"So you can hear me. Good, great. Let's do this," Sam let out a whoop when Bucky's metal hand shot up from the throng of soldiers to blindly connect with the shield. "Ok, it makes sense, I jammed that comm earpiece in there pretty good." He would deny feeling threatened by Barnes' angry growl with the matching whine from his arm when he had shoved said earpiece in place. Superglue was under consideration but Sam scrapped the idea when he pictured the ordeal of getting it out, not to mention Steve's list of rules regarding Barnes. It wasn't technically written 'no superglue' but it was definitely implied.

Sam continued his overhead circling fire, cutting through the men he could take out without the risk of hitting Barnes. He could see the firefight had spread towards the road as Fury's men advanced. He kept up a steady chatter, "I don't care what you think if I get a shot at that old Widow I'm taking it." He hoped his incessant talk might distract Barnes from Sokolov's words as they rang out across the fight but with every word she said, Sam could see Barnes falter.

He swung down again raking bullets across the line of soldiers. The return fire tore through one of the wings sending him into a dizzy spiral before he could right himself. He dove in, setting his sights on Sokolov but the return fire ripped into the wings again and sent a sharp pain through his thigh. The ensuing trail of blood and lopsided flight pattern forced him to retreat to the hilltop.

Alex wrapped a bandage around his leg, "He's losing isn't he?" She asked quietly.

"No. No, he's not. We're not losing. This is a tough fight that's all." Sam wasn't going to feed into her fears or his own but he was struggling with a growing sense of helplessness that echoed his loss of his flight partner Riley years earlier. He watched him fall from the sky and couldn't do a damn thing about it. Now he was watching Barnes be overtaken by an old woman and trigger words.

"What are we going to do?" Wide eyes stared up at him.

He sighed and pushed down the feeling of hopelessness that always showed up when he thought about the day Riley died. "Damn words. They're just damn words." He whispered as he watched Barnes rake the shield through the crowd and struggle to stay on his feet. "What are we going to do? We're going to talk. He can hear me. So let's talk to him." He clicked on the audio for the comm link and spoke quietly in Barnes' ear. "Come on, man, think about something else, think about Steve. I can't believe I'm going to say this." He covered the comm mouthpiece to groan then resumed, "Sex, think about sex with Steve. Or food, how about pizza, anything, block her out. Fight her, Barnes, you can do this."

Natasha cursed Sharon's name, her kin, her future children and her country of birth. "Very funny, Carter, this pocket knife is a damn toy." She sawed with discretion as she laid on the floor of the cell while two goons stood guard outside. "I hate zip-ties." She kept at it since Sharon's parting words to the men reminded her that time was running out. "Check her out, fellas," Natasha mocked her clipped voice. "As if I couldn't get out of here on my own."

One guard's voice interrupted her internal rant, "So she's a Widow too."

She glanced over her shoulder long enough to assess her immediate captors. One tall and skinny, the other less tall and more round, both with their backs to the closed cell door and oblivious to her escape efforts. She was unimpressed and returned to her pocket knife.

"I don't see the big deal about them." The taller man commiserated.

The squat one added, "I don't get it."

His partner shrugged, "Maybe we need to take what's given to us."

"Meaning what?"

The tall guard continued, "You know what I mean, she's tied up in a cell, the old lady is insane. Let's face it, you hear that gunfire? Shit's hitting the fan here. No one's gonna give us a bonus for a job well done."

"So she's our bonus?"

"Yeah, we get our extra something, we kill her cuz that's what blondie said to do, and we move on to the next assignment."

The squat guy was nervous, "I dunno, there's that Widow thing. And the old woman's intense. Have you seen that stun prod she carries on her hip? Damn."

His counterpart laughed, "What? Are you afraid of an old woman and a girl? Come on, there's two of us. She's tied up. How much trouble can she be?"

Natasha appreciated the timing of his last statement when she yanked his head back against the bars to knock what little sense he had out of his head. She used his body as leverage when she swung up to drive her heel into the other guard's open jaw. His look of shock morphed into a blank stare as he dropped to the floor with blood spurting from his mouth.

"It figures you'd have the keys, Mr.-How-Much-Trouble-Can-She-Be." She stretched through the bars to drag the tall one towards her as the sound of gunfire echoed through the missile bay. She armed herself and trotted towards the fifteen story climb to join the fight.

