The Legendary Spider-Man

by blackknight11757

This is the life story of Peter Parker as the legendary hero Spider-Man. This will explore his destiny as a hero as he goes on the most difficult journey, he'll faces off against all sorts of danger and saving lives, he'll meet and team up with other heroes like himself in his long quest to becoming the greatest hero of all time.

63. III: The Winter Soldier

Volume III: The Winter Soldier

Note: This will be the thirteenth chapter of Volume III, this will introduce the first appearance of the world's deadliest assassin called the Winter Soldier, Zola and HYDRA sent him on a mission to retrieve the Cosmic Cube from S.H.I.E.L.D. as they have big plans for it. Nick Fury enlist the help of Spider-Man, Captain America, Black Widow, and an agent named Sam Wilson as all four are heading into Siberia to recover the cube and to face the Winter Soldier as they're about to learn the true identity of this mysterious assassin, especially Captain America as he find something very familiar about him. This will introduce the past of Peter's parents as their past and the Winter Soldier's are about to collide, Peter will soon learn the terrible truth about them and their fates. Sam Wilson is a S.H.I.E.L.D. agent operating under then codename Falcon, he become Cap's Wingman.

It's January 3rd, the year is 2024, it's day time in Siberia, Russia, a HYDRA craft is flying through and approaching a hidden HYDRA facility as it's hidden landing pad is opening up from the snow, the craft slowly makes its landing onto the pad as the lift is descends down below while the doors are closing above it, the lift finally touched down deep inside the facility where the overseer Vasily Karpov is awaiting for their arrival, the craft's ramp lowered down as both HYDRA leaders Arnim Zola and Baron von Strucker got off and walked to meet up with Vasily, the overseer of the Winter Soldier Program.

"Zola, Strucker, we've been awaiting your arrival, it's been years since you've both been here." Vasily welcomes them to the facility.

"Indeed, about eleven years to be precise." Arnim Zola told Vasily.

"I assume you have a mission for our most valuable asset." Vasily figured it out.

"Of course, why else would we be here?" Baron von Strucker told Vasily.

"Very well, right this way, gentlemen." Vasily walks and leads the way.

All three men walked down the hallways as many HYDRA soldiers all salute in Strucker and Zola's presence, they've ventured deep into the facility until they've arrived at a vault, Vasily placed his hand onto the palm scanner as he's the only one who has access to this vault, next to the scanner is a thermometer showing that the inside of the vault is too danger for anyone to enter.

"SCANNING... RECOGNIZE, VASILY KARPOV, ACCESS GRANTED, VAULT TEMPERATURE RETURNING TO NORMAL, IT IS SAFE TO ENTER!"

Vasily opens up the vault as the insides are now at normal temperature and safe to enter, all three enters the vault to see what appears to be a cryogenic chamber and someone inside it in suspended animation, a tall muscular medium length brown haired male with a left metallic arm with a red star on the shoulder, around 30 years biologically, his physical abilities are heighten to match Captain America as well as his combat training. Arnim Zola walks up close to gazed upon the man who's codename is the Winter Soldier, HYDRA's super solider and most valuable asset.

"It's been so long since your last mission, my Winter Soldier, but I think you've rested here long enough. Time to wake him up, Vasily." Arnim Zola orders Vasily.

Vasily access the terminal and began the procedure of waking up the Winter Soldier from his cryogenic sleep, temperature inside the chambers are heating up to slowly unthaw him from the ice as HYDRA has big plans for the Winter Soldier, a bit later he was unthawed from cryogenic suspension and finally woke up. Sometime later a group of soldiers strapped him down to a chair and placed a helmet on his head, they initiated the brainwashing procedure as it's too painful for the Winter Soldier to endure, Vasily is speaking out the trigger phrases in Russian to make the Winter Soldier compliant without difficulty. Vasily finally finished speaking the phrases as Winter Soldier is fully under HYDRA's control and ready to receive his orders from Zola and Strucker.

"Winter Soldier, what's your status?" Strucker asking Winter Soldier.

"Fully mission capable and ready to receive orders." Winter Soldier answered his superiors.

"Good, this is your mission." Zola steps up and hands Winter Soldier a tablet with details of his mission, the location of the target, and the image of the Cosmic Cube. " This is your mission, to infiltrate the S.H.I.E.L.D. research facility in New Jersey codename Project P.E.G.A.S.U.S, there you shall locate the Cosmic Cube, it's under armed guard inside a titanium lead vault, find the cube and get out in time for a quick extraction, you're authorized to full lethal force and kill anyone who stands in the way of your mission, understood?"

"Yes, orders received." Winter Solider comply with the orders.

"Good, time to suit up, soldier." Vasily tells the Winter Solider to gear up.

A bit later at the armory, Winter Soldier is suiting up in a black battle suit and black kevlar armor, he puts on a mask and googles over his face, after he's done suiting up, he grabbed a FN SCAR L assault rifle with grenade launcher attachment below the barrel, several magazine of experimental rounds, several grenade rounds, some frag grenades, 50 caliber pistol, and several tactical knives, the Winter Soldier is all geared up and ready for his mission. He heads up towards the craft and boards it as the lift is taking it up towards the surface, the surface doors opens as the craft fires up its thrusters and transports the Winter Soldier towards the facility to fetch the cube for HYDRA.

---

It's January 4th around 1:30 AM at midnight, at the Project P.E.G.A.S.U.S. facility in New Jersey, also known as Project Potential Energy Group-Alternate Source-United States, the whole place is under armed guard fully of S.H.I.E.L.D. security and state of the art surveillance system monitoring at every corner, unknown to anyone here, the Winter Soldier managed to sneak his way past the perimeter undetected, he uses his knife to kill off any guards in his path very quietly and without hesitation, he walks around placing all the charges on some of the vehicles and certain spots to be used when the time is right, after he's done he continues on towards the facility itself to retrieve the cube from S.H.I.E.L.D. custody while avoiding the security cameras as he doesn't want the whole place to be on alert just yet.

Inside the facility, a couple of scientist are being escorted by two guards for security purposes, all of a sudden one of the guards was grabbed by the back of his neck by a metallic hand, the other one pulls out his baton as he attempts to save him, but the Winter Soldier push kick the guard so hard towards the wall, the impact was too hard as the guard died instantly, he then used his metallic hand to snap the man's neck easily, killing him, one of the scientist attempts to run away until the Winter Soldier pulls out his tactical knife and tossed at the scientist with great accuracy, killing him. He then turns to the last living scientist and grabbed him, he leads him towards the vault where the cube is being stored, the Winter Soldier needed the scientist alive as he's one of the few with access to the vault, he pushed him towards the access terminal.

Winter Soldier pulls out his pistol and aims at the scientist. "Open the vault, do it now."

The scientist has a gun pointed at him, his life is being threatened as he has no choice but to comply with his demands, he place his hand on the palm scanner and the retina scanner scans his eyes, both are required in order to open up the vault and suddenly access has been granted, the vault door is opened as the Winter Soldier gazed upon the Cosmic Cube with his own two eyes, unknown to him the scientist secretly triggered the silent alarms as the Winter Soldier looked back at the scientist who already trigger the alarm, he grabbed him by the neck and lifted him up in the air, choking him and cutting off his air.

"It's too late, reinforcement are on their way."

Winter Soldier suddenly snapped the scientist's neck and killed him instantly, the whole facility is on alert as S.H.I.E.L.D. agents are mobilized to deal with the security breach, the Winter Soldier walks inside the vault and used his bionic arm to take the cube in his hand, the cube itself holding unimaginable power for any normal being to possess and emits gamma radiation, he takes a containment case nearby built to transport the cube safely, he finally achieve his primary objective of obtaining the cube, now comes the next part, extraction. He then exits the vault with the case carrying the cube inside, but his way towards the outside is blocked a squad of S.H.I.E.L.D. agents, one of them is holding up a riot shield for protection, all are aiming their weapons at the Winter Soldier.

"You! Put down the case or we will open fire!"

Winter Soldier suddenly lowers the case down slowly on the ground while the agents still have their fingers on the triggers ready to fire if he make a wrong move, he suddenly rolls over quickly as they started firing their guns, he managed to dodge the bullets as he grabs the assault rifle on his back, he aims and shot off a grenade round, blasted them off separately, a couple are killed by the blast but only a few are left alive to fight back as Winter Soldier then switches to auto, he started shooting off the agents one by one with great accuracy, one of the agents witness his fellow teammates killed off as he quickly grabbed the shield and uses it to block the incoming fire, Winter Soldier kept on firing on the shielded agent but the bullets aren't effective against it, he puts away his rifle and switches to using his bionic arm, he charged in running and slammed his metallic fist on the shield so hard, it got knocked off the agent's hands as Winter Soldier switches to his sidearm and shot the agent dead.

After he's done taking out the first squad of agents, he walked back and picked up the case, he then proceeded to escaped from the facility as he heads outside for his quick extraction. He finally made it outside to see a full force of S.H.I.E.L.D. agents aiming their weapons at him, some are mounted on Humvees aiming 50. caliber machine gun turrets, he's outnumbered and outgunned this time as he can't take them all on at once, but he won't have to as he pulls out a detonator, all the agents spotted it in his hand, he armed the explosive charges as they've heard them and looked at the vehicles and their surroundings, there are explosives everywhere. Winter Soldier then pressed the detonation switch and triggers all the charges at once, they all blew up and destroyed anything within range, including the agents who were caught in the explosion.

Winter Soldier then hears a craft flying in towards the facility at full speed, it's from HYDRA, his extraction has arrived as he pulls out a grappling device and attached it to his right wrist, he aims it up in the air waiting for it fly over him, the craft slows itself down in order for him to grapple to it, Winter Soldier then sees reinforcements heading his way, the craft managed to fly close enough to the facility as Winter Soldier fired the grappling device and it managed to attach itself to the hull, he got pulled up away in the air as S.H.I.E.L.D was too late to prevent his escape, the Winter Soldier has gotten away with their most valuable prize, the Cosmic Cube. The craft is now heading back to Siberia to deliver the cube to Zola who has big plans for it.

---

It's October 6th, 2012 in Forest Hills, Queens at the Parker Residence, 6 year old Peter Parker is watching Saturday morning cartoons in the living room while his parent Richard and Mary Parker are in the dining room speaking with Ben and May about this trip they're about to take and ask them to take care of their son while they're away, they're used to taking care of their nephew during their trips away, but something tells Ben and May that this one is different than the others, they don't want Peter to know what's going on about this trip they're about to take or if there is any guarantees that they'll come back at all.

"We need you to take care of Peter for at least a week, maybe more." Mary asking her in-laws.

