A/N: I had originally written this in German, since the character is an undercover spy and there would be no reason for them to be speaking English. However, I realized that I would have to add too many translation notes in order for the story to be read and decided to scrap the idea. So now:

Italicized speech will either represent a character speaking German, or the character's internal dialogue.

October, 1943

Kreischberg Austria

HYDRA Weapons Facility

"Annalise," Odette turned, nonchalantly closing one of her patient's folders. Lohmer, the commanding officer running the factory stood in her clinic with two of his underlings holding up a third between them behind him, "Make sure that prisoner gets back to work immediately."

Odette smiled as politely as should could, "Of course, sir," she bowed her head politely and motioned for the two men to drop the third off on one of the empty beds. Once they had dropped the man on the bed, the poor thing groaning in pain and coughing horribly, they bowed their head to Odette and took their leave.

Odette made sure to close the door behind them, closing the blinds over the door before she quickly stepped to the man's bedside.

He was raggedy looking, the long horrible hours at the factory no doubt had a hand in that, and he was shivering despite her clinic being one of the few rooms to have access to central heating. Underneath all the sweat, grime, and sickness, she had to admit he was rather handsome. She felt his forehead, making a note of his temperature before she stood and crossed the room to a sink. Odette worked quickly, gathering what medicine and supplies she had, unfortunately for this poor soul, she had no access to the antibiotics that would turn his sickness around, but she did have supplies to ease his pain. Odette pulled a chair over to the man's bedside, but just as she was laying a cool towel on his forehead his eyes snapped open and one of his rough hands snatched up her wrist.

"Shh," Odette hushed him, she had expected such a response. With her free hand she put a finger to her lip.

"What are you—what are you doing to me?" The man asked, his voice weak. He was hyperventilating, terrified at this new environment he was in.

"Nothing yet." Odette answered calmly. Her wrist was starting to hurt and so she tugged on him a little. He would not let go, in fact, he gripped her tighter.

"I know your Nazi games," he seethed. His eyes were now wide open, paranoia and rage shaking him, he was nearly foaming at the mouth, "you're gonna experiment on me,"

"Please, shut up." Odette finally hissed at him under her breath. "I'm not a Nazi!"

"You sure as hell look like one." The man yanked her arm so she couldn't stand up. Okay, yes, it didn't help that she was in a Nazi uniform, but he needed to—

"Be quiet!" Odette hissed once more. Struggling, she picked up the towel with her free hand and gently dabbed it on his forehead. Once the man realized she wasn't going to immediately attack him he slowly released her other wrist. "Thank you." She whispered, "now, what's your name, and where are you from?" The man's eyes narrowed at her. She sighed, it was always like pulling teeth with these soldier boys, "My name is Odette Swan, I am," she mouthed the next words, "an allied spy," she cleared her throat, "working as a nurse for prisoners of war." She kept her voice low. She would never be too careless and speak above a whisper.

"Oh yeah? And how can I trust you?" The man asked, he flinched as she began to scrub some of the grime off him.

"I'm from Decatur, Illinois." She added quietly, "I grew up in a house my parents built, and one time, with school, I went all the way to New York City for a singing competition."

"New York?" The man repeated.

Odette nodded, "Came in third. Saw the Statue of Liberty, and even attended a Stark Enterprises Expo." The man was quiet as Odette turned away to rinse her towel and grab some medicine.

"Barnes." She looked at him curiously, "James Buchanan Barnes. My friend's call me Bucky."

"Well Mr. Barnes,"

"Sergeant." Barnes corrected her.

Odette stared at him for a while, long enough to make him squirm and then she was content. She stood up and went back to pick up the folder she'd closed earlier and opened it up. "Could you spell your middle name for me, Sergeant Barnes?" She asked, opening her pen. After he had done so, Odette jotted down his name and rank, "and where are you from?"

"Brooklyn." Barnes answered.

Odette jotted that down as well, "How long have you been here?"

"What day is it?" Barnes asked in return.

"October ninth." Odette answered.

"'Bout a month then, was in the crowd brought in from Azzano." Odette wrote down everything he said, "what're you writing?" He asked.

