10/16/24-11/14/24

In Wakanda Bucky and Ayo were in the hills next to a campfire.

"It is time." Ayo said.

"You sure about this?" Bucky asked nervously.

"I won't let you hurt anyone," she said gently. "Longing… Rusted… Seventeen…"

"It's not gonna work," he said staring at the fire having flashbacks as his time as the Winter Soldier.

All this time I was wasting

Howard's car was forced off the road and crashed into a tree. He rode up and got off his motorbike while Howard lay on the ground beside the car.

"Help my wife. Please. Help." Howard said as he walked walks over, hoist him up by his hair, stared at Howard's bloody face and Howard stared back pleadingly. "Sergeant Barnes?"

"Howard!" Maria said as he pounded Howard hard in the face with his metal fist. "Howard!" she said and Howard slumped dead.

Then he put him in the driver's seat with his face against the steering wheel. Maria was in the passenger seat with blood streaked down her face and he walked around, gripped her throat expressionless and strangled her Maria. Then he walked up and aimed a gun at the surveillance camera.

Hoping you would come around

"Daybreak… Furnace… Nine… Benign… Homecoming… One… Freight Car…" she said as tears rolled down his cheeks and his eyes welled up realizing the trigger words didn't work anymore. "You are free James," she said with a gentle smile as he looked at her, barely holding himself together and she nodded. "You are free." she said quietly and he broke down in relief thinking about when he first came to Wakanda.

I've been giving out chances every time

He was at Wakanda medical facility.

"You sure about this?" Steve asked.

"I can't trust my own mind. So, until they figure out how to get this stuff out of my head I think going back under is the best thing... for everybody." he said and went back into cryo.

And all you do is let me down

In the Wakandan Medicine Hut kids raced out of the hut and over to Shuri.

"Are you playing around with that man again?" Shuri asked.

"No. Nol" one of them said.

"You're teasing him again?"

A few minutes later Bucky exited the hut to the sight of a beautiful Wakandan lakeside and took it all in with a deep breath.

Outside the hut were Wakandan Shaman and Shuri, embracing the three giggling children two Dora Milaje observing Shuri from a close distance.

"Emhlophe Ingcuka." The kids said and Bucky settled next to Shuri taking in her view of the lake.

"Good morning, Sergeant Barnes." Shuri said.

"Bucky." he said.

"How are you feeling?"

"Good. Thank you." he said and she smiled.

"Come. Much more for you to learn." she said and he followed her towards the other huts.

And it's taking me this long

Then he smiled with tears still going down his eyes.

'Thank you Shuri, T'Challa, Ayo. I owe you all so much.' he thought.

A few days later Steve came to check up on him and was at Bucky's hut.

"Hey buddy." Steve said patting him on the back.

"Hey punk." Bucky said smiling.

"What's going on?"

"Not much, got me learning about the 21st century, finally found a way for my tigger words to stop working last night thanks to Shuri and Ayo."

"What?" Steve said smiling and Bucky smiled nodded.

"I'm free pal. I'm free."

"That's great!" Steve said and kissed him.

They froze and looked at each other bright red.

Then they cleared their thought still red.

"Uh, s-sorry." Steve said while Bucky just looked at him.

"Screw this." Bucky said, grabbed him and kissed him.

Steve was shocked but then remember this was legal now so shrugged and kissed him back.

Then they slowly started taking each others clothes off and had sex.

Baby but I figured you out

They laid there holding each other close and Steve groaned.

"I forgot how strong you are after that serum you got." Steve said.

"It's not the same as your's though." Bucky said and pushed him down. "But I know what you really are in the army."

"What am I?" Steve whispered.

"You're just a Private. The only reason you're Captain is because of that serum." Bucky said and kissed him. "But you're my Private." he said smirking. "Not Howard's, Colonel Phillips' or Peggy's, only mine." he whispered.

"And you're only my Sergeant Barnes now. Not 107th, Colonel Philips, Peggy's or Howling Commandos." Steve said smirking. "I knew you were gay since we met. I'd see you looking at guys more than girls." he said and Bucky chuckled.

"You know me good pal." Bucky said and smirked. "Now that this is legal and we're both still alive, young, what do you say we give this a shot? I've loved you since '33." he said and Steve smirked back.

