"I don't care what protocol says, you're getting a team together and we're getting her out of there." Bucky said, slamming his hand on Coulson's desk. "And if you don't, I'm going back regardless, and whatever happens, that's on you."

"Hey, look whose back! It's good to see you again tin-foil." Hunter said as he entered the room and lightheartedly slapped Bucky on the shoulder. "We were beginning to wonder if you were ever coming back. Where's shrink-wrap?" Bucky didn't crack a smile, and the death glare Hunter received from Skye informed him why.

"There's no need for violence, Barnes. You can take it easy, we're already in the process of getting a team formed." Coulson said, sliding a glass calmly away from where Bucky had made a crack in the wood of the desk.

Bucky wrinkled his forehead, "I don't understand."

"As it turns out we have one of our own being held at the same testing base, Deathlok." Coulson explained, standing. "He was captured while carrying out our last mission and we plan on getting him back."

"And Lincoln, too." Skye added. The name didn't ring any bells with Bucky, but as he was coming to realize, many things had changed since he and Lucy had left.

"We leave in an hour, you might as well tag along." Coulson said as he brushed past, heading for the door.

"Don't worry, we'll get her back." Skye said, moving to Bucky's side.

He closed his eyes and let out a sigh. "I should never have left her there alone." Bucky shook his head.

"You did the right thing." Skye reassured. "If there really are all those kids there like you say, then it's good you're not taking HYDRA on alone." She turned him towards her and waited for him to look her in the eyes. "Lucy's strong and can take care of herself. She's going to be alright, don't worry."

Bucky nodded, appreciative that Skye was trying to help, and what she was saying was probably true. Still, he wasn't sure if he believed it just yet. He wouldn't believe it until all of it was over and he had her back safe in his arms.

"Why are you putting us under?" Lucy asked wryly. "Afraid because someone's coming?" She let out a laugh.

"Just put these on." Richmond ordered, shoving the pile of folded clothes hard into her chest. Begrudgingly she accepted them and backed into the small room.

"You realize it won't matter where you try and hide me away, S.H.I.E.L.D. is still going to find me." Lucy asserted to the two men on the other side of the door.

"Hurry up would you." Richmond replied impatiently. Lucy arched a questioning eyebrow at the gray tank-top and shorts in her hands.

"You guys do realize we're on an Arctic base, right?" She said after exiting, her skin now exposed to the cool air. She held her hands out compliantly so they could put the restraints back on.

"We've found the cryogenic process works more smoothly when there's less…interference." Strucker said entering the room. One other guard followed in after him, Addy in tow. Strucker flashed his usual smile and Lucy resumed her wordless glare of disdain towards him.

Lucy heard the sound of planes overhead and grinned at Stucker. "Looks like time's up."

"Bring them." Strucker said flatly leading the way swiftly towards the cryo bay. The guards followed dutifully, dragging Lucy and Addy along with them.

Coulson circled up the team trying to get them focused. "Two teams. Skye, Ward, and Simmons on rescue and medical. Fitz and I will break in to missile defense and gather intel. May's with us for firepower."

"What about Barnes?" Skye asked, securing her gun.

Coulson turned to Bucky. "Stick with the rescue team until you've got a chance to look for Lucy. You run into any problems, they're your backup." Bucky nodded, accepting the conditions.

Bucky felt an uneasiness return as he set foot on the HYDRA base for the second time in twenty four hours. He pushed it away and let the adrenaline of finding Lucy take its place. "Remind me again why he's here?" Bucky questioned to Skye as they hurried through the narrow corridor, Ward up ahead of them.

Skye exhaled, "To be honest, I don't really know. Some brilliant idea of Coulson's I guess."

"You seem to be handling it alright for someone who wanted to strangle him the last time he was around." Bucky commented.

"Oh believe me, I still want to strangle him." Skye answered. "There's just a bit more on the list of things to worry about at the moment."

Wards and Simmons split off to find Bakshi, and Bucky and Skye continued on. "The main testing spot is up to the left, I remember seeing a few exam rooms with equipment in them. That would be my best bet as to where they're holding Lincoln and Deathlok." Bucky said, leading the way.

"I just hope we aren't too late." Skye murmured back with a sigh. "I can handle myself, go find Lucy." Skye said, motioning for Bucky to take the door to her right. Bucky didn't waste time arguing, and simply nodded his acknowledgment.

Richmond shoved Lucy through the doorway in front of him, causing her to stumble over the threshold. She glared back at him, but he only raised an eyebrow, as though to challenge her. "As you can see, there's been some updating to our system since you were last here. Things might not be quite the way you remember them." Strucker said as the group filed in.

Lucy surveyed the room and noted the truth in his words. The cryo process of her time had been crude and unsophisticated, both of which, this system was not. In the place of rudimentary metal boxes to be used as the stasis chambers were rows of state-of-the-art pristine pods, with covers all made of glass.

"You see, we found that using an amalgam of certain chemicals streamlines the entire process and yields more effective results." Strucker lifted the assortment of tubes running from the floor to one of the pods as an example. "Oh, there's still the matter of temperature of course, that much hasn't changed." He added.