"You're scaring us when you talk like that, what's going on?" May is being very worried for her in-laws.

"It's better you don't know all the details, it's for you own safety and for our son's, what we're mixed up in, it's very huge, we found out something during one of our missions, but we don't have any hard evidences to back up this revelation just yet, perhaps we'll find the answers we seek once we make it to Europe. We'll tell you everything once we get back from the trip, assuming we'll ever get back at all." Richard tells Ben and May.

"Richard, you and Mary have been on tougher missions and always managed to come back alive." Ben tells his brother.

"This is more different than anything we've gone against before, Fury is sending us on a mission that doesn't exist and totally off-the-books, not even the World Security Council are aware, and in the event something goes wrong, Fury and S.H.I.E.L.D. will disavow any of our actions, we may end up being label as double agents or traitors to our country, our lives will be over as we know it." Richard told them of the risks they're taking on this mission.

"Then don't do it." May told them not to go.

"We have to, this is our responsibility, not just for ourselves, but for the whole world, but more importantly for our son to have a future to live for." Richard told them why they can't walk away from this.

Richard and Mary along with Ben and May looked to Peter still watching cartoons on the TV, they want what's best for him, to give him a better life than the one his parents chose for themselves.

"I understand, Richard, it's just our father said, with great power comes great responsibility... we'll take care of Peter until you get back, because you will come back, Peter needs you." Ben told Richard.

"We'll do our best to come back home alive, but if the worst should come, we need you and May to promise us that you'll take in Peter and raise him, give him a normal life that he deserves, I know that you both can give him that, promise us." Richard asking Ben and May to take care of Peter.

"I promise, we'll raise him for you." Ben promised Richard.

"We're quite fond of Peter, having him here with us makes us feel like parents." May told her in-laws.

"If we never return, then you both can be his parents, raise him as your own son." Mary told her in-laws.

Richard stands up and looks to his wife. "Mary, it's time."

"I know." Mary is getting up.

Ben sighed as he and May got themselves up. "Godspeed to you both."

Richard and Mary hugged Ben and May goodbye as they know this mission they're about to take could be their last, one they could never come back from, alive at least. After saying goodbye to Ben and May, they walked to the living room where their son is watching cartoons on the TV, they need to be with their son one last time before they leave as they may never see him again. Peter stopped watching cartoons as his parents came into the living room.

"Mom, dad." Peter runs up to his parents and hugs his mother Mary.

Mary hugged and looks upon her son. "Peter, promise mommy that you'll be a good boy."

"I promise, mommy." Peter promised his mother.

Mary teared up as she hugged her son one last time before she gave him a kiss on his forehead, Mary got up in tears as she may never see her son again. Richard got down on his knee and got so close to his son.

"Peter, you'll be staying with your aunt and uncle." Richard told Peter.

"I want to go with you." Peter told his father.

"No." Richard then kiss his son on his forehead before getting back up on his feet.

Richard and Mary then leaves the house to head on their trip to Europe, Peter is left in the care of Uncle Ben and Aunt May while his parents are away.

"Dad!" Peter told his father as he's leaving the house.

Richard stop at the door and looked back at Peter. "Be good."

Richard closed the door as Peter got to see his parents leave him for the last time, Richard and Mary are heading away from the residence about to take their trip to Europe on their most dangerous mission yet, one they may never come back from, Peter stayed behind and is under the care of his aunt and uncle, not know the fate that awaits his parents on this mission.

(Present Day)

The time is 6:30 AM at Avengers Tower as Peter is still in bed until he suddenly woke up from his dreams, he's been staying at Avengers Tower for almost a week during his winter break, he's back working with the Avengers as a reserve member, meanwhile someone is knocking on the door outside his own personal quarters, he gets off the bed and walks up to the door, he opens to see Steve Rogers all woken up and dressed in workout clothes for morning exercise and training, he came by to train Peter as one of his duties is to help train his teammates in hand-to-hand combat and improve their fighting styles.

"Son, it's morning time, meet me at the gym." Steve told Peter before walking away.

Peter yawns and rubs his eyes. "Be right there, Cap."

Peter closed the door as he walks towards the closet to change out of his pajamas, he grabbed a black t-shirt and gray sweatpants, he's about to change for training until he gazed upon a photo of his six year old self with his parents Richard and Mary Parker, he just had a dream of the day his parents were still alive until they left him under the care of Uncle Ben and Aunt May, he didn't hear what his parents talked about but from the way they looked and acted, it wasn't good, it was the last time he ever saw them until he heard they died in a plane crash, he has no idea why he's dreaming about them now since he's moved on, like it's trying to tell him something.

Later at the gym, Steve Rogers is teaching Peter some martial arts, the first one is the Japanese martial art Aikido, Peter make his first move by attempting to grip Steve's neck but he caught his wrist and gain control by redirects his movements and flips him down onto the mat, Peter was bested by Steve as he offers his hand to Peter, he took it and got pulled back up on his feet. Next lesson is Chinese martial art Tai Chi as Steve is showing off his movements and Peter imitating them the best he can as he's still new to this, Steve has his eyes closes mediating, Peter still doesn't know the whole meaning to this training Steve is giving him.

"I don't know the point of this Tai Chi." Peter telling Steve still has his eyes closed.

"It's about finding your inner peace, son, have to take care of yourself, both physically and spiritually. This is the whole point of this training, one of my duties here is to help train my fellow Avengers to improve on their combat skills. I know you can fight well, son, but it never hurts to learn to something new. Alright, enough meditating, let's switch to boxing, put on the gloves." Steve told Peter the point of all this training.

Steve grabbed on a pair of blue boxing gloves and straps them on, Peter puts on a pair of red boxing gloves, they both walked onto the boxing ring about test their skills with their fists, Peter is confused as to why he needs to learn boxing when he already knows how to punch through kickboxing.

"I don't see the need to box, Cap, I already know how to punch." Peter telling Steve.

"Not too much, from what I've seen your fighting style seems to focus on flipping, jumping, swinging, and most of all kicking, you need to learn to strictly use your fists more often when in combat, so for today's training, fists only, no kicking, got it?" Steve tells Peter.

"Got it." Peter told Steve.

"Don't go easy on me, son." Steve has his fist ready.

Peter has his fist ready in boxing position as he made his fist jab but Steve blocks with his left arm and counter attacks with a hook to Peter's face, he left himself open when he attacks Steve.

"You okay?" Steve asking Peter.

"Yeah, I'm good." Peter told Steve.

"Always keep you guard up, son, don't leave yourself open." Steve advised Peter.

"Right." Peter has his fists ready again.

"Come on, make your move." Steve still has his fists up.

Peter toss in some jabs and hooks as Steve is bobbing and weaving each one of them easily, he then counters with a volley of punches as Peter uses his gloves to guard his face, Steve then switched to using an uppercut as he managed to punch him off the ground and he fell down onto the ground, Peter got bested again by Steve Rogers and his mastery in boxing, something Peter sorely lacks in his fighting style as he's mostly an acrobat, a wrestler, and a kicker, but not a boxer. Steve took off one glove and offered it to Peter, he took and got pulled up on his feet.

"Can't believe I've lost to you again, Cap." Peter told Steve.

"You're a great fighter, son, but master every part of yourself, including your fists, it's important to overpower your opponents with force when facing them head on." Steve gave Peter some advice.

"Great advice, Cap, I'll keep that in mind." Peter will take Steve's advice.

"Okay, let's continue." Steve takes off the gloves.

Steve switches to the pads as Peter still has his gloves on, Steve holds up the pads as Peter began to practice his boxing skills Cap is teaching him, he throws in some jabs and crosses while Steve counters back with some strikes of his own, Peter uses the bob and weave maneuver as wells as his arms to block the fists. Sometime later, Steve is holding up the punching bag as Peter is punching and practicing his strikes, using his hips and arms to deliver the force of his punches with so much torque in it. Later after that, Steve and Peter got back to practicing in the ring as Peter is delivering a volley of punches as Steve is using his gloves to block, Peter then switches to an uppercut and managed to land a strike underneath Steve's chin and knocked him off his feet and he fell back, Steve is impressed how much his skills have improved.

"You okay, Cap?" Peter asking Steve.

"Not bad, son, I'm amazed you're able to master your skills in boxing so quickly, you're quite an adept student." Steve is impressed in Peter's process.

"I know another teacher who shares your assessment, not that I mind training, I'd just rather spend my winter vacation with my friends." Peter told Steve.

"I know and I'm sorry if I pulled you away from your friends and neighborhood duties as Spider-Man, it's just that with so many new threats emerging, the Avengers are stretched pretty thin this past week and we're pretty short handed in member that we needed you to fill in. Sorry if this took up your vacation time away from school." Steve told Peter.

"It's okay, Cap, being here makes me feel like an Avenger again." Peter is happy to be an Avenger again.

"You always an Avenger, son, don't forget that you're one of the few who founded it." Steve told Peter.

"It's amazing how much this team has grown, in the beginning we started out with just six, now there's eleven of us. Thanks for the training by the way, Cap, I feel more stronger in my fighting skills than ever before." Peter told Steve.

"You're welcome, I have to admit, training you, you remind me of someone I knew a long time ago." Steve told Peter.

"Who was he?" Peter is curious.

"His name was James Buchanan Barnes, he calls him Bucky, he was a young soldier who served in my unit back in World War II, he was 18 at the time, eager to serve his country despite being so young, but he had heart and great potential, so I took him under my wing and taught everything he knew about being a soldier, I guess you could say that he was like my sidekick. We went on many missions together, he was a great soldier, the bravest hero I've ever known.." Steve told Peter about Bucky Barnes.

"What'd ever happened to him?" Peter wants to hear more of the story.

Steve sighed as this part of the story is hard. "Me and Bucky were able to board HYDRA's warplane The Valkyrie, it was at the near end of the world, right before I went into the ice, we finally caught up to the Red Skull himself, the german war criminal and leader of HYDRA, we were about to stop him until he unleashed his doomsday rocket, it's target was America and Bucky chose to stop it, he didn't hesitate to put his life on the line to disable the rocket even if he knew it could kill him, and it did, he stopped the rocket and save billions of lives, but he gave up his own, he died a hero that day. I saw the explosion with my own two eyes, it still haunts me."

"I'm sorry, Cap." Peter sympathize with Steve.

"Don't be, if he didn't make that ultimate sacrifice, then millions of lives wouldn't be alive back then, including those who would eventually continue their bloodlines and produce the people we have today, possibly you. Bucky gave his life so that we could all have a future to live for." Steve told Peter about Bucky's great sacrifice.

As Steve finished telling Peter about the heroic sacrifice of Bucky Barnes, Natasha Romanoff just entered the gym as she looked like she just returned from a mission, Peter and Steve spotted their teammate making her entrance.

