A/N: Lots and lots of dialogue and, as the chapter title suggests, backstories.

Chapter 2: Backstories

Sam wasn't lying when he said their own safehouse wasn't too far from the alley where they'd essentially cornered Sandy McIntosh and Frank Castle. They ducked through a few other dark alleyways on foot before turning into the run-down area of that particular borough. Bucky had been surprised at first at how little the area had actually changed since the 40s.

The more things change, the more they stay the same, I guess.

Bucky has a lot of questions, but he decides to hold them off until they're actually in the safehouse. Sam has been unhelpful thus far. His physical descriptions of them aren't far off, though. But Sandy is smaller than Bucky expected. She only makes it up to Castle's chest. Both look a lot less physically imposing than they truly are under their loose clothing. Dark, short hair helps them blend into a crowd easier. Not that that's much of an issue in New York, though. Sam had also mentioned that she might talk his ear off. But, to Bucky's surprise, Sandy hasn't said a word since they left the alley. At least not out loud. He notices that she does nudge Castle a few times. There seems to be some sort of unspoken language between the two. Effective and highly useful, for their line of work.

Speaking of that... Well, he'll add that to his list of questions. Sam seems to trust her, but Bucky never goes into any relationship, or mission, blindly. His first priority is always Sam's safety.

Behind him, Castle grumbles about how he still doesn't like this. Well, it seems like their nonverbal communication only goes so far. Sandy whispers back that she'll explain exactly why she trusts Sam, and by proxy anyone he's with, later. Bucky raises an eyebrow. He'd better be included in that discussion.

Sam, of course, doesn't hear any of this. He's too preoccupied with prying the gate open. That, and he doesn't have the benefit of super-human hearing like Bucky does.

"Classy," Sandy muses, loud enough for both Sam and Bucky to hear.

"Yeah, well," Sam starts as he motions for everyone else to follow the now open gate, "it's secure. No cameras. And we're used to it."

Bucky doesn't want to openly admit it to Sam because he'll hold it over his head, but it isn't the worst place he's ever stayed. Two bedrooms, a decent-sized kitchen that could at least accomodate three moderately sized people, and furniture that isn't broken, ripped, or gross. Though the outside betrays how homey it is on the inside. The building has multiple Condemned signs on both it and the fence surrounding it, but that's a lie. The King of Wakanda had covertly purchased it and a few other buildings in New York as safe houses for his friends. Which Bucky and Sam happen to be.

Sandy's lips tug up at one corner briefly. "We haven't exactly been living the life of luxury either, so I guess I shouldn't talk."

"But you will," comes Castle's hushed reply as they shimmy themselves in.

Bucky manages to keep his face neutral as he closes the gate behind them. They're an amusing pair, he admits.

It's a short walk from the ground floor to their apartment on the fourth floor. Mostly because everyone, including Bucky, like to take the stairs two steps at a time. Guess life on the run teaches everyone the same things.

"Well, I don't think we'll be here much longer, so I wouldn't get too comfortable. Our next place might be worse than this," Sam eventually says once they're inside. Sam and Bucky stand near the kitchen counter. Bucky makes sure to leave a path to the front door open. He'd seen how agitated Frank was when he realized that he was surrounded. They don't need to make his bad mood worse.

Now that they're in the safety of the apartment, Frank finally spoke up. "What's that supposed to mean?"

Sam looks at Bucky, questioning. He only shrugs with an It's all you, buddy, look. Sam sighs and crosses his arms. "Well, we tracked the bulk of the operations to Brazil. Specifically Copacabana in Rio."

Sandy's expression turns curious. "Oh, a resort town? Can't say that's a bad idea, honestly."

"Oh good," Frank says sourly. "I get to get involved in foreign affairs again."

"Not exactly," Sam assures. "The dude's an American."

"So it's a he?" Sandy asks.

"Well, we're not exactly sure about that. 'Dude' was more of a gender neutral term. But, given my history with bad guys, it's probably not a bad guess."

"Then how do you know they're an American?"

Bucky feels it's his turn to explain. "Ex-H.Y.D.R.A. idiot sang like a canary for me." He pauses when he sees Frank and Sandy's faces. But before he can continue, Frank speaks up.

"H.Y.D.R.A.? That Nazi group the Avengers supposedly snuffed out? They're still around?"

"Well, mostly just a few stragglers that have been recruited into other causes." Bucky furrows his brows. "Maybe we should start at the beginning."

"You think so?"

