Author's Note: And we're back again for the next chapter! Thank you so much for all of the reviews, alerts, and favorites. It's always nice to get feedback from people who love something as much as you do.

This is our first dip into the Red Room. Brace yourselves! I'll be straight up with you and admit that I flagrantly made up my own headcanon for Bucky and Nat's past in the Red Room, stealing from the comics here and the movies there and then just my own ideas. So, if something isn't kosher, I meant it to be that way.

That being said, let us begin!

Disclaimer: Seriously, I don't own anything MCU or Marvel related. Like, nothing at all. Promise.

Chapter 2: Past

The Soldat flew the helicopter to his new base absently, following the coordinates provided while Karpov sat in the co-pilot chair and looked through a red leather book. The Soldat had not seen the book before, and noted that the pages were mostly blank. New, then.

There were many new things happening. Karpov had told him that he was to be training new agents, which he didn't understand. He was an assassin, not a teacher. He didn't know how to teach, but Karpov had told him that it didn't matter. The Soldat wasn't sure that made sense. How could you be an effective teacher without knowing how to teach?

The flight was boring. His only orders were to fly to the new base, and so he had time to let his thoughts drift. He didn't like it. It felt . . . empty. Yet he didn't wonder if it was normal. The emptiness was all he knew. He didn't ever remember a time when his mind wasn't so blank, and so he had no cause to think that he might have once been different.

But with nothing to guide his thoughts, no mission aside from flying the copter, his mind searched for something to occupy it. He settled for his weapons inventory and went through each piece, making mental notes to have some cleaned, some upgraded. The scope on his rifle just needed to be thrown out. Fucking worthless thing after that grenade blast in Prague.

He thought he'd mention it to Karpov when they landed.

Then his mind was empty again, and he grew restless as he failed to think of anything other than the fact that he couldn't think about anything. Frustration mounted as he continued to fly. Spar. Yes, he needed to spar. But no, he couldn't do that. He'd killed too many soldiers. Karpov was always annoyed when he killed them. So was the Soldat.

A punching bag, then. He'd find one. He thought about various combinations and the injuries they would inflict on a person. Ruptured organs and broken bones. He'd never checked his strength. He wondered if Karpov would ask him to in order to train the new agents.

The agents. He wondered who they were, how new they were to the Soviets. God help him if they were completely green. He didn't have the patience for incompetence.

They landed in Moscow on a private airstrip where a car waited. He rode in the passenger seat while Karpov sat in the back. The Soldat could hear his pen scratching against his book. He looked out the window. The scenery looked familiar and yet he couldn't remember the last time he was in the city. He paid it little mind.

When they pulled up to what appeared to be a ballet academy, the Soldat paused for only a moment. A cover, then. Yet why ballet? It was the first time that the Soldat wondered if the agents he was meant to train were women. It didn't matter to him, but he felt a flicker of annoyance that Karpov failed to give him this intel. He disliked unknown variables.

The doors opened for Karpov as if their arrival was both expected and fretted over, and he watched passively as someone rushed forward to collect his handler's coat and gloves. "Would you like anything to drink, General Karpov?"

"No, thank you. If you would tell the Madame I've arrived?"

"Oh, yes. She's been anticipating your arrival." The man's eyes slipped to the Soldat. "She's most excited to see the Asset."

"I'm sure she is," Karpov said with a slight smile that the Soldat recognized as a sign of impatience.

The little man did as well and laughed nervously. "Yes, well, right this way."

Music sounded in the hall as they were led deeper into the house, and the Soldier looked through an open set of double doors to his right where the music was the loudest. Little girls, perhaps no more than seven, spun in delicate pirouettes, yet there was already something deceptive in their grace that made the Soldat distrust them. He hoped that they weren't to be his students. He was an assassin, not a goddamn babysitter.

Inwardly, he frowned at the term. He wasn't sure how he knew it.

"Soldat," Karpov said as they stopped outside a door. "Your mission is to train these agents to the best of your ability. They are to be unbreakable. But for them to be unbreakable, they must first be broken so HYDRA came make them anew. Make them better. This is your mission."

"My mission," he repeated. "Do I kill the weak ones?"

"Yes. Will that be a problem?"

"No."

"Good. Perhaps if the girls progress well, you can have your fun with one."

The Soldat had no desire to fuck any of them but said, "You are very gracious, General."

Karpov smirked. "Shall we begin, then?"

