-Midnight-

The other side of the fence was much more ominous than it appeared outside. There was oversize tanks, armored guards with large weapons that looked to belong in a Flash Gordon comic.

They listened intensely as the driver door of their truck opened and they heard the crunching of pebbles under foot. "Ready." whispered Steve. Eddie nodded. Steve held aloft his American flag shield. The flap of the back of the truck was pulled aside.

With a strength that was astonishing, Steve slammed his shield into the driver's face and sent him hurtling through the adjacent door. "let's go." Ordered Steve as he leapt out of the back of the truck. Eddie quickly followed suit making sure to keep his head down as they quietly moved towards the large building. Thankfully, they had the cover of night on their side. The spotlight's nearly caught both as they jumped behind one of Hydra's black armored trucks. Once the spotlight passed by, the two made a mad dash across the courtyard.

They finally made it to the building. Eddie kept watch as Steve fidgeted with one of the windows. Eddie noticed a small squad of guards marching their way. Eddie reached for his side arm.

"Got it." Whispered Steve as he began to pull himself up. Eddie took a quick glance and saw the guards were getting closer. Eddie edged his way back to the window.

"Clear." Called Steve. Eddie jumped and caught the windowsill and with a swift motion that he practiced a thousand times in basic, pulled himself up and over the windowsill, and his feet tapped on the floor. He carefully and quietly closed the window. Eddie turned to see Steve already dragging a guard out of sight.

Steve motioned for Eddie to follow him through the door. Eddie darted across the large room as Steve walked out of the door, into the factory.

The factory was giant, there were large machines that were building unrecognizable weapons. Eddie licked his lips, as he saw guards watching over the workers, who were prisoners.

Steve walked quietly over to a section of the factory where they would remain undetected. The pair walked through the main floor.

Eddie started walking forward slowly towards a table, as Steve was observing the guards and prisoners below. He looked around for anyone then he stood up, there was nothing interesting about the table. It was off to the side and made of metal. Eddie tilted his head when he saw what was on it were small metal packs, no bigger than a battery. But the thing that struck Eddie as odd was the fact that there was a small blue light emitting from it. He grabbed one and slipped it into one of his pockets. Then grabbed what look like blueprints and crumpled them into his pocket.

"Come on we have to move." Steve hissed.

The lone Hydra guard was standing next to the cells that were holding all the prisoners, he was carrying one of the newer Hydra weapons. He obviously was bored, which made it extremely easy for Steve to sneak up on him. The guard was unconscious with one swipe to the back of the head with Steve's shield. As soon as the guard fell, Eddie was looking for the keys to the cells...

He could hear the prisoners change in attitude, one looked straight at Eddie then at Steve, and said, "Who the hell are you guys?"

Steve looked around the room for any more guards, he was clearly on edge, he then replied, "I'm...Captain America."

Eddie sighed "So we're using made-up names now?" he opened the first door.

"So what are you?" asked the red headed man with bowler hat, "Captain America's sidekick."

Eddie tossed the man with a key to help open other cell doors, "Sure."

Steve asked, "I'm looking for a Sergeant James Barnes?".

One Asian American soldier answered, "There's an isolation ward in the factory but no one's ever come back from it."

Steve pointed out the way he entered, "All right. The tree line is northwest 80 yards past the gate. Get out fast and give em hell. I'll meet you guys in the clearing with anybody else I find."

"All right, Cap let's go." Steve turned and shook his head, "No, I can move faster alone, you help get these guys out of here." Eddie opened his mouth to protest but Steve was already jogging away.

A black soldier looked at Eddie, "Does he know what he's doing?"

Eddie thought back to basic and smiled despite the fear consuming him, "Nope."

"Prison Break!" Eddie yelled to a surprising cheer, as the prisoners charged out of the building. They broke out of the factory doors immediately; Frenchie took a gun from the soldier guarding the door and smash the guard with it.

Dum Dum Dugan punches a guard that was rushing over to the chaos. Guards turned and began to fire but there were too many prisoners and running in disorganization to shoot them all, for now.

Dum Dum Dugan ran to the nearest tank and climbed in.

Jim Morita and Monty tag teamed a guard that had one of the futuristic weapons. Morita snapped the guards neck as Monty picked up the gun.