Frank's aggravation is well deserved. Bucky sighs, glancing at Sam, who just blinks at him. "Well, Sam and I have been tracking down former H.Y.D.R.A. agents that haven't exactly been quiet. A few weeks ago, we came across this H.Y.D.R.A. bunker that wasn't as abandoned as we thought. One of the guys there was kinda chatty, particularly when he saw my face. Guess my reputation is good for something."

Sam snorts, "It's about the only thing you're good for, really."

Bucky ignores Sam's jab. For now. "Anyway, he just started blabbing, saying that he was sorry but that we were too late. Someone else had already taken down nearly everyone else in the operation. Tried to act smug about it, but he was scared we were gonna kill him."

"Not that we did. Turned him over to the police later."

A scoff from Frank. "That's too good for Nazi scum."

Bucky nods. "Agreed, but it's in the past. Besides, I'm not opposed to properly dealing with him later if we need to." Bucky doesn't respond to Sam's glance at him. Not that Sam would truly have an issue with it, but he's trying to keep up appearances. "We did some digging through the files they had at the base and found a high priority kill list."

Sam continues, "Which is where I found your names. Turns out, that weapons smuggling ring you took down recently was part of some larger operation spearheaded by someone codenamed 'Magnate'. We've sent off some of the American locations we found in that system to the local police. They seemed to be the smaller gigs, so we're sure they can handle them."

There's enough of a pause that Bucky figures it's his turn to talk again. "We're pretty sure that's not all of them, though. A lot of the stuff seems to be coming from Copacabana. Even if that's not where this Magnate is, we figure we can get more answers there than we would anywhere here in the US. At least break up the distribution center if nothing else."

"Hey, do I interrupt you when you're laying it down?" Sam accuses.

Bucky's mouth falls open. "Yes! All the time!"

Sandy's chuckle is overshadowed by Frank's apparent need to get back on track. "So why do you need the two of us? You said the operation here in the States was all small time gigs. One of which we already took down, without knowing." His head turns slightly to Sandy. "Maybe there should have been a little more questioning on our part." He doesn't sound too remorseful.

Sandy makes the oh well face. "I was perfectly fine with just killing them once we knew they were the leaders. But you're probably right."

Frank turns his attention back to Bucky and Sam. "Why not just give us all those bases here? We're capable of taking care of ourselves and taking out these assholes just fine." Bucky senses he's not exactly going to be easy to convince. He seems fairly stubborn. And he has a point. The small time stuff sounds like more their speed, at least currently.

Sam nods. "As I said before, we're very well aware of that. This is more of a personal decision rather than just logic and numbers. Though we would greatly appreciate the added help. Especially with covering our digital tracks." Bucky raises an eyebrow at that. Not exactly what Wilson told him earlier.

"Sam Wilson, letting his emotions dictate his decisions? Shocking," Sandy teases.

"Okay, about that. How the hell do you two know each other?"

Well, at least Frank has the same questions.

Sandy shifts, and for a split second there's discomfort and sadness in her features. It's gone so quickly that Bucky can't be totally sure he even actually saw it. There is a slight hesitation before she answers, though. "Sam used to work at the VA in DC. I'd go there sometimes when I worked for S.H.I.E.L.D." Oh. So he had been her counselor. Things are starting to click. "After the whole thing in China." There's a weight to her words Bucky is very familiar with. And just like Bucky, she seems very eager to get off that particular subject. She lifts her chin at Wilson, expression now coy. "And before bird boy here flew off to join the Avengers."

"You know, if I'd known you have these new powers or whatever, I might have invited you to join." A brief pause. "On second thought, maybe not. I could barely handle Tony."

Apparently, Sam's accidentally pulled open another barely healed wound, and not just for Bucky. Sandy's face falters. Castle seems to notice this, too, as his torso twists towards her in what looks to be a subtle attempt at comfort. Bucky is trying not to think too hard about all the memories and emotions that come flooding back at the mention of Tony Stark's name. There'll be time to deal with that later. Instead, he focuses on Sam's guests. He's not sure what Sandy and Tony's history is, but it certainly doesn't hold the same regret and pain his. So they had been friends? How come—

"Sorry, Sandy." Sam's voice is much gentler now. He'd caught it, too. "I didn't know."

She shakes her head. "I like to flaunt a lot of things, but it never felt necessary to really mention that I knew him. We weren't that close. We worked on Project Insight together for a while. Kept in touch a little bit after that. I was too busy after the fall of S.H.I.E.L.D. though. It'd been years since we talked."