"Hey Nat, how was your trip to Budapest?" Peter asking Natasha.

"It went well, somewhat, I was showing the new guy the ropes on how we do things at S.H.I.E.L.D., we've completed the mission but he ended up with a broken arm, typical rookie. But enough of me, I was sent by Nick Fury to fetch you both, he has a new mission for us, we're summoned to the Helicarrier effective immediately." Natasha told them Nick Fury has summoned them.

"A mission? Why can't he just tell us over the comm?" Peter asking Natasha.

"This mission is level 7 clearance, this is very big that can't be discussed over the comms, this has to be done in person. So suit up, boys." Natasha told Peter and Steve to suit up.

"That's usually my line." Steve told Natasha.

"I use that line too with my team." Peter told Steve.

Sometime later, Spider-Man has already been suited up as Captain America is coming out of his quarters without his signature shield he always carry with him, except for a device equipped with a shield emitter on his back hand.

"Still no shield, Cap?" Spider-Man asking Captain America.

"Afraid not, me and T'Challa were on a hunt for Klaw who escaped Wakanda during the Ultron invasion, we're successful but my shield got shattered by his sonic cannon, T'Challa has the pieces and is attempting to fix it, until then, I'll have to use this new device Stark made for me." Captain America shows off his new device.

Captain America activates it and it emits an energy shield that resembles his regular one, it shall serve as his replacement until he get his shield back all fixed, Spider-Man and Black Widow are amazed by this new toy of Captain America.

"Whoa, that's neat." Spider-Man likes it.

---

It's now 9:30 PM in Siberia on a different timezone at the HYDRA base as the craft has touched down onto the landing pad and it descends deep down, the craft's ramp opens as the Winter Soldier has returned home carrying the case containing the cube. Winter Soldier is being escorted by soldiers as they arrived at the room where Vasily is waiting along with Armin Zola and Baron von Strucker, the Winter Solider finally arrived with the precious cargo in the case, Zola is very eager to gaze upon the cube again.

"Did you finally bring it?" Zola asking Winter Soldier.

Winter Soldier holds up the case and opens it up shining a bright blue light, Zola and Strucker gazed upon the ultimate power in existence, the Cosmic Cube. Zola used his robotic hand to pick up the cube and holds in his hand.

"It's been almost 80 years since I've held it in my hand, it's beautiful, isn't it?" Zola holding and admiring the Cube.

"Indeed, Zola." Strucker agrees with Zola.

"The Winter Soldier truly is the best asset HYDRA has ever produce." Zola is pleased with Vasily.

"Of course, when has he ever failed? The answer is never, he proved himself very efficient time and time again." Vasily is proud of the Winter Soldier's efficiency.

Zola puts the cube back into the case and takes it. "The first part of the operation is complete, the cube is back where it belongs, with HYDRA, now to have it transferred to our secret facility in Ukraine where we shall initiate the next phase of my big plan."

"It's been a pleasure, Vasily, till next time. Hail HYDRA!" Strucker tells Vasily.

"Hail HYDRA." Vasily salutes to Zola and Strucker.

Both Zola and Strucker took the cube into their possession as they're taking their leave with it to transfer it to the Ukraine base. Meanwhile Winter Soldier looks upon the chair he gets strapped to when HYDRA needed him for missions, he starts to remember the last time he was woken up about 11 years ago.

(Flashback)

It's October 11th, 2012, the Winter Soldier is strapped to that chair while the helmet on his head are inducing the brainwashing procedure as Vasily is speaking out the command phrases in Russian, Winter Soldier screams in pain trying to resist it but it's too powerful even for him to block out, he struggles to break free but the restraints are too strong, Vasily finally spoke the last phrase and Winter Soldier stopped screaming as he eventually succumb to the procedure and ready to receive his orders from Vasily.

"What is your status, soldier?" Vasily asking the Winter Soldier.

"Fully mission capable and ready to receive order." Winter Soldier told Vasily.

"Good, these are your two targets." Vasily hands Winter Soldier a folder with details on his two targets. "An associate of HYDRA has requested that theses two targets must be terminated, make it look like an accident, no witnesses."

Winter Soldier studies the details on his targets, someone asked HYDRA to kill off two people and to make it look like an accident, he memorized everything and has no choice but to comply with his orders, kill them without hesitation and there will be no witnesses.

---

It's now 1:55 PM way up in the skies of New York City as the Helicarrier is hovering above Manhattan using it's retro reflection panel to cloak it's hull from the naked eye, the Avengers quinjet is landing down on the runway. Later inside the Helicarrier, Black Widow leads Captain America and Spider-Man into the private conference room where Nick Fury, Maria Hill and Phil Coulson are awaiting them to give them the details of their biggest mission yet, the theft of the Cosmic Cube and the existence of the Winter Soldier, all three heroes entered the room.

"Agent Romanoff, I'm pleased you brought Parker and Rogers here." Nick Fury told Black Widow.

"I aim to please, Director." Black Widow told Nick Fury.

"Why meet at the Helicarrier, Nick? What happened to the Triskelion?" Spider-Man asking Nick Fury.

"After having two near world ending events in the last two years, I've decided to relocate myself to this Helicarrier, that way S.H.I.E.L.D. will always be on alert and fully ready. Have a seat please." Nick Fury tells the three heroes to sit down.

Each of the heroes sat down and awaits details of their next mission as they're wondering what's so important about it that it has to be told in person.

"I'll say this once, this mission is level 7, highly classified, meaning anything said here never leaves this room, clear?" Maria Hill asking the heroes for their discretion.

"I understand, ma'am." Captain America accepts these terms.

"Sure thing, I'm good at keeping secrets." Spider-man told Maria Hill.

"Very well, Coulson, the holo screens if you please." Nick Fury tells Coulson.

Coulson puts up the holo screens for everyone to see, footages of the damage done to the Project P.E.G.A.S.U.S. and the list of casualties that lost their lives defending the facility and failed.

"What exactly are we looking at?" Spider-Man. asking Nick Fury.

"Approximately 1:39 AM last night, a secret S.H.I.E.L.D. facility, codename Project P.E.G.A.S.U.S, has been attacked by a lone operative, he managed to break in undetected and kill a number of lives there all by himself, these are the security footages of the attack, watch." Nick Fury explained to the heroes.

They watched the footages play to see this man managing to best any agent he came across all by himself, whoever he is he's incredibility stronger than a normal human being in strength, speed, and endurance, he's even got a metallic arm on his left side, everyone is surprised how efficient this mysterious operative is in breaking into the facility with all his skill and power, clearly he isn't normal, Cap suspects that he's a super soldier just like him.

"Unbelievable." Captain America is shocked by this revelation.

"Who is this guy?" Spider-Man asking Nick Fury.

"We still don't know his true identity, but we have suspicions that he's HYDRA's most dangerous operative, he goes by his codename the Winter Soldier." Nick Fury revealed that this is the Winter Soldier.

"Winter Soldier? I thought he was a myth." Black Widow is shocked to hear he exists.

"You've heard of him?" Spider-Man asking Black Widow.

"When I was still in the Red Room, we heard tales about a mysterious soldier who committed a number of assassinations in the past 70 years." Black Widow explained what she knows about the Winter Soldier.

"70 years? How is this possible?" Spider-Man is stunned and confused.

"Nobody knows, but then again, we have a super soldier here from World War II at our side, so anything is possible at this point." Black Widow told Spider-Man.

"Okay, all we know is that he exists, but that still doesn't explain why he broke into the facility, there's something else you're not telling us, is there, Director?" Captain America suspects Nick Fury is keeping something from him.

Nick Fury sighed. "Show him, Coulson."

Coulson switches the screens and shows everyone images of the Cosmic Cube, HYDRA's ultimate weapon during World War II, Captain America is stunned to see it again after so many years, he thought the cube was lost during the war. Black Widow and Spider-Man could see this subject felt personal for Cap as he has first hand experience with this powerful object.

"It can't be..." Captain America is stunned.

"What? You know what this thing is?" Spider-Man asking Captain America.

"I sure do, son, it's the Cosmic Cube, a source of unimaginable power, it was HYDRA's ultimate weapon during the war." Captain America then turns to Nick Fury not in a good way. "You had it this entire time, Director Fury!"

"Yes, after the disappearance of The Valkyrie, your old allies the S.S.R. attempted to find you somewhere in the Arctic Ocean, but they only found the cube instead. After the war, the S.S.R. was reorganized and became the agency it is today, S.H.I.E.L.D. had the cube in it's custody for almost eighty years, for research purposes only." Nick Fury explained about the Cube.

"You have no idea what that thing is capable, I do, the amount of power this cube produces is enough to kill millions of lives, this isn't something you can control, I know, the Red Skull held it in his hands and it consumed him. You didn't think to tell us that you had the cube in your possession?" Captain America isn't happy with Fury.

"This was deemed need to know basis, Captain, and you didn't need to know, we couldn't risk HYDRA finding out that the cube still exist." Nick Fury justified his need for secrets.

"So you decided to keep it from us?" Captain America tells Nick Fury.

"It's called compartmentalization, nobody spills the secrets because nobody knows them." Nick Fury tells Captain America.

"Except you." Captain America tells Nick Fury.

"Let's stay focused on the task on hand, Captain, you know firsthand what this cube is capable of, the fact remains is that HYDRA now has it back in their possession, this is your mission Captain, lead a small team and retrieve the cube before HYDRA gets the chance to unleash it's power for their evil purposes." Nick Fury asking Captain America to lead this mission.

"Any idea how to find it?" Spider-Man asking Nick Fury.

"Fortunately, the cube itself emits a unique form of radiation, Gamma radiation to be precise, and with a bit of tracking equipment Dr. Banner designed himself, we were able to pinpoint where exactly it went very recently, according to our experts it's in Siberia." Maria Hill informs the team where to find the cube.

"Russia, so we're going to Russia, again." Spider-Man is stunned to find out it's in Russia.

"Unfortunately yes, Spider-Man, that's where the cube is, like it or not your mission is to go back into Russia and retrieve it before it's too late." Nick Fury told Spider-Man.

"Son, you don't have to do this, me and Romanoff can do this ourselves." Captain America told Spider-Man.

"I appreciate your concern for me, Cap, but if this cube is as dangerous as you claim, then I can't walk away from this, I'm in." Spider-Man agreed to take this mission.

"Are you sure about this?" Captain America asking Spider-Man.

"I am, I'm with you on this mission." Spider-Man made up his mind.

Captain America smiled. "Thank you, son."

"Looks like all three of us are in." Black Widow told Nick Fury.

"Perfect, then the four of you shall travel into Russia to retrieve the cube from HYDRA." Nick Fury told the team.