"Do you know how to work that." Morita asks. Monty shrugs and accidentally presses the trigger that causes the gun to make a whining noise before a bolt of blue fly out and hits an adjacent wall. Monty and Morita look at the damage.

"Okay." Morita says accepting Monty use of the weapon.

An alarm begins to blare, 'oh now they notice.' Eddie thought as he punches a guard in the face.

Gabe Jones hops into the same tank as Dum Dum Dugan.

Dum Dum turns around, "Not exactly a Buick."

Gabe pointed to a button saying, "That one, zündung." Dugan pressed the button and instantly felt the purr of an acting engine. Frenchie noticed the tank starting up and quickly climbed in.

"I didn't know you spoked German." Said Dugan as he began to drive the tank.

"Three semesters at Howard, switched to French, girls helluva lot cuter."

Frenchie took the cannon on top at one of the trucks which explode in a ball of flame.

The chaos had struck true horror into Eddie, as a man a few feet ahead him was hit by blue energy and became dust. Only for that Hydra trooper to be flanked by two prisoners.

Suddenly a voice cried out, "Stop!". Eddie felt an invisible force crush every muscle in his body. Everyone from Hydra soldier to prisoner within a couple yards from Eddie didn't move, or shoot, or attack. They were completely still. Those that didn't hear the voice continued with their fighting, and escape.

"I can't move!" yelled one prisoner.

"Etwas Zauberei!" cried out a hydra soldier. Eddie groaned, begging his body to move but he had no control.

"Valdo Shapiro you are not to use your gifts." Says a different voice coming from the same place where the command originated.

Valdo responded sounding out of breath, "Do not worry about me," before in a much louder voice, "Hydra comrades leave these men to me, and continue capturing the rest of the escaped prisoners." The nearby Hydra soldiers: Eddie could see, were overpowered by freedom. One hydra soldier fell forward into the mud at the sudden return of his balance.

"Why do you fight us, you see we have the superior firing power?" asked Valdo.

Eddie felt no urge to talk as other prisoners did for him, "You're nothing but a Jew killing bastard!"

"Nazi, Hydra, you're all the same!"

"I'll never forgive you for killing my friends!"

"Trying to take away our freedom!"

"You are correct, Herr Skull did submit himself to Hitler to gain the funds needed for our advancements, but now that we have them, we have divorced ourselves from his regime." Valdo was getting closer; a shiver ran up Eddie's spine even though he knew Valdo was still yards away it still felt like Valdo was whispering in his ear.

"You have killed friends of mine, should I then kill you for my broken heart." Valdo stopped, "Freedom is a curse bestowed by the gods. Herr Skull has seen the future of our so-called Freedom, and it leads to the end of humanity. It is difficult and painful to make a choice; how can you reconcile right for you to right for someone else or right for the majority."

"…" no one responds.

"Exactly, how many of your commanders threw you like pawns against the shield of Hydra?" Valdo continued. Eddie thought of Mike, how he was lost and gone forever. His last letter, the heaviest thing in his duffel bag.

"Herr Skull knows the easy path; all we have to do is follow him." Valdo said as he clenched his right hand against his chest, "Many will die, but they will die for a better tomorrow." Eddie felt numb, Steve had a plan to rescue his friend Bucky and it wound up saving a whole lot more prisoners, but how many had died trying to escape.

"Come back into the cells" Valdo said his voice becoming rapturous," and I promise better treatment and no consequences for what transpired today." Like a magnet, Eddie's leg took a step back and turned. Around him other prisoners were doing the same.

A hydra soldier marched toward the group of prisoners, and aimed his weapon at Eddie, "It be better if we killed them." He grunts.

'Will I survive the blast like last time?' Eddie thinks, as he recalled what happened last time.

Valdo's head snapped toward Eddie, "What was that?" he asked Eddie.

Eddie finally had a good look at Valdo, he had a black crewcut, amber eyes, and wore a white hospital gown, with a brown short cape. Valdo's smile twitched to analyzation at the sight of Eddie's bright blue eyes.

"How is that possible?" Valdo asked as he studied Eddie.

