It was 1970 and Chester Phillips had past last year, Howard had gotten married three years ago with Bucky as best man and his wife was expecting their first child.

Peggy had gotten married and had kids over the years and Bucky had taken the role of godfather and uncle Bucky to multiple of the kids. Commandos, Peggy and when it arrives, Howard's. All the Commandos have officially retired and Bucky has officially joined SHIELD in 64.

Howard, Chester and Peggy were happy he finally accepted the offer and immediately claimed him a founder. Why they did that Bucky would never understand but accepted it.

A year later Chester retired leaving Bucky with his position.

They continued to try getting him to accept higher ranks of his positions but he declined every time. By the time he was thirty five he was offered general but declined it.

Everyone knew he wanted it as bad as any other soldier and couldn't understand why he wouldn't take it but didn't push it.

Over the years SHIELD had gotten bigger and Bucky felt like something wasn't right.

They had allowed Zola to work with them shortly after the war even though Bucky had greatly suggested they didn't.

Bucky was in Peggy's office where she holds a picture of Steve fighting with Peggy and Howard.

"I'm telling you, Zola's doing something!" Bucky said.

"How do you know?" Peggy asked with her arms crossed.

"She's right Barnes. You don't know everything." Howard said.

"I was his prisoner for weeks unlike you in 43. I was experimented on by him for that Winter Soldier program. I'm telling you, he's trying to get HYDRA back and people we hire are becoming HYDRA spies." Bucky said and they thought about what he said for a minute.

"He might be right Howard." Peggy said.

"Prove it and we'll believe it." Howard said and Bucky glared at him.

"Fine. I get it, don't believe a soldier, Super Soldier that was created by HYDRA, your best agent and Chester's replacement." Bucky said nodding.

"Bucky-" Peggy said gently but he cut her off backing off.

"No I get it. And I will prove it to you that there are HYDRA agents out there." he said and left slamming the door.

While he left he could hear Peggy snapping at Howard and Howard saying he was just stressed out about the baby coming soon.

Later Bucky was driving to New Jersey to prove to them all the Zola is try to recreate HYDRA.

"If they won't believe me, then I'll prove it to them." he said and pulled up to outside an abandoned military base.

Then he said got out of his car, walked over to the building, took out his key and opened the door.

When he got inside he saw the pictures of Howard, Peggy, Chester and the latest, himself.

"Still can't believe they took a picture of me." he said shaking his head, walked over to the the book shelf, slid it open revealing an elevator behind it and went down to the computer room where he saw Zola taping something.

'What are you doing?' he thought.

"It is 1970 and I received a terminal diagnosis. Science could not save my body, my mind, however, that was worth saving on two hundred thousand feet of data banks. You are standing in my brain." Zola said confusing Bucky. "After World War II SHIELD recruited German scientists with strategic value. They thought I could help their cause. I also helped my own. They thought HYDRA died with the Red Skull. But they forgot what they said. Cut off one head, two more shall take its place." he said. "HYDRA was founded on the belief that humanity could not be trusted with its own freedom. What we did not realize, was that if you try to take that freedom, they resist. The war taught us much. Humanity needed to surrender its freedom willingly. After the war, SHIELD was founded and I was recruited. The new HYDRA grew. A beautiful parasite inside SHIELD. For the last few years HYDRA has been secretly feeding crisis, reaping war. And when history did not cooperate, history was changed. We are creating a world so chaotic that humanity is finally ready to sacrifice its freedom to gain its security. Once the purification process is complete, HYDRA's new world order will arise. We will win one day. I wrote an algorithm but people shall be too dead to hear it." he said and Bucky had heard enough so grabbed his gun and shot to the side getting him to jump and saw him.

"I knew you were still up to something." Bucky said shaking head. "But no one listened to me."

"Sergeant Barnes."

"Zola, you're in a lot of trouble." Bucky said shaking his head and shot him.

Later Bucky was driving back to SHIELD with Zola in cuffs on his arms and legs.

"HYDRA will win Sergeant Barnes." Zola said. "And one day, you will join us as the Winter Soldier."

"Shut up!" Bucky snapped.

"There are multiple HYDRA agents out there that will stop you."

"But are they the same thing as me? You made me just about the same thing as Steve all those years ago after all."

Suddenly a car smashes into the Bucky's car and pushed them along.

"Shit!" Bucky said slamming the breaks while spinning around.

When it stopped Bucky sat there panting for a minute to see what looked like HYDRA agents. "I knew they weren't done." he said and they started shooting at him so he grabbed Zola, jumped out of his car ran off with full speed.

"You are much faster than I expected!" Zola said.

"Thanks to that damn serum!" Bucky said as Hydra agents shot at him.

Then he jumped behind a car, grabbed his gun and started shooting at them using every combat skill he had.