"Let's see what you got James Buchanan Barnes." Steve said, flipped him over and Bucky laughed.

"Show me what you can do without that asthma Steven Grant Rogers." Bucky said.

"I haven't had an asthma attack in 76 years, Sergeant Barnes."

"And if you didn't have me you'd be dead by 12, Private Rogers."

"To true."

And you're thinking we'll be fine again

Later they were asleep holding each other close.

The next day Steve was at Shuri's lab talking to Shuri, T'Challa and Ayo

"Thank you so much for helping him." Steve said shaking their hands.

"It was nothing Captain." T'Challa said smiling.

"It was a bit of challenge at first, but I enjoy a challenge." Shuri said smiling.

"She really does." Bucky said chuckling.

"It was mostly Ayo who helped Sergeant Barnes." T'Challa said.

"James kept saying it wasn't going to work every single time and when it didn't I would always be able to stop him. He knows the training I was given years ago. When he was finally free, I knew he had been holding in all those emotions for years. Those seventy years were nothing but seventy years of hell. And now he can finally have piece." Ayo said smiling and Bucky smiled back.

"Thank you." Steve said smiling.

"I'm working on a new arm for him also. Like your shield it will be vibranium." Shuri said.

"W-why?" Bucky asked a little nervous.

"You may not think you deserve it, but you do. You are free now White Wolf. Having your own serum you can use your powers the way Captain Rogers did and you did before you knew you had it." she said and he thought about all the times he saved the Commando's lives with his snipper skills. "You are a skilled snipper, trained for the military so if you wanted to I'm sure they would gladly take you for a job to train newbies and more." she said gently. "And if you wanted to stay here, I'm sure Okoye would gladly train you to join us. Right brother?" she said smiling.

"Of course." T'Challa said smiling. "Okoye would gladly take you in and Ayo would probably take you as her partner." he said and chuckled.

"Ayo was always soft on him."

"I was not!" Ayo said.

"You kinda were." Bucky said. "Anyway, what have you been up to?"

"Uh, not much. On the run still. Me, Nat and Sam are trying to stay off the radar and with Nat being a SHIELD agent we've been able to pull that of so far." Steve said and noticed a look on Bucky's face. "What?"

"She uh, m-might be able to do that because of me."

"Huh?" they all said confused.

"What are you talking about?" T'Challa asked and Bucky sighed.

"HYDRA and the Red Room would work together every now and then. Every few years I was taken out of cyrofreeze to train new Black Widows. In '97 I was taken out to train Natalia because she was the best Black Widow they had. From the age of fifteen to twenty. When she was eighteen we started having a relationship and when she was twenty they found out. So, naturally, they brainwashed me and put me back in cyrofreeze. The next time I saw her I was on a mission and shot her in the hip. The latest one was when Pierce was in charge and I was ordered to kill you. That day I hit her in the chest. She may almost match my skill as an assassin, but no one will beat me. I will always be the best one there is. Especially since Zemo killed the other four Winter Soldiers." Bucky said rubbing his forehead while the other stood there in shock.

"That explains why she was so good at killing the villain and close friend to Clint." Steve said. "Clint worked for SHIELD before her so must've been the one to save her."

"When you get back to her, can you tell her I'm sorry please?"

"Sure thing buddy." Steve said patting Bucky on the back.

"Thanks."

Later they were saying goodbye.

"I'll come visit you soon, OK Buck?" Steve said and gave Bucky a kiss.

"OK Stevie." Bucky said and kissed him back. "Be careful."

"I will." Steve said and left while Bucky smiled.

But not this time around

It had been a month and T'Challa and Okoye were walking with two Wakandan soldiers.

"You'll have the King's Guard, and the Dora Milaje have been alerted." Okoye said.

"And the border tribe?" T'Challa asked.

"Those that are left."

"Send word to the Jabari as well. M'Baku likes a good fight."

"And what of this one?"

"This one may be tired of war. But the White Wolf has rested long enough." he said while Bucky fed his goats when the Wakandan soldiers opened a box presenting him with a new adamantium arm and he looked at them.

"Where's the fight?" he asked.

"On it's way."

You don't have to call anymore

On the Quinjet Sam was piloting Rhodey, Steve, Natasha, Wanda and Vision.