"All I can." Odette looked up at him. She held the folder out to him, "from anyone I can." She added. Barnes took the folder slowly, turning it over so he could read it right side up. He took his time, no doubt putting two-and-two together that Odette was telling the truth.

"This has the names of nearly a hundred men," Barnes exclaimed, Odette nodded, "dates, names, ranks, birthdays," he went on, shaking his head in disbelief. He looked back up at her with hopefully eyes before being overtaken by a cough.

Odette eased the folder out of his hands, "shh, you need rest. I don't have the antibiotics to cure you, but I do have some things for your pain." She explained.

"Why'd he call you Anna-whatever it was?" Barnes asked.

"It's an alias." Odette explained. "Naturally if you reveal me to anyone I'll deny it and the prisoners here will suffer."

Barnes shook his head, "no, no, never." He agreed.

"Good." Odette worked quickly, easing him into a relaxed state before she went back to her desk to file an actual file for Lohmer.

"Where'd you learn German?" Barnes asked.

"Always so inquisitive?" Odette asked in return, when Barnes said nothing, she answered, "I had to learn German to sing certain songs. When I heard there was a chance it could aid the war, I stopped singing and started studying." Barnes stayed quiet, but she could feel him staring at him.

Finally he spoke up, "What do you do with the list?"

"When the dead are brought to me I give my contact their information." Odette explained, "And before you ask, no, I can't contact him to come and rescue you all. The less I interact with my contact the better for my cover." Odette explained. Barnes closed his mouth, apparently satisfied for now. The rest of her work day was silent, save for the heavy breathing of Sergeant Barnes, the occasional shudder, or round of just awful sounding coughs.

At precisely 1800 hours, Lohmer came back to her clinic, knocking only once before coming in. "What was your diagnosis?"

"A lung infection," as if on cue, Barnes began to cough once more, "Very contagious," she added with a grimace.

Lohmer did not look pleased as he took off his hat and pinched the bridge of his nose, "When can he return to work?"

"If I had the right medicine, tomorrow," Odette handed him Barnes official file which only contained his prisoner number, diagnosis, and recommended treatment, as well as a list of supplies she used on him that would need to be replenished.

"Do not push your luck, little nurse," Lohmer growled at her as he snatched the file. When she scoffed at his childish behavior, he pinched her cheeks and forced her to look at him, "Dr. Zola will be here next week. You will report back to him from then on. And he is not as forgiving as I." He added, Odette nodded her understanding. Lohmer shoved her back when he let her go. And, as if to remind her that her information was not private, he waved the folder once in her face before leaving.

She'd get it back tomorrow. She wasn't concerned. Instead, she turned her attention back to Sergeant Barnes. "Barnes, if you value your life you'll get better."

Unfortunately for Sergeant Barnes, his pneumonia only got worse. He was coughing up dirty, murky phlegm almost constantly, and he could hardly stomach the little food she smuggled to him. The week dragged on at an agonizingly slow place. Odette was able to keep the prying eyes of Lohmer away from her patient, and thankfully no other prisoner seemed to have caught pneumonia from Barnes. The winds grew sharper as the days grew shorter, and soon it seemed like the weapons factory was shrouded in perpetual darkness. Odette was thankful she'd been able to persuade Lohmer that her clinic needed to stay warm so her medicine would not freeze. The benefit of the men knowing very little about her work was they didn't question her, so her clinic stayed at a comfortable temperature while the rest of the factory slowly froze.

Odette did her best to bring in prisoners for at least a night to warm up. She came up with every excuse she could think of; a cough here could mean wide-spread disease tomorrow, frostbitten fingers meant less productivity, migraines could be a sign of developing epilepsy. Anything she could think of to rotate the soldiers in and out of her clinic. Of course, Sergeant Barnes stayed isolated away from the other men, but she was still able to fit at least three other men in her clinic a night. With hundreds of men to cycle through, barely a week to help them, being unable to go out on the factory floor, and the already miserable conditions, Odette felt completely useless. Here she was, meant to keep track of the prisoners of war, try to keep as many of them alive as she could, and she couldn't even do that.

