The Winter Soldier watched the new recruit walk into the training room with a calculating look in his stormy blue eyes. He noticed a few things during his observation. One, she had been born a woman. That was her first mistake. And two, she was trying her hardest to remain unnoticed. Unfortunately for her, a feat like that was impossible with being the only female in a room full of males. A lone fly volunteering its time in a spider's web. She walked behind Alexander Pierce himself, with her chin held high, yet her expression blank. As the other recruits in the room spotted Pierce, they immediately ceased all action, snapping to attention, while the Soldier remained relaxed, observing from the shadows.

She stood, fidgeting and squirming under the gazes and leers of the other men in the room. The Soldier understood why she was uncomfortable. The men's loyalty to HYDRA and Pierce didn't do much to tame their savage and unpredictable natures, it only further exemplified and exposed them. They didn't have the decency to hide their twisted interests in her. Some of them hadn't had contact with a female in years.

He could feel the distress rolling off of her in waves.

However, he didn't notice any other signs of pre-existing abuse. Her clothes were clean, and while she looked exhausted, he didn't sense that she had been through any torture or traumatizing ordeals.

Either her spirit had been crushed, or she was feigning cooperation to save her own neck.

He hoped for the latter.

Alexander Pierce began speaking, droning on and on about HYDRA's success. Long ago, Pierce had drilled into everyone's head that they were on the winning side, that victory was right around the corner.

The Soldier wanted to believe that it was bullshit, but after witnessing firsthand the atrocities HYDRA carried out without remorse, he knew it was true.

HYDRA had the tesseract. HYDRA had the power. HYDRA knew the cards that the Universe had so cruelly dealt, and HYDRA had the winning hand.

The Soldier's eyes remained fixed on her as Pierce spoke, watching her shift her weight from side to side as he blabbed endlessly about the importance of training new recruits, unity as a whole, and other monotonous bullshit.

The Soldier thought that he should be fully focused on the words spewing out of Pierce's mouth or else he would leave the training room with as little information as he had entered it with.

If he didn't want the world to end in flames and chaos, he needed to start paying attention when Pierce spoke.

How was he supposed to send HYDRA back to the pits of hell where it came from if he didn't know what they were planning?

Headfuck.

He didn't remember when he started despising HYDRA. Maybe it was after the third time they had subjected his brain to electric shocks in order to wipe his memory and turn him into a ruthless killing machine. Or the fifth time, or the twelfth time. HYDRA was convinced that he was just a tool. A lethal puppet of sorts, incapable of independent thought.

They were dead wrong.

He'd taken his punishments. Learned to project a facade of loyalty and devotion. He'd stopped fighting back, but by no means was his spirit broken. It had taken a long time, but he'd learned to shut up, to not ask questions, to do as he had been told without hesitation.

The electric shocks had stopped. He'd been given some freedom, some leeway. The Soldier still didn't know his name, who he was, nor where he'd come from, but he knew that he was better off than he had been when HYDRA first found him.

Instead of fighting back, he'd started planning.

It was either the tesseract or HYDRA. One of the two had to be destroyed beyond repair.

He picked HYDRA. Large groups of people were easier to destroy than alien technology, he thought.

He was rudely jerked from his thoughts by Pierce directly addressing him.

"Soldier."

The Soldier snapped to attention like the rest of the men in the training room, looking Pierce in the eye as he did so.

"Yes, sir." He said evenly.

"I am placing the responsibility of Subject 19's training in your hands. Teach her to fight as you fight, to kill as you kill.I want her working with you every single day, you understand? Do not go easy on her."

The Soldier looked at the woman again, sizing her up. She was an extremely menacing height of about five feet and three inches, reasonably toned, yet still rather petite, probably didn't tip the scale at 115 pounds when soaking wet. If he were to evaluate her on appearances alone, she was probably still in her mid to late twenties, but he considered himself to be a poor judge of that, due to the fact that he couldn't remember the last time he himself had aged.

And she looked terrified of him.

Maybe it was the metal arm.

He groaned inwardly, yet kept his countenance composed.

"Yes, sir."

Pierce devoted his attention to everyone in the room as he continued speaking.

"With this new success in HYDRA's clinical serum trials, the future is looking increasingly bright! We will be unconquerable! Stand in unity with me, brothers! Hail HYDRA!"

Everyone in the room responded to Pierce with equal verve except for two people.

This woman was either going to be a complete and utter wild card, or his own personal trump card.


She never had visitors, so one could imagine the surprise when her cell door-wall slid open that very next morning and she saw the same dark haired man with the metal arm from last night's meeting standing in the doorway, dressed simply in black pants, combat boots, and a tank top similar to her own.

Oh, right. Her new trainer.

Peachy.

She sat up in bed, thanking whatever metaphysical deities that were listening that the restraining bar had long since been removed. She'd barely had a chance to look at him again before he spoke.

"Come on."

His voice was a low rumble, fitting his appearance perfectly.