"Drop to 2600, heading 0-3-0. I hope you're right about this, Cap. Or we're gonna land a lot faster than you want to." Sam said as the Quinjet passed through a force field into Wakanda.

"When you said we were going to open Wakanda to the rest of the world…This is not what I imagined." Okoye said walking with T'Challa and a band of the King's Guard.

"And what did you imagine?" T'Challa asked

"The Olympics. Maybe even a Starbucks."

The occupants of the Quinjet descend the ramp.

"Should we bow?" Bruce asked Rhodey.

"Yeah, he's a king." Rhodey said

"Seems like I'm always thanking you for something." Steve said shaking hands with T'Challa.

Bruce bowed in front of him.

"What are you doing?" Rhodey asked.

"Uh, we don't do that here." T'Challa said and issued with a motion of his hand. "So how big of an assault can we expect?" he asked and the group started walking back the way it came to greet the guests.

"Uh, sir, I think you can expect quite a big assault." Bruce said.

"How we looking?" Steve asked.

"You will have my King's Guard, the Border Tribe, the Dora Milaje, and…" T'Challa started.

"A semi-stable, 100-year-old man." Bucky said walking toward Steve and they hugged.

"How you been, Buck?" Steve asked.

"Uh, not bad, for the end of the world."

Later they were in Shuri's lab and Vision was laying on a table, while Bruce and Shuri stood over him, and the others watch. Shuri scanned the stone and studies the hologram.

"Whoa. The structure is polymorphic." she said.

"Right, we had to attach each neuron non-sequentially." Bruce said.

"Why didn't you just reprogram the synapses to work collectively?"

"Because, we didn't think of it." he said staring for a minute.

"I'm sure you did your best." she said smiling.

"Can you do it?" Wanda asked.

"Yes, but there are more than two trillion neurons here. One misalignment could cause a cascade of circuit failures." Shuri said. "It will take time, brother." she said to T'Challa.

"How long?" Steve asked.

"As long as you can give me."

"Something's entered the atmosphere." Okoye said looking at a device that just alerted her.

Outside Sam and Bucky were standing looking up a the sky.

"Hey, Cap, we got a situation here." Sam said over comm.

The defense shield around Wakanda destroyed one of the vessels entering the atmosphere.

"God, I love this place." Bucky said.

"Yeah, don't start celebrating yet, guys. We got more incoming outside the dome." Sam said.

"It's too late. We need to destroy the stone now." Vision said appearing beside the window with the others.

"Vision, get your *rear* back on the table." Natasha said turning towards Vision.

"We will hold them off." T'Challa said.

"Wanda, as soon as the stone's out of his head…you blow it to hell." Steve said to Wanda.

"I will." Wanda said.

"Evacuate the city. Engage all defense procedures." T'Challa said. "And get this man a shield." he said pointing at Steve.

I won't pick up the phone

At Wakanda battlefield their carriers hover over the ground with Wakandan soldier and Natasha, Steve and Bucky on board, and Bruce was in the Hulkbuster.

"How we looking, Bruce?" Natasha asked.

"Yeah, I think I'm getting the hang of it. Wow! It's like being the Hulk without actually-" Bruce said walking and stumbled on a rock, and a carrier went by, from which Okoye gave him a dubious look and he tood. "I'm okay. I'm okay."

"We got two heat signatures breaking through the tree line." Sam said

M'Baku of the Jubari rallied his soldiers with a war cry and stopped as T'Challa neared him.

"Thank you for standing with us." T'Challa said.

"Of course, brother." M'Baku translated.

T'Challa, Steve and Natasha walked to the edge of the barrier, where Proxima and Obsidian Cole stood.

"Where's your other friend?" Natasha asked.

"You will pay for his life with yours. Thanos will have that stone." Proxima said.

"That's not gonna happen." Steve said.

"You are in Wakanda now. Thanos will have nothing but dust and blood." T'Challa said.

"We… Have blood to spare." Proxima said and raised her right arm with a cry, and several large ships emerged from the forest behind her.

T'Challa, Steve and Natasha returned to the front line.

"Did they surrender?" Bucky asked.

"Not exactly." Steve said

T'Challa lead the Wakandans in the war cry "Yibambe!" telling them to hold fast as the Outriders bound toward the barrier.