He opened the door before the Soldat could answer, not that one was needed or wanted, and the Soldat wordlessly followed. His eyes scanned the room. Mirrors on one wall. A ballet bar. Mats covered the center of the room. A tall, severe-looking woman stood off to the side and greeted Karpov quietly with a pinched nose as if she'd smelled something unsavory. All while she talked with Karpov, the Soldat could feel her eyes on him.

He paid her little mind. He scanned his students. Thirteen in all. Not girls, thankfully, yet not fully women either, he thought. Teenagers. He looked them all over in turn, judging based on build and presence alone. The farthest to the right he dismissed immediately. She'd yet to take her eyes off him since he'd entered the room, and he knew that she meant to seduce him with her stare, to encourage him to look at her.

He didn't.

He ignored her and moved on to the rest. He saw nothing striking about any of them. Not one of them seemed stronger than the rest or faster or smarter. Not one of them made an impression.

He wondered if he'd be punished when he killed them all.

Natalia Romanova stood in the middle of the line. It was a carefully chosen place. Too far to the front implied eagerness; too far back implied hesitance. She was certainly neither. She was practical.

The first in line, those eager girls so willing to please, would be the first to face the new instructor. Natalia hoped that Anastasia would be eliminated. The blonde thought that fucking Karpov would grant her immunity, but she was wrong. She relied too much on her beauty to make men hesitate and her martial arts skills were piss poor at best. Natalia couldn't decide if it was the stupidity or arrogance about the girl that annoyed her more. Or the fact that so far, being Karpov's slut had saved her life more than once.

There were a handful of others that Natalia disregarded. They were not competition. One way or another, they'd be eliminated. Katerina for her footwork. Anja for her speed, or rather her lack of it. Malina was simply too soft.

So Natalia was happy to wait in the middle for her turn. She'd watch to see if Anastasia's long, fluttering eyelashes would make the instructor hesitate. She'd judge his compassion when he sparred with Malina. If he spared Anja or Katerina, she'd dismiss his competence entirely. Of course, all this time, she'd be watching him. Analyzing his moves, planning her counterattack. She'd find his weakness, and she'd exploit it.

That was being a Black Widow.

The door to the studio opened abruptly, and Natalia straightened her shoulders and let her face fall into a serene mask that she'd finally perfected. Even the sharpness of her gaze was hidden beneath a veil of disinterest as she began building a profile of her newest instructor. Tall. Broad. Broader than any of her instructors thus far. She thought the extra muscle should inhibit his speed, and yet there was a carefulness to each of his steps that made her think otherwise.

The metal arm gave her pause. She'd never seen anything like it. It seemed to fit perfectly in comparison to his flesh arm like a sliver sleeve. A red soviet star was tattooed into the metal at the shoulder, and she could hear a low whir and clink as the individual plates moved. She wondered if it gave him enhanced strength, if it slowed him down, if it could be disabled. She'd find out.

Her final observation was that he was handsome. It was a change in pace. Karpov had purposefully kept their instructors burly oafs of men to avoid distractions, a tact that Natalia had never understood. Was a Black Widow not meant to be above such pitiful weakness? Yet she heard a low hitch of breath to her left—undoubtedly Tanya, a waif of a girl who'd survived only due to her agility and knack for languages—and thought, apparently not.

"Widows, this is your new instructor." Karpov stopped in the middle of the studio and clasped his hands behind his back as he glanced at the new instructor. There was the slightest smirk on his lips that Natalia found interesting. She'd never seen Karpov look proud. "He is to be addressed as Soldat," he continued, "and will be your instructor throughout your remaining time in the Widow Program. You will each be allowed one-minute to land a blow. If you fail, you will be dealt with." His eyes cut to Anastasia who smiled at him. He smiled back. "Widow Ameniva," he said. "You will be first."

Natalia waited.

She watched the Soldat as Anastasia flashed him a smile and swung her hips as she stepped onto the mats. The Soldat did not flinch. He didn't even blink. There was nothing in his expression to even lead Natalia to believe that he saw the Widow in front of him, and she had to fight a smile when Anastasia's shoulders tightened.

Karpov shouted for them to begin, and for the first time in years, Natalia Romanova was surprised.