"Four?" Captain America is confused as there's only three of them.

All of a sudden coming into the room, an African-American man of 30 years of age enters the room wearing some kind of hi tech harness pack on his back and red googles, his name is Sam Wilson, an agent of S.H.I.E.L.D. who will be joining them on this mission as their fourth teammate.

"This is your fourth teammate, meet Agent Sam Wilson, he'll be your wingman on this mission, you'll find him quite resourceful." Nick Fury introduced Sam Wilson to the team.

"What's that on your back?" Spider-Man is curious what's on Sam's back.

"Newly developed flight technology design to deploy wings for aerial combat, it's codename is the EXO-7 Falcon." Sam told them about the Falcon Wings.

"Since you're going to be working with us heroes, we should probably call you the Falcon." Spider-Man suggested Sam goes by Falcon.

"Falcon? It's got a nice ring to it, very well, I'm the Falcon." Sam Wilson is now the Falcon.

"Welcome to the team, Falcon." Captain America told Falcon.

"Thank you, it's an honor to be your wingman, Captain America." Falcon told Captain America.

"One other thing, since you're all heading into snowy environments, we've taken the liberty to provide each of you with your own winter suits for this mission." Maria Hill informed the team.

About three S.H.I.E.L.D. agents came into the room each carrying cases and hold up to open, they presented each Avenger their own versions of the winter suits, all colored white and gray for blending around the snow undetected and equip with state of the art thermals to keep them warm, each hero are pleased to have their own suits.

"Wow." Spider-Man like his own winter suit.

"I trust this is to all your likings." Nick Fury tells the Avengers.

"Very much." Black Widow likes her winter suit.

"Alright Avengers, let's suit up again." Captain America takes his winter suit.

All three heroes are walking away as Spider-Man spotted Coulson looking at him with a concerned look, he has a feeling this is about him, but he's more focused on the mission, he'll have to ask him later as he follows his teammates to get changed. Later outside on the runway, the three Avengers including Falcon are all dressed up in their own winter suits for this mission into Siberia, all four now boarded the quinjet as Falcon takes the control and pilots the craft, the quinjet hovers up in the air as its thrusters are fired up, the quinjet has flown away from the Helicarrier and heading towards the other side of the world to retrieve the Cube from HYDRA. Back on the Helicarrier's command tower, Fury and Coulson watched as it finally out of their airspace heading for Russia, but Coulson on the other hand is feeling uneasy about this Winter Soldier subject as Fury noticed it.

"Something on your mind, Coulson?" Nick Fury asking Coulson.

"Are you sure it's wise to send Parker on this mission? And I'm not talking about his experience in Russia." Coulson is concerned for Peter.

"I know where you're getting at, Agent Coulson, but with the Cube in HYDRA's hands, we need the absolute best from them, including Parker." Nick Fury told Coulson.

"It's the subject about the Winter Soldier I'm more concerned about, even you had some suspicions that he had a hand in the deaths of..." Coulson was about to reveal the truth.

"I know, but he can't know anything about this, not yet." Nick Fury told Coulson.

"But he has the right to know the truth, sir." Coulson told Nick Fury.

"Perhaps he does, but with everything at stake here, I don't want his personal emotions to compromise his judgment for this mission, not now. When the time is right, then he'll know the whole truth, but until then, say nothing, that's an order, understood?" Nick Fury orders Coulson to stay quiet.

"Yes, Director." Coulson reluctantly complied with Fury's order.

Nick Fury and Coulson have vowed to stay silent, they're hiding a secret, something very personal to Peter Parker that involves the Winter Soldier, Coulson is concerned that encountering the Winter Soldier will reveal a terrible truth that will be too painful for Peter to handle, but with the world at stake, Fury and Coulson agreed to keep this secret from Peter until the time is right.

---

It's now January 5th at 3:34 AM on a different time zone, the quinjet flown over the ocean cloaking itself and finally enter Russian Airspace undetected, Falcon is piloting the craft as Spider-Man and Black Widow looked through the cockpit window to see that they're back in Russia one year later since they've escaped the country, meanwhile Captain America is sitting down looking at the tablet examining footages of the Winter Soldier in combat against the S.H.I.E.L.D. agents at the Project P.E.G.A.S.U.S. facility, he finds something very familiar about the Winter Soldier he can't quite figure out.

"We've finally entered Russian Airspace, Cap, heading towards the coordinations now." Falcon informed Captain America.

"Thank you, Wilson, do you best to avoid detection, we don't want to cause an international incident." Captain America told Falcon.

"Not to worry, Cap, the retro reflection panels are working perfectly and the jammers are hiding us from radar, we're completely invisible to everyone." Falcon has everything in hand.

"Can't believe I'm back here again after a year." Spider-Man told the team.

"I didn't know you've been to Russia before, Spidey." Falcon is surprised.

"Not by choice, last year me and Ghost-Spider were both abducted by two Red Room operatives and brought to their secret headquarters here in Russia, they wanted to study our physiologies to see how our spider powers work." Spider-Man explained about his time in Russia.

"Dang, did you know about this, Agent Romanoff?" Falcon asking Black Widow.

"Yeah, I was one of those women who abducted them." Black Widow told Falcon.

"Oh." Falcon is shocked.

"But it's thanks to Natasha that me and Gwen were able to escape the Red Room the first time, we wouldn't made it out of Russia if it wasn't for her." Spider-Man told Falcon.

"Actually, if it wasn't for you, if you never came into my life, I'd still be stuck working for the Red Room as their assassin, but you taught me that I always had a choice, that I could be more than what the Red Room turned me into, and gave me a new purpose, I became an agent of S.H.I.E.L.D. and an Avenger, it's all thanks to you Spider-Man for showing me the way." Black Widow is grateful to Spider-Man.

"You're welcome, Nat." Spider-Man told Black Widow.

Spider-Man then turns and walks back to see Captain America still studying the footages of the Winter Soldier in action, he can't shake off this feeling about him like he knows him from somewhere, Spider-Man wants to ask how he's holding up concerning Nick Fury keeping secrets and this whole thing with the Cube that has him spooked. Spider-Man got a peek of the tablet to see that the Winter Soldier is much stronger and faster than a normal human being, his combat prowess is similar to Captain America's.

"Wow, this guy is as just strong as you are and he can fight just like you, Cap." Spider-Man told Captain America.

"I know, I had my suspicion that he's another super soldier just like me, his speed and strength are obviously enhanced to my level, but it's his combat prowess that concerns me, the way he fights, the way he moves, it's all seems very familiar, I just can't figure out why." Captain America is feeling clueless.

"So how are you holding up? I know you're still upset that Nick Fury kept this whole Cube thing from you." Spider-Man told Captain America.

"I'm not surprised that he kept secrets from me, but the Cube isn't some force to be control, I've seen its destructive capabilities, HYDRA once used it to destroy a city and kill millions of lives, if it's power was unleashed on the United States, the loss of lives will be unthinkable and HYDRA would've won the war, we can't let HYDRA use it's power again or many more lives will be lost again, we need to stop them whatever the cost." Captain America explained about the Cube and the potential danger it can cause to the world.

"And we will, we've gone up against worse things in the past and managed to overcome them together, we'll stop this too, that's a promise." Spider-Man has faith in their heroics.

Captain America smiled. "You always have faith in heroes, and it always pays off."

"Oh, and speaking of Nick Fury, I got the feeling that he's hiding something else from us concerning this mission." Spider-Man told Captain America of his suspicions.

"What makes you say that?" Captain America is curious.

"Back on the Helicarrier, right before we left for the mission, I saw Coulson giving me this look, whatever it is, I think it's about me." Spider-Man suspects that related to him.

"You? I don't understand, what do you have to do with the Cube or the Winter Soldier?" Captain America is confused.

"Nothing, I've never even heard of the Cube or this Winter Soldier until very recently, but I could tell that they're hiding something from me." Spider-Man told Captain America.

"Well, whatever it is, we'll figure it out once we get back from the mission, I promise." Captain America tells Spider-Man.

"Thanks, Cap." Spider-Man is grateful to Captain America.

"Cap, we're about to arrive at the place in 30 minutes." Falcon piloting and informing Captain America.

The team are preparing for their mission as the quinjet is still heading to the place where the Cube's gamma signature was last spotted, it's managed to avoid detection so far.

---

Back at the underground Siberia HYDRA base, Vasily is up at the observation room looking at the simulation room where the entire place simulates an urban environment with small corner and streets with cars and signs surrounded by buildings as the Winter Soldier is down below armed with his rifle and ready to practice his combat skills to keep them sharp for future missions he'll most likely face if the situation requires it, a group of practice drones are all placed into position all armed and ready to fight against the Winter Soldier, Vasily got his hand on the mic as the speakers all around the area are ringing.

"Time for practice, soldier, your objective is the eliminate every threat in this urban area, and remember that they're programmed to use live fire for this simulation, so kill and survive at any cost, understood?" Vasily talking to the Winter Soldier through the speakers.

"Yes, sir." Winter Soldier comply with the order.

"Very well... Begin!" Vasily tells Winter Soldier as the bell rung to initiate the simulation.

All the drones are programmed to use live fire and kill the Winter Soldier to make this simulation more challenging, Winter Soldier then runs and takes cover behind the corner of a wall, he set his rifle to semi auto, then leans out and aims his rifle, he fired off some headshots and took out several drones on the rooftops. He then runs and moves down an alleyway as couple drones are heading his way, he puts away his rifle and pulls out his knife, he moved in quickly and used his mastery in knives to stab one drone in the head and slice off the other's neck with all his strength. After he took down the two drones, he then processed to climb up towards the rooftop, he finally made it to the top and looks down at the streets to see squad of drones down below, he pulls out his rifle from the back and aims the attached grenade launcher, he fired it upon the group down below and destroyed them all at once. Back up in the observation room, Vasily is watching the Winter Soldier living up to his expectations of him.

"Impressive, but let's make this interesting." Vasily talking through the speakers.

Winter Soldier still has many drones left to destroy, but he then hears something making a propelling sound, he looks up to see an attack helicopter armed with weapons heading his way piloted by a drone, Vasily has decided to make this more challenging to see if the Winter Soldier will over it. The helicopter has a lock on the Winter Soldier, a pair of missiles were launched as he runs away from the rooftop and jumps down onto the alley, the missiles blew up on the rooftop as the Winter Soldier managed to dodge them and survive down on the ground in time. He managed to dodged the missiles, but he's not out of danger yet as the helicopter hover above in the air, it began firing bullets as Winter Soldier is running out of the alley using his speed and agility to jump and overcome any obstacles in his paths, he made it out of the alley.