Now Bucky is much more interested. "Were you in DC for that?"

"Only until my role in Insight was finished. I had other projects S.H.I.E.L.D. wanted me on."

"Do I wanna know what Project Insight is?" Frank sounds exasperated.

"You remember the whole Triskelion incident in DC back in 2014? Turns out I may have unintentionally helped those Nazi bastards make the ultimate killing machines."

"That was our meet-cute," Bucky says as an aside, motioning to Sam. Suddenly, every pair of eyes is on him. Worth it, for the embarrassment it will cause Sam.

"Excuse me?" Sam's whole body is turned towards him now, face red. He's definitely appalled, and maybe a little bit mad. Too mad, at least, to ask him exactly why he knows that term and who taught it to him (which should be obvious by now). Bucky chews on the inside of his cheek to avoid laughing. "You did not just call that a meet-cute. You tried to kill me! Twice!"

Bucky scrunches his face in thought. "So did you. With guns. I didn't."

"That's not any better, you asshole!" Sam swiftly punches him in the arm. His left arm, which is made of vibranium, the strongest known metal on earth. A major mistake. Because even though Bucky doesn't actually offer any resistance, Sam still yelps and grabs his hand. "Motherfucker!"

He hadn't meant for Sam to get physically hurt, but it's still funny and he can't keep the humor out of his voice. "Not my fault."

Sandy is at Sam's side, taking a look at the injured hand when Castle asks, "What the fuck is going on?" Bucky does feel a little bit bad about the utter confusion they're causing him.

"Need some ice?" Bucky offered. He knows Sam will be fine, so he figures it's time for a little payback.

"I hate you. So much," Sam seeths. "I'm fine, it's not that bad. I'm more pissed than anything," he tells Sandy.

When Sandy looks up at Bucky briefly, he offers a slightly apologetic look. She puckers her lips in amusement and acknowledgement before turning back to Sam, who's studying his hand. She finally decides that he's okay and turns back to Frank. "Well, dear, a meet-cute is basically something that happens in those romantic movies where the two love interests bump into each other at random or some shit like that. It can be different for different couples. And apparently for this couple—" here she gestures between Sam and Bucky— "it means trying to kill each other at first sight. A real enemies to friends to lovers thing going on."

"We are not a couple," Sam fumes. He almost doesn't sound convincing enough.

He clears his throat to get rid of the chuckle that threatens to escape. Castle is still visibly uncomfortable, so Bucky decides to steer the conversation back to the matters at hand. "So you two met in DC." He motions between Sandy and Sam. "You've heard about how Sam and I met—"

"I think I'd like to hear more about that," Castle interrupts. He locks eyes with Bucky, expression very serious. "Why exactly are you two hooked up now?"

Bucky bites his lip at the use of "hooked up." He's sure Frank hadn't meant the other use of that term, so he moves on before Sam can object. "You know who I am." It's not a question, but both Frank and Sandy nod. And he knows exactly what Frank is asking. "Then you know what I did for those seventy years wasn't my choice. H.Y.D.R.A. stole my life, my memories, my arm, and any semblance I had of being an actual human being. They used me as a means to their ends, as a weapon. Now, I'm just trying to right the wrongs in the world that I helped make. And the best way right now is with Sam here."

"H.Y.D.R.A. brainwashed you. How do we know there isn't some trigger that'll send you back to whatever's still left of them?"

Bucky smirks. "They have no control over me now. I made sure of that before I rejoined the world. I'm not their weapon anymore."

"How?" Sandy asks curiously.

"We've got friends." His grin grows as he glances at Sam, who looks at least a little less peeved now.

That seems to satisfy the two. "So," Sandy sighs. "Glad to see you're one of the good guys again. And since we're all sharing, apparently…" She looks pointedly at Frank. "Guess we should talk about how we know each other, huh?"

Bucky guesses her backstory will be mostly for his benefit, and he appreciates it. He's definitely the most in the dark about her. He had a general semblance of who Castle is before meeting him.