When Bucky went into cryostasis he didn't want to come out until they could remove the trigger words.

Given current circumstances, he began to nurture a good deal of regret at not demanding to go back under when Steve didn't have a solution those long months ago when he pulled him from the cold sleep.

"Let's face it, your buddy, Steve got antsy and pulled you from cryo too soon, he was pathetically lonely and needed to get in your pants so he pulled you out and dragged you to that god-forsaken old house and never found anyone to zap your brain into submission and now here we are. At Mother's mercy again, she's reciting the damn words and you're losing your mind, soon to lose your freedom and he'll lose his life. All because he had an itch that his hand couldn't scratch."

Bucky was at a loss for words in response to the Voice's manic driven tirade which he could not disagree with generally but was loathe to encourage since most rants by the Voice were categorically non-helpful. He moved on.

Hydra soldiers swarmed around him, Mother's trigger words began to erase his memory as well as his will to fight and the arm's sensors screamed that he was holding something in his hand over his head that he wasn't quite sure if it was the shield or not. He had a distinct memory of the ringing sound it made as it zipped through the air, his hand registered the firm contact, but his mind skipped ahead a few steps to this very moment when the next word rang across the fight.

Benign. An exquisite pain shot up from the back of his head into his temples shaking his resolve and focus. His vision filled with the image of dark-clad bodies morphing from men to an undulating mass as the soldiers pressed in around him.

Bucky choked down the terror of being overtaken as gloved hands pounded on his chest. His flesh arm ached from being pinned behind him. Panic began to fill his mind when an arm snaked around his neck, slowly cutting off his air. He drove his body forward, his knee connecting hard with a groin, he could hear his own voice groan as he fought to gain an inch at a time towards his goal.

A muffled sound deep in his ear, "Keep moving, you're close," prompted him to glance up and mutter "Birdman" but his mind was dragged back down by Mother's continued push. "Give up, Soldat. You know I don't want to hurt you. Why do you insist that I hurt you like this?" A quick break in the wall of soldiers let him catch a glimpse of her diminutive body only a few feet away, pacing the blast door threshold, pointing at him, demanding they take him down. He shook off the dread she pulled from him to drop his elbow onto the skull of a man tucked tight to his side. The thought of how she could control him forced his arm back to rake the shield through the soldiers behind him. He swung it forward with a groan as he drove it into the wall of surrounding bodies.

A flash-back to uninvited hands, holding him down, dragging him, touching him, threatened to overwhelm what little logical thought he had left. The memory splintered his thoughts further before the old Widow drove home her ability to break him when she continued her attack.

Homecoming. He gasped a tight breath as the pain dragged a scream from his chest. The press of soldiers nearly knocked him off his feet, forcing him to scramble to rebalance.

A wave of all-too-familiar nausea rode up from his belly and burned in his throat when he swallowed hard to keep it at bay.

"Don't puke now, Soldat. Not in front of Mother, you'll only prove her right about what a loser you are."

One. Panic sent a tight pain to flush across his chest as the blackness started to rise in his mind overtaking his rational thoughts. He whispered to himself, "No, no, cant fall, have to get to Steve."

"Give up Soldat, just fall, just let her take you. The more you fight the angrier they get, the more you pay in the end. They always win. You don't remember so I'll remind you what happened before. They came late at night to your cell for payback, it wasn't enough to take your food and clothes, who cares that they beat you, they took everything, they took your-soul, what was left of it."

The Voice's prattling fell away into a stream of jibberish when he willed it to stop its unwanted commentary. A surge of anger caught in his throat. His own thoughts surfaced briefly one last time. "Steve? I'm supposed to find you."

His vision faded to black, he couldn't tell if he closed his eyes or if the conditioning finally won out. He heard Mother's voice close to his ear, he thought he could feel her breath. It sent a shudder of fear through him that settled into a strange sense of calmness when she whispered the final word of his undoing.

Freight car. The rush of panic took his breath as she spoke the promise to take away all that he had gained since his escape from Hydra. He desperately wrapped his mind around an image of Steve as a skinny blond-headed kid laughing at his jokes and running the beach at Coney Island. He pulled the thought of that kid tight into his memory and whispered "Stevie," as his mind slipped away into the depths of darkness.