Right on schedule, a week later, Dr. Zola arrived at the weapons factory. Lohmer introduced him to her and Odette did her best not to react when Dr. Zola muttered under his breath how ridiculous it was they'd hired her. They had no choice. Odette had made sure of that. Dr. Zola was short in stature, but his confidence and ego swelled him up to room size. A cocky man to be sure. Lohmer tried to continue his tour when Dr. Zola dismissed him. Lohmer wasn't used to being bossed around, and he just stood dumbfounded before Dr. Zola turned to him expectantly, "Unless you'd rather be my lab rat."

"Lab rat?" Odette asked. She forced herself to stare at Dr. Zola and Lohmer. They couldn't possibly mean to experiment on the prisoners here? They were already pushed so much, experimentation would only make things worse. And Barnes...with his pneumonia getting worse, experimentation may kill him! Lohmer wouldn't possibly agree to this! But looking at the officer, she saw that he too had no choice in this matter.

"Only with the sick," Dr. Zola clarified. Odette tried to appear as neutral as possible at the horrifically casual way he spoke. As though the lives of men were beneath him. Lohmer glanced at Odette, gave her a curt nod, and retreated back to the factory. No doubt to take out his frustrations at being ordered around his own station by some common Nazi doctor on the prisoners. Dr. Zola watched him leave, and kept his back to Odette as he listened to his footsteps click down the hall. "So, how long have you been at the factory, Fräulein Vogel?" Dr. Zola asked.

Odette blinked in surprise, "You speak English?" She kept up her ruse.

Dr. Zola turned back to look up at her. His eyes narrowed ever so slightly, and slowly he apologized, "Forgive me. Lohmer tells me that you studied in London." He walked around her to inspect her cabinets of medicines and supplies, "I just thought that you would find it more convenient to discuss medical procedures in English." He glanced at her in the reflection of the glass.

Odette nonchalantly made her way to stand between him and Barnes, "Discuss medical procedures with me? Why?" She asked.

"Because you will be my assistant. Did Lohmer not tell you?" Dr. Zola turned to face her, a smug smirk on his face. Odette felt her blood run cold, suddenly all those cowardly nights when she lied awake thinking of how easy it would be to kill Lohmer, to kill every goddamn Nazi in this whole factory came back to her. Every soldier she couldn't help. Every one that perished on factory grounds, the blood on her hands...she hadn't done enough. She thought she'd only be reporting to him, but working with him...She should have killed every God forsaken Nazi in the factory when she'd had the chance...because something in her gut told her that Dr. Zola didn't have any plain old innocent medical procedure in mind…

Odette tried to steady her breathing as Sergeant Barnes writhed and screamed on the bed. Dr. Zola's face was impassive behind his mask and magnifying glasses. "More." He ordered her. Odette hesitated only a second before she pushed the needle plunger down. Barnes screaming increased, and had the leather straps not been tight he would have flung himself off the bed. It was torturous. Odette was sure she'd hear his screams in her nightmares for the rest of her life.

Once the needle was empty she removed it from Barnes arm. He was no longer screaming, but he was shaking uncontrollably. Odette stepped back, allowing Dr. Zola room to step forward. She contemplated momentarily about jabbing the needle into his neck. Her grip tightened on the syringe. It would be so easy. The needle would go straight through his dough-y, soft neck. Like a hot knife through butter. No. She relaxed her hand. Too risky. She'd need something that would kill him instantly so he couldn't alert anyone to his ultimate demise. Barnes gasped for air, eventually throwing himself back and finally relaxing. Dr. Zola hummed and wrote something down. He turned on his heel and left the room, muttering that that would be all for today. Odette waited until she could no longer hear his muttering before she went to the door and locked it.