Frank shifts uncomfortably, but doesn't openly object. With a quick nod, Sandy continues. And Sam wasn't wrong about how verbal she is. "Well, as I said, I used to work for S.H.I.E.L.D. First as an analyst, then out in the field. My codename was Proteus. Greek god that symbolized how the water is constantly changing. I was very good at undercover work. But eventually S.H.I.E.L.D. fell, then went underground for a while. Long story short, some shit happened, we discovered there's lots more 'enhanced' people out there that have alien DNA in them. And I'm being absolutely serious about that," she adds when Bucky contorts his face. Aliens aren't a foreign concept to him in the least, but this is the first he's hearing about humans—plural—with alien DNA. He still hasn't completely caught up on his history. "Turns out I'm one of them." She holds out a palm and Bucky watches in wonder as a perfect sphere of water forms and holds steady in the air. "I can control water as well as being able to create water using the existing Hydrogen and Oxygen in the air. A water bender." She looks around expectantly for what he figures is a reference to something. Nobody else reacts, save for Sam's slightly annoyed expression, so he feels less awkward about not knowing.

Sandy frowns slightly but moves on. Suddenly, the water orb disappears into thin air. "It's nice because I don't have to worry about leaving water everywhere after I use my powers." Bucky isn't afraid to admit that he is extremely curious about the science behind her abilities, but he doesn't want to interrupt her. There'll be time for that later.

She makes a face and pauses briefly before continuing. "S.H.I.E.L.D. got a new director, and I very much didn't like him. So I left. Spent 6 months on my own just doing whatever I wanted. It was nice. But then I got framed for murdering the Vice President. Turns out Frank and I were going after the same person for different reasons. We teamed up, caught the bad guy, then I went back to S.H.I.E.L.D. I did eventually realize just how tired I was of the whole international spy world and all the politics that went into it. So I left again and came back to Frank."

"Lucky me." Frank's voice is laced with sarcasm, and Bucky catches Sam smiling.

"Guess I can't stay away from that whole 'acts like a scary bad boy but is actually just a big softie' schtick. It's enough to make anyone weak at the knees."

A strangled chuckle comes from Sam, which doesn't help Bucky's feeble attempt to keep his composure. And Castle's darkened stare at Sam and Sandy certainly don't help matters, either. And Bucky has been meaning to ask…

"Are you two, like, together?"

Before Frank could answer, Sandy gleefully cuts in. "Yes we are," she says dramatically, throwing her arms around his neck.

"No, we're not." The hint of amusement in Frank's voice is all but drowned out by his sheer annoyance. Bucky still catches it, though. Sam does, too, judging by the barely concealed snort.

"Oh, right. You prefer the term lovers."

"We're not that either."

"Oh fine, fine." She places a hand teasingly on his cheek. "He's my boy-toy."

He swipes Sandy's hand away. "No—" Frank almost sounds desperate for this charade to end.

Sam explodes with laughter, and Bucky can't help but follow his lead. Despite Sandy's best attempts at convincing them otherwise, the obvious answer to his question is no. Sam had mentioned that Sandy might be annoying and maybe a little hard to get to know, but Bucky already likes her. At the very least, she's able to match wits with Sam, keep him on his toes.

"You're the fucking worst," Frank groans, taking a step away from Sandy and the enormous grin she's wearing.

She winks. "Depends on who you ask."

"If you ask me, I'm on Castle's side on this," Sam manages once his laughter had died down.

Sandy seems to be thoroughly pleased with herself. "Then my work here is done."

"I thought that was hunting down criminals," Bucky muses. There's an unspoken question in his voice. It's good that they're all trying to keep the conversation casual, but it was only half working. Everyone has questions they need answers to if they're going to move forward. And Bucky is still a little afraid Castle might back out and take McIntosh with him. They could really use some extra hands on this, and the way he and Sam want to handle this… It's best not to ask their other superpowered friends.

"That's my second job." She catches Bucky's drift. Bucky can tell she's holding back an eye roll when she met his eyes finally. "Okay, okay. Frank, you wanna explain or should I?"

Frank crosses his arms. When he speaks, he's still dismissive, but it isn't as harsh of a tone as it had been earlier. "My past is pretty much public record at this point. Trial of the Century and all. Turns out I can't ignore who I've always been. Who I'm meant to be."

"The Punisher," Sam says simply.

Bucky had looked him up, but he hadn't been too thorough. Public menace who slaughtered drug lords and all sorts of other seedy operations is the basic description he'd gotten. He's mildly confused as to exactly what trial they're talking about, but he decides he'll dig up court records later for specifics. At least Castle is talking.

Frank lets out a short, breathy laugh, but there is no humor. "I didn't pick that. But yeah. Scares the shit out of people I want to be scared, so I guess it works. Someone's gotta do something about these pieces of shit walking around."

