The plane shuttered in the early morning wind. Clouds still covered the sun, cloaking the world against its golden rays. The view of the Italian mountainsides was breathtaking. Frost lightly dusted the sides of the cliffs in the distance. Trees reached their spindly tops toward the sun in a harsh competition against one another. The air was different up here. Clean and refreshing without a trace of smoke or gunpowder. Howard, Lucy, and Peggy had decided to remain at the near by town over night after their fondue. Hopefully, Colonel Phillips had enough time to calm down after their disappearance. The trip back to camp was made in the wee hours of the morning, hidden in the dim lighting of the waning moon.

"Are you sure you're ready for this?" Howard asked over the roaring motor.

"You can't run forever." Lucy replied grimly, flipping a piece of her hair out of her eyes, making herself more presentable.

Peggy pointed over to the figured standing at the end of the field, waiting for them to land, "No you can't."

The plane slowly taxied to a stop and the Colonel marched over to meet them. "What on god's green earth were you thinking!" he bellowed from afar, much too impatient to wait to shout at them. Coming closer he took stock of their numbers, "Where's Rogers?" he demanded looking around.

-permafrost-

"Don't worry, doll." Howard consoled Lucy as they sat in his makeshift lab tent. "He can't do anything to get rid of you. If he tried, he knows I'll just bring you back with me." Howard nodded to himself, as he tinkered with a new gun prototype. "But I don't think I have much influence about your orders, Peg. Sorry." He said with a frown, glancing over at the Agent.

Peggy smiled in response, "Thank you, Howard. Don't worry about me, either of you." She continued walking between the tables full of different inventions, "They need every person they've got."

Lucy was furiously scribbling on a few of Howard's blueprints. "I can't help but worry." Sighing she set the pen down and handed the altered plans to Howard. "What do you think?"

"Hmm." He studied the notes and wrote down a few calculations. "That just might work. It'll definitely be more accurate…" he trailed off looking at the gun and comparing it to the drawings.

The two engineers had been working nonstop since Phillips finished his half-hour long rant. They were trying to distract themselves by testing and retesting their new technology. Instead all they were doing was exhausting themselves. "That's it." Peggy snapped gaining their attention, "Off to bed the lot of you. This is the second time you've 'discovered' how to make something more accurate. Last time the bullet tried to fire out of the wrong end. And I can't even begin to fathom how that happened." She walked both of them to their respective tents, "Shoo. We all need rest. We can regroup in a couple hours." She finished before disappearing into her own shelter.

"Yes, Your Majesty." Howard and Lucy grumbled at the same time.

-permafrost-

Back at the Hydra base…

"Bucky!" Steve shouted rushing over. "Oh my god." He breathed at the sight of his friend laying, strapped to a table. "Its me, its Steve." He tried to reassure Bucky as he ripped off the restraints.

Bucky continued to mumble incoherent nonsense until his eyes focused, "Steve?" he grinned in recognition.

"Come on." Steve heaved, lifting Bucky into a standing position.

"Steve." Bucky stated in disbelief and confusion, looking at the man who resembled his friend but not how he remembered him.

Clasping a hand onto Bucky's shoulder Steve told him, relieved, "I thought you were dead."

"I thought you were smaller."

In the distance, the first of the timed explosions went off. In a matter of minutes the already frail infrastructure of the building would collapse entirely.

Steve looked around trying to figure out what to do next. On the other side of the room, he spotted a map. The large image depicted the locations of several other Hydra base camps. Committing the map to memory Steve pulled Bucky to his feet, "Come on. We need to go." The two stumbled down the steps and out of the lab. Explosions could still be heard nearby. The building was starting to shake and dust was rattling down from the ceilings.

"What happened to you?" Bucky asked, looking for an explanation.

Steve simply said, "I joined the army." On the look out for more guards Steve clarified, "Actually it was your sister."

"Cici?" Bucky's head snapped up at the mention of Lucy.

"Yeah. She was working on a super soldier serum with a Doctor. Top secret. I don't know the specifics."

"Is she alright?"

"She's great." Steve comforted him. "Helped fly me here actually."

"Wha… She can fly now? Did she use that serum on herself? Grow wings?" Bucky gasped picturing his little sister with giant wings on her back.

"Shes's a civilian pilot, Buck." Steve clarified chuckling.

Regaining the use of his legs, Bucky continued, "Did it hurt?"

"A little."

"Permanent?"

"So far." Steve shrugged.

"You're taller…" Bucky persisted, "Did it effect, everything?"

Steve rolled his eyes at his friend who was obviously not taking the escape plan, as seriously as he should, "Everything is proportionate, if that's what you're asking."

"Damn." Bucky muttered, then remembering an important fact, "Wait, Cici. She's here? Why is she in an active warzone?" he demanded. "I thought she was safe in a science lab somewhere."

Then before Bucky could continue, they reached the manufacturing floor just as bomb after bomb went off. The entire level burst into flames causing the two to stumble back, shielding their faces from the intense heat.

As they tried to find an escape a voice from across the room called out to them. "Captain America!" Greeted Schmidt, "how exciting. I am a great fan of your films." Analyzing the super soldier, Schmidt sneered sauntering forward, "So, Doctor Erskine and his little helper managed it after all. Not exactly an improvement, but, still." He shrugged, walking onto the bridge, "Impressive."

Steve met Schmidt at the center and threw a punch across his jaw. "You've got no idea."

Schmidt grinned evilly, "Haven't I?" he responded denting Steve's shield and leaving a fist mark in the metal.

Steve drew his gun but before he could fire it, Schmidt knocked him down. The weapons bounced off the bridge, falling into the inferno below. As Schmidt approached, Steve landed a two-foot kick across the other man's chest, launching him to the other side of the walkway. Before either man could get up again, Doctor Zola pulled a lever. Causing the two sides to split and pull away from each other.

"No matter what lies Erskine told you." Schmidt taunted from the other side of the room, "You see I was his greatest success." He ended, ripping off a humanoid mask. Underneath he revealed the Red Skull.

"You don't have one of those, do you?" Bucky deadpanned.

Red Skull continued tossing his face mask into the fire, "you are deluded, Captain. You pretend to be a simple soldier. But in reality you are just afraid to admit, that we have left humanity behind. Men like you, they embrace it proudly, no fear."

"Then how come you're running?" Steve yelled after him.

The elevator door shut behind the two Hydra operatives, leaving Steve and Bucky without a response. The destruction below was getting worse. They needed to get out of there now. Looking up Steve spotted a beam that ran the length of the room. "Come on, let's go." And the two hurried to climbed up the stairs.

"Let's go." Steve ordered, helping Bucky over the railing and onto the beam, "One at a time."

The metal hinges strained as Bucky stood. Half way across, the beam let out on last protesting screech causing him to leap to the other side. The metal gave way, falling into the fiery depths.

"There's got to be a rope of something." Bucky reasoned desperately.

Steve shook his head waving at his friend, "Just go! Get out of here!"

"No." Bucky protested slamming his hand onto the rail. "Not without you!"

Looking around, Steve decided there was only one course of action to take. Bending aside a part of the rail he prepared to jump.