He then look to see some drones heading towards him, including one on the back of a pickup truck with a minigun turret mounted, they all started shooting as Winter Soldier runs to dodge the bullets, he took cover inside of a building as the helicopter is heading his way about to fire more missiles, Winter Soldier is forced to fight back by firing off the grenade from his rifle and blasting the pickup truck off the ground, he even took out a couple drones with that blast, but several more remain as he switches to shooting bullets and took them all out at once, he managed to defeat all the drone but the attack helicopter launched a couple more missiles as Winter Soldier quickly rushes outside the building and it got blown up right behind him, the shockwave knocked him off balance as the rifle slip off his hands.

Winter Soldier gets back up on his feet as he's not out of danger yet, the helicopter is still hovering in the air attempting to lock onto the Winter Soldier who is disarmed of his rifle and is at a huge disadvantage without his weapon, the helicopter fired off bullets as he runs away taking cover in a replica of a restaurant, the helicopter still rain down bullets as the Winter Soldier is figuring out another way to destroy it without his rifle, he assess his environment to find another way to destroy the helicopter, he looks at the downed pick up truck he took out earlier, the trucked is tilted but it's mounted minigun is still intact. But he can't go out otherwise the helicopter will shoot him down the first chance it'll get, he'll need a diversion to draw away it's attention for him to make his move to grab the minigun.

Winter Soldier looks at the kitchen of this replica restaurant he's in, he found some propane tanks inside, he grabs them and moves them to the middle of the restaurants, he opens them up and they leak out gas inside the room, he then quietly makes his retreat outside the back trying to avoid detection from the helicopter, he took cover behind some car parked in the parking lot, he pulls out his sidearm and aims at the back door opening of the restaurant towards the propanes tanks, he pulled the trigger and fired off a round at the tanks, they all blow up and ignited the gas inside the restaurant, the helicopter witness the restaurant blown up, Winter Soldier rushed towards the down truck while the helicopter is distracted, he grabbed the mounted minigun and ripped it off the truck.

The helicopter turns around to face it's target, Winter Soldier is holding up the minigun and aims at the helicopter, he unleashed a barrage of bullets upon the helicopter, the bullets are causing so much damage to it's hull, the bullets eventually made it to it's tail and knocked the propeller off as it's spins around out of control unable to maintain itself, the helicopter eventually crashed down upon the replica theater, Winter Soldier stopped firing and dropped the minigun to the ground as he walks over to check the wreckage, he got a closer look to see that the drone piloting the helicopter is still active and trapped. Winter Soldier pulls out his sidearm and aims it at the damaged drone, he pulled the trigger and shot several rounds at it's head, he successfully took them all out as Vasily watched and is impressed with the Winter Soldier's efficiency.

Vasily is clapping through the speakers. "Well done, soldier. You never cease to amaze me, you will always be HYDRA's best soldier."

---

Meanwhile far away outside of the hidden HYDRA base, Falcon initiated the landing proceduce and lands the quinjet very far away from the coordinates of the Cube's gamma signature as to avoid detection from HYDRA, the ramp opens up as all four heroes are wearing their winter suits to blend in with the snowy environment, they headed out of the quinjet and walk through the snowy grounds as Black Widow is holding up her handheld device to trace the coordinates of the cube's last known location, they kept on walking until they made it to what appears to be open field of snow and rocks.

"Okay, these are the coordinates, but I don't see anything." Black Widow informs the team.

"HYDRA most likely has their base hidden underground, so there must be an entrance somewhere around here." Captain America figured that it's hidden.

"So let's go find it." Spider-Man is eager to find the way in.

"Hold on, son, we can't just roam around in the open, HYDRA doesn't know we're here yet, we have to do this under the radar." Captain America tells Spider-Man to stay put.

"No problem, Cap, I got this." Falcon has a solution.

Falcon then uses his wrist device to deploy the red drone stored on the back of his wing pack and controls it, all three Avengers are surprised to see Falcon's new toy hovering around in the air and flying up to do some reconnaissance, the drone's eye lens scans the area using thermal and x-ray, Falcon along with the Avengers looks at the wrist screen to see what the drone is seeing, HYDRA's base underground and some heat signatures moving around.

"Wow, that's impressive, what is that thing?" Spider-Man is impressed with Falcon's new toy.

"That drone is my little wingman, I like to call it Redwing." Falcon smiled as he calls it Redwing.

"Okay, so what does Redwing see?" Black Widow asking Falcon.

"There's definitely a base underground, a lot of heat signatures inside but no sign of the Cube, he found the surface entrance but it's guarded by two men inside." Falcon informs his teammates.

"So we won't take the entrance, there must be another way inside." Captain America suggests taking another approach.

"Redwing did find what appears to be exhaust vents that runs through the entire facility and where they come out." Falcon informs his teammates.

"That's our way in, let's go." Captain America tells his teammates.

The four heroes all walked away as they found another way into the facility itself undetected, Redwing leads the way to where the exhaust vents lead up to the outside, they found a huge opening in the snowy ground where a lot of steam are pouring out, Redwing returns back onto the Falcon's wing pack.

"Okay, we're going in, stay sharp." Captain America tells his teammates.

All four descended down into the exhaust vents and began their infiltration of the facility undetected, they're overcoming any obstacles in their path and avoid security. Sometime later very deep down into the base, a pair of HYDRA soldiers are patrolling around the hallways, meanwhile the exhaust vent above slowly opens up as Spider-Man came out to take a peek, he spotted the guards walking towards the elevator, one of them has a keycard that he swipes into the slot, the elevator doors opens as they all got inside together. The elevator doors closed as all four heroes dropped down onto the floor, they've managed to sneak inside undetected, nobody knows they're here.

"We're in, nobody know we're here yet." Captain America tells his teammates.

All of a sudden the door behind them opens as they turn around and spotted two more HYDRA soldiers coming out, they've spotted the intruders here in their base, they attempted to aim their guns at them, but Spider-Man quickly webbed them up together before they could do anything and ruin their element of surprise, Black Widow walked up to the two webbed up HYDRA soldiers and aims her gauntlets at them, she tased them both as they fell unconscious, Widow then checks their pockets for something useful.

Spider-Man sighed. "That was too close."

Black Widow pulls out a keycard from the HYDRA soldier. "Got it, this could be useful."

Spider-Man looks around the base. "This place seems very old, like sixty years old."

"Must be an old Soviet-Era base from the Cold War, a lot of places like these are scattered throughout Russia, no surprise that HYDRA turned it into one of their hideouts." Black Widow explained about the base.

"Any ideas where to look, Falcon?" Captain America asking Falcon for directions.

Falcon looks at the wrist screen of the scan of the base. "This place is humongous, but there appears to be a giant structure in the middle of the base, about the size of a city block, but the cube's last energy signature reading should be on the south side of this base."

"Let's split up, Falcon and Widow, you two search the south side of the base, Spider-Man and I will head for the giant structure and check it out, be careful and stay in touch." Captain America told his teammates.

"Got it, let's go, Wilson." Black Widow walks away with Falcon.

"Come on, son." Captain America tells Spider-Man.

Black Widow and Falcon spilt up and heads towards the south side of this base while Captain America and Spider-Man went in the opposite direction, unknown to anyone here in the hallway, the security camera is hidden nearby in the corner watching the intruders split up, Vasily is in his office watching the surveillance footage of the intruders, one of them is Captain America, HYDRA's main enemy, he then attempts to make contact with his superiors in Ukraine, on the big screen Armin Zola and Baron von Strucker appears as Vasily finally reached them.

"Vasily, what is the meaning to this call?" Strucker asking Vasily.

"Zola, Strucker, I apologize for the interruption, I know that you're both very busy with the Cube, I thought you should know that my base has now been infiltrated by the heroes, several of them are Avengers leaded by Captain America." Vasily informs his superiors.

"S.H.I.E.L.D., figures they've come knocking on our doors after the Cube theft, how fortunate for us." Zola seemed glad they're here.

"I shall have the Winter Soldier take care of the intruders." Vasily tells his superiors.

"Good, while you're at it, make sure none of them leave here alive ever, initiate the self destruct sequence." Zola orders Vasily to destroy the base.

"Sir?" Vasily is confused.

"We finally have an opportunity to kill off all our enemies at once, either the Winter Soldier succeeds in killing them, or he keeps them busy long enough until the base is destroyed with all of them inside it, either way we shall win. Initiate the self destruct sequence now." Zola orders Vasily to blow up the base.

"Yes Zola, it shall be done." Vasily comply with the order.

"Hail HYDRA!" Zola and Strucker salute together.

"Hail HYDRA!" Vasily salutes to his superiors.

Zola and Strucker cuts transmission as Vasily then uses his master key to initiate the self destruct sequence to the whole base, the timer is counting down from 20 minutes until the whole place is destroyed along with anyone in it, meanwhile the Winter Soldier came into the room all armed and ready for combat, Vasily has a new mission for him, possibly his last mission for HYDRA.

"Soldier, I have a new mission for you, kill off Captain America and his allies, but most of all, make sure none of them leave this place alive." Vasily gave the new orders.

Winter Soldier pulled the assault rifle on his back and holds it up. "It shall be done."

Winter Soldier walks away from the office as Vasily stayed behind to monitor the whole surveillance system to keep an eye on things happening right now, the clock is ticking down until this whole place goes under the rumble. Vasily spotted Black Widow and Falcon heading this way, he then triggered the alarm as the whole base is now on alert. Black Widow and Falcon are running until they stopped and heard the alarms go off, they lost the element of surprise as HYDRA knows they're here.

"Great, so much for the element of surprise." Falcon tells Black Widow.

"Yeah, they know we're here, we better hurry." Black Widow tells Falcon.

Black Widow and Falcon attempts to move fast but more HYDRA soldiers came out in swarms aiming their guns, started firing as Falcon summons his wings to form defensive shield to protect himself and Black Widow but bullet fire, Falcon has no choice but to maintain his defenses as the HYDRA soldier still kept on firing their guns.

"What's the plan?!" Falcon asking Black Widow.

Black Widow draws out her pistols from her holsters and dual wields them. "You block, I'll shoot."

"Got it." Falcon kept up his defenses.

Falcon started moving forward maintain his defenses as Black Widow leaned out from Falcon's wing shield and started firing off some rounds and took out several HYDRA soldiers with great precision and accuracy, only five are left shooting their rifles, Black Widow's pistols ran out of ammo as she attempts to reload, Falcon then took matters into his own hands as he uses his pack's thrusters to boost himself forward and plows through them at once, Widow pulls out her electro-batons and merge them together into a electro-staff as she runs forward and zaps them all out, Falcon then spotted two more coming from the opposite direction, he pulls out his twin guns and began shooting rapid fire bullets, he took them both down at once, Black Widow finished taking the remaining HYDRA soldiers and sees that Falcon has done his part too.