His fight was over just inches from the entrance to the facility. His feet came to rest on the threshold of the blast doors. Bucky's exhausted panting gradually wound down to settle into long deep breaths free of the panic of forgetting his life. The annoying voice deep in his ear became a dull sluggish rumble as his mind fell into the deep emptiness without his thoughts or emotions. Only the desire to comply was left behind as his will slipped away. His body disconnected from the anxiety and pain that filled his days and nights. But his hand clung to the shield and the image of a childhood friend even as he worked to recall his name.

A whispered voice in his head reminded him. "Steve. You've gotta go get Steve." He held on.

Mother pushed aside the few remaining soldiers that surrounded him. He slow blinked her face into focus as she approached, she didn't stop until her body brushed against his thigh. He didn't pull away from her touch when she reached for his face. A contented smile crossed her lips when he allowed her hand on his stomach. He didn't recoil when her fingers burrowed between the Kevlar vest and his pants, her eyes glinted with his lack of protest as her fingers dug across his bare skin to settle hooked into his waistband. She steadied herself on her toes to brush a hand across the sweat on his temple, caress his cheek with her thumb and push the wet hair from his face. "There, there, you are home now."

Bucky's eyes locked on hers. He stood with his face impassive, a coldness in his eyes, he bent towards her touch. He had no will left to try and control the tremor that shook his head and coursed through his body. She laid her hand on his neck and let his ragged pulse throb against her fingertips, "Poor child, so much pain." She held his gaze for a long moment before she moved her focus to his metal hand and the shield.

"I'll take that, my child. It's a burden, I know."

His eyes dragged along her arm to settle on her grasp of the shield's edge so close that her flesh touched his metal.

"Let it go, now. I'll keep it safe for you." She whispered.

His fingers wouldn't unlock even as she tugged, "Child, let it go."

A faint disconnected image of a friend handing him the shield teased his memory.

She tugged again more forcefully. "Let it go, Soldier, now, let it go."

He kept his eyes on their hands close together on the edge of the metal. A high-pitched voice in his ear added, "Steve gave that to you, it's a gift, you don't give away gifts."

Soldat, it's over. No more rebellion. You're home with Mother now. Let it go.

Bucky's gaze shifted from their hands to her face and held there.

Natasha slowed her run up the stairs when she got to the main entrance and took in the precarious scene unfolding. She moved with caution behind Sokolov as she spoke, "Barnes, it's over. It's me, Romanova. She lost. You don't need to listen to her anymore." She crossed towards Bucky's right, carefully cutting the distance.

The old Widow countered but never moved her gaze from Bucky. "Don't listen to her, Pasha, she's a Widow, you know how they are. Not to be trusted. Give me the shield and come in here."

Natasha crept closer, "Steve wouldn't want you to do that, Barnes. It's yours now. We need to go find him. He needs you." She held her pistol close and ready. She hoped he'd listen, if not, if he was gone, she was ready to do what was needed to stop him. To stop Sokolov and save Steve. She reached out, her hand nearly touching his, she whispered, "It's over, let's go find Steve."

Sam could see Natasha in the doorway slowly approaching them. He rolled forward with the chatter in Bucky's ear, "Steve's in that building straight ahead, you need to slap that old Widow out of the way, take that damn shield and go find him. Use the tracker the unicorn – sorry, Alex, gave you, find him, drag his ass out of there. First, stick your tongue down his throat - then drag him out of there, and go have the damn happy ending you two idiots deserve. Barnes! Wake the fuck up!"

Bucky tilted his head towards Natasha, he fought to tear his eyes from Mother's holding gaze long enough to connect with Romanova's pleading look. The old Widow's sharp hand across his cheek didn't make him flinch but brought his eyes back to her. "You will obey me, I am Mother and you are an unruly child that needs discipline." He drew in a slow and ragged breath. The fight to overcome her control shook his body. He blinked once, then again as his conscious mind scrambled its way up through the darkness to choke out the words, "No, no more." The hum of her stun prod wasn't a surprise when he stood his ground. Metal fingers slid to cover her hand on the shield as she brought her discipline tool to the exposed skin of his throat.

The distraction was enough to encourage Natasha to lunge towards Sokolov's arm but her efforts were met by the electric kick of the prod hitting her square in the chest. Bucky shuddered as it sparked and fired but stayed rooted in place, connected to Mother through the shield, his mind fighting to break free from her control. The sound of Natasha's moans as she landed hard against the blast door fell far in the background of his hearing. Only the threatening hum of impending pain filled his ears when Mother returned the prod an inch from his pulse.