The Soldat did not hesitate. He moved with blinding speed, faster than Natalia had ever seen a man move. There was a low hum of metal and then a crack as one of Anastasia's high cheekbones shattered. She hardly had time to spit the blood from her mouth before the Soldat was there once again, grabbing her hair and yanking her up and around, and then there was a crack and then a thud as Anastasia fell to the mats.

Natalia only spared Anastasia's wide, unseeing eyes the briefest glance.

She was far more interested in the Soldat, who paid the girl no mind, and simply stood tall and waited for his next order. Off to the side, Karpov smiled and said, "Next."

Katerina didn't even last half as long as Anastasia.

Anja had her skull cracked open against the Soldat's knee.

Malina failed to block a fist to her ribs thirty seconds in and choked on her own blood.

And Natalia watched. She noted each of their mistakes and planned her attack accordingly. The Soldat outmatched her in strength, and so she would use her speed and size to advantage. Keep moving. Always moving. No one had yet gotten close enough to put the Soldat on the defensive, and so she decided risk his strength to test his skill beyond the ability to strike fast and hard.

Natalia wanted to see if he could dance.

Tanya was the first to survive. She never occupied one space for more than second before she moved. Natalia took note and vowed to be even faster. She would be the first to land a hit on the Soldat.

"Widow Romanova."

Natalia stepped forward. She wasn't nervous. She thought that she should be and yet she felt only anticipation as she assumed her stance. She was ready. She had a plan. In the final seconds before Karpov called for them to begin, she let her eyes scour the Soldat for a weakness to exploit, something she may have missed. She was close enough to him now to notice that his eyes were a hard if blank steel blue. The stubble on his jaw was rough and a shade lighter than his hair that fell past his ears. His cheekbones were high, his lips full.

She imagined that he could lead a line of women into his bed if he only smiled.

But he didn't, and Karpov called, "nachat'!"

Natalia lunged. She moved faster than she ever had, and her punch was just barely batted away before it could land. The parry didn't bother her. She'd still forced him take a step back, to be defensive, and that was something that no one else had done. She continued her attack, dodging and weaving under his blows and dealing her own that he expertly countered. So he was more than a fist.

Natalia was glad.

Even when that same fist crushed her ribs and sent her to the floor, she was glad. She ignored the pain and rolled onto her feet without hardly a pause. It was still not quick enough. The Soldat was there, and the following thirty seconds were the longest of her life. She hardly had time to breathe as she dodged and deflected his attacks, and by the time ten seconds were left, her whole body was aching. She gritted her teeth and kept her hands up.

She still hadn't landed a hit.

Nine seconds left.

She ducked under a punch and went for his legs. He blocked.

Seven seconds.

Punch to the sternum. Deflected.

Six seconds.

Her back met the mat hard enough to steal her breath.

Four seconds.

He went for a headlock, but she was faster. She threw her elbow back and had to fight a triumphant smile when she heard something crack.

Two seconds.

On the mats again.

One.

The Soldat's fist landed on the mat just where her head had been a half-second earlier. She heard the wooden planks give way but didn't react. She got to her feet with more difficulty than she would ever admit, but held her head high when she met Karpov's gaze. He smiled.

"Very good, Widow Romanova."

Three more girls failed the test before the end, and those that survived failed to land a hit against the Soldat, a fact that Natalia silently, proudly noted. She stood straight as Karpov and the Madame strode forward, though her ribs protested and her shoulders ached. Once she was allowed to shower, she'd be able to properly assess the damage, but nothing felt broken, which left her in a better position than Valentina, who was struggling to ignore her dislocated elbow.

Anastasia and the rest of the girls were hauled away by two soldiers out a side door. Natalia wondered if they'd be burned or buried and forgotten.

"Congratulations, Widows," Karpov said. "You have advanced to the final stage of the Black Widow Program. Russia is proud of its daughters. And," he added with a slight smile, "as a reward, you will each have your own quarters. You are dismissed for the day." He turned on his heel. "Soldat."

The Soldat followed without a word.

Natalia watched him go.

And there you go. I know this chapter is short, but some of the flashback chapters will be that way. I think of all the chapters that take place in the past as a timeline for all that Bucky is remembering. So, assume that with each past chapter, Bucky remembers what happened. It's illogical for him to remember things in linear order, but for a story, it definitely helps.

Alrighty, preview for the next chapter . . . who should it be this time? . . . of course, it's 50/50 so . . . how about Nat?

"Someone has to keep an eye on you. You're trouble."

See you Friday!

Lots of love,

AC