Disclaimer: I Own Nothing

Steve looked through the woods and could see the entrance of the Hydra base with soldiers patrolling the front. "Okay we hit them with what we got, we have to make it look like this was the plan" Steve reiterated to the Howling Commandos. He got nods all around and Steve stepped out and circled around to get into a good position to attack the soldiers. He gave the signal to Dugan who led the Commandos out of the forest and started firing at the Hydra soldiers, who turned to open fire only to have Cap's shield meet them and knock them on the ground while the Commandos bullets finished them off.

They had gotten through the first line of defense and Steve scanned what was behind which was a large set of double doors that no doubt led into the base, he knew if he could somehow break through the doors it would give Philips an easier time to get into the base after the actual attack started. He moved to grab the little explosives that Morita had brought with him only to have the doors open and an entire division of Hydra come walking out to them. "Give up Captain" came the voice of the Red Skull over the air "You are overmatched." Dugan and the commandos looked at Steve who nodded for them to surrender while he put his hands up and moved out from cover. The commandos followed and they were quickly encircled and moved into the base.

Bucky had found the base pretty easily but finding the window where Zola's lab was taking longer than he anticipated. He heard the gun fire and knew that Steve and the others had certainly been taken into custody by now and that he was supposed to give them 15 minutes before he launched the attack. He scanned the base and finally spotted a window, he checked it out with his scope and sure enough had found his target. He could see the work station through the glass and lined up his shot and waited for his clock to go off like Stark had set it up to.

Philips and the division silently got into position just as the double doors were closing, "Well that's a problem" he said knowing that getting close enough to plant explosives would take time and that was something they could not waste once the attack started. Peggy scanned the base and noticed that one of the tanks was set up in a good spot to hit the doors. She left the position and moved to a better spot to get to the tank much faster.

Steve was in front of the others as they were shuffled through the metallic halls of the Hydra base, he tried to spot some kind of clue as to where the hangar where the attack was certainly being launched from was located. Nothing tipped him off until they were taken into a room and Steve could see the Red Skull in person for the first time since France. The Red Skull was standing in front of a window that was clearly showing the hangar giving Steve a general direction to move in when the attack started. "So this was the best you could do?" asked the Red Skull turning to look at Steve.

"Well you didn't give me much time to work with" replied Steve with sarcasm, a move he had learned from Stark over the course of their work together.

The Red Skull chuckled and started to move towards Steve, he looked him over like a wolf circling its prey picking out weaknesses. "Interesting" he said prompting a look from Steve. "I expected to see something in you that would explain what made that traitor Erksine give you the gift that he gave us. I had to take it from him you know, but you he gave it too willingly. Why? Why would he do that?" He stood face to face with Steve "What makes you so special?"

Steve shrugged his shoulders and smiled "I'm just a kid from Brooklyn."

The Red Skull smiled and delivered a blow to Steve's ribs causing Steve to bend over from the pain. "You have improved Captain since France, getting this far is commendable but you have failed. I will destroy the division that is waiting outside the compound and then I will launch my attack on the globe" Steve looked surprised. "Oh did you think I wouldn't see that coming. You come in and distract me and my men so that way your friends can launch an attack from the same place you did. Well I have some bad news for you, behind those double doors is some of my best fighters, when their attack starts the doors will fly open and my legion will pour through and destroy your friends."

Zola was putting the finishing touches on his experiment, he had seen that they had taken Captain America and that perhaps the danger was over but he still had it and he would always have it ready to use.

Bucky heard his watch over the wind, he took one last look to make sure it was perfect and fired Stark's explosive and watched as it stuck to the window on Zola's lab. Zola turned when he heard something hit his window and watched as the side of the base exploded and glass went everywhere and Zola flew back and hit the wall. Bucky moved quickly and fired the grapple and was soon sliding his way to the base.

The explosion rocked the base as the Red Skull looked around, Steve and the commandos moved quickly taking out the nearest guards and opening fire. Skull reacted quickly making his way to the door as his guards fell around him. "Guess you didn't see everything coming Skull" shouted Steve grabbing his shield from off of the Red Skull's desk and taking cover. Peggy moved right as the explosion happened and took out the driver of the tank and jumped inside. She aimed the cannon and fired at the doors causing them both to fall back dropping on top of the men who were behind them. Philips and others charged with a few joining Peggy inside the tank as she moved it into position to provide cover for the soldiers behind it.

Zola moved around slightly just in time to see Bucky land inside the room with his rifle in hand, he jumped behind his experiment just as Bucky saw him and fired off a few shots. "Come out and meet your maker you bastard" said Bucky looking for a shot on Zola. He heard something hiss and started to walk towards the object in question, as he approached something in the middle of it turned on, "Hello lieutenant Barnes" it said as an arm shot forward and knocked Bucky back. He looked back and saw that the middle was some kind of video screen, the rest was a metal armor suit. Bucky opened fire but his bullets bounced off of the armor. "It is time for you to die Barnes" Zola said charging and shoulder tackling Bucky causing him to hit the wall next to the broken window. "You can't hurt me in here and now I'm going to do what I should have done in France." Zola swung but Bucky dodged and rolled to get some distance from Zola.

"What did you do to me?" Bucky asked while looking for something to use against Zola's suit.

