto the cake. I spent way too much time on this thing." Wasp said as she hugged Steve's neck, pressing her cheek against his.

"Truly this dilemma would not be so dire had friend Hawkeye not insisted on putting all 91 candles upon thy' celebratory dish."

"Hey, how often do you get to do that?!" Clint exclaimed.

"You nearly RUINED my cake, Clint!" Jan shouted at him.

"Jan, could you stop focusing on yourself for just this once and let Methuselah have his day?" Clint said with a sarcastic smile.

Jan's eyes narrowed as she stared at him. "Natasha, let me borrow your gun."

After the cake was fully devoured, thanks mainly to Thor's big appetite, the group sat around in their living room. Steve was seen opening his presents.

"Err…thanks for the popsicles Tony. It's just what I always wanted." Steve said sarcastically. This was obviously another nod to Tony's joke about him being a 'Capsicle'.

"Anything for you, buddy!" Tony said, pointing his index finer at his friend with a smile.

"Alright, I'm bored!" Janet exclaimed as she closed her pocket mirror after applying her lipstick. "Let's get going!"

"Get going?" Steve asked surprised.

"Yeah! You didn't think I got this dressed up just for a birthday party, did you?" Jan asked. She was wearing a very tight white dress that came a few inches above her knees and revealed a fair amount of her cleavage for all to see. "Even if the party was for you, mister blue eyes!"

"Tonight we shall drink of mead until truly we are able to drink no more! It shall be a most enjoyable occasion!" Thor shouted with excitement.

Tony walked up and put his arm around Thor's shoulders. "I've already got a head start on you, Goldilocks. I hope you can keep up!" Tony said as he finished the brandy in his glass.

"Thou dare to challenge a god to a battle of consumption? Truly thou are not as wise as thou gives thyself credit for, Tony Stark." The two of them then busted into laughter with one another.

"Lucky for you Steven, that man of mine is busy with Bruce Banner in the lab tonight so you get to take me as your date! You'll be the envy of every man that passes us!" Janet exclaimed as she jumped to her feet and took Steve around the arm.

Steve smiled at her and then his expression changed to reluctance. "Actually, team, I was thinking of staying in tonight…it's been a long day." Steve lied. It had been a busy day of breaking up a Hydra terrorist ring, but it was nothing out of the normal.

"Did we tire you out already, old man?" Clint asked with irritation in his voice. "You're not really gonna sit at home on your birthday, are you?"

"Yeah, I think I am."

"Come on, Steve. It's your birthday. Lighten up!" Tony said.

"Thanks for the cake, Tony. I really do appreciate it, but I'm just not in the mood to go out tonight."

"You never want to go out!" Tony screamed.

"I'm just not interested in going to bars or clubs. It's not my thing." Steve said defensively.

"We can go somewhere else. We don't have to go out drinking or partying…heck, we don't have to have any fun at all, since that's what you're clearly against!" Tony said, throwing his hands up in the air. "But we have to do something for your birthday!"

"You already did. And, like I said, I appreciate it. I'm just a little tired tonight. We'll do something another time."

Jan stared at Steve with her arms folded against her chest. "That's what you always say, Mister Rogers!"

"What? I do stuff. We went out to eat just last week."

"But that's all you ever want to do!" Jan shot back at him. "I use to be able to get you to go to the movies but you won't even do that anymore!"

Steve wanted to protest about how he didn't like all of the swearing or the lack of clothing that the women wore in the movies…besides, he didn't get most of the jokes. He decided instead to just bypass the part where Tony and Clint would make fun of his age and the two of them sarcastically apologizing for the theatre not showing any black and white films.

"Listen, I promise we'll go to the movies next weekend. That movie about the cowboy and the guy who was in the pirate movies…we'll go see that."

"But Steve…" Jan started to protest before being cut off.

"Not tonight, guys. Just not tonight."

The group all collectively seemed to give up hope on persuading their team leader.

Clint pulled his keys out of his pocket and picked up his motorcycle helmet. "Alright, wing head. If you want to set at home and mope around, be my guest. We won't let that stop the rest of us from having fun. Come on Tasha', I'm driving."

Nat walked past him, taking the keys from his hand, and smiled as she continued to walk. "Maybe next time, junior." She said as she left the room followed by a smiling Hawkeye.

Tony was the last of the group to leave the mansion. He turned back and looked at Steve. "You really know how to play the part of Buzz Killington, don't you, Steve?"

"Thanks again for the party, Tony." Was the only response Steve offered.

As the door finally closed Steve suddenly regretted that he had not left with them. Why had he not? He wasn't even sure. He wasn't tired. He didn't mind going out to the places of their choice, either. It was all just excuses. Steve began to ponder why he was so anti social.

He walked over to his personal book case and pulled out a photo scrap book. He then took a seat in the brown leather chair. The book contained photos of Steve's war time exploits as Captain America. Tony had gathered up the photos from his father's library and put the book together.