"I am done obeying you." His rasped whisper was distant in his own ears as he leaned closer to her face, the struggle to disobey shook through his body.

"Then we will start over, Soldat. We will control you, I will control you." Her smile dropped into a thin angry line.

"Go get Steve. You need to get Steve." He struggled to recall, "Who the hell is Steve?" The name brought a warm, nearly intimate feeling to his belly. His mind followed the voice saying "Go get Steve." It wasn't an actual thought, it was a voice droning on in a mumbled slow-motion tone about someone named Steve, pizza, sex and unicorns. Bucky tried to make sense of it. The part of his mind that knew only obedience to the mission wanted to push it aside as useless information but the warm sensation started to grow. It was more inviting than the long dark emptiness that swarmed around him. "Think about Steve," whispered again, followed by an image of a blond-headed boy that kept popping up on the sideline of his brain. "Stevie?" The sound of that name, the image of the boy made him feel safe, and that was something he was willing to chase after even if only in his mind.

He glanced towards the shield, his metal fingers were firmly planted over her hand, both clinging stubbornly to the object. Her face slipped into a softer look when he tightened his grip, as if his willing touch pleased her. He cocked his head to take in the distance between his neck and the stun prod, then settled his gaze locked on her cold eyes. Time ticked by slowly for that moment. Even without his conscious memories, his muscle memory recalled what would come next. The jolt of fire racing through his body, the whited-out vision, the distant scream, it was all hanging there waiting for her hand to move. He was ready. She smiled when she drove the stun prod deep into the soft tissue of his throat. His flesh hand caught her too late to stop the blow but he hadn't planned on stopping the punishment. His metal fingers clamped tighter over her hand, the delicate bones collapsing under the growing pressure. Her scream joined his as the searing energy of the stun tore through both of their bodies, he held the prod close against his own skin as his full weight collapsed down to engulf Mother.

Sharon sat in the control room situated just past the inner blast doors that protected the old living and work areas from the actual launch silo. Her feet were propped on the counter, she popped stale peanuts in her mouth as she watched the big showdown taking place in the open area beyond the outer blast doors. "What a pair. God, look at her fawn over him." She demonstrated her contempt with a fake shudder and continued her review. "How can you not see he hates you. You have to use mind-control to get him to even stand still, never mind actually allow you to touch him." She dabbed blood from her self-inflicted superficial arm wound onto her face. "And you, Barnes, what a moron, you've got that damn shield in your hands, holding it like a limp dick. You are a limp dick I don't care what Rogers thinks." She threw a peanut at the screen and ripped her shirt.

"I am not going to jail over the bunch of you, should've taken care of business myself a long time ago." She pushed up from the chair when Bucky and the old Widow dropped to the ground together. "OMG the fucking drama of it all. Rogers deserves you, I bet he has to wipe your face and your ass. Pathetic." She gestured her disgust by sticking a finger down her throat.

She dabbed more blood on her face, messed up her hair, tore her pants and turned to Alexi Shostokov. "So I get the money and that old hag. You get the Soldier and his boyfriend, agreed?"

Shostokov raised an eyebrow and nodded. "Agreed. Agent Sokolov extracted the information from the Soldier when she held him a few months ago. All you need to do is get her to talk."

"Great, fine. Then I'm out of here. You should probably get back to Captain America before the Cap-wanna-be wakes up." She waved him towards the hallway leading deeper into the complex. "Go on, he'll see you. I'll send him your way, no worries. Although I'd love to stick around to see you wipe the floor with him, I'll be going once you get out of the way."

Shostokov smiled at her and slowly made his way from the control room. He turned to glance back at the main entrance, as Bucky began to stir from the shock. An open smile crossed his face when he looked back at Sharon as she slammed her hand on the switch that closed the outer blast doors. She joined him to watch Sam drag Natasha away from the crush of the doors and waved her fingers with a smile when he had to stop short or get crushed, leaving Bucky struggling to his knees just inside the entrance.

"He's all yours now," Sharon called back as she staggered forward to solidify her final move.

The red-faced man strode down the dark and damp corridors deeper and deeper. His final destination, to lie in wait for Bucky as he searched to find Steve.