"What the hell?" Bucky said.

"Looks like we pissed her off." Natasha said.

T'Challa commanded the soldiers to engage their shields.

"They're killing themselves." Okoye said watching as the Outriders bombard the dome only a few getting through.

"You seen the teeth on those things?" Sam said sending redwings into the fight as he flew

"Alright, back up, Sam. You're gonna get your wings singed." Rhodey said and flew over a section that had been breached and dropped a barrage of mines.

"Cap, if these things circle the perimeter and get in behind us…There's nothing between them and Vision."

"Them we better keep 'em in front of us." Steve said.

"How do we do that?" Okoye asked T'Challa.

"We open the barrier." T'Challa said putting his hand to his ear. "On my signal, open North-West Section Seventeen."

"Requesting confirmation, My King. You said open the barrier?" a Wakandan Officer said

"On my signal."

"This will be the end of Wakanda." M'Baku said to Okoye.

"Then it will be the noblest ending in history." Okoye said and the section of the barrier was opened.

"Wakanda Forever!" T'Challa said and crossed his hands over his chest as his Black Panther helmet covered his face, leading the army as they ran toward the barrier. T'Challa and Steve were at the front of the advancing army. "Now!" he said and the section in the barrier disappeared and the Outriders charge at them. "How much longer, Shuri?" he asked over the comm.

"We've barely begun, brother." Shuri said.

"You might want to pick up the pace."

This is the last straw

At Wakanda the Avengers and Wakandans were struggling against the Outriders. Suddenly, a large beam of light landed nearby, and they topped to look up as the axe flew through the air, electrocuting the Outriders. Then Thor appeared with his new axe Stormbreaker, alongside Rocket and Groot.

"Hah! Hah! Hah! You guys are so screwed now!" Bruce said laughing with joy.

"BRING ME THANOS!" Thor said and charged toward the hoards of Outriders, followed by Groot and Rocket.

Don't wanna hurt anymore

Meanwhile Shuri continued the procedure as Scarlet Witch looked out and Cull killed some Wakandans and Black Panther leapt at him, punching him and the energy sent him down.

"Come and get some, space dogs! Come on, get some, get some! Come on, get some!" Rocket said as Winter Soldier picked him up and they fired at several Outriders, killing them then Winter Soldier put Rocket down. "How much for the gun?"

"Not for sale." Winter Soldier said.

"Okay, how much for the arm?" Rocket asked and Winter Soldier looked at him and left. "I'll get that arm."

Meanwhile Thor killed several Outriders with Stormbreaker.

"New haircut?" Captain America asked.

"I noticed you've copied my beard." Thor said. "By the way, this is a friend of mine. Tree."

"I am GROOT!" Groot said stabbing Outriders with his hand and lifted them.

"I am Steve Rogers." Captain America said.

Meanwhile Scarlet Witch watched as the forests shook and five giant spiked wheels burst out from the ground.

In the sky the flame of decision formed in her eyes.

"Fall back! Fall back now!" Black Panther said.

"Focus that fire on the left flank, Sam." War Machine said.

"I'm doing it." Falcon said.

Meanwhile Black Widow and Okoye killed Outriders when the threshers came at them and Wanda leapt between them stopping them with her powers and crushed scores of Outriders with them.

Then she looked at Black Widow and Okoye.

"Why was she up there all this time?" Okoye asked.

"She's on the field. Take it." Proxima said.

Meanwhile Corvus snuck into the palace and fought the guards outside, beating them down as Ayo attacked.

Inside Shuri worked faster, but Ayo was beaten down, so she took out her blasters and fired, fighting Corvus as the table was shattered.

Then she got up, but they were thrown down as Corvus saw the table empty and Vision leapt at him and threw them both out the window as it shattered and Sam noticed

"Guys, we got a Vision situation here." Falcon said.

"Somebody get to Vision!" Bucky said and Bruce flew up.

"I got him!" Bruce said.

"On my way." Wanda said but Proxima punched her down and stood over her.

"He'll die alone. As will you." Proxima said.

"She's not alone." someone said and Proxima turned to see Black Widow and Okoye ready to fight. "Euuyaaah!"