Meanwhile in another part of the facility, Spider-Man and Captain America are also facing off against HYDRA soldiers, Cap is using his new energy shield to protect himself against bullets as Spider-Man fired off some webbing to jam the barrels, after he's done taking away their ability to shoot gun, he then rushed towards them and does the hurricanrana on one of them, then does the martelo de negativa on the other, Captain America charged in and tackled the soldier with his energy shield, he then spotted several more coming in, he then tests out the shield's other function of being tossed and used as a projectile as it hits and bounces off them just like his vibranium shield does, the shield eventually disappears as Captain America can summon a new one from his device, Spider-Man finished taking down his share of bad guys, he took off a keycard from one of them.

"How's the new shield working out?" Spider-Man asking Captain America.

"Not bad, but I prefer the classic, at least she had personality. Let's go." Captain America told Spider-Man.

After they're done taking down the bad guys, they both proceeded ahead towards the larger structure of the facility, they finally arrived at the steel door as Spider-Man uses the keycard he took off a HYDRA soldier he just defeated recently, he slides it in and gains access, the door opens as Spider-Man and Captain America carefully enters the larger structure to find what appears to be buildings along with cars and signs, this room resembles an square block of an urban environment, judging from the wrecked helicopter and some of the damaged buildings, this place must be some kind of simulation for training.

"What is this place?" Spider-Man asking Captain America.

"Looks like a training ground, built to simulate an urban environment, I had no idea HYDRA would have something like this built deep underground." Captain America explained to Spider-Man.

Spider-Man's spider sense tingles as danger is nearby. "Oh oh, trouble Cap!"

"Where?" Captain America is on alert.

All of a sudden, a grenade round was fired from the launcher underneath the barrel, Spider-Man pushed Captain America out of the way as the grenade blasted the ground, the force of the blast pushed them hard towards the nearby building, this operative started firing off some rounds as Captain America summoned his energy shield, he escorted and protected Spider-Man into the building and they both took cover, the bullets stopped firing as they got a peek to see a soldier dressed in black with a metallic arm aiming his rifle, he's the one who fired off that grenade round that almost killed them, they immediately recognized him as the Winter Soldier from the footages of the attack on the Project P.E.G.A.S.U.S..

"It's him." Captain America tells Spider-Man.

"Great, so we get to face off against the Terminator in person." Spider-Man made a joke.

"The what?" Captain America is confused by that name.

"Never mind, what's the plan, Cap?" Spider-Man asking Captain America.

"We need to capture him alive, he may know about what happened to the Cube and where it is." Captain America tells Spider-Man.

"It's not going to be easy, this guy managed to take on an entire platoon of S.H.I.E.L.D. alone, if he is a super soldier, then he'll be difficult to capture." Spider-Man tells Captain America.

"Difficult, but not impossible. Besides, there's two of us and only one of him. Get his attention, I'll try to get close enough to face him in combat." Captain America remains optimistic.

Winter Soldier reloads another grenade round into the launcher, he aims it at the building the two heroes are taking cover inside, they see him aiming his rifle with the grenade round in the chamber, they both rushed and jumped outside as Winter Soldier fired off the round and it blew up the building interior, Spider-Man is swinging around firing off a volley of webbing to get his attention, Winter Soldier switches to auto and started firing off bullets, Spider-Man lets go the line and does the barrel roll in the air dodging the bullets easily, Captain America summons up his energy shield as he tossed it towards the Winter Soldier and knocked him off his feet. He then gets back up and aims his rifle at Captain America, but Spider-Man webbed up the rifle and yanked it off his hands, he got disarmed but he then switches to his side arm and started shooting few rounds, Captain America uses his energy shield to block the incoming fire.

Meanwhile at the same time in another part the facility, Vasily is watching the whole fight happening right now, Winter Soldier is engaged in combat against both Spider-Man and Captain America, Winter Soldier is managing to hold his own against them despite one of them being more superior in terms of strength, Vasily then looks at the other screen to see Black Widow and Falcon heading towards his office, he then makes his leave as he opens up a hidden passageway behind a big bookshelf, he went down the passageway and close the door behind him, Black Widow and Falcon finally made it to the office to see that nobody is here but screens showing off live feeds of Winter Soldier fighting off Spider-Man and Captain America in the training room, Black Widow then attempts to hack into the computer on the desk to find information on the Cube, but Falcon looks around to find the timer is counting down, only thirteen minutes remaining.

"Ah, Widow, we got a huge problem." Falcon tells Black Widow at the desk.

"What is it?" Black Widow asking Falcon.

"That." Falcon pointing towards the timer.

Black Widow became shocked. "Crap, they're going to blow up this whole base with us in it, we have to warn Cap and Spidey before it's too late. Come on!"

Both Black Widow and Falcon rushed out of the room heading towards the training room to warn Spider-Man and Captain America that this whole base will soon be blown up in twelve minutes. Back in the training room, Winter Soldier uses his metallic arm to deliver several barrages onto the energy shield Captain America is using to protect himself, the shield can't too much abuse as it has it's limits, Winter Soldier deliver the final punch and breaks through the energy shield and punched Captain America hard to the ground. Winter Soldier pulls out his side arm and attempts to pull the trigger, Spider-man came in swinging and kicked Winter Soldier hard away from Captain America, saving his life.

Winter Soldier pulls out his combat knife and started swinging trying to cut Spider-Man who is too quick to land a cut as he kept on dodging, he then manage to counter back by webbing up Winter Soldier's face mask, blinding him. Spider-Man uses a crescent kick to knock the knife off Winter Soldier, he then jumps and does the hurricanrana, he flips the Winter Soldier down hard on the ground. Spider-Man has bested the Winter Soldier in combat as Captain America got back up and joins next to him, Winter Soldier is getting back up and removes the googles and face mask, he then turns around and shows his true face, Captain America became shocked to see his face, even though he looks older than before, he immediately recognized him as Bucky Barnes who was presumed dead and lost at sea during the war.

Captain America became stunned. "Bucky?"

"Who the hell is Bucky?" Winter Soldier doesn't know who that is.

Winter Soldier pulls out another knife strapped to his back, he then charged in and attacks both heroes as they split up, Captain America is pulling back dodging the knife attack refusing to fight back against his long lost friend, his device has been recharged as he summoned another energy shield to protect himself from Bucky's attack, Winter Soldier's metallic arm holds the knife as he about to thrust it downward until Spider-Man webbed up his metal arm and holds it in place, Winter Soldier pulls with so much strength and pulled Spider-Man along with the line as he strikes back with an spinning back fist with his left arm, he hits Spider-Man hard that he fell down to the ground. Meanwhile Vasily is hiding nearby witnessing the fight in person, watching his asset besting Spider-Man in combat.

Spider-Man flips back up on his feet as the Winter Soldier is charging in for another knife attack, Spidey calms himself down and focuses using what he learned in Tai Chi, he got close enough to swing until Spider-Man manage to grip the metal wrist and used the Aikido technique Captain America taught him earlier and redirect his movements and flips him down, he even disarmed Winter Soldier's knife in the process, Captain America witness Spider-Man using the techniques he taught him efficiently. Winter Soldier gets back up and switches to hand to hand combat, boxing to be precise. Winter Soldier tossed in some jabs and crosses as Spider-Man recognized those moves from his sparring with Captain America, he decided to fight back with some boxing off his own he learned recently, he bobs and weaves dodging his attacks, Winter Soldier attempts to throw in a right hook as Spider-Man used his left arm to block, Spidey then counters with an uppercut to Winter Soldier's face and knocked him off his feet, he landed next to his pistol on the ground.

"You've done well, son, I'm impressed." Captain America is proud of Spider-Man.

"Thanks, looks like all that training you gave me finally paid off. So this guy is your friend?" Spider-Man is curious about Bucky.

"Yeah, this is James Buchanan Barnes, also known as Bucky." Captain America told Spider-Man that this is Bucky.

"I don't think your friend recognizes you, Cap, he's still trying to kill us." Spider-Man told Captain America.

"I know, HYDRA must've done something to him to make him this way, there's no way he would ever serve them of his free will or attack a friend." Captain America told Spider-Man.

"Then try to reach him as a friend, if any part of him is Bucky, then he'll remember you. Show him your face." Spider-Man told Captain America who looked to him with confusion. "Trust me."

Winter Soldier picked up his pistol on the ground and stands back up to fight back against his enemies, he aims it at the heroes as Captain America is taking off his helmet and shows off his face as Steve Rogers, the Winter Soldier hesitates as he's confused to this feeling, why he can't bring himself to pull the trigger. Steve could tell that showing off his face is getting through to him, Vasily is still hiding himself as he sees the Winter Soldier hesitating to pull the trigger, he slowly pulls out his gun attempting to take matters into his own hands if the Winter Soldier refuses to comply with his orders. Meanwhile up in the observation deck, Black Widow and Falcon finally found a huge urban environment built into this base, they look down to see Spider-Man and Captain America with the Winter Soldier aiming a gun at them.

"There they are, all we need is a way down." Black Widow told Falcon.

"Leave that to me." Falcon summoned his wings in front of Black Widow. "Hold on to me tight."

Black Widow held her arms around Falcon's neck as he fired off some bullets at the observation window, he ran out with Black Widow and jumped out flying both himself and Black Widow around the training room as Spider-Man spotted his teammates in the air flying towards them, Captain America slowly walks up to Winter Soldier still aiming his gun as he fired off a warning shot on the ground to make him stop, but Steve didn't show fear as he's trying to reach through to his friend. Falcon finally landed himself and Black Widow on the training ground next to Spider-Man as they're confused as to what's going on here, but they needed to warn them about the self destruct sequence happening right now.

"Spidey, Cap, we have to get out of here right now, this place is about to blow up very soon!" Black Widow warns her teammates.

"What's going on here?" Falcon asking Spider-Man.

"The Winter Soldier is Cap's long lost friend from the war, his name is Bucky, Cap is attempting to reach through to him." Spider-Man explained to his teammates.

"And this couldn't happen at a worst time?" Falcon told Spider-Man.

Steve is attempting to reach out. "Bucky, you know me."

"No, I don't! Stay back!" Winter Soldier still aiming his pistol.

"You were a soldier, we fought together in the war, you name is James Buchanan Barnes." Steve told Winter Soldier his real name.

"SHUT UP!" Winter Soldier yelled out as fired out another shot passed near Steve as a warning.

"Bucky, this isn't who you are, you're not an assassin, you're a soldier, one of the best soldiers I've ever known in my life, you once sacrificed your own life to save your country from HYDRA. Please Bucky, try to remember who you are!" Steve still reaching through to Bucky.