"Sergeant?" She spoke so softly, she was almost inaudible. "Barnes?" She rushed back to his side and gently grabbed his hand. Delirious, Barnes's head rolled over to face her. She cupped his cheek with her free hand and stroked her thumb under his eye. Barnes sighed deeply, eyes fluttering shut as he realized his torture for the day was done. "Would you like some good news?" She asked quietly. Through barely parted lips, Barnes let out a small, curious groan. "There was an 'accident' in the factory, and Lohmer died." Even in his state, Barnes broke into a smile. Odette smiled back. She'd hated Lohmer from the moment he'd given her the keys to her clinic. He was handsy, nosey, vicious, and cruel. Every Nazi soldier was guilty of beating the prisoners, but Lohmer was directly responsible for several ending up in her clinic, and was responsible for even more dying.

While fearful of who might be put in charge next, Odette was thankful for the reprieve of his absence. Not that she got much with Dr. Zola at the factory. She was able to do less of her own work, and had become a glorified secretary. She often caught Dr. Zola lingering around corners where she happened to be walking, or waiting and watching her as she cleaned up the makeshift lab in one of the empty offices, almost as though he suspected her of something…

Odette snuck Barnes some bread and water, unstrapping him from his restraints for a few minutes before locking him back in. He thanked her, but Odette didn't feel she deserved it. She should do more. She was a coward.

Odette barely noticed the anxious hum in the factory as she walked stiffly back to her clinic. She went through her files, inspecting which prisoners she had seen, who hadn't been in for a while, and compared that to a list of all the prisoners in the facility.

Given the fact that Barnes was now in a separate room, Odette was able to fit more soldiers into her clinic. Some with legitimate injuries, others to simply get them out of the cold for a night. Once she'd made a list of eight men she would take in, she set out to find their stations. Most men worked in the factory, building tanks and weapons Odette would never have come up with, even in her nightmares. She spoke with the foreman, a stupid fellow who had absolutely zero medical knowledge.

"I need to see these prisoners." She said, holding out her clipboard so the man could see her list. There were, of course, only numbers on her clipboard as the Nazi's didn't bother to keep track of their prisoners by name.

"Why?" He asked, crossing his arms and shifting foot to foot. He eyed her up and down suspiciously.

"We have a contagious patient who may have been exposed to them. Or did you disregard Lohmer's memo?" Odette raised an eyebrow at him. The man shifted uncomfortably, even dead, Lohmer struck fear into the hearts of everyone around him.

"No ma'am. I apologize," He then turned to one of his underlings and nodded him over. The foreman ordered the soldier to gather up the men she required and then turned back to Odette, "We will send the prisoners to your clinic immediately." She thanked him, the words feeling like poison on her tongue, however, as she turned to leave the man spoke up once more, "General Schmidt will be here later. He will not be satisfied with our slowed progress."

Odette spun around on her heel. She looked the man over once. He swallowed hard. Her eyes narrowed. "Then you can explain why all these men are sick." And with that, she returned to her clinic.

The men she had called for came as one group, escorted by several guards. Odette wouldn't allow the guards into her clinic. She shoo'd the Nazi's away, waiting until they were gone to begin her process. Most of the men were from Britain or America, but there were some French men in her group. Some she had seen before for legitimate reasons, and they eased the others into her setup. She then set about mending and medicating anything that needed attention. One man had broken fingers that she had to pop back into place (a feeling she never enjoyed) before splinting them. Another needed ointment and bandages on his hands as the cold had cracked them to the point the palms were a bloody, meaty mess. She spoke softly and gently with each of them, calming them and distracting them from the sting of medications or ice as she patched them. Those who she'd already treated were starting to doze off, comforted by the warmth of the clinic, and the fact that they'd be sleeping in a bed rather than vertically or on the floor. One night where they could sleep without fear of freezing to death.

She was talking to one of her patients, bandaging a cut on his head where a piece of machinery had sliced him, when Dr. Zola, and a new man barged in unannounced. The prisoners sprang up, but quickly realized the situation and froze to their spots.

Odette, slightly peeved at her sanctuary being disrupted at such a late hour threw her bloodied cloth aside and brushed her hands off on her apron. "I've endured enough of your experiments. But this? Who do exactly do you think you are?" She demanded, throwing her hands on her hips and standing between the two Nazi's and her men.

"Ms. Annelise Vogel, this is General Johann Schmidt," Dr. Zola introduced them. "General Schmidt is here to overseen the factory's production and productivity."