"Ohh no, oh no you don't. This isn't going to be like New York, pal. This suit's already kicked the crap out of the Hulk-" Bruce said and flew in the way. "Guys! Vision needs backup now! Hulk. Hulk, I know you like making your entrance at the last second, well, this is it, man. This is the last, last second. Ahhhhh! Hulk! Hulk! HULK!" he said when Cull grabbed him, and they flew to a distance as Bruce tried to fight, but his arm was chopped off.

"NOOOO!" Hulk said as his face transformed.

"Oh, screw you, you big green asshole! I'll do it myself! Come on!" Bruce said and punched Cull a few times before being thrown down.

As Cull started landing the finishing blow, Bruce attached the severed gauntlet to him.

"See ya! He activated it, and Cull was sent into the air, with the barrier destroying him. Hulk, we got a lot to figure out, pal." Bruce said.

Meanwhile Black Widow and Okoye kept battling Proxima as a thresher passed above, and Proxima beat them both down when Corvus stabbed Vision.

"I thought you were formidable, machine. But you're dying, like any man." Corvus said as Vision fell.

Then Captain America pushed him away.

"Get outta here!" Captain America said and fought him. "GO!"

Then Black Widow split her baton into two disarming Proxima before being punched down. Proxima tried to stab with her blade as she tried to push back. Then Scarlet Witch lifted Proxima with her magic, and a thresher ran into her, killing her.

Then Black Widow got up with Proxima's blue blood on her face

"That was really gross." Black Widow said as Captain America fought Corvus and disarmed him but was thrown down as Corvus started choking him when his glaive burst from his chest, and Vision lifted him from behind, killing him.

"I thought I told you to go." Captain America said helping Vision up.

"We don't trade lives, Captain." Vision said.

And you can tell me that you're sorry

Meanwhile M'Baku and the Jabari killed several Outriders and chanted while Thor casually slaughtered Outriders with his lightning before flying into a drop ship, destroying it as he emerged from its top and then flew into another one.

"MAYEFA!" M'Baku said.

"YA HU!" Jabari said.

Meanwhile Scarlet Witch flew to Vision and helped him up when his Mind Stone flared, and he grunted in pain.

"Are you okay? What? What is it?" Scarlet Witch asked.

"He's here." Vision said.

But I don't believe you baby

Meanwhile Captain America looked around sensing something was wrong.

"Everyone, on my position. We have incoming." he said and Black Widow looked around

"What the hell?" Black Widow said and everyone looked back and forth.

Then Bruce turned around as a portal opened and out marched Thanos.

"Cap. That's him." Bruce said and Captain America brought his shields up.

"Eyes up. Stay sharp." Captain America said and Thanos stalked forwards menacingly.

Then Bruce leapt at Thanos, but he used the Space Stone to make him intangible, and Bruce passed through him and went into solid stone where Thanos turned him tangible again, and he was lodged inside it.

Captain America charged at Thanos but was flung away by energy from the Power Stone while Black Panther leapt at him, but Thanos grabbed him by the throat and punched him hard. As he fell, his suit discharged all the kinetic energy inside in a powerful but useless burst. Falcon flew at Thanos and fired but was knocked down by the Space Stone.

"It's time." Vision said.

"No." Scarlet Witch said.

"They can't stop him, Wanda, but we can. Look at me. You have the power to destroy the stone."

"Don't."

"You must do it. Wanda, please. We. Are. Out of time."

"I can't."

"Yes, you can. You can. If he gets the stone, half the universe dies."

"It's not fair."

"It shouldn't be you, but it is. It's all right. You could never hurt me. I just... feel you."

Like I did before

Meanwhile War Machine fired at Thanos, but he crushed his suit with the Space Stone, and War Machine fell, Black Widow and Okoye charged at Thanos, the former firing with his rifle. Thanos was unaffected and sent him down with a wave of energy from the Power Stone as Okoye threw her spear, but it was sent back by a wave of energy from the Power Stone as well while Okoye was knocked out. Thanos then formed stone pillars from the Reality Stone, trapping Black Widow.

Groot attacked Thanos with roots, but he broke free of them. Scarlet Witch looked back with tears and, turning back to Vision, fired a beam from her other hand as well, breaking down when Captain America slid next to Thanos and arrived in front of him. Using his shields he hit Thanos' abdomen, his left wrist and gave him an uppercut on his chin, though Thanos was barely affected.

