*A/N Lots of changing P.O.V.'s in this one!

Arianna P.O.V.

Arianna frowned, glancing around uneasily as all the lights in the office suddenly went out and the monitors all switched off as the power in the building cut. She looked back in alarm at Steve to see the trio inside the conference room also looking around in confusion as emergency fluorescent lights switched on around the edges of the room, throwing everything into a dim green hue.

"Great." Colonel Ross muttered as he pulled out his walkie-talkie, calling: "Come on, guys. Get me eyes on Barnes."

He motioned to the other soldiers in the office as the men all stood to attention, ordering: "Go."

Nat and Arianna exchanged looks before turning to Tony sharply. The billionaire was already on it, calling through his special sunglasses: "Friday. Give me the source of that damage."

Nat turned to quickly move to one of the computers, hoping to try and get something to work as Arianna glanced back at Steve once more.


Steve P.O.V.

Steve met Arianna's eyes briefly, and understanding passed between them. It didn't matter if they were currently at odds, years of working together meant they could literally tell what the other was thinking without one word exchanged. Arianna quickly turned away to avoid drawing attention to Steve while Steve turned to Sharon sharply, giving her a pointedly questioning look.

Sam did the same, and she caught their looks. She answered quickly: "Sub-level 5, east wing."

Steve looked at Sam, and then the pair ran out of the conference room, using Ross's current focus on the power outage to race out of the office without notice. Sharon met eyes with an extremely worried Arianna as the brunette glanced back out of the corner of her eye. Arianna turned back to watch Tony anxiously, one hand on her stomach and the other twisting her locket.

None of them saw T'Challa spot Steve and Sam's exit, a thoughtful look crossing his features as he did.


Bucky P.O.V.

Bucky glanced around the darkened room, red alarm lights flashing and providing the only light. He asked with a confused frown: "What the hell is this?"

"Why don't we discuss your home?" His interrogator asked instead. "Not Romania. Certainly not Brooklyn, no."

The man's accent thickened and he pulled out a notebook from his bag. He held it up so that Bucky could see the cover as the man said menacingly: "I mean, your real home."

Bucky's heart dropped as he recognized the star on the cover, the only distinguishing mark on the leather notebook. He finally realized something was very wrong, but it was too late as the stranger removed his glasses and began to read in Russian as he paced around Bucky's cage: "Longing. Rusted."

"No." Bucky gasped as he felt an intense pressure beginning to build in his mind.

"Seventeen." The man continued, and Bucky hissed as he felt his control starting to slip: "Stop."

Bucky's arms began to shake and he clenched his fist tightly as he tried to fight the effects the words were having on him. He shook his head, trying to remember Steve, his best friend, his…

"Stop." He bit out, but the man continued: "Daybreak."

Bucky howled, his metal arm breaking out of the heavy restraints as the Winter Soldier reared his head and began trying to free himself with a vengeance.

"Furnace."

Bucky tried to fight the effects, but it was a losing battle as the Winter Soldier broke off all the restraints and began to punch at the plexi-glass cage with his metal fist.

"Nine."

Punch.

"Benign."

Punch.

"Homecoming."

Punch.

"One."

Punch.

"Freight car."

With an almighty crash, the door flew right off its hinges and the Winter Soldier landed in a crouch right outside the now open doorway. The stranger paused in his pacing before slowly walking up to stand before the Winter Soldier as the latter stood up, his face a dark and empty mask.

"Soldier?" The stranger asked, and the Winter Soldier answered monotonously, as he had been trained to do: "Ready to comply."

"Mission report." The strange man demanded. "December 16, 1991."


Steve P.O.V.

Steve ran down the hallway towards Bucky's holding room, pausing when he reached the last corridor and spotted the guards lying dead on the ground. He glanced back to exchange looks with Sam as the other man skid to a halt beside Steve. The pair warily made their way down the corridor, Sam bending down to check the fallen men while Steve moved into the security room beside the cell.

Steve paused as he saw more dead soldiers lying all over the room, his brows furrowing as he noted the dark bruise marks around many of their necks, where it had been snapped. Steve bent down to check if any of them had made it, when suddenly a raspy voice called from inside the holding cell: "Help me."

Steve looked up to see the man who had been interrogating Bucky, lying on his side by the empty plexi-glass cage, clutching his side as he whimpered in pain. Steve strode into the room angrily, repeating incredulously as he walked closer: "Help?"

He reached down towards the man, snapping: "Get up."

