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James could see the men returning from the patrol in a hurry and assumed that the distraction had been discovered. He looked back at the tower and knew that he needed to buy Rogers some time to get Barnes out. James cracked his neck and sighed, he had abilities and not just tracking abilities, he could pop bone claws from between his knuckles which were highly useful for keeping bad people from doing bad things. The soldiers ran into the hall and started shouting him, he never learned German, "Sorry bub but you can't go this way" he said popping his claws. They fired their weapons which peppered his body, his body could also heal itself which allowed the bullet holes to quickly fill in with new skin. The Hydra troops looked at each other in shock, "This is going to hurt boys" he said before charging in after them.

Steve and Bucky arrived down the stairs and spotted James taking out the Hydra guards "Howlett" shouted Bucky as the two of them approached him. James turned and made his claws go back into his hands. "Nice claws" commented Bucky who was handling a super version of Steve and Howlett having claws.

"Long story, so what's the plan?" asked James handing a gun to Bucky.

"We are going to get our hands on some vehicles and we are going to ride out of here, we need you to go back up the others until we can do that" explained Steve as James nodded and headed towards the prisoners.

Steve pulled the radio out of his ear and look at it, "Stark gives me this thing and after half an hour later it breaks" he said to himself while he followed Bucky to the warehouse.

Dernier kicked into the radio room, and started punching various things into the consoles that lined the rooms. Gabe closed the door behind them and watched outside as the Hydra troops ran by heading towards the prisoners. "We have to hurry Dugan and Creed are about to be overrun" explained Gabe.

"I only need one minute, then we can start heading back" explained Dernier bringing the microphone to his mouth. He started saying things in French and French came spewing back to them through the radio. He put everything down, "They are sending ground troops and they are sending all the bombers they have to help cover the escape, as long as Falsworth and Morita get us some fire power to buy us time until the bombers can get here."

Dugan was working to unlock the cages that the prisoners were being kept in while Victor was covering him. He looked up into the eyes of the prisoners and could see both joy and fear, "Its okay, we are getting you all out of here" he said hoping to calm them. He could see that they were looking behind him, which piqued his interest and he turned his gaze.

The first thing he saw was Victor's gun on the ground, he then found Victor standing in the middle of the kill zone hitting the various Hydra soldiers with his hands, he was being littered with bullets. Dugan was in shock as Victor shook off the bullets with little to no effort, he didn't see the energy guns that they had taken out of the armory. He turned and saw that more men were coming from the castle, "Victor get out of there" Dugan shouted taking cover behind some barrels.

Victor looked over and realized that his best option was to get with Dugan, who was firing his energy rifle into the crowd of Hydra troops. Victor dove behind a wood pile and reached out to grab the rifle he had dropped. Victor had similar abilities to his brother James but they were not as advanced as his brothers. His finger nails could elongate to act as claws and also a healing factor. The two of them were in trouble as more Hydra troops began to come out of the castle. "We can't get the prisoners out with so many Hydra guys out here" said Dugan firing some energy bolts into the Hydra line taking a few of them out.

Suddenly Gabe and Dernier opened fire from a doorway behind a part of the Hydra line, "Are you guys ok?" cried out Gabe taking a few shots at another part of the house.

Victor looked over, "Get over here I'll get the prisoners out of their cages" he shouted as Gabe ran across the gap to join up with Dugan as Dernier stayed put to provide some support from the other side. Victor got up and started using his claws to open up the fence and started heading to make sure all the prisoners were out of the buildings. "There are too many of them" cried Gabe blindly firing into Hydra forces.

"It feels like these guns are pumping out less power" commented Dugan noticing that the kickback on the gun was slowly lessening. The Hydra forces began to move closer as their numbers grew. They got halfway to their positions when a large glass window from the castle was broken by the bodies of some Hydra troops, James came leaping through the void where the window had been and landed in front of the approaching Hydra forces.

"Victor get over here now" James ordered as Victor came to his side after releasing the prisoners. The two of them lunged at the Hydra troops to hold them off until they could get some kind of way out.

"Where the hell are Falsworth and Morita?" cried out Dugan desperately firing his weapon helping James and Victor.

Moments after the words were spoken a Hydra tank blasted threw a gate that was behind them. The tank fired a few shots forcing the Hydra troops to take cover behind various objects with some running back into the castle. James and Victor dropped back to hide behind the tank and were soon joined by the others. "Get back into the buildings until transport can get here" ordered James making sure all the men got back into the buildings and the tank moved into a position to prevent any fire from hitting the buildings where the prisoners were awaiting for an escape. "Rogers and Barnes are getting us something to move all of these men with" informed James seeing that Hydra had fallen back, most likely planning a counter attack.

Red Skull was scowling and that made Zola uncomfortable, "We must leave good doctor, our work is more important than this place is." Zola stood up and watched as the Red Skull began to walk out of the room with purpose. Zola grabbed what notes he had with him and followed close behind. He watched as soldiers scurried around them looking for an escape or a sense of what was happening exactly. The air raid sirens began to sound as Red Skull rounded the corner into the war room, Skull opened up the safe where they had been keeping the Tesseract and pulled it out, moving it to a carrying case. He then moved to a small console and he pushed a button, Zola recognized the button as being the control for the explosives lined throughout the building in order to prevent any technology that they had worked on from being found by anyone.