She stood, and began to follow him out of her cell and down the hallway. HYDRA rarely let her out to wander, so the only route she knew within the entire facility was the one that would lead her to the science labs. This was not the route she was currently taking. He was quite a bit taller than her and walked quickly, causing her to almost have to trot to keep up with him, leaving no time for her to take in the new surroundings.

He led her down a maze of identical hallways, stopping when he reached a metal door with the words, "Training Room 1," stamped on it in large black letters. He stopped suddenly and if not for her new scientifically enhanced reflexes, would probably have caused her to collide with his back. She was thankful she didn't. She pictured running into him being something similar to colliding with a brick wall.

When he opened the door, she was shocked. The room was large enough to be equipped with a standard running track surrounding the perimeter, with a boxing ring, several weight-lifting machines, a row of punching bags hanging from the ceiling, and multiple other contraptions that she assumed were for improving one's gymnastics and agility skills concentrated in the center of it.

And it was empty.

He spoke to her again as they walked into the room together.

"Figured you wouldn't wanna train with the other jackasses watching."

She said something extremely intelligent like, "Uh-huh," as she looked around the room, mouth slightly agape, noticing the things that she had missed during her initial observation, like the racks of deadly weapons lining the walls.

He noticed and scoffed, gripping her upper arm firmly and pulling her towards the center of the room with him, stopping when he reached the row of punching bags.

"Target practice is for later. We're focusing on hand-to-hand combat today."

He let go of her arm and looked her up and down. His dark blue eyes were unsettling, and she felt slightly self conscious as his gaze lingered on her face for slightly longer than any other part of her body before looking away again.

"You're pretty small. If you get jumped, you're dead."

"They said I was fast," she muttered, brushing her long, wavy dark hair out of her face.

"How fast?" he asked, raising an eyebrow.

"Dunno," she said, uncertainty written on her face, "I think they said that my average mile time is three minutes."

"Go ahead and take a lap for me."

He didn't believe her. It almost seemed too good to be true. She obliged, and before he knew it, she was back, standing in front of him. No sweat, no panting. It had to have taken less than a minute.

"What's your name?" he asked, borderline itching with excitement.

"Nineteen." she said, mouth twisting bitterly. "Like, Subject 19."

"So, you're not a recruit." Trump card.

"Nope." she was fidgety and brief with her responses and apparently unable to keep physically still.

The Soldier couldn't believe his luck. Nineteen obviously wasn't here out of her own free will, and with that came the option to recruit her for his own cause. He wouldn't be surprised if she hadn't already begun to hate HYDRA on her own accord. Under his training, that hatred would grow. Before, it had been a question of if he would be able to carry out his plan or not. Now, the question was simply a matter of when.

"What you don't have in strength, you can make up for with speed." he was pacing around her now, "I'm gonna throw a couple punches at you. Dodge them, block them, do whatever you need to. But don't run away, or you're lifting weights for the next five hours. Your goal is to hit me at some point, get it?"

"Yes, sir." she said lamely.

He watched her for a few more moments before going in with a right hook. She darted out of the way just in time before he threw another punch at her, followed by an uppercut. She dodged them again. Barely. He threw another combination of hits at her, one of them slightly clipping her chin. She cursed out of pain, and he used that distraction to send another series of punches her way. She blocked one this time, barely. They carried on like that for a while, with him throwing punches her way and her dodging most of them.

"Try to hit me." he growled, sending a left hook towards her face. She yelped and ducked under his fist, simultaneously aiming a punch towards his groin. It never landed. He caught her fist in his metal one, and looked down at her, staring daggers.

"Don't you dare start going for cheap shots."

"You told me to hit you!" she said, panting and slightly flushed, her hazel eyes widening in horror as she realized exactly which area she had been going for.

"Yeah, not there!" he looked affronted, as if he couldn't believe she had the nerve.

"I panicked, okay? I'm sorry!"

He let go of her fist and she realized he was laughing. Nothing drastic, just a low chuckle.

"Don't laugh at me!" she cried, blushing furiously. "I-I didn't mean to, I've never really fought anyone before, oh God, please don't kill me!"

"You're the first person I've trained in years, and you go straight in for the dick-punch." He let out a sound between a laugh and a snort. "Typical."

"What? You've never been hit…" she didn't finish her sentence.

"No, actually, believe it or not. Most of the men I fight don't tend to go for that area. I guess it's a mutual respect thing."

She was frantically brushing wisps of her hair out of her face again, "Well, I won't do it again, I swear."

"Relax. Do it to anyone you're in a real fight with. Just not me, preferably," he said before openly staring at the woman fighting a losing battle with her hair in front of him. "Don't you have something to tie that up with?"

Nineteen looked at him from behind her coffee-colored hair that swirled around her face like a maelstrom.

"No."

The Soldier rolled his eyes. "Un-fucking-believable... this place… I swear," he muttered to himself as he freed his own hair from the knot on the back of his head, tossing the rubber band down to the young woman who took it gratefully, piling her hair on top of her head in a messy bun.

"Thanks."

"Don't mention it. Let's go again. No cheap shots this time."


a/n: I'm on an updating roll. Please please please please drop a review if you like it so far.