General Schmidt was a tall, lean man. Very different from Dr. Zola. He had neat brown hair and dark eyes. His face wasn't gaunt, but it was angular, and Odette could see he had never quite outgrown his childhood of poverty, no matter how much he tried to hide it. She knew because it was the same angular look her own face held. She hated him instantly.

"Busy day?" Was all General Schmidt asked, his eyes scanning the room slowly.

"No more than usual, sir." Odette answered tensely. General Schmidt's eyebrows quirked up curiously for a second before his face returned to its original, impassive look.

"This factory is now under the control of HYDRA," Schmidt straightened his shoulders, "The Nazi's and this war will soon fall to us. And you report to me now. Understand?"

Odette clenched her jaw, resisting the urge to punch the smug smirk off his face. "Yes, sir."

Not saying anything else the General and Dr. Zola took their leave.

None of the men in the clinic got much sleep that night. Odette didn't blame them. She hardly slept herself. She sat up in her small bunk, blinking wearily at the door with a pistol in her hand. God, how long had it been since she'd shot it? Not her preferred weapon, but it would do in a pinch…

She took deep calming breaths, trying to listen to every creak and moan, every whisper of wind or breath, hoping beyond hope that she would not have to shoot the first person to walk in her clinic. Her personal quarters were attached to the clinic, and she normally kept her door closed and locked, however a gut feeling told her to stay up and be vigilant, so the door stayed open and Odette hardly blinked. At some point in the night she must have dozed off because she was jumping forward as she woke up in the morning. Her back and neck were stiff and her heart was racing in her chest. She inspected herself in the rusted mirror. Disheveled caramel curls, slightly smudged makeup, tired green eyes, and a wrinkled uniform.

Odette shuddered at her appearance. She made sure her door was locked before she stripped off her old uniform and pulled on a fresh one. She washed her face and applied a new layer of makeup. Her hair was unfixable in the short time she had, so she simply pulled it back with a clasp and hoped it wouldn't be too out of the ordinary for her.

Finally off, Odette promised the men she would do what she could to smuggle back some food for them. Today they'd get more than she usually could bring because when she got her pre-proportioned meal, all she could keep down was the bitter black coffee.

The men silently thanked Odette as they shuffled back to their hellish reality, and she did some paperwork while she waited for Dr. Zola to summon her. While she was used to working long days in silence, this new silence with General Schmidt in the factory was nearly unbearable. Odette felt as though if she wasn't doing something he would suddenly appear and punish her, so she did her best to stretch out her paperwork. Luckily for her, she had an extensive list of supplies needing to be replenished since she housed a full clinic for the first time since Sergeant Barnes had fallen ill.

Speaking of-

900 hours, Dr. Zola was right on time, rapping once on her door as he passed by on the way to his makeshift lab. Odette sighed and mentally prepared herself for another grueling day of assisting him in torture. That's all it had to be. Torture. What else could Dr. Zola be doing to Barnes? She saw no physical change in him, besides being absolutely exhausted afterwards, nor did it seem like his mental state had changed. It was just agony. Pure agony. Or perhaps Dr. Zola derived some kind of sick pleasure from Barnes' pain.

Four long hours later, Dr. Zola left Odette to clean up the vomit Barnes had thrown up during their morning session while he left to have lunch with the General. Odette had no time to eat for herself, which meant she couldn't smuggle Barnes something later. Another five hours passed, with Odette injecting serum after serum into Barnes. Waiting sometimes only five minutes between injections, sometimes waiting nearly an hour before starting up again. At hour six, Barnes seized and Odette held his head to keep him from hurting himself (even though he was strapped down). Her heart ached in response to his pain, and she allowed him to hold her hand as he slowly stopped convulsing. Dr. Zola, meanwhile, just scribbled away on his clipboard.

"We're done for today." Dr. Zola said finally. He ordered her to clean up the office before walking out.