When he ran out of shots he grabbed Zola and started running again trying to get away from HYDRA.

People watched in horror realizing who he's running from and when a few former WWII and even Howling Commandos watched they were worried.

Dum Dum and Morita were watching him and saw him get shot in the shoulder but ignore it and jump blocking a punch from another before he kicked another, followed by another blocking a few more bullets from the one behind his guns.

Then Bucky flipped over another kicking them in the stomach while punching another in the chin causing them to lose a tooth.

Eventually every single one of them was down and Bucky was standing there panting, sweating and whipping sweat off his forehead.

"Christ, I haven't done something like that since maybe I started training for WWII?" he said and looked at Zola to see him looking at him in horror. "You wanted your Winter Soldier, well there you go. That's just about what you'd get if Steve hadn't've saved my ass that day." He said and grabbed him. "Now come on. You're coming with me to Peggy and Howard." he said, started walking but stopped and looked at all the HYDRA he got. "Actually, hold that thought." he said, grabbed a rope and tied them to the HYDRA and Zola. "Now we can go." he said and started heading to SHIELD while people started watching him in shock.

Meanwhile the former Howling Commandos had all met up together and looked at each other, nodded and went to follow Bucky.

When Bucky got to SHIELD, Howard and Peggy were standing there in shock and confusion.

"What?" Peggy started but was cut off to see the Commandos there.

"Bucky!" Falsworth said and Bucky turned to see them.

"Guys?" Bucky said shocked and confused.

"We saw what happened and just wanted to make sure you were OK."

"Yeah, I'm fine."

"OK, what the hell is going on?" Howard asked.

"These," Bucky said pointing at the people he brought with him. "are all HYDRA members. Zola has been recreating HYDRA like I said."

"WHAT?!" Howard and Peggy said in horror.

"I told you. But did you believe me? NO!" he snapped. "Now, take care of them while I go get some damn rest because I'm exhausted!" he said and they nodded. "Great to see ya guys." he said waving to the Commandos who nodded.

When he left the Commandos told Peggy and Howard what they could and they were shocked at what they found out.

The next day Bucky was healed and on the Helicarriers looking for the rest of HYDRA.

The Commandos had offered to help for old times sake and he gladly accepted. They would be taking care to the tech while Bucky will be taking care of them physically.

As the bay doors holding the Helicarriers were about to be opened the HYDRA agents entered and started shooting at the Commandos who after years of experience dodged.

At the headquarters Falsworth watched on the monitor as the Helicarriers were being initiated.

"They're initiating launch." he said.

Meanwhile Bucky and Dum Dum made their way to the Helicarriers and were heading to their places when the HYDRA agents started shooting at Bucky but they ran avoiding them as they kept shooting at him.

Commotion was going on while Bucky tried to stop the Helicarriers from launching so Dum Dum could get away.

Meanwhile.

"Satellites in range at three thousand feet." Morita said referring to the Helicarriers.

"Dum Dum, status?" Falsworth said.

"Engaging." Dum Dum said and managed to climb down to the Hellicarrier shooting down the HYDRA jets chasing him. "Alright, Barnes, I'm in." he said when another HYDRA jet headed his way and started shooting at him. "Shit!" he said, managed to fly jump and avoid getting hit thanking all the training he got for WWII and being a Howling Commando.

Meanwhile Bucky was fighting off the HYDRA agents as he tried getting inside the Helicarrier.

"Eight minutes, Buck." Falsworth said.

"Working on it." Bucky said.

A few minutes later he was at Control center of Helicarrier Alpha.

"Alpha locked." Bucky said.

"OK. Dum Dum, where are you?" Falsworth asked.

Meanwhile Dum Dum was running towards one of the Helicarriers when heat-seeking missiles were shot at him by HYDRA, so he slid down towards the Helicarrier managing to get the missiles aiming at him to hit the Helicarrier giving him entrance and climbed into the Helicarrier.

"I'm in. Bravo locked." he said and climbed out of the carrier.

"Two down, one to go." Falsworth said.

While they did this they all started to go right back into action as if they never stopped and were actually, enjoying it.

"All SHIELD pilots, scramble. We're the only air support Sergeant Barnes has got." SHIELD pilot said when Bucky appeared and started firing at the SHIELD pilots and agents killing them all after which he gets into one of the jets and flew off.

At Falsworth headquarters.

"Charlie Carrier's forty-five degrees off the port bow." [he said and noticed two HYDRA agents making breaking into the headquarters, shot and killed them as they enter. "Six minutes."

Meanwhile Bucky was trying to get away from the HYDRA agents shooting at him on the Helicarrier.

"Screw it." he said and jumped off the edge as a HYDRA agent shot a missile at him.