"It's extremely satisfying, I gotta say. But we can only get so far by ourselves," Sandy casually interjects. Frank doesn't seem too annoyed. "So we set up secure networks where people with leads we may not have can contact us. Or people looking to get out of certain situations. Ones they can't quite rely on the police for. Although, we've had to move around a few times cause the wrong people got word of it. Spent some time in Jersey until we could properly take care of those bastards. Now we're back in New York."

"You're getting rusty."

"Maybe I just like a change of scenery. And being on the run with you," she coos. Frank scrunches his nose and gives her a heavy eye roll. There's a lot of that going on between these two.

Frank's eyes drift back to Sam and Bucky as if something had clicked for him. "You two were the ones who contacted us yesterday."

Sam nods. "Didn't figure you'd like to be approached at your safe house. Getting shot in the head's not really on my list of things to do."

"Plus we had to get rid of your tail in a way that made it look like you did it," Bucky adds.

Sandy makes the that makes sense face. "So, it's obvious you boys are actually here to help us. Slash you actually do need our help. Do you feel better about all this, Frank?"

Frank shrugs nonchalantly. "For now."

Sandy claps her hands. "Alrighty. Well we don't have clothes or anything and all of our shit is back at our apartment. I can do it, but I'd really rather not be restricted to just the clothes I'm wearing. That guy seemed to be alone. Any idea if there were other lackeys we somehow missed?"

"No, for now. You should be safe to pack up your things and destroy whatever evidence you need tonight," Bucky informs, then nods to the door. "But make it quick. They'll notice he's not checking in soon enough."

"Thanks, handsome. We'll be back in a jiffy." Bucky sees a twinkle in her eyes when he feels his cheeks start to burn. It's only a little blush, but apparently she's seen it. Oh, great.

"Can you please not flirt with every single person you meet?" Bucky hears Frank plead as the door shuts behind them.

"That went a little better than I expected," Sam sighs in relief once Sandy and Frank are gone.

Bucky remembers their conversation from earlier in the day. "You were worried about Frank Castle more than anything. I see why now. Don't think he would have agreed if Sandy wasn't here."

"Yeah," Sam agrees. He runs a hand over his face quickly before starting towards the kitchen. "Probably would have just tried to force the other base locations out of us, then run off again."

"He doesn't seem to play well with others." Bucky's brow furrows. "I'm kinda surprised they're even together on this. She seems more your speed."

Sam hums and opens the fridge. "Yeah, we got along pretty well back in the day. She can be a bit much, but she'll do anything for the people she cares about." Sam shovels the leftover lo mein into his mouth without heating it up. "He's a little harder to read, but I'm almost getting that same vibe from him. He did have a family, after all, before all of that shit happened to him."

"I think I remember reading that."

Sam looks pointedly at the laptop resting on the couch. "Look up the court case from, um, 2016. I think. Tell me what you find."

Bucky frowns at Sam as a piece of half-chewed noodle falls from his mouth. "Dude, swallow. And why are you making me do it?" He wants to do it, he just feels like giving Sam some shit first.

Another bit of food falls. "Can't you see I'm eating?"

Bucky mutters some light-hearted Russian curses and flops onto the couch. He's spent a lot of his time since coming back from, well, nonexistence, catching up on all the changes that had happened in those five years. The others had caught them up with what they had personally experienced, but Bucky wasn't satisfied. There's been so much he'd missed already from his time with H.Y.D.R.A., and he still hadn't fully caught up by the time Thanos' ugly mug had shown up in Wakanda. This frustrates him to no end.

By far, he isn't the only one who's missing time. Sam often joins him in his research. If they aren't looking through files together or hunting down bad guys, Sam will cook while Bucky relays any information he finds. It's a nice system. Even if Sam does make fun of him more often than not on Bucky's good days.

He finds the trial information easily enough. The People of New York v. Frank Castle. And man, is it a doozy. He lets Sam know the important bits he finds. Once he's finished reading the trial info and is caught up with his jailbreak and staging of his own death, he moves on to Castle's resurgence a year later. And then he pauses, stunned.

"Sam." His voice comes out a little shakier than he wants it to. But he can't help it. The memories have him frozen, dread and hatred and disgust boiling inside. He doesn't take his eyes off the screen, off the picture and name underneath, until he feels Sam's hand on his shoulder.

"Who's that?"

"He…" Bucky swallows thickly and tries to regain control of himself. It doesn't matter that the bastard is dead. The memories are still there. New ones, and those always burn the most. "He was part of H.Y.D.R.A."