"Herr Skull would be very interested in you." Valdo said with a smile. Eddie didn't have time to listen as an explosion rocked to the right of them. Eddie, Valdo and the other prisoners looked up to see debris from the building coming down on them. Valdo screamed. Eddie lifted his hands to protect his face.

Eddie felt sharp stings cut his hands and scalp, but nothing more. Eddie looked up to see he was a foot to the left of the fallen debris.

'Thankyou, God ', He praises before he saw that some of the other prisoners had not been so fortunate. A few feet in front of him was a half-crushed Valdo. Eddie grimaced and got to his feet.

"We gotta go!" yelled a fellow survivor pulling Eddie away.

Eddie began to run just as a third explosion shook the facility. Many of the inmates were through the gates, even the surviving hydra soldiers were fleeing.

'You better be okay, Steve.' Eddie thought as he made a mad dash away from the crumbling building.

"Captain America, how exciting!" Steve turned his head, standing on the other side of the catwalk was the head of Hydra himself, Schmidt. Schmidt was dressed in an all-black leather trench coat with a red Hydra Logo on the shoulder. On his side was a shorter man in a lab coat, he seemed nervous, he obviously wasn't a fighter.

Schmidt walked on the part of the Catwalk that bridged the two sides together. "I am a great fan of your films!" Bucky groaned in exhaustion, as the fire below was growing higher his green sweater and jeans were getting covered in sweat. His short black hair was a mess.

Steve got on the other side of the bridge, not taking his gaze off Schmidt. Schmidt smirked, "So Dr. Erskine managed it after all."

Steve scowled, he balled his fist and hit Schmidt with a powerful right hook. Schmidt grunted and took a few steps, Steve took a few deep breaths, he stood tall with his shield in his hand. Schmidt stood back up, smiling. The part of his face Steve had hit was beat red.

Schmidt gave a short but powerful yell; he cocked his fist back ready to throw a punch. Steve raised his shield to block it, but a dent formed from Schmidt's impact. Steve went to grab his pistol, but Schmidt quickly followed up his attack with another punch, this one contacted Steve's face, knocking him down.

Bucky stood up, going to help Steve, as Schmidt walked towards him. Steve put both of his feet together and kicked Schmidt square in the chest, sending him a few feet back.

Bucky walked onto the bridged section, which scared Schmidt's friend to pull a lever, and suddenly the bridge started to split into two halves. Steve got back up, as did Schmidt. Both men looked winded from their brief brawl.

Schmidt was the first to speak, he looked at Steve, "No matter what lies Erskine told you, I was his greatest success!"

Schmidt reached for his neck. Both soldiers stared horrified as the leader of Hydra started to pull on the skin. Schmidt's 'skin' started to come off with a peeling sound, that revealed a red skull.

Bucky looked at Steve, "You don't have one of those do you?"

"You are deluded Captain." Schmidt threw his face mask off the catwalk. "You pretend to be a simple soldier. But you are just afraid to admit you and I have left humanity behind."

Schmidt walked towards a nearby elevator with his associate. He picked up a suitcase, that he had placed in front of the elevator. Schmidt walked into the elevator and pressed a button.

Another explosion went off. Steve grabbed Bucky's arm and pulled him towards the stairs of a catwalk. Bucky shook his head, "The entire floor is on fire!"

Steve shook his head and replied, "We're not going down." Bucky followed Steve up the stairs.

The flames were quickly rising. As they got to higher ground, Bucky saw it; a support beam that connected both sides. On the other side was a door, that Steve hoped would lead them to safety, the explosions from below only got louder. Steve was helping Bucky over the railing, "go."

Bucky took a step onto the support beam, it groaned.

Bucky walked slowly along the beam, it shuddered with every step. Once Bucky was about halfway along the beam, Steve climbed on when suddenly, the beam started to creak, Steve's eyes widened as he saw the beam start to bend.

"Hurry!"

Bucky quickly ran the rest of the way; as his half of the support beam fell.

Bucky looked at Steve. "There's got to be another way!"

Steve shook his head, "Just leave!"

Bucky yelled out, "No, not without you!"

Steve looked behind him, he walked to the other side of the railing. Bucky frowned suddenly realizing what he was going to do. Steve took a deep breath and ran toward the edge. Steve jumped.