In the Control Tower the radio squawked in the empty control room.

"Agent Carter, come in..." Steve said and Peggy ran in and grabbed the radio, frantic and relieved.

"Steve, is that you? Are you okay?" Peggy asked.

"I'm fine."

"Steve?" Bucky said.

Through the window, the invaders were rounding up the surrendered HYDRA men.

"Where's Schmidt?" Peggy asked.

"Schmidt's dead." Steve said on the radio.

"Dead?" Bucky said.

"Yeah."

"What about the plane?" Peggy asked.

"That's a little bit harder to explain."

Bucky groaned knowing Steve had done something stupid again.

On the suborbital bomber Steve stared at the New York map, radio in hand. His compass lied open on the control board.

"Give me your coordinates. I'll find a landing site-" Bucky started but was cut off.

"There isn't going to be a landing. Schmidt's locked the navigation system." Steve said and eyed the relined engine gauges in front of him. "And there's more than enough power to reach the East Coast." he said and she looked grave then waved Phillips down.

Peggy looked grave and waved Phillips down.

"I'll get Howard on the line. He'll know what to do." Peggy said.

"I'm sitting on a hundred tons of explosives. Hotwiring this thing's not an option." he said and looked out the window at the vast, blue expanse of ocean. "I've got to put her in the water." he said and she spread her fingers on the wall, her knuckles white.

"But you said you couldn't steer it."

"Steven Grant Rogers don't you dare doing what I think you're doing!" Bucky said.

Steve scanned the control panel and saw a thick cable running from the ignition to the engines.

"I'm sorry Bucky, I can't. But I think I can crash it." he said and yanked the cable out.

Blue sparks flare then all the lights die. The engines stop and the plane went quiet.

"Steve, don't do this. We've got time. We can figure this out." Bucky said. "Till the end of the line, that's what I said that day of your ma's funeral."

Steve eyed the navigation charts.

"I already did. Right now, I'm in the middle of nowhere. If I wait any longer, a lot of people are going to get hurt." Steve said. "Peggy, Bucky, this is my choice."

Peggy, Bucky and Phillips looked at each other, slowly accepting what's happening.

"We'll send out rescue ships. We'll find you." Peggy said.

"I don't think there's going to be much left to find." Steve said and leaned on the stick with all his might and the plane started a screaming dive. "Peggy?"

"I'm here." Peggy said.

Steve's compass spun wildly and he just stares at her picture.

"I'm going to need a raincheck on that dance."

"All right. A week Saturday. The Stork Club." she said holding back tears.

"Okay. "You got it."

"8:00 on the dot. If you're three minutes late I'm leaving, do you understand?"

"I still don't know how to dance."

She closed her eyes while Bucky snickered a little.

"I'll show you. I'll show you everything. Just be there."

"And I'll help you get ready." Bucky said.

Clouds whip past the windows as the plane plummets. Steve pocketed the compass and slid his mask over his face. Arctic ice rushed up at the cockpit window.

"Maybe the band could play something slow, I'd hate to step on your-" Steve started but the radio in Peggy's hand went silent.

Phillips put a hand on her shoulder and she just stared out the hanger at the blue sky beyond.

Bucky kicked a table causing it to break after getting his own serum.

"GOD DAMNIT STEVE!" he yelled and tears started going down.

In the Arctic Ocean the plane skid violently across a glacier. It careened off the edge and crashed into an icy lake. The plane floated for a moment, then started to sink. Bleed in the sound of a cheering crowd.

At Trafalgar Square people lean from balconies, holding the V for Victory sign. A paper on a newsstand read, "WAR OVER!"

Amidst the revelry, Bucky, At The Whip & Fiddle Pub amidst the revelry, Morita, Jones, Dernier, Falsworth and Dugan stood at attention. Their bags rest against the wall. They solemnly raise their glasses while Bucky just stared at his drink.

He had tried to get himself drunk but like Steve's serum he couldn't get drunk.

Underwater the plane sank slowly in the icy water.

At Stark search boat a trawler bobs on the ocean's surface, at anchor. All sorts of antennae sprout from the wheelhouse.

At Stark search boat, Wheelhouse Howard hunched over a monitor on a high-tech bridge.

His assistants eye SONAR and Radiation detectors. One featured a steady green blip.

On Howard's screen: grainy video footage of the sea bottom.