Skull turned to look at Zola, "To the airfield, we can use one of our small planes to escape to the main base and finish what we have begun" he ordered leading Zola out of the room.

Steve and Bucky had arrived at the warehouse thanks to a connecting walkway from the main castle, they opened up the door and moved inside the warehouse spotting trucks, planes, and various other vehicles. They were running at catwalks watching as men scrambled beneath them searching for escape. Steve looked across the way and could see that the catwalks were connected like a grid across the whole building and on the opposite walkway he could see two more men moving with a more tactical purpose than the simple frightened soldier. "Who are they?" he asked Bucky who was looking down to the floor trying to see a vehicle they could use.

Bucky looked over and saw the men and stopped in his tracks, "Its Zola and the Skull" he said prompting Steve to stop and turn towards them.

Red Skull happened to look over and spot the two men staring at him, he could see that they were not wearing Hydra uniforms and one of them looked like he was dressed in an American flag. Zola ran into him after he stopped to stare at the two men across the way from them.

Zola looked over, "That's Barnes, I don't know who is red, white, and blue friend is" explained Zola taking the case holding the Tesseract as Skull moved across the connecting catwalk.

Red Skull could see that the larger man with Barnes was walking on the same catwalk to meet him. He looked the man over as he approached, noting his size and musculature being similar to his own, the helmet he was wearing was covering the top of his head but he could see small tufts of blonde hair sneaking out from underneath.

Steve had believed that Schmitt's Red Skull name had been figurative yet here he stood with a completely red skull. The black Hydra uniform clung to his body articulating his muscles, covering his whole body other than his head. The two of them came within steps of each other before stopping, Steve could see the fire burning in the Skull's eyes something he had never seen before.

Bucky had his rifle but he didn't have a shot since Steve was blocking a clear path into Skull, he lowered it to his side knowing that he could not help Steve at this moment.

"Who are you?" Red Skull asked as he stared into the young man's eyes.

Steve did not take his gaze from the evil eyes of the Red Skull "Captain Steve Rogers" he replied. "I would ask who you are but your head seems to give away your name."

Red Skull smirked "Oh you are a funny one aren't you?"

Steve's mind flashed to Erksine, thinking back to Erksine telling him about his work with Hydra and The Red Skull "Erksine gave you too much credit for your looks" commented Steve just before Red Skull threw a punch which Steve was able to just barely dodge. Steve countered nailing a right hook to the Red Skull's ribs. The blow sent Red Skull back several steps creating some much needed space between the two of them.

Red Skull immediately made the connection between Rogers and Erksine "So you are the one that Erksine chose. He gave you his serum, and now here you stand. Tell me, did Erksine beg for his life or did he simply cry for his mother?" he stated hoping to get a rise out of Steve. Steve charged at the Red Skull who was ready for him this time, dodging Steve's wild attacks and delivering several powerful strikes that not only pushed Steve back but knocked him to his knees. "How disappointing. I was expecting so much more from the chosen one." The bombs had begun to fall from the French resistance as parts of the ceiling of the warehouse began to collapse from the attack.

"Sir we must go" cried out Zola who was beginning to panic as the building was coming close to coming down around them. Red Skull turned to him and nodded, knowing that their work was far more important than putting Erksine's new puppy down. He turned back to Rogers and slowly walked backwards towards Zola as the one Zola called Barnes ran to his side.

"It seems our time is up" he completely turned his back and reached Zola who began moving towards a door that led to the airfield where they would make their escape. "Until we meet again Captain America" he said mocking the outfit that Steve was wearing.

Steve stood up to go after him but Bucky grabbed him "We have to go help the others" explained Bucky pulling Steve towards some stairs that would lead them down to some trucks.

Steve reluctantly followed as they raced down the stairs where they could commandeer a truck of some kind to get the prisoners and the others out of the base to safety. He couldn't believe how easily he was beaten by Schmitt, he would only admit to himself that he thought he was near unbeatable in hand to hand combat but Skull proved that was not the case. Bucky climbed into a truck and started it up prompting Steve to jump into the passenger seat.

James and Victor were watching as Hydra moved around inside the house "Jimmy, we need to get out of here right now" whispered Victor obviously intending to strand the others in order to save themselves.

James shook his head "We are NOT doing this" he said in reply moving back towards the group. "Rogers and Barnes better get here quick or there won't be anyone to save" he said looking back at his brother who reluctantly joined him. A truck blasted through a small fence and pulled up in front of the prisoners with Steve jumping out.

"Everyone get inside, the French are leveling this place and we don't want to be here when it all comes tumbling down" he stated as the prisoners began to file out of the buildings and into the back of the supply truck. "Fit in where ever you can, it will be a tight fit but we don't have a choice." Morita and Falsworth were still inside the tank and welcomed Dernier inside as Dugan and Gabe joined Steve and Bucky inside the truck. Howlett and Victor sat on the tank as it slowly cleared the way for the truck as it followed them out. James and Victor cleared off any men who tried to jump onto the tank as it rumbled out of the base. The bombs fell and leveled the castle as they were able to escape on the main road, Steve looked into the air and could see a large plane flying out in the direction of the sea. He knew it was the Red Skull escaping to some new base where he would continue his work, he needed to stop him not only for himself and for the allies but also for Erksine who was ridden with guilt over what Schmitt had done with the power of the Super Soldier Serum.