Steve had fallen asleep feeling somewhat confidant that things might go smoothly. Bucky had spoken to both he and Max, talked about his therapy and Max avoided any intrusive questions. There were some things that Bucky had a hard time remembering but with a little prompting he was doing well. Max had insisted that Bucky take her room for the time being, and that it wouldn't be a problem for her to sleep on the floor in Steve's room until they figured out a better arrangement and outfitted a space for Bucky. Things were a little awkward but Max and Bucky seemed to get along, Max was very kind and gentle to Bucky, although she was still angry with Steve. All in all, things could have gone much worse.

Steve actually felt himself breath a sigh of relief.

Now there was only choking. For several seconds that felt like hours Steve thrashed, trying to open his eyes. It must be a bad dream, he has to wake up! The dream was all too real and in the glowing lamplight Steve saw Bucky over him. Steve clawed at the fingers around his throat, pressing into his trachea and making him dizzy. Steve realized all too suddenly that this wasn't Bucky; he was face to face with the Winter Soldier. He tried desperately to say something, trigger Bucky's memory, bring him back; all that came out were strangled and garbled sounds and the sound of air being slowly pressed out of him.

"Bucky!" Max screamed, pulling herself up against the wall. There was no reaction from the man, he kept strangling Steve. Max ran up and pulled on his arms, offering Steve only brief relief and a few wisps of air. "Bucky stop! You're hurting him!"

The soldier only thrashed her away with a snarl and went back to his mission. Max, with all the resolve she could muster, shouted again and came after Bucky. She managed to pull his flesh arm off of Steve and latch onto it, working to pin it behind Bucky's back. Using all of his weight on his remaining hand, the soldier gripped hard.

"Must complete the mission." He growled, and suddenly Max understood.

"Abort the mission now, soldier!" Max shouted with authority. "I repeat, abort the mission NOW! This is a direct order!"

Bucky let up just a little, as if to obey but he wasn't sure. This wasn't one of his usual handlers, so he kept a tight grip on Steve's throat. Steve was tearing at the fingers, trying anything to free himself.

"Let go of him!" Max called out. Bucky, painfully slowly turned to Max and seemed both angry and confused. It was like he couldn't remember where he was or what was going on, and suddenly nothing made sense. "Please Bucky!" Max sobbed. For a moment Bucky looked at her and something finally made sense. This was the girl in the apartment, Max. He lived there now, with Max and... And someone else. Steve. Where is... Steve? Bucky blinked hard and shook his head, looking back up to Max.

"Bucky, I know you're there, please get off of Steve." Max was looking at him as if he were some kind of wild animal that might attack. "Bucky, let him go. You don't have to complete this mission." Mission? What mission? Bucky looked down, and saw Steve struggling. Max threw her entire body weight against him and it was enough to knock Bucky off. The sound of Steve filling his lungs filled the space around him and then there was coughing. Max scrambled onto her knees in front of him but Bucky was looking past her at Steve who was rasping.

"Hey, hey look at me." Max threaded her fingers into Bucky's hair and guided his face to meet her eyes which reflected the lamplight. She was strangely levelheaded and Bucky was beginning to freak out. What was going on? "There are a few facts I need you to understand. Your name is James Buchanan Barnes, your friends call you Bucky. You are in an apartment and it's very late. I am Max, and that is Steve. This isn't your fault, you relapsed into old programming."

"... Max?" Bucky whispered. "What... What did I do?" Max nodded and took a breath.

"You tried to complete your last mission. The best I can figure, you weren't actively repressing the old programming because you were trying to sleep and it took over." Max and Bucky spent a long time looking at each other before Bucky completely processed what that meant.

With a quiet whisper Bucky asked, "Did I hurt him?" Max glanced back to where Steve sat at the edge of the bed. One hand was gently rubbing his throat but the other came together to form an OK.

"He's going to be fine, you just... Knocked the wind out of him is all." Max turned back to Bucky and pulled a hand through his hair and dragged it through once again. "Are you going to be okay?"