"The Red Skull has been obsessed with the Super Soldier Serum, I was tasked with not only replicating what Erksine had but to improve it." Zola loved this feeling, the feeling of power it was intoxicating to him. "So I used prisoners from the war to test my various formulas but they all failed miserably but you somehow you are still alive. I'm beginning to wonder why. Perhaps after I kill you I can put back on the operating table." Zola got close and swung at Bucky who caught the arm in his hand, sending the regular tinges of fear down Zola's spine.

Bucky had stopped the arm and could move it easily, he understood now what had happened to him. Everything now made sense and he now he knew what he can do, he squeezed the arm causing the metal to crack under the force. Zola was pleading now as it dawned on him that he had underestimated his opponent, Bucky pushed him down and tore to head off of the suit revealing Zola inside cowering in fear. Bucky couldn't hear anything anymore his focus was on the man who had caused him so much pain. Bucky pulled a pistol from his belt and pointed it at Zola "This is for everything you did to me and everyone else" he said as he pulled the trigger. Bucky breathed and then looked around grabbing his rifle and heading out to find the hangar to help the others.

Red Skull listened over the radio as Peggy pushed through the Hydra forces with the tank she had stolen from them. He sighed in frustration and spoke into the radio "This is the Red Skull, all fighters report to the hangar we are launching the attack right now" he ordered stomping off as more soldiers came to back up his personal guards so he could lead the attack from the first plane.

Steve looked and saw an angle he liked "Covering fire" he shouted at the Commandos covered him as he stood and threw his shield bouncing it off the hall way wall taking out several guards and giving them the opening they needed to get out of the office. They got into the hall and Steve talked into his radio, "The Red Skull is heading for the hangar, they are launching the attack. Get everyone we got there right now before they can launch those planes."

Peggy followed a large road that was clearly meant for moving ordinance such as a tank through to the main hangar. Philips took a part of their force to sweep the inside of the base and back up Steve and the others while they moved through. She followed the road as quickly as possible hoping to get to the hangar to help.

Red Skull began to sprint to the lead plane as Captain America and the others were coming through the door. He got into the plane with several soldiers following him as he began the launching sequence. Steve looked around and saw the Red Skull vanish into the plane "Dugan, take the others and keep those troops out of the planes we have to stop as many as we can before they take off" Steve ordered as he took cover behind some boxes.

"Steve!" called Bucky from the hall behind them, he rolled out dodging some fire and ended up right next to Steve. "Zola is taken care of, where's the Skull?' he asked scanning the room as the Howling Commandos spread out trying to stop Hydra troops from getting on the plane.

"He's in the lead plane, I need to get on that plane right now" exclaimed Steve waiting for an opening.

"You mean we need to get on that plane" stated Bucky. Steve looked over at him as if to object but Bucky stopped him "I'm with you to end of the line."

Steve sighed and nodded "Let's do this." Steve and Bucky got up and made a break for the plane that was preparing to take off. The back door of the plane was starting to rise when it began to move. Steve noticed that the door was about to close and threw his shield jamming the door causing it to come back down.

Red Skull got a red flashing light on his console "Get that cargo door closed" he hissed into his radio to his men. One of his guards approached the back of the plane noticing the shield on the ground.

Peggy turned a corner and finally found her way into the main hangar to see that the fighting had indeed began. She scanned the large hangar and could see the Howling Commandos and some of the troops that were following her broke out to support them. "Where's Steve?" she asked herself as the tank top spun while she looked for his red, white, and blue outfit. She spotted him and Bucky running towards a plane that was taking off, she looked closely and realized that if she drove straight she might be able to head the plane of and prevent it from taking off. She gunned it and tried to intercept the plane and end this before it began.

Steve was surprised that Bucky was keeping up with him in a near full sprint and found that the shield had worked and that the cargo door had lowered back down giving them a chance to climb down. Steve and Bucky both jumped and pulled themselves into the back of the plane, the Hydra guard moved to attack them but Bucky flipped him over his back causing him to roll out the back of the plane. While they watched the soldier roll onto the ground behind the plane another guard came and hit the button to close the door and then broke the console. Steve picked up his shield and moved to block the door again but was tackled by the guard. Steve took out the guard but not before the door had closed. "Damn, there goes our chance of stopping the takeoff" he said putting his shield on his back and looking at Bucky.

Peggy was moving the tank as quickly as possible, she knew that Steve and Bucky had managed to get on board and if she could prevent the take-off finishing the Red Skull would be an easy task.

The Red Skull saw the tank coming and pushed the plane to its limits in order to get out before it could block the exit of the hangar. He knew that it was going to be close as he noticed that his men hadn't reported back about the cargo door. "So the Captain is on board" he said to himself with a scowl.

She was going to make it, she was doing the sequence in her head and even for a brief second considered what might happen when the two vehicles collided. Would the tank explode? Would the plane blow up taking Steve and Bucky with it? She shook these thoughts from her mind as the moment of truth arrived.

The plane just barely got past Peggy and her tank, hitting the open Norwegian air and was soon approaching the end of the landing strip where it would begin its attack. Peggy swore and got up and out of the tank and watched the plane rise above the clouds. "It's up to you now Steve."