You're not sorry, no no, no no

Then Thanos punched Captain America hard, knocking him out and walked to Scarlet Witch and Vision, and Scarlet Witch used one hand to blast him with magic as he used the Infinity Gauntlet to defend himself, being sent back a little.

"It's all right. It's all right. I love you." Vision said and the Mind Stone cracked and soon exploded along with Vision as a small explosion occurred.

Then the pieces of Vision lay in the forest.

"I understand, my child. Better than anyone." Thanos said as Scarlet Witch looked down with tears

"You could never." Scarlet Witch said and looked at him in grief and anger.

"Today, I lost more than you can know. But now is no time to mourn. Now... is no time at all." he said, reached down, patted her head, walked past her and pressed his fist as the Time Stone activated.

Then he used the Time Stone and the pieces reassembled, with Vision being reformed and whole again along with the Mind Stone.

"No!" she yelled and lunged at him but was smacked away as he lifted Vision by the throat and ripped the Mind Stone as a hole was formed in Vision's head, and he went pale, dying in Thanos' grip as he tossed him away.

"Where'd he go? Thor… where'd he go?" Captain America asked while Winter Soldier started feeling his vibranium arm turn into ash.

"Steve?" Winter Soldier said, stumbled over and collapsed into ashes, much to Steve's shock while Thor watched him mourning his death.

On the battlefield, Wakankan soldiers disintegrate to ashes, much to M'Baku's horror.

"Up, General. Up! This is no place to die." Black Panther said reaching for a fallen Okoye when he disintegrated into ashes and she fell back on the ground, much to her anguish.

"Hezvo…?!" Okoye said.

"I am Groot…" Groot said to Rocket resting on a tree branch slowly disintegrating.

"No…. No. No. No. No! Groot… no." Rocket said in horror as Groot started to slowly corrode into ashes.

Meanwhile Scarlet Witch was mourning over Vision when she turned into ashes and an injured Falcon turned to ashes, hidden in the brush.

"Sam? Sam!? Where you at?!" War Machine said searching for him a few feet away.

Looking so innocent

Steve was in a bathroom in the Avengers compound holding a blade, having just shaved off his beard. He sighed and looked into a side mirror and started shaking, slowly at first, and then severely. A few minutes later Steve, Natasha, Bruce and Rhodey were at the yard walking out looking at something, the Benatar carried by Carol as she landed the spacecraft. The landing gears deploy as they touch down. Then the entry hatch opened and Tony and Nebula walked out, Tony being supported by Nebula. Steve ran to Tony to help him stand up and Tony gripped his arm as he joins him.

"Couldn't stop him." Tony said.

"Neither could I." Steve said.

"I lost the kid."

"Tony, we lost."

"Is, uh...?" Tony said and struggled to ask about Pepper.

"Oh, my God! Oh, my God!" Pepper said and they hugged.

"It's okay."

Rocket sat down with Nebula and took her hand, both silently mourning their losses.

Later in the Compound they were sitting in a living room area. Tony was sitting at a table, getting blood for speeding up the healing. A holographic casualty report listed the names and faces of those lost to the Decimation.

"It's been 23 days since Thanos came to Earth." Rhodey said.

"World governments are in pieces. The parts that are still working are trying to take a census. And it looks like he did... he did exactly what he said he was gonna do. Thanos wiped out fifty percent, of all living creatures." Natasha said.

"Where is he now? Where?" Tony asked.

"We don't know. He just opened a portal and walked through." Steve said.

Meanwhile a sullen-looking Thor was sitting on a bench, seemingly deep in thought.

"What's wrong with him?" Tony asked.

"Oh, he's pissed. He thinks he failed. Which of course he did, but you know there's a lot of that's going around, ain't there?" Rocket said.

"Honestly, until this exact second, I literally thought you were a Build-A-Bear."

"Maybe I am."

"We've been hunting Thanos for three weeks now. Deep Space scans, and satellites, and we got nothing. Tony, you fought him." Steve said.

"Who told you that?" Tony asked surprised. "I didn't fight him. No, he wiped my face with a planet while the Bleecker Street Magician gave away the store. That's what happened. There was no fight."