Lucy felt the coolness of the concrete seeping into her bare feet and she disheartened at the thought of how much colder the cryo pod was going to be.

"The new method does provide one other advantage." Strucker continued before stopping in front of two empty pods, their covers hinged open.

Lucy's eyes continued to move across the room, pausing only a moment on the peaceful child's face she saw in each pod. How many were there? She hurriedly tried to estimate, eight? Nine? A dozen? "Yeah, and what's that?" She asked with a sigh that she hoped exuded disinterest.

Strucker just laughed at her attempts to sound indifferent. "Why we could eliminate the need for a separate process for brainwashing of course." He saw her eyes flash in realization at his words and the action made him smile. "When they go in, everything gets erased. A nice blank slate if you will. When we bring them out, everything new gets put in. Easy, quick, efficient."

Lucy felt her pulse quicken as he talked. If she got into that pod now, the person who came out was going to be someone entirely different, and she knew exactly who it would be— Little Fox.

"You have to imagine the thrill I got when I heard you had stumbled your way back onto our base." Strucker said as he motioned for the guards to prepare her and Addy. "I've been dying for a chance to try out my new toys on someone who's been around the block before, and you— well you've been around it more than anyone."

Lucy gritted her teeth as Richmond forced her into the pod and began attaching the array of tubes and wires. If it weren't for their thoroughness in being sure to cover all of their exposed skin, she'd have taken them right then. "You won't get away with this." She warned.

"Oh, but that's where you're wrong." Strucker replied, un-phased. "See, we already have." Lucy looked over to Addy and the man punching in the settings on the girl's pod.

"Don't take your victory lap just yet." Lucy muttered before kicking the glass cover of her pod, sending it sailing towards Richmond's head, landing with a hard blow.

"The hell?" Richmond spat, lifting a hand to his broken nose. Lucy didn't waste any time removing the wires and leapt from the pod, lunging for Richmond. She noted a jolt of surprise register in Strucker. Before the scientist could get a word out, Lucy was yanking at the cowl around Richmond's neck, leaving the skin exposed. Knowing exactly what she'd do if given the chance to make contact with it, Richmond instinctively raised his arms to protect his neckline. His reflexes slowed by the knock to the head, Lucy's hands moved quicker, her fingers wrapping around his throat before he had the chance to react.

The second guard was still fumbling with the controls on Addy's pod, trying to seal it quickly. The third stood dumbstruck at the doorway, seemingly unable to move. "What are you just standing there for, call for back up!" Strucker shouted vehemently as he rushed over to the computer. Hurriedly he typed in a series of commands and in an instant the overhead vents groaned with the force of being opened to full capacity with no warning. Lucy noted as she felt Richmond's energy slipping out of his body, the cloud of frigid air spewing from each of the vents overhead.

Stucker charged for the door. Lucy moved to follow him, but the guard in charge of Addy had since given up on the pod controls and was now lumbering after her. Feeling the adrenaline coursing through her veins, Lucy twisted her body, focusing her strength into a roundhouse kick that she directed accurately to the man's head. Using his body as a counterweight she threw him to the ground and drove her fist into his face before he could reciprocate.

With him knocked out, at least temporarily, Lucy diverted her attention to Strucker, only to find he and the third guard absent from the room, the large vault door sealed shut.

"Ucy, what's happening?" A voice behind her said.

The air blowing through the vents already making the room cold enough for her to see her breath, Lucy spun around quickly to see Addy sitting wide eyed in her pod. "Nothing sweetie, Lucy just had to take care of some of the bad men, okay?"

"I'm cold." Addy replied sullenly, reaching her arms out for Lucy to pick her up.

"I know, I am too." Lucy replied, taking the girl in her arms. Her first thought was to try the door, even though she knew it would be locked. Seeing that it was, Lucy hurried next to the computer, hoping against all odds that somehow she could disengage the lock down.

Setting Addy down on the chair next to her, Lucy began typing away, finding only one dead end after another. "I'm cold, 'Ucy." Addy restated through chattering teeth.

Lucy took the girl's chilled hands in her own and led her to where the second guard lay unconscious. "This should help a little bit." Lucy said as she held Addy's hand with one of her own, and placed her other on the man's neck.

Pushing away all the things vying for her attention, Lucy focused on transferring the last bit of energy from the man through herself to Addy. "Sorry." She murmured quietly, even though she knew he couldn't hear her.

She watched as the color slowly returned to the girl's face, and her face relaxed. "We need to get you wrapped up." Lucy said, rubbing the girl's arms. Turning back to the guard she fought with fumbling hands to get his jacket free before quickly pulling it around Addy's small shoulders.

Lucy's limbs ached from the cold, her hands and feet already long past numb. Her shivering only increased until she thought surely she would fall to pieces then and there. "Stay right here, okay? I'm going to see if I can get us out of here." She said, zipping the jacket tight around Addy, her legs tucked inside. The girl nodded and Lucy hurried back towards the computer.

