As promised, here is the second chapter.

Obviously Amelia is an OC, but all other recognizable characters belong to Marvel. This story will mostly going to follow the plot line of The First Avenger, but there will be a few Winter Soldier spoilers here and there. You'll see what I mean, I promise.

April, 1937

"Come on!" Amelia yelled back to the two boys trailing behind her. "We're going to miss the movie!"

"Where's the fire, Mia?" Bucky called back. "We still have 20 minutes and the theater's only two blocks away."

"Doesn't mean we have to take forever," she said, exasperated. "Honestly, the rate you two are going, the movie will be half over by the time we get there."

"But we have Steve here to think about," Bucky grinned, clapping the other boy on the shoulder. "You don't want him to have an asthma attack, now do you?" The boy in question scowled at his friend and punched him in the ribs.

"Knock it off, Buck," Steve snapped. "I'm fine."

"But would you tell us if you weren't fine?" Bucky asked. "I'm being serious."

"You'd probably know even if I didn't tell you," the smaller boy grumbled, rolling his eyes at his friend. "Besides, I'd probably tell Amelia before I told you." Bucky feigned hurt and ruffled Steve's hair.

"I'm so insulted," he proclaimed dramatically. "And here I thought I was your best friend!"

"Well it appears you've been demoted," Amelia teased him as she linked arms with Steve. "I'm his best friend, now." Bucky attempted to link his arm with her free one, but she playfully swatted him away. Steve snickered as Bucky hung his head and shuffled along behind them.

"He looks like a dog that's been kicked one too many times," Steve stage whispered to Amelia.

"And he smells like one too," she stage whispered back. Bucky's jaw dropped, causing the other two to crack up.

"I'm hurt," he says. "I really am. I don't know why I hang out with the two of you."

"Aw, c'mon, Bucky. You know we're just kidding." Steve threw an arm over Bucky's shoulder.

"Yeah," Amelia said, elbowing him. "You know we love you."

"Yeah, yeah" he grumbled.

They made it to the box office and paid for their tickets. Steve took forever choosing what candy he wanted, so when they took their seats the lights were just dimming. The movie turned out to be dull and boring, so the three of them left halfway through it, causing the people around them to complain. They took the long way home, laughing and joking the entire time.

When they came to Steve and Amelia's street, Bucky surprised her by taking her hand and asking her to keep walking with him a bit longer. They bid Steve a good night at his house and continued down the road.

"How are you?" he asked after a few minutes.

"Bucky, I see you every day," she smiled. "You know how I am."

"Yeah, but we're always with Steve," he smiled back. "I feel like we never get to talk, just the two of us."

"Well, Mr. Barnes, what would you like to talk about?"

"How's your sister?" he asked after a beat of silence.

Amelia barked a laugh. "You say we never get to talk, and then you ask about my sister?" She laughed again. "James Buchanan Barnes, I thought you knew how to talk to women."

"I do!" he exclaimed. "I know how to talk to women. I charm their socks right off them!"

"Of course you do," she said, voice dripping with sarcasm.

"It's true!" Bucky laughed, slinging an arm around her shoulders. "Just the other day, Clara Williams was practically drooling over me, just because I have a car. You can ask Anne, she was there!"

"And I'm sure you enjoyed that," Amelia said, crossing her arms. "As if your ego needed any more stroking. How is it that you have so many girls eager to line up at your door?"

"You know, I'm not sure," he said. "There's this one girl, though. She's beautiful, I've never seen anyone like her. Funny, too, and fearless. But she seems to just be immune to my charm or something."

"Oh yeah?" she smirked, raising an eyebrow. "What happened to charming their socks off?"

"I don't know. Man, what I'd do just to take her out on a proper date…. She'd never go with me, though."

"And what makes you think that?"

"Well," Bucky exhaled and stopped walking, shoving his hands in his pockets. "She's never once expressed any interest, and even if I could ever get her to agree there's still her overprotective father to think about. He's never liked me, even when we were just kids. He hates me and I don't even know why."

"How long have you felt this way?"

"Since I was 13 and she pushed me in the mud for telling her she couldn't play with me and Steve."

Amelia turned so she was facing him and looked at him with a scowl. "Stop teasing me, Bucky."

She was cut off when he tucked a piece of hair behind her ear and cupped her cheek. "Remember when you absolutely hated me?" he asked, running his thumb across her cheek. "I thought your anger at me was funny." Her heart was fluttering in her chest and her spine was tingling as she realized how close Bucky was to her.

"Yeah, well, I only hated you because you were a fatheaded, jerky boy who thought he was better than me." She shyly turned her face away, clasping her hands behind her back with her eyes cast downward.

"I did not!"

"As kids? Yes you did, don't even try to deny it," she said, punching him gently. "That's why I always liked Steve better when we were kids."

"You're still a kid, Mia" Bucky joked.

"I am not," she protested. "I'm 18 now, remember? I'm an adult."

"Technically," he said, grinning stupidly when she smacked him upside the head.

"I am," she insisted. "I could get married if I wanted to." She started to turn away but Bucky caught her hand and pulled her back to him.

"Do you?" he asked, looking far more worried than she ever remembered seeing him. "Want to get married? Not to me or anything, I mean, just in general."

She shrugged. "I guess, maybe some day," she replied after thinking for a moment. "I can't really imagine myself married to anyone right now." Bucky slowly released her hand and they began walking back toward her house. They walked in silence now, save for the sound of their shoes scraping the pavement. Every now and then Bucky would kick a stray rock with more force than was necessary and it would go clattering down the sidewalk.

"Good night, Bucky," she said when they arrived back at her house, just two down from Steve's.

"Mia, wait," he said, looking down at his shoes.

"What is it?" she asked. "Bucky, look at me." He did, and she gave him a small smile.

"Earlier, when I said I'd give anything to take that one girl on a date and you said to stop teasing you?"

"Yeah?" she prompted, butterflies suddenly erupting in her stomach.

"Well, I meant it," he said, leaning down and pressing his forehead to hers. "I wasn't teasing. I wasn't trying to humiliate you."

"Really?" she stammered, feeling her cheeks grow warm.

"I meant every word." His words were a roar, and a growl, and whisper and a vow all at the same time, silencing her with her own heart as it caught in her throat. She had to swallow a few times before she found her voice.

"Why me?" she managed to choke out, and Bucky laughed lightly.

"Because you pushed me in the mud," he answers. "When I was being a stubborn jerk, even years after that, you never took any of my garbage. I respect you so much for that. You're different than other girls." He lifts her chin and gently presses his lips to hers. Her eyes closed as she leaned into him, and somehow the only thought that could form in her mind was how soft his lips were against hers.

"Amelia?" Her father came out onto the stoop and frowned as the two of them jumped apart.

"Hi, Daddy" she said meekly.

"It's getting late, Amelia. You should come inside. And you should be getting home, son."

"Alright." She scurried up the steps, then turned halfway around. She smiled at the boy standing there, still able to feel his lips on hers. "Good night, Bucky."

"Night Amelia." He turned to her father. "Good night, Mr. Fowler."

"James," he said with a curt nod. Her father followed Amelia inside their house.

"Honestly, Daddy," he heard her say through an open window, "you don't have to scare him every time." Bucky chuckled to himself, then began walking back home, a wide grin on his face.