"I remembered you. Why did I remember you?" Bucky asked. None of this made sense.

"I'm a new memory for you. Up here in your brain," Max dragged a thumb over his forehead. "New memories are stored in a slightly different place than old memories. That's why you're able to remember me quick enough, but it takes some time to get other things." Max was so gentle, sweeping the hair out of Bucky's face. "Bucky are you gonna be okay?"

"... Yeah." He mumbled and shifted his gaze away from Max. "Yeah, I just... Sorry."

"Oh Bucky." Max smoothed over him a bit more, as if that could soften the blow. "It wasn't your fault."

"It wasn't you, Buck." Steve rasped. He came closer and settled down next to Max. "I know that, I know you don't want to hurt me."

"It's late." Max murmured, looking at Bucky with gentleness and care. "Are you going to be alright by yourself?"

"I... I don't know." Bucky admitted. Max nodded understandingly, and pulled her hands away. Bucky felt the loss of her small but comforting hands, the kept him grounded and reminded him where he was instead of letting him slip into his own head. Nevertheless, the way she looked at him was comforting enough.

"Go to bed. I'll move over for the night, be your alarm. Don't worry any more. You're safe here, I swear." Max pulled her lips into a slight smile, barely there, as she stood. She offered a hand to Bucky, who got up on his own, but not for lack of appreciation at her gesture. It was only because she had held out her left hand. He couldn't trust himself, not yet, certainly not after that episode. Bucky cautiously retired to the other room leaving Steve and Max for a few moments. Steve carefully set a hand on Max's shoulder, braving her resolve.

"Max..." He began cautiously. Max threw herself into his chest and for the first time that night her resolve cracked. She sputtered a breath and clung to Steve for dear life.

"You could have been killed."

"It wasn't his fault." Steve reminded her.

"I know. I can't blame him. I just..." She took a moment to look at Steve. "This is bigger than us. It's so hard to deal with."

"You shouldn't have to deal with it." Steve pressed. "This is my burden and it shouldn't put you in danger." Steve held Max out at arm distance. "This terrible thing is something you never should have been mixed up in."

"Life sucks. Okay? I get it! But while you took a long ice bath the world didn't stop turning. More and more people became bad and more and more people got hurt, and life kept sucking and no body, no superhero, was there to save everyone. So life sucks." Max looked at Steve as if she were trying to make him understand something. "There's nothing you can do or say that's ever going to make it any better. Our lives have just been, continuously, one tragedy after another with brief reprieves of times that weren't so bad so we could catch our breath just to have it knocked out of us again. Schoolyard bullies we couldn't stand up to were replaced with adults that wore us down to dust. The most dangerous thing to feel was that everything was alright, because that was the calm before the storm. So we made ourselves miserable, trying every day to not feel joy, to not remember what it felt like, so the lows wouldn't seem so far down and we wouldn't break our legs when we fell." Max felt like she wanted to cry, but she pushed those feelings down inside and built up the outside to seem strong. "We've all lost people, people we never got to say goodbye to, and it hurts. It hurts every day and you think you're never going to get over how unfair it is because it wasn't your choice, and there was nothing you could have done to stop it. We just got left behind, or worse we left people ourselves. We left them and we let them go because it wasn't fair to them what we were doing to ourselves and no matter what we did or how we tried to live with it and convince ourselves that it would get easier, no amount of therapy or forgiveness was ever going to wash away that feeling. That feeling of hopelessness, and how badly you just want life to stop sucking so bad.

As it turns out... Nothing gets easier. You just progressively get better at dealing with things." Max watched as realization dawned in Steve's eyes. It was as if for the first time he saw Max as more than a 14 year old that was learning some skills. He saw background into who she could have been and what she was fighting for, real emotion that she laid bare in front of him. "Don't you dare tell me I don't know the first thing about what's happening." She whispered. It was so quiet Steve could hear the aggravated rustling of the comforter the next room over. Max broke from his gaze and gathered the sheets and pillow from the floor.

That night Max slept in front of the door and Bucky didn't come out again till morning.

Steve couldn't sleep.