"If you won't let us out, then we'll just have to bring them to us." She said seeing that there was going to be no way of reversing the lockdown without knowing the right codes. "All I've got to do is guess wrong enough times and it should set something off, right?" She posed the question to herself, her lungs burning from the biting, frigid air. Anxiously she typed in incorrect password after incorrect password, her hands feeling more and more like lead blocks each time.

Finally an error popped up stating she had made too many incorrect entries and that the system was going into full shutdown. Alarms screeched throughout the room and Lucy let out a sigh of relief. Now as long as someone else could hear it.

Bucky slammed his fist into the guard on his left, and let off a bullet at the one on his right. They were the seventh and eighth ones he had run into and he was losing his patience. He felt as though he had canvased half the base, and yet there had been no sign of Lucy. The fact that he kept having to pause to deal with HYDRA guards wasn't helping his aggravation.

"Where are you Lou?" He murmured to the empty room. As if replying to his query, the sound of a distant alarm bellowing out caught his ear. Bucky didn't have to think twice about it, he knew that somehow it was her. With new motivation he surged out of the room heading towards the sound.

"As suddenly as it had started, the shivering that wracked her body ceased and despite the muddled landscape of her mind, Lucy knew it was a bad sign. She didn't have much time left before she would pass out and her body would start shutting down. She looked down at her hands, so white she wondered if there could be any blood left at all. Trying to coordinate her limbs felt more like trying to use chopsticks, and she cursed whoever's brilliant idea the clothing choice was. "Do people not realize how miserable being cold is?"

Addy was starting to shiver again and Lucy had to accept that there was no way out from the inside. The only way they were getting out was if someone from the outside came in. She just hoped she and Addy could last that long. Remembering something Strucker had said earlier, Lucy snapped her head over to where the line of pods sat, each one holding a child. Hurriedly she scribbled a crude note, having to use both hands to hold the pencil.

Lucy stumbled her way over to Richmond and attempted to get his jacket off. She grimaced at the pain shooting from her extremities as she willed them to obey her commands. After nearly a minute with no luck she finally gave up and returned to Addy's side.

"It looks like we're going to have to share." She said softly through shallow breaths. Lucy helped Addy wriggle out of the jacket and she instantly curled into Lucy, throwing her small arms around the redhead's neck.

"Stay close to me, okay?" Lucy said as she laid herself on the cement floor, and pulled the jacket over the two of them. Addy curled her knees to her chest and Lucy pulled the girl as close as she could, trying to shield her from the cold with her own body. "We're going to be okay." Lucy assured, resting her chin on the girl's head. If she hadn't been so cold she would've cried. Nobody was coming, the one thing she had vowed she had failed to do. She had promised herself she would keep Addy safe and get her out, but now it was looking like her chances of doing so were gone. "We'll be okay." She repeated as she felt the wave of unconsciousness fighting to overtake her. Perhaps if she said it enough times it would come true.

Bucky picked up his already brisk pace as the alarms grew louder signaling he was getting closer. "Lucy!" He yelled as he beheld her motionless form through the frosted window of the heavy door of reinforced cement and metal. His hands immediately flew to the handle, but only to find it thoroughly locked. In a flood of adrenaline he slammed his metal fist into the door, still screaming her name. Something was wrong, she wasn't responding.

His anger grew as his attempts made only minimal dents to the door, nothing that would give him access to the room. With rage he took a few steps back and hurled himself at the door, ignoring any damage he might be doing to himself.

"Bucky, stop!" Skye shouted as she rounded the corner to see him repeatedly hurling himself at the unmoving door.

"She's in there freezing to death, I have to get her out!" He shouted back wildly.

Skye hurried closer, "Well you flinging yourself at a wall isn't doing any good. Move out of the way, I've got this."

"What are you going to do?" He asked skeptically, not understanding what she thought she was going to do if he, with all of his considerable strength, couldn't do anything.

"You'd be surprised." She murmured to herself as she outstretched her arms towards the door and cleared her mind. Bucky stepped aside and watching in bewilderment as the door and surrounding wall began to tremor, growing in intensity until the door busted entirely off, taking a good portion of the wall with it.

"Simmons, we're going to need you in here." Skye hurriedly said into her earpiece before rushing in after the anxious Bucky.

"Lou, stay with me." He breathed dropping to his knees and turning her colorless face up towards him.

Skye slid up next to him and pulled Addy out of Lucy's tight embrace. "She's still breathing, but just barely." She informed, picking Addy up into her arms. "What about Lucy?"

Bucky felt for a pulse a third time, her skin freezing cold against his own. "Nothing." He finally said, his brain still refusing to accept the fact. He shifted her limp form into his arms, hoping he could somehow will her back to him. "Don't you do this to me, not now." He commanded.

A crumpled piece of paper brushed against his hand as he slid it into hers, and he pulled it out with a puzzled look. Skye watched his expression change from one of confusion to one of dreaded realization. "What does it say?" Skye asked, anxious to leave.

Bucky looked up at the rows of cryo pods and Skye followed his gaze. "They've all had their minds wiped, and if we pull them out we'll have an army of kids, intent on fulfilling HYDRA's homicidal bidding."