Winter Soldier still aims his gun at Steve Rogers, but his hand is shaken as he's starting to feel conflicted inside his head, Steve's words are reaching through to him as his mind is starting to flood with memories, Vasily is still hiding as he could see that Winter Soldier's programming is started to break, this is a huge problem, he slowly walks out of hiding ready to take matters into his own hands.

Winter Soldier drops his gun and fell down onto his knees, he places his hands on his head in pain. "Something is wrong, my head!"

"Don't fight it, Bucky, remember who you are!" Steve tells Bucky to remember.

Winter Soldier is yelling out in pain as memory flashes of his old life is starting to coming back, he remembering that time he was an 18 year old soldier who was assigned overseas to fight against the Nazis, that was the day he meet Captain America, he remembers being taken under his wing and Captain America taught Bucky everything he knew about being a soldier, they went off fighting against HYDRA together, even at the near end of the world on The Valkyrie where he volunteered to stop the rocket from destroying the United States by sacrificing his life to denoting it before it could ever reach the eastern seaboard and saving millions of lives. The next memories he remembers were after the detonation of the rocket, he finds himself strapped down screaming in pain as Zola and HYDRA has him as their prisoner, he found out that his left arm was amputated by the blast and being replaced by a new bionic arm, they even enhanced his physiology using a variant of the super soldier serum they reverse engineered, they're turning him into their new weapon. He remembers being brainwashed by Zola into making him follow HYDRA's command without question

"You belong to HYDRA now, you are our super soldier, our Winter Soldier." Zola's voice inside his head.

"Stop, this is too much!" Winter Soldier is feeling too much head pain.

"Come back, Bucky, you can still return to being the good man I know you once were, it's not too late." Steve tells Bucky.

Winter Soldier is still fighting between his old memories and his programming, he picked up the gun and started to get back up, he aims it at Steve who isn't backing away, Spider-Man, Black Widow, and Falcon are being vigilant as to what the Winter Soldier is about to do, none of them are aware that Vasily is coming out of hiding and holds his gun about to shoot at the heroes starting with Captain America. Spider-Man's senses are tingling as danger is about to happen, he assumes that it's coming from the Winter Soldier as he attempts to warn Captain America who can see that Bucky is feeling conflicted.

"Cap, you gotta pull back, this isn't working!" Spider-Man tells Captain America.

"Yes, it is, Bucky, I know you're in there, don't give up!" Steve tells Bucky to come back.

Vasily raised his gun aiming at Captain America as Winter Soldier raised his gun pointing at Captain America, Spider-Man aims his web shooters along with Black Widow aiming her gauntlets and Falcon drawing out his twin guns, all three are about to intervene and backup Captain America if this attempt to reach through to Bucky fails and he kills Cap, they won't hesitate to fight back and do what needs to be done. Winter Soldier still aiming his gun at Captain America while still conflicted with his old life as Bucky Barnes and his programming as the Winter Soldier, he's unsure what to do while Vasily is about to intervene by taking the shot at Captain America.

"Remember who you are, Bucky Barnes." Steve reaching through to Bucky.

Winter Soldier is still conflicted as he makes his first move, he pulls the trigger and made the shot, everyone here is stunned to see that Winter Soldier pulled the trigger but Captain America is still standing completely unharmed, they realized that Winter Soldier was shooting at Cap as they turn around to see that HYDRA base commander Vasily has been shot holding a gun, he drops his gun and falls down to the ground, he dies as everyone realizes that the Winter Soldier just saved Captain America's life, he's back to being Bucky Barnes again.

"I... remember..." Winter Soldier faints and falls down.

"Bucky!" Captain America rushed to Bucky's side and tends to his long lost friend. "Bucky? Bucky, wake up!"

Winter Soldier is waking up and sees Steve Rogers here in person. "Steve? Is that you?"

"Yeah, it's me, Bucky." Steve tells Bucky.

"I thought you were dead." Bucky is confused.

"I thought you were dead too, I have so many questions to ask you." Steve tells Bucky.

"Look, this is all a very touching reunion, but now isn't the good time, this whole base is about to blow up in six minutes, we have to go now!" Black Widow reminded them they're not out of trouble yet.

"Right, time to go, Cap!" Spider-Man hands Steve his helmet.

Captain America puts his helmet back on as Winter Soldier picked up his battle rifle, all five of them are about to leave the base until HYDRA reinforcements finally arrived in the training ground blocking their only way out, HYDRA found their base commander Vasily dead on the ground and the Winter Soldier switching sides to the heroes, they attempt to prevent their escape by any means necessary, the heroes realizes that their escape won't be easy.

"So much for escaping." Black Widow tells her teammates.

"Then then only way out is through." Spider-Man tells his teammates.

"Let go through them then, ready to take the fight to HYDRA, Bucky?" Captain America asking Winter Soldier.

Winter Soldier smiled as he holds up and cocked his rifle. "Just like old time, Cap."

HYDRA then opened fired on the five as they split up in separate direction, Winter Soldier fired off a grenade round from his rifle and blasted several HYDRA soldiers off the ground, Falcon is flying around in the air flying off some rounds from his twin guns and took out couple more, Spider-Man is swinging and dodging the bullets firing down some webbing to incapacitate them, Black Widow is running up close using her electro batons to strike and stun them with her stick fighting skills, Captain America used his energy shield to run and tackled one who was shooting at him very hard, then he spotted several more in his direction, he tossed it at them and it took them all out at once. Unknown to Cap, one was coming up behind him with a knife about to strike but Winter Soldier intervened and punched him with his metallic arm, Cap turned around to see that Bucky just saved his life.

"Always keep you head on a swivel, Cap." Winter Soldier smiled at Captain America.

"Don't forget who taught you that, Buck." Captain America smiled back.

The battle still raged on as Falcon is still flying around in the air shooting any HYDRA soldiers in his flight path, one of them was firing his rifle in the air until one of his bullets managed to shot Falcon in the arm and he spirals out of control in the air about to crash down on the ground, he got hit and is seriously injured in the right arm, a couple of them are coming closer to Falcon down on the ground aiming their rifles about to kill him, but Spider-Man and Black Widow intervened and took out two of them together, they rushed to their injured teammate with a bullet wound on his right arm.

"Falcon, are you alright?!" Spider-Man asking Falcon.

"I'll live, but my wing is clipped." Falcon is seriously hurt on his right side and it's bleeding.

"Stay still." Spider-Man aiming web shooter towards Falcon's injured arm.

Spider-Man fired a small batch of webbing onto the bullet wound and stopped the bleeding from leaking out, his webbing became a makeshift cast, Spider-Man and Black Widow helped Falcon back up on his feet to see that the bleeding has stopped and he now has a cast made entirely out of webbing.

"Thanks, Spidey." Falcon is grateful to Spider-Man.

"Don't mention it, the webbing should help suppress the bleeding until we get you to a doctor." Spider-Man tells Falcon.

Captain America punched out a HYDRA soldier. "I think that's all of them, let's get out here!"

Captain America and Winter Soldier leads the way out as Spider-Man and Black Widow are helping Falcon runaway from this place, the alarms in the hallway is ringing so loudly as the place is about to blown up in seconds, they reached the elevator that leads up to the surface entrance, they all entered and pressed the button as it's take all five of them up to the surface. Back inside the base, the timer has only 30 seconds left until the self destruction of the base is complete. The elevator finally made it to the surface as all five are running far away as they can before it's too late, back inside the base, the timer has finally ran out as the whole base is being blown up by explosives and destroying everything inside. Back outside, all five made it to a safe distance as the explosion has made it outside and the whole ground started to collapse down, they look back to see that the Siberian HYDRA base has been completely destroyed.

"We made it." Black Widow tells her teammates.

"Yeah, sorry if your home was blown up, Mr. Barnes." Spider-Man tells Winter Soldier.

"Don't be, it was never my home, it was a tomb. I'm just glad to be finally free of that place, thank you all for saving me from HYDRA and for giving me back my freedom." Winter Soldier is grateful to the heroes.

"You're welcome, Bucky, even though we couldn't get the Cube back, I'm grateful to have my friend back, and that's worth more than the Cube itself. With any luck, the Cube was destroyed in the explosion, that should be the end of it." Captain America tells Winter Soldier.

"The Cube isn't there anymore, Cap, it wasn't destroyed, HYDRA still has it." Winter Soldier informed Captain America.

"What?" Captain America is stunned to hear this.

"Zola and Strucker had it moved to another facility, they still have it in their possession." Winter Soldier told Captain America.

"Do you know where?" Captain America asking Winter Soldier.

"I do." Winter Soldier confirmed it.

"We'll have to do that another time, we have to go right now, no doubt the Russian government will noticed the large fireworks show happened in their backyard, we really need to be gone before they arrive." Black Widow told her teammates.

"Right, Agent Romanoff, it's time to head on home, all of us." Captain America tells his teammates.

"Home..." Winter Soldier hasn't been back in America as himself in a long time.

All five are leaving the area before the Russian military arrive at the scene, they boarded the quinjet as Black Widow takes the cockpit and pilots the craft, the quinjet flies away from the area cloaking itself, Spider-Man is helping Falcon settle down on the cot to recover from his injuries until he sees a doctor back in the states, Winter Soldier has finally returned to being Bucky Barnes again, he's heading back home for the first time in a very long time.

---

At the same time in the secret HYDRA facility hidden somewhere in Ukraine, a lot of HYDRA technicians are working overtime into assembling the testing chamber needed to test out the Cosmic Cube in action, Zola and Strucker are awaiting news of Vasily reporting back with results on the destruction of the base and the deaths of the heroes especially Captain America, but there hasn't been any response back from Vasily since then, something went wrong in the process as they suspected.

"Still no word on Vasily." Strucker informed Zola.

"I figured as much, we have to assume that Captain America and his allies survived the explosion and Vasily is presumed dead. So much for killing off all our enemies." Zola then opened up the case and picked up the Cosmic Cube, he holds it up in his hand. "But in the end, we were still successful nevertheless."

Strucker smiled in pride. "Indeed, Zola. You know firsthand about the Cube and it's power, what can it do?"

"So many things, my friend, as you shall witness it in action, now is the time to unleash the power of the Cube. Shall we?" Zola holding the Cube.

Stucker smiled as he gets to see what the Cube is capable of firsthand, he and Zola heads down the testing chamber with the Cube about to test out it's power for the first time in 80 years, HYDRA has big plans for it in their quest to shape the world in their image.