"Okay."

"He's unbeatable."

"Did he give you any clues, any coordinates, anything?"

"Pfft! I saw this coming a few years back. I had a vision. I didn't wanna believe it. Thought I was dreaming."

"Tony, I'm gonna need you to focus."

Then Tony started to seethe.

"And I needed you. As in past tense. That trumps what you need. It's too late Capitan. Sorry." he said and stood up pushing things off the table with a clatter getting everyone to wince at the noise. "And I believe I remember telling all youse -" he said and went for Steve.

Then Rhodey quickly came in front of him, trying to stop him.

"Tony, Tony, Tony!" Rhodey said.

"Alive and otherwise what you needed was a suit of armor around the world! Remember that? Whether it impacted our precious freedoms or not- that's what we needed!"

"Well, that didn't work out, did it?" Steve said.

"I said, "we'd lose". You said, "We'll do that together too." And guess what, Rogers? We lost. And you weren't there. But that's what you do, right? Our best work after the fact? We're the Avengers, we're the Avengers. Not the Prevengers."

"Okay." Rhodey said.

"Right?"

"You made your point. Just sit down."

"Okay..."

"Okay?"

"You know what?"

"Tony, you're sick."

"She's great, by the way." Peter said referring to Carol.

"Sit down. Sit."

"We need you. You're new blood. Bunch of tired old mules!" Tony said and walked right up to Steve's face, his voice hushing down to a venomous whisper. "I got nothing for you! I got no coordinates, no clues, no strategies, no options. No trust. Liar."

Steve looked affected by Tony's words. The old friends just gaze at each other. After a moment, Tony ripped his Arc Reactor from his chest and shoved it into Steve's hand.

"Here, take this. You find him, and you put that on. You hide." Tony said.

Then Steve was by his side and everyone was starting to gather.

"Tony!" Steve said.

"I'm fine. I..." Tony said and fell unconscious.

While he did he saw when Tony told him he was done with the war between them.

Later Tony was on a bed, with Pepper at his side.

"Bruce gave him a sedative. He's gonna probably be out for the rest of the day." Rhodey said.

"You guys take care of him. And I'll bring him a Xorrian Elixir when I come back." Carol said and walked away."

"Where are you going?" Natasha asked.

"To kill Thanos."

Steve and Natasha shared a look before walking after her.

"Hey, you know, we usually work as a team here, and between you and I, morale's a little fragile." Natasha said.

"We realize up there is more your territory, but this is our fight too." Steve said.

"You even know where he is?" Rhodey asked.

"I know people who might." Carol said.

"Don't bother. I can tell you where Thanos is. Thanos spent a long time trying to perfect me. And when he worked, he talked about his great plan. Even disassembled, I wanted to please him. I'd ask "where would we go once his plan was complete?". His answer was always the same: "To the Garden."" Nebula said standing behind Carol.

"That's cute, Thanos has a retirement plan." Rhodey said.

"So where is he?" Steve asked.

"When Thanos snapped his fingers, Earth became ground zero for a power surge of ridiculously cosmic proportions. No one's ever seen anything like it... Until two days ago." Rocket said and a hologram of a planet popped up, with a shockwave visibly traversing the surface. "On this planet."

"Thanos is there." Nebula said.

"He used the stones again." Natasha said.

"Hey, hey, hey. We'd be going in short-handed, you know." Bruce said.

"Look, he's still got the stones, so..." Rhodey said.

"So let's get him... Use them to bring everyone back." Carol said.

"Just like that?"

"Yeah, just like that." Steve said and he and Carol shared a knowing look.

"Even if there's a small chance that we can undo this... I mean we owe it to everyone who's not in this room to try." Natasha said.

"If we do this, how do we know it's gonna end any differently than it did before?" Bruce asked.

"Because before, you didn't have me." Carol said.

"Hey, new girl, everyone here is about that superhero life. And if you don't mind my asking, where the hell have you been all this time?" Rhodey said.

"There are a lot of other planets in the universe. And unfortunately, they didn't have you guys."

Thor, who had been eating a snack behind all this time, stood up and walked over to Carol. She looked behind at him and he held his hand up, and caught Stormbreaker as it flew over to him