Sand and fish roll past as the camera explores the terrain.

Howard peers. He stops the camera sub, adjusts the monitor, bringing into focus...

The cracked inert cosmic cube.

He operated a pair of joysticks and two robotic claws extend. They reach out and clasp the cube and he exhaled and looked to his assistants.

"Move us to the next grid point." Howard said.

"But there's no trace of wreckage, sir. And the energy signature stops here." his assistant said and he pushed back from the monitor, spent, grim.

"Just keep looking."

At the Arctic Ocean the plane's wingtip slipped below the ice.

Underwater Steve's shadow went thorough the cockpit window. He slumped, strapped in his chair.

Later Phillips was at allied HQ, Briefing Room.

Phillips signed and official report. "CLASSIFIED-CAPTAIN AMERICA." Then he stamped it: "INACTIVE." and slid it into a red box marked "TO BE DESTROYED." He looked up as Peggy and Bucky walked in. He regarded them, stoic, suppressing his emotion.

"No one said we have to forget the man, Agent." Phillips said and Peggy nodded while Bucky looked at the paper.

Then Peggy picked up the box and put it with others on a table near the door. For a moment, she just stood there, overwhelmed.

Then she opened the box, taking out a photo of pre-birth Steve. She smiled then tucked it in her breast pocket, closed the box and left while Bucky stood there thinking.

"I'm sorry Steve." he said and Phillips put his hand on his shoulder.

"He wouldn't be mad at you." Phillips said and Bucky nodded.

Underwater the plane was just a shadow.

On a New York street, two boys played. One fires a toy gun. The other blocks imaginary bullets with a garbage can lid.

A week later Bucky was in his apartment and thinking when there was a knock on the door.

He got up and opened the door.

"Peggy?" Bucky said.

"Sergeant Barnes." Peggy said.

"What are you doing here?"

"To offer you a job at SSR."

He stood there and thought for a few minutes.

He knew he needed a job so sighed and nodded.

"Fine. I need a job anyway." he said and she nodded.

"Alright. Come to HQ tomorrow and we'll get you all set." she said and he nodded.

Then she left and he shut the door.

"What did I just get myself into?" he said and went to have dinner.

Over the years while people got older Bucky still looked his age during the war.

SSR had been renamed to SHIELD and Bucky had gotten a name. The Winter Soldier.

He had lost his left arm on a mission his second year working there and Howard had made him a metal arm.

Howard had gotten married and Bucky had been his best man.

It was 1971 and Howard had had a son named Tony and asked Bucky to be his godfather and Bucky gladly accepted along with Peggy as godmother.

The problem is, Bucky was still looking like a 27 year old and Peggy and Howard were worried.

He was with them right now.

"I know why I still look in my 20's and not 60's." Bucky admitted and they looked at him.

"Why?" Howard asked.

"When I was captured by HYDRA in 41 I was given my own serum." Bucky said and they looked at him in shock. "But it's a little different than Steve's." he said shaking his head. "I got everything he got but according to Zola I'm immortal. Which is why I look so young."

They looked at him in shock and pity.

"We're sorry Bucky." Peggy said and he shook his head.

"There's nothing you can do. I don't know what I'll do when everybody dies but I'll figure something out." he said and looked at Howard. "When Tony loses you, I promise to look after him." he said and Howard smiled and nodded.

"Thank you." Howard said and Bucky nodded.

"I looked after Steve for years I can look after Tony."

Later Bucky was at home doing some paperwork.

Then he stopped and sighed.

"I don't know what to do when I lose them all." he said. "We'll, at least I'll have Tony to look after."

Bucky would come visit and babysit Tony for Howard often.

His Commando friends had all made their own family and he would do the same for them all.

Over the years they had slowly all retire and die.

Peggy had left SHIELD ten years after Howard had Tony.

When Bucky was 80 he retired and a year later Howard and Maria had been in a car accident and Bucky had been there for Tony along with Rhodey.

Nick Fury was now the Director of SHIELD and would ask Bucky for some advice now and then but after a while he didn't need help anymore.

Peggy was in a nursing home now and Bucky would come visit her every weekend.

Her memory had been bad lately but Bucky would remind her every time.

He would look after his Commando's family for them over the years to.

It was hard every time he lost a friend but knew he would lose them all one day.