---

It's nighttime back in the states, at Avengers Tower, Spider-Man, Winter Soldier, and Black Widow are in the living room relaxing after returning back from Siberia awaiting to debrief Director Fury about the mission, Captain America heads into the med bay where music is being played around in the room, he enters to check up on Sam Wilson being treated by a S.H.I.E.L.D. doctors who are slowly removing the bullet lodged inside his arm, the doctor managed to pull it out as Sam flinched, one of the doctor put the bullet onto the tray as the other one is wrapping bandages onto the arm.

"How is he, doctor?" Captain America asking about Sam's condition.

"He'll be alright, Captain Rogers, he just needs to rest and recover for couple of weeks."

"Thank you, doctor." Captain America tells the doctor.

One of the doctor is finished wrapping up the bandages as he leaves with the other doctor, Captain America is listening to the music being played on the phone, he's never heard of it before, he found it pretty interesting.

"This is pretty nice, what is it?" Captain America likes the music.

"Trouble Man by Marvin Gaye." Sam told Captain America.

"I like it, by the way, you did great out there, Agent Wilson." Captain America tells Sam.

"Thanks for the compliment, Cap, and please it's just Sam." Sam tells Captain America.

"Okay, Sam, get better soon, I still need my wingman." Captain America tells Sam.

Captain America walks away from the room to let Sam Wilson rest and recover from his injuries, Sam likes that Cap as accepted him as his wingman, something tells him that they'll be teaming up in future missions. Captain America made it to the living room where the holo screen of Nick Fury is speaking to Black Widow to inform him about the details of their mission in Siberia.

"The base in Siberia was completely destroyed, we've managed to make it out with the Winter Soldier who turned out to be Cap's long lost comrade Bucky Barnes." Black Widow informs Nick Fury.

"I see, and what of the Cube?" Nick Fury wants to know.

"If it was there, it's not now, from what the Winter Soldier told us, HYDRA already had it move to another location before we got there, Barnes knows exactly where it is." Black Widow informs Nick Fury.

"Good, get some rest, tomorrow I'll need you to bring him here to the Helicarrier to be debriefed in person about anything he knows about HYDRA's operations. For now, just relax." Nick Fury tells Black Widow.

"Understood, Director Fury." Black Widow told Nick Fury.

The holo screen signed off and disappears as Captain America now has a chance to speak with Bucky about so many things, Bucky looks around to see the tower Captain America now lives in along with the other heroes.

"So this is your new home, it's very impressive." Bucky tells Captain America.

"Not just me, this is the home of the Avengers." Captain America tells Bucky.

"A lot of things certainly has changed, you being back into the world is the biggest one yet." Bucky told Captain America.

"Funny, I was going to say the same about you, I thought you had died in that rocket explosion over the Atlantic Ocean, how is it possible that you're still alive even now?" Captain America is curious on Bucky's survival.

Bucky sighed as this story is uneasy for him. "I was able to jump off the rocket before it exploded, but I didn't get far away enough and I lost my arm as a result. I was drifting around in the ocean too weak to call out for help, then one day someone came for me, I thought that it was S.S.R. looking around for survivor, but I was wrong, HYDRA got to me first. They brought me back to Zola who then rebuilt what was left of me, gave me this arm, using his own version of the serum to enhancing my physical abilities to your level, they brainwashed me and turned me into their weapon, their Winter Soldier. I was sent out on special missions for HYDRA for the past 80 years, kept me in suspended animation as they wanted me to serve them as their weapon forever, I remember everything I've done while brainwashed, killing off all the innocent lives HYDRA deemed as a threat, it still haunts me."

Captain America sighed as he's saddened. "I'm sorry, Bucky, I had no idea what you had to live through."

"I'm a danger to everyone near me, everything HYDRA put in my head is still there, it's only a matter of time before they use me to kill against my will." Bucky is worried about what he's capable of.

"What about Wakanda? T'Challa is still over there fixing up Cap's old shield, maybe he could help find a way to undo what was done to your head, it's worth a shot." Spider-Man suggested to Bucky.

"Yeah, that could work." Captain America agrees with Spider-Man.

"Okay... thank you all for helping me a second chance, even if I don't deserve it." Bucky appreciates their help.

"Bucky, I know who you are, you're a good man, and you do deserve a second chance. I promise you, we're going to help you be completely free of HYDRA, you'll be back to being Bucky Barnes again." Captain America tells Bucky.

Bucky smiled as he's glad to have Captain America as his friend, all of a sudden Spider-Man's phone is ringing, he checks to see his girlfriend Gwen Stacy is calling him.

"I should go and take this, excuse me." Spider-Man stands up and walks away.

"I'm going to go take a shower, I've worked up quite a sweat during the mission." Black Widow stands up and walks away.

Both Spider-Man and Black Widow walked away each attending to their own businesses, leaving Captain America and Bucky Barnes alone to talk.

"I had no idea that there were other like you, Cap." Bucky told Captain America.

"Neither did I, I was frozen for almost eighty years until two years ago, I was woken up in a different time, a different world, it was also the day I met Spider-Man, he brought the word hero back into the world and made a huge difference, since then many more heroes started to emerge to fight for what's right. I continue being the hero I always was, not by fighting wars, but by helping good people and fighting those who bring harm to them, that's my purpose in life." Captain America explained about his experience in the modern world.

"I don't know if I ever could be the hero like you are now, Cap." Bucky has some doubts about himself.

"You already are, Bucky, you always were, you once saved an entire country from HYDRA at the cost of your own life, just like I did before. I think it's fate that you came back to this world full of heroes, maybe you're meant to be one like before." Captain America told Bucky.

"You haven't given up on me, have you?" Bucky smiled at Captain America.

Captain America smiled back. "Never."

Sometime later, Bucky Barnes is left alone in the living room as he decides to explore Avengers Tower to check out the place where Steve and the other heroes all live together, he found a photo of Steve along with Spider-Man, Iron Man, Thor, Hulk, and Captain Marvel, all six were the founding members of the Avengers. He continues on looking at the room where each Avenger sleeps in, he came across Spider-Man's quarters and opens the door, he checks out the insides to find a photo of himself without a mask hanging out with two other heroes dressed like him, a blond girl and a afro latino kid, Bucky is surprised that someone very young is out there engaging in great heroism, kinda reminds him of himself when he started out as a soldier. He was about to leave the room until he stopped himself and spotted another photo in the room, he walks up closer and picks it up, it a photo of Peter when he was six with his parent Richard and Mary Parker, something about them seem very familiar to him until he remembers them.

(Flashback)

It's October 12th, 2012 as a private jet is flying over the Atlantic Ocean, inside the jet are only two passengers Richard and Mary Parker who just left Europe as neither of them are happy with the recent events that are happening to them and what they've just learned, one thing for sure is that their lives are about to be over as their mission in Europe has failed and they're in very deep trouble with the law, but they're desperate to return home to New York to share some news in person to the one person they can trust, Nick Fury. Richard looks at his wife looking uneasy with what's about to happen to them once they return on U.S. soil.

Richard sighed. "Everything is going to be alright, Mary."

"Will it, Richard? Our lives are already over, we've failed the mission, no doubt S.H.I.E.L.D. has already marked us as double agents, traitors to our country." Mary told her husband.

"We knew the risk when we took this mission, but we had to for a very good reason, we finally learned who HYDRA is doing business with, looks like she was right about him. We need to get back as soon as possible and tell Nick Fury what we've learned, even if we lose our freedom to do it." Richard told his wife.

"It's not just our freedom we'll lose, we'll also lose our son, we could never see him again. I can't imagine what he'll think of us when he grows up." Mary told her husband about Peter.

"I know, Mary, I know, but everything we're doing is for him, besides he'll be taken in by my brother and his wife, Peter will be in good hands and live the normal life he deserves." Richard told his wife their son will be alright.

Richard grabbed his wife's hand to comfort her as both of them know that they're never see their son again even if they return home, Mary gripped her husband's hand back as she's with him no matter what.

"I'll go check on the pilot to see when we'll arrive in New York." Richard told his wife before getting back up.

Richard heads towards the cockpit window to speak with the pilot about their arrival in New York, the door opens as Richard and Mary spotted a man with a metallic arm in the cockpit armed with weapons, it's the Winter Soldier who was already on board earlier, they see that the pilot was already dead. Richard then realizes that he's an enemy as he attempts to pulls out his gun and aims it at the assassin, but Winter Soldier knocked the gun off Richard's hand as Mary could see that her husband is in trouble, she attempts to pull out her gun too but the Winter Soldier pulled his sidearm first and shot Mary twice in the chest with such accuracy, Richard spotted his wife shot twice and bleeding to death.

"MARY!" Richard yells out.

Richard got angry as the Winter Soldier attempts to shoot Richard dead but the agent used his combat training to kick the gun off Winter Soldier's hand, he then strikes back with a jab to the face, then he strikes again with a hook to the face again, but the Winter Soldier is still standing as his face is durable enough to take a normal punch, Richard then strikes back again with a cross, but Winter Soldier caught his fist and twisted Richard's arm as the agent yelled out in pain, Winter Soldier then pulled Richard and wrapped his arms around his head about to execute the final kill, Richard looks at his wife bleeding to death.

"Richard..." Mary said her final word before she passed away right before his eyes.

"Mary..." Richard lost his wife as he watched her died.

Winter Soldier then executes his next move, he snapped Richard's neck as he died instantly and Winter Soldier lets him go as he dropped down to the floor dead, both targets have been assassinated as the plane's engines are finally disabled due to some tinkering Winter Soldier already done earlier, the plane is set to drop down into the Atlantic Ocean. Winter Soldier grabbed the parachute pack and straps it onto his back, he then opens the hatch and as he looks upon his deceased targets one last time, he jumps out of the plane and falls down in the air.

(Present)

Bucky Barnes became too shocked as he remembers that Spider-Man's parents were the targets he killed 11 years ago while brainwashed as the Winter Soldier, it was too much for him to handle alone to learn that he killed the parents of a hero, he dropped the photo as the glass breaks on the ground, Captain America suddenly came into the room after he heard the glass breaks to find his friend all frozen up in shame, he has no idea why he's like this.

"Bucky? Bucky, what's wrong?!" Captain America is worried for his friend.

"I... I killed them." Bucky felt ashamed.

"What?" Captain America has no idea what Bucky is talking about.

"His parents, Spider-Man's parent... I remembered them... I killed them." Bucky admits to Captain America.

Captain America became too shocked to hear the terrible truth of what Bucky has done as the Winter Soldier, he then turns around to see Spider-Man at the door listening, Peter's eyes became shocked to hear that Bucky Barnes is the man responsible for killing his parents.

... To Be Continued

Note: Please write commits or reviews about this chapter and tell what you like about it, thank you and enjoy reading the story.