Odette held her breath, counted to ten, let out a small sob, then crossed to the door, closed it, and locked it. She pressed her head to the cold glass, feeling the layer of sweat on her forehead wipe off onto the cool surface. She was shaking, inside and out. She'd seen Barnes (and other men) have a seizure before, but it was the pained, silent scream on Barnes's face that truly etched itself in her mind. She would be seeing that in her nightmares for sure. Her own body felt tight and stiff, even though she was the one who had been doing the torturing. She should have done more.

She took a breath.

"Odette?" Barnes' voice was weak.

No. She was doing what she could to stay alive and keep as many of the soldiers alive as she possibly could. It was stressful. Hell it was stressful.

But these moments? These quiet moments with Sergeant Barnes...these were a nice part of her routine that reminded her why she had to be careful and keep her cover. She was reminded of her humanity. She was reminded of why she did what she had to do.

Odette swallowed the rock that had formed in her throat. "I'm here." Her voice was barely above a whisper. She crossed the room and held one of his sweaty hands in her sweaty hand.

She brushed some of Barnes's hair off his sweaty forehead. She wished she could do more for him. For all the prisoners. Odette started to slip her hand out of his, but Barnes held on tight. She looked at him curiously.

"Tell me," his voice was quiet and rough, "about Decatur." He asked.

Odette smiled sadly as she thought of home. "There isn't much to say. It's not a small town, by any means, but it isn't great big like New York City." Odette answered. "But it was nice. Mother and Daddy used to take me and my sisters to my Uncle Kenny's farm. We'd all sleep in the same room, and in the morning one of us would stay with Aunt Marie and make breakfast, and the other two would go out with Uncle Kenny to do the morning chores."

"You? A farm girl?" Barnes let out a single chuckle.

Odette rolled her eyes, "hardly. I was terrified of the chickens, so I always got up early to pick cooking with Aunt Marie." Barnes started to laugh once more, but only ended up coughing instead. Believing them to be safe from Dr. Zola's return, Odette undid the leather straps, allowing Barnes to sit up. As he did so, Odette stepped away to grab a glass of water.

"You've got sisters?" Barnes asked, slowly regaining strength. He was bouncing back from these vague experiments much quicker than he had been at the beginning.

"Well." Odette ignored the sting in her eyes, "Sister. My oldest sister, Aurora," Odette swallowed the rock that had formed in her throat, "was killed by a driver." Barnes stopped nursing his drink to stare at Odette. She went to the desk in the room and leaned back on it. "She'd been crossing the street with her husband. The man was drunk and just," she smacked one palm across the other before extending her arm, "ran smack into them. Her husband survived, some bumps and bruises...but Aurora? Her neck..." Odette pressed her fist to her lips, holding back a sob, "sorry." She laughed, "not the best story to cheer you up with."

"No," Barnes admitted, "but, thank you for telling me." Odette shrugged half heartedly With a sad chuckle. It wasn't her favorite story to tell, that was for sure. All too soon, Odette had to return to her clinic, which meant Barnes had to return to being strapped to his bed. He groaned as he laid back down, but he didn't complain. "What," he winced as she tightened the straps down.

"Sorry." Odette winced.

Barnes lightly shook his head, "What's it like out there? In Decatur?"

Odette chuckled, "fields. Lots of fields. Corn, beans. Lots of open sky."

"Do you miss it?" Barnes asked.

Odette nodded, "every day." She finished up strapping him down and gripped the edge of the bed, "but I'm glad I'm here. Making a difference, however small it may be." In truth, she'd never felt more useless, but it made Barnes smile, and that was enough.

Odette turned and walked out of the office. No sooner had the door latched shut behind here that a shape in her peripheral shifted. Moving too quick to block, Odette could only brace herself as the butt of a rifle slammed into the side of her head. Heart racing, she tried to straighten her vision and keep herself from doubling over, but her arms were grabbed and someone rudely connected their fist with her gut. She coughed as the air was knocked from her lungs. Dazed, she blinked wearily at her attackers.

Dr. Zola had that smug look on his face. "You will make a great difference in the war, Fräulein." He mockingly teased.

"You-!," Odette didn't get the chance to curse him out as the butt of the rifle connected with her head once more and all she saw was darkness.