As Steve looked through the book it showed images of Steve on the front lines, fighting Nazi's. As he turned the page it showed an image of him carrying a small child from a burning building. The next one showed Cap visiting injured soldiers. Similar images were all throughout the book. He continued to look through it until he saw the picture that stood out to him the most. It was himself and his best friend and war time partner, Bucky Barnes.

Bucky Barnes' death was Steve's greatest failure. He was not able to save his friend and he blamed himself completely for that. The image of Bucky dieing right in front of him haunted him every time he closed his eyes. Steve quickly slammed the book shut and stood to his feet. He walked to the window over looking the city and his mind began to travel back in time.

It was 1943. Steve and Bucky were behind enemy lines and the only thing they had to keep them warm was a small fire.

"Hell of a way to spend your birthday, huh, Steve?" Bucky asked as he cleaned his sidearm.

"It's not really important, Bucky. The only thing that matters to me right now is the mission. We have to stop the Nazi's from finishing their super weapon." Steve replied as he removed his helmet and sat it down beside of him.

"True, but we can't make a move for at least another hour and I'm bored. So tell me, what was the best birthday you ever had?"

"The best birthday I ever had? I don't know. I would consider any birthday that my mother was still around as being one of the best."

"I know…but didn't you ever get a present that made a certain birthday stand out?"

"We didn't really have money to spare for presents when I was a kid. When my dad was alive he spent all of our extra money on booze and after he died…well there was no extra money." Steve said as he removed his shield straps from each arm and took the shield off of his back.

"You're really not good at this, Steve. Do you not have any good birthday memories from when you were a kid?"

Steve paused to think for a moment. "I remember every year my mother would take me to the top of our apartment building and we'd watch the fireworks go off in the distance."

"One of the perks of being born on the 4th of July, I guess."

"Yeah. We'd sit for hours and watch them go off, listening to the different noises that they each made. It fascinated me. Like I said, we didn't have much money, but somehow my mom would get just enough to where she could fix me a very small cake. There wasn't enough for two people…but I'd share it with her anyway. So that's how I spent my birthday every year. Eating cake and watching fireworks. They are some of the best memories I have as a child."

Bucky looked at his friend with a puzzling face. "Then why were you so hesitant to talk about it?"

"Well…because she's gone. I don't really like being reminded of it. The memories are too painful."

"Steve…you can't just not think about your mother. That's the biggest show of disrespect you could give her. She lives on through you. You have to remember her. If you can do that then she'll never truly be gone." Bucky then reached into his knapsack and pulled out a small piece of chocolate cake wrapped in tin foil. "I know it's not much but happy birthday, buddy."

"Where the hell did you get that from? " Steve asked truly surprised.

"I slipped it off of one of the Kraut's when I was doing recon, earlier." Suddenly a loud explosion was heard in the distance. "Now THAT I had nothing to do with. Even I couldn't sneak fireworks out here."

"It's not fireworks…it's our boys firing on the Germans."

"I'll be damned…the rockets red glare…the bombs bursting in air…happy birthday, Steve."

Steve smiled and held back a small tear in his eye from the thought of his mother. He looked down at the small piece of cake in his hand. "Only enough here for one person…wanna split it?" Steve asked as he broke off a small piece and handed it to Bucky. The two of them smiled as they gazed on at the sight in the distance.

"You see, Steve? It's important to remember the past…but the present is what really matters. You gotta' make sure that you don't let the pain from the past keep you from making new memories, otherwise you're not really living."

The words echoed in Steve's head as he returned to the present day. Bucky was right. Steve didn't want to make new memories because he was afraid that it would bring up the painful ones from the past. He had lost everyone he ever knew when he was frozen in the ice. All of his friends, his allies. Maybe deep down he was just worried that some day he might lose his new friends too. He didn't want to think about that…but he couldn't let it stop him from living his life now.

Suddenly the door slung open and in marched an angry Janet Van Dyne. "Don't mind me, Steve. I won't intrude on your own self pity. I just came back because I forgot my purse. Feel free to continue your self imposed exile from the rest of us." Jan said as she picked up her hand bag and turned to leave again.

Steve then grabbed her by the hand and stopped her in her tracks. "Jan! Wait…actually I've been doing some thinking and…well…I know that sometimes I come off as odd and do things that don't make much sense but…this old warhorse doesn't want to be left in the past." Steve scratched the back of his head and looked down in embarrassment. "If the offer is still open I'd be honored to be your escort tonight."

Jan looked up at Steve and as he spoke her look of anger changed to a cheerful smile. "Of course you can, silly! Now come on! Let's go and make this your best birthday ever!" Jan said as she grabbed Steve around the arm and led him towards the door.

As they began to leave Steve could not help but to think back to Bucky and smile. It had been almost 70 years since Steve had seen his long lost friend and yet Bucky was still teaching him things to this day. Steve thanked him in the back of his head as the door closed behind him and Janet.