While he fell the Commandos who could see watched in horror as he came crashing onto the last Helicarrier and rolling around.

When he stopped he slowly got to his hands panting and winced.

"Yup, there goes at least one hip." he said but got up and was pushed off the edge by an agent.

When he stopped he was holding onto the side of the Helicarrier and pulled himself up wincing.

"Ulg, this might be the only time I'm thankful Zola gave me that damn serum." he said and looked at his rib to see a black and blue bruise.

Meanwhile everyone at the Triskelion was rushing around trying to evacuate the building HYDRA agents were fighting and killing some SHIELD agents at.

"All SHIELD agents regroup at Rally Point Delta." a SHIELD agent said while a HYDRA agent killed the speaker and another three agents. "Headed up!" the agent said and Falsworth noticed them on the monitor.

"Dum Dum?" Falsworth said.

"Yeah?" Dum Dum said.

"Do you think Bucky's gonna be OK?"

"I really hope so."

Inside the Helicarrier Bucky was confronted by another agent.

"I knew HYDRA wasn't done." Bucky said and the agent smirked.

"Looks like you were right." the agent said and Bucky stared at him coldly.

Then Bucky aimed a shot at the agent and they started battling each other, as they fought Bucky managed to bring up the targeting blade system, but as the agent attacked him the chip fell from his hand.

"Damnit!" Bucky said and they kept fighting.

Then the agent in the shoulder with a knife and grabbed the fallen chip, but Bucky managed to get the knife out, stab him back and wrap his legs around the agent's neck tightly chocking him while the agent kept holding the chip.

Then finally the agent passed out and let go of the chip so Bucky grabbed it and rushed off; back at the Triskelion.

At a SHIELD HQ office.

"Sixty-five seconds to satellite link. Targeting grid engaged. Lowering weapons array now." Charlie XD said.

"One minute." Falsworth said to Bucky watching from the monitor. "Thirty seconds, Buck!" he said as Bucky tried to get back up to the Helicarriers to get to the targeting system when the agent regained consciousness and shot at him.

"Shit!" Bucky said and was hit in the left thigh and right shoulder, but managed to climb up. "Stand by." he said and got the chip out. "Charlie..." he said but was shot in the stomach and fell to his knees groaning. "Yup, that's gonna take a while to heal." he said and winced but took a deep breath and slowly got back up.

On the helicarrier's bridge.

"We've reached three thousand feet. Sat link coming online now." Charlie Weapons Tech said.

"Deploy algorithm." Charlie XD said.

"Algorithm deployed." Charlie Weapons Tech said as Falsworth watched the weapons target Washington, the White house, the Pentagon, Stark Tower and to kill over 700,00 people. "Target saturation reached. All targets assigned."

"Fire when ready." Charlie XD said.

"Firing in, three, two, one." Charlie Weapons Tech said when Bucky got manages up and put the chip in the Helicarrier's targeting blade overriding the system locking it down.

"Charlie locked." Bucky said as they watched the targets go offline.

"Where are the targets? Where are the targets?" Charlie XD asked.

"Okay, Cap, get out of there." Falsworth said and got the Helicarriers weapon targets to open fire upon each other.

"Fire now." Bucky said.

"But, Bucky..."

"Just do it! We did shit like this for WWII, the Howling Commandos when it was us and Steve, we can do it again!" Bucky said and knowing Bucky was right made the Helicarriers open fire on each other while Bucky was still inside.

On the third Helicarrier Bucky was hit by a piece of the roof from the bottom causing him to fall down into the river but before he could sink he got into position to dive, took a deep breath mentally thanking all the military training he did for those three years and landed in the water.

A few minute later he was up coughing up water and catching his breath.

"T-thank you trainer." he said while panting for a few minutes and looked around.

Then he started swimming to shore.

When he got there he slowly used his arms to get on land from exhaustion, put his head down, shut his eyes and lost consciousness.

In a hospital Peggy, Howard and the former Commandos were sitting there watching Bucky sleep worried when they heard him groan, slowly opened his eyes and looked at Peggy and Howard.

"I told you he was recreating HYDRA. But you didn't listen." he whispered and they winced.

"You feeling OK Barnes?" Dum Dum asked.

"I feel like crap." Bucky said. "Thought that serum was supposed to get me to heal by now." he joked and they chuckled.

"It was and it should." Peggy said while Bucky had trouble keeping his eyes open. "Get some rest James. You need it after stopping HYDRA from being recreated." she said and he shut his eyes and was fast asleep.

A week later Bucky was healed, discharged and offered another promotion which he declined as usual.

He had every HYDRA member put in solitary confinement for life and Zola executed. He himself was given a Medal of Honor for what he did and SHIELD and his former Commandos couldn't be prouder.