Steve grabbed the man by the front of his jacket, hauling the man to his feet. The man eyed him warily as Steve glared. Steve shoved the man into the wall, demanding furiously: "Who are you? What do you want?"

The man met his gaze, his eyes becoming cold and dark as he snarled: "To see an empire fall."

Sam finally followed Steve into the holding room, when movement in the corner of the room caught his eye. Sam quickly ducked as the Winter Soldier leapt from where he had been hiding in the shadows, throwing a punch towards Sam. He missed, hitting the concrete doorway and punching a hole through the rock.

Sam quickly retaliated, punching at the Winter Soldier's side, but it didn't even faze the other man as he punched Sam back right in the stomach. Sam winced, staggering one step back from the force of the blow, and the Winter Soldier used the moment to grab Sam's chin in his metal hand, before throwing Sam across the room.

Sam crashed into the cage, collapsing onto the ground, out cold. Steve quickly ran at Bucky, ducking as the Winter Soldier swiped at him. As the metal arm whizzed over his head, Steve stood upright once more, throwing a punch of his own at his former best friend. He hit the Winter Soldier right in the face, and the ma snarled as he swung his fist back at Steve.

Steve dodged it, his fists raised warily, but the Winter Soldier suddenly kicked out, landing a solid kick right in Steve's stomach. Steve grunted as he was thrown backwards, landing back in the security room. He quickly scrambled to his feet as the Winter Soldier strode after him, and Steve blocked the next kick with his bare hands.

Steve leapt up, throwing a kick of his own at the Winter Soldier, which the man blocked with his metal arm before he swiped at Steve with his other hand. Steve dodged it before moving to quickly block the Winter Soldier's next punch, backing away as the Winter Soldier forced him back.

The pair continued to fight, throwing kicks and punches while parrying and blocking the other's moves, moving through the office and back out into the corridor. Steve grunted as a kick forced him back against the elevator, and he grabbed the sides of the doorway in order to stay upright. Steve quickly dodged as the Winter Soldier threw another punch, and the man's fist went right through the metal elevator door.

Steve desperately attempted to block the man's blows, trapped in the small doorway. He grabbed the Winter Soldier's metal fist as the man threw another punch at Steve's chest, trying to hold it back, but it was to no avail. The metal arm whirred before the Winter Soldier shoved his whole weight into the blow, punching Steve in the chest and making Steve crash right through the metal doors.

Steve fell down the elevator shaft, hitting the back wall painfully before he landed with a crash atop the elevator a few floors below. Steve groaned in pain, struggling to clear his head before he slowly began to lift himself back onto his hands and knees, knowing he needed to get back up to the elevator doors and out after Bucky before the Winter Soldier could cause more destruction.


Arianna P.O.V.

"Evac all civilians." Colonel Ross was ordering sharply into his walkie-talkie as the whole building flew about in a frenzy, the news that the Winter Soldier was loose finally reaching their ears. "Give me a perimeter around the building and gunships in the air."

Nat, Arianna, and Tony walked quickly passed the harried Colonel, heading out the office and down the walkway. Arianna walked between her friends at their insistence, all three pairs of eyes darting about tightly as Nat muttered to Tony under her breath: "Please tell me you have a suit."

"Sure did." Tony replied sarcastically as they hurried down the corridors. "It's a lovely Tom Ford, three-Piece, 2 button... "

Nat glared at him, and Tony snapped: I'm on active duty, non-combatant."

Arianna sighed, almost rolling her eyes at Tony, but her worry stopped her. Nat threw another glare at Tony, but they were all distracted as Sharon dashed after them, saying quickly: "Follow me."

She ran passed them, and Arianna didn't hesitate to follow. Nat was the next quickest to react, darting after her friend and forcing Arianna to take position behind her as the redhead kept a constant guard around the younger woman. Tony hurried after the three women, silently cursing his expensive loafers and formal suit.

Sharon led them into an emergency stairwell, going swiftly downstairs and towards the first floor. The trio followed, and soon they could faintly hear the sound of fighting and pained yells. Tony stopped Arianna as they reached the first floor, moving to the front instead as they all slowed down, edging their way out of the stairwell.

Tony peered around the wall, spotting the Winter Soldier as he took on six CIA agents in the middle of the canteen, while the three women quickly snuck their way around the edges of the room, forming a perimeter around the fight. Nat kept a tight guard on Arianna, keeping her behind her as Tony snuck out swiftly behind a pillar, slowly closing in on the Winter Soldier while Sharon took up position on the other side of the room.

Nat turned to Arianna briefly, warning tensely: "Stay here. No discussion."

Arianna's eyes narrowed, but she nodded once in understanding. Nat eyed her warily, clearly distrusting her easy acceptance, as she said into her comms, informing Tony: "We're in position."

At her words, Tony activated his watch, giving him at least the Iron Man hand armour. As the Winter Soldier threw the last CIA agent, aiming his gun and getting ready to fire at the man, Tony stepped out from behind the pillar. Tony blasted a sonic sound wave at the Winter Soldier, making the man freeze as he winced in pain.

Tony quickly used the moment to run closer to the Winter Soldier, and as the super-soldier turned to face him, Tony shot a light blast at the man. The Winter Soldier ducked, closing his eyes against the bright light, and Tony took his chances. He ran at the Winter Soldier, jumping to try and take the man down.

The Winter Soldier reacted quickly however, turning upright once more as he caught Tony's arm before Tony could attack. Tony quickly shoved the man's arm aside, blocking another blow from the metal arm. The Winter Soldier swiftly retaliated, lifting his gun arm, the gun pointed right at Tony's face. Tony quickly snapped his hands up, grabbing the Winter Soldier's gun with one hand while covering the gun-hole with his Iron Man hand.

The gun fired, the bullet hitting Tony's suit hand harmlessly. Tony stared at the Winter Soldier in shock for a moment, before he grit his teeth, pulling on the man's gun. He pulled the entire slide off the pistol. The Winter Soldier stared at his now-useless gun briefly, almost as though unable to believe his eyes, and Tony grinned smugly before punching the Winter Soldier right in the face.

His victory was short-lived as the Winter Soldier swiftly retaliated, punching Tony across the face, and making him grunt in pain. Before he could recover, the Winter Soldier punched Tony again right in the stomach, sending Tony flying across the canteen and crashing into the tables.

Sharon quickly dashed out, throwing her leg up in a kick at the Winter Soldier's face, but the man blocked the blow quickly. Sharon grit her teeth, trying to aim another kick at the man as Nat dashed out of her spot. The Winter Soldier blocked that blow as well, before throwing a blow at Sharon.

The blonde ducked, and Nat jumped in, landing a kick right in the Winter Soldier's stomach. The man grunted as he staggered back a few steps, and Nat quickly followed with a well-aimed jab at the man's groin as she skid passed. The Winter Soldier winced, freezing on the spot in pain, and Sharon kicked him in the face.

Unfortunately, he was still standing, and Sharon tried to kick again, but the Winter Soldier grabbed her leg. The blonde woman simply jumped off her other leg, wrapping her leg around the Winter Soldier's neck. Before she could strangle him, however, the soldier threw himself forwards, using the momentum to throw Sharon over his head and making her crash onto a table as well.

Nat jumped onto the Winter Soldier's exposed back, grabbing him as she wrapped her legs around his neck in her signature Black Widow move, locking his head between her legs and choking him. As the Winter Soldier struggled against her, she jabbed her elbow down repeatedly on the man's head, trying to knock him out.

The Winter Soldier suddenly threw himself forward, smashing Nat down onto a table and making her crash through as well. The force of the blow knocked the wind out of Nat's lungs, and her legs released their hold fractionally for one second too long. The Winter Soldier grabbed her and threw her right into a wall, making Nat land with a heavy thud on the ground.

Arianna ducked out from cover, pulling her gun and she fired at the Winter Soldier as the man took a menacing step towards Nat's fallen body. The Winter Soldier lifted his metal arm, blocking her shots as he turned to her. She continued to fire her pistol, gritting her teeth as the Winter Soldier ducked to the side, avoiding her bullets as he ran right at her.

Arianna swiftly moved, ducking as the Winter Soldier tried to punch her in the face, and she used his momentary exposure to throw an elbow jab right at the man's side. He barely flinched as he swung at her once more, but Arianna leant back, avoiding that as well before she threw a kick at the Winter Soldier, hitting him in the chest.

He reared back slightly, and she aimed another punch at him, but she wasn't quick enough to pull it away and he caught her arm. Arianna tried to break out, kicking him in the side, but he only winced before using his hold on her arm to grab her exposed neck with his metal arm, lifting her up and then shoving her against the wall as he began to choke her.

Arianna grasped both her hands on his metal arm, tugging in vain as she placed her feet on his chest, holding him as far at bay as she could, even as he tightened his grip. She gasped out, glaring at the man's emotionless grey eyes: "You could at least recognize me."

The man didn't react, but Arianna was thankfully saved as T'Challa suddenly appeared, punching Bucky in the head and forcing him to let go. Arianna fell gasping on the ground, clutching her aching neck as she watched T'Challa fight the Winter Soldier, throwing kicks and punches as he droved the other man away from where Arianna lay.

The Winter Soldier kicked T'Challa hard in the chest, making the man fly backwards. But T'Challa quickly tumbled over as he landed, so that he ended up crouched on his hands and feet, glaring up at the Winter Soldier as the latter retreated quickly up the stairs and away from the team.

T'Challa quickly followed, and Arianna groaned as she tried to get her breath back: "Damn, it."

Of course, little did she know Sam was sharing her sentiment at the same time, as he tried to catch the fake UN doctor only to lose him in the civilian crowd.


Steve P.O.V.

Steve ran out of the elevator, heading out towards the emergency stairwell. It was lucky he did, because he faintly heard footsteps running far above, heading for the rooftop. Steve dashed after the sounds, running out onto the roof to see Bucky sitting in a helicopter on the helipad one floor up, preparing to take off.

The Winter Soldier glanced down, spotting Steve, and Steve saw him quickly move to take off faster. Steve ran up the stairs after the other super-soldier, racing onto the helipad just as the helicopter started to rise into the air. Steve leapt at the chopper, grabbing the landing skids.

The helicopter jerked as Steve pulled down with his entire weight, forcing the chopper back down until his feet were back on the pad. Steve dug his heels into the pad, trying to keep the helicopter from flying off as the Winter Soldier fought to take off. Steve's feet skid along the pad, inching closer to the edge of the roof.

As they came closer to the edge railings, Steve leaned back, moving into a crouch. Keeping one hand on the landing skids, Steve reached down with his other hand, grabbing at the railings. He grit his teeth in exertion as the helicopter tried to keep moving away, kept back by Steve's grip as Steve held on to both the copter and railings for all he was worth. His arms felt like they were going to pop out of their sockets as he was pulled to his limits.

Suddenly the chopper swerved, and Steve glanced up to see the Winter Soldier had swung the entire helicopter in an attempt to either cut him with the blades or crush him with the chopper itself. Steve quickly let go, leaping out of the way of the chopper as he ducked away from the whirring blades as it cut into the concrete helipad right above his head. Steve rolled out of the way, getting to his feet quickly only to see the tail coming right at his head.

Steve ducked quickly, avoiding being beheaded by the blades on the tail as he dove down to lay flat against the ground. As the chopper finally came to a halt, hanging precariously at the edge of the roof, and the dust began to clear, Steve slowly lifted his head. He looked up to see he was right in front of the cockpit, and stared through the cracked window at Bucky.

The Winter Soldier suddenly sprang forward, punching his arm right through the glass to grab Steve's neck with his metal arm. Steve quickly grabbed the hand choking him, gritting his teeth as he struggled to breathe and break the Winter Soldier's grip. Steve stared into the familiar grey eyes that glared at him with no recognition.

Steve struggled to try and get free, becoming alarmed as the chopper started to slowly tilt off the edge of the roof. Steve scrambled on his knees, trying to get a footing and break free all while struggling to breathe around the death-grip the Winter Soldier had around his neck. Unfortunately, it wasn't working and as the helicopter began to slowly fall off the roof, Steve moved his hands to grab at the helicopter.

He hung for dear life even as the Winter Soldier choked him and the helicopter fell off the roof. The two men and the chopper went into free fall before crashing into the Spree below, the force of the impact forcing the Winter Soldier to let go of Steve. Steve tumbled through the water, struggling to get his bearings as bubbles surrounded him.

Steve barely caught sight of the unconscious Bucky in the cockpit before the helicopter continued to sink down towards the riverbed. Steve quickly swam over, grabbing Bucky and hauling him out with the little strength and air he had left. The helicopter crashed soon after into the riverbed, while Steve swam up desperately, holding Bucky for all he was worth, and gasping in relief as he broke through the water and sucked in fresh air.

He quickly swam away, glancing around to make sure they were unseen as he swiftly moved away from the CIA building and the helicopter debris floating on the river and lying on the river edge, creating a very familiar landscape.

'Ria's going to kill me.'


A few hours later

Steve stared out of the small opening in the abandoned warehouse he and Sam had taken refuge in. His arms were folded across his chest, one hand holding a cellphone, as he warily eyed another German police force helicopter as it flew off in the distance.

"Hey, Cap!" Sam called sharply, and Steve turned to see the man standing outside the doorway to the inner factory workroom where they'd trapped Bucky. Steve quickly jogged over, joining Sam inside the room and staring cautiously at the now awake Bucky.

"Steve." Bucky greeted in a hoarse voice, wincing a little as he tried to straighten up a little from the stiff sitting position he'd been in, his arm trapped between a heavy clamp machine.

"Which Bucky am I talking to?" Steve asked suspiciously, and Bucky glanced at him, blinking slowly as he thought about that question.

"Your mom's name is Sarah." He seemed to be slowly regaining his senses, and he chuckled as he remembered: "You used to wear newspapers in your shoes."

Steve raised a brow, and his face relaxed as he commented lightly: "You can't read that in a museum."

"Just like that, we're supposed to be cool?" Sam asked, a little incredulously.

"What did I do?" Bucky interrupted, glancing at Sam grimly.

"Enough." Steve answered flatly, his face also becoming serious once more as Sam pursed his lips.

Bucky sighed, breathing in horror: "Oh, God, I knew this would happen."

Steve watched him with a mixture of sorrow and caution, while Bucky muttered bitterly: "Everything HYDRA put inside me is still there. All he had to do is say the god damn words."

"Who was he?" Steve asked, and Bucky admitted: "I don't know."

"People are dead." Steve said sternly. "The bombing. The set up. The doctor did all that just to get ten minutes with you. I need you to do better than 'I don't know'."

"Not to mention what's happening with Ria." Sam muttered under his breath, and Steve ignored him. But Bucky frowned as Sam's words dislodged something in his memory, but when he tried to focus, it slipped away.

Bucky's frown deepened, but he switched focus reluctantly as he tried to answer Steve's question. He tried remember what had happened after the Winter Soldier had been awakened, saying slowly: "He wanted to know about Siberia. Where I was kept. He wanted to know exactly where…"

"Why would he need to know that?" Steve asked, frowning, and Bucky paused.

"Because I'm not the only Winter Soldier." He answered darkly.


December, 1991

Bucky rode out on the motorbike, pulling up beside the other car as it drove down the deserted road. He shot the handle, taking out the car's power and making the vehicle careen off the road before it crashed into a tree. The hood broke out into flames immediately, and Bucky quickly turned his bike around, coming to a stop behind the vehicle.

He wrenched open the boot, revealing the metal briefcase inside, and he clicked it open to check the contents. Five small blue sachets, unmarked in any way, lay snuggled in the foam.

Soon after, Bucky delivered the goods to his commander, and the man smiled. "Well done, soldier."

And later still, after the serum was administered into five different agents and the effects had taken hold, Bucky trained with each of the new Winter soldiers. They were strong, as strong or stronger than him, and more ruthless than even he was in his hypnotized state. Too ruthless.

They were almost uncontrollable, attacking anyone and anything in their way. They killed several HYDRA soldiers and doctors in the middle of the training and testing session in their bloodthirsty need for violence, eventually forcing HYDRA to place them into forced slumber, frozen in cryogenic tanks.


Back in the present

"Who were they?" Steve questioned as Bucky finished his brief story.

"The most elite death squad." Bucky answered quietly. "More kills than anyone in the HYDRA history. And that was before the serum."

"They all turned out like you?" Sam asked curiously, and Bucky answered flatly: "Worse."

"The doctor," Steve asked next, "can he control them?"

Bucky glanced at Steve before lowering his head, saying softly: "Enough."

Steve frowned, looking at the ground and then Sam thoughtfully as he said: "He said he wanted to see an empire fall."

Sam glanced at him in disbelief, but their attention quickly turned back to Bucky as he warned: "With these guys he can do it. They speak 30 languages, can hide in plain sight, infiltrate, assassinate, destabilize. They can take a whole country down in one night and you'd never see them coming."

Steve's face became grim, while Sam walked over to Steve, saying in a low voice: "This would've been a lot easier a week ago."

"If we call Tony-" Steve began in the same hushed tone, but Sam pointed out: "He won't believe us."

"Even if he did-" Steve sighed, and Sam finished: "Who knows if the Accords will let him help?"

Steve sighed deeply as he concluded the obvious: "We're on our own."

Sam paused, and then he said slowly: "Maybe not."

Steve stared at him in a mix of surprise and expectancy, and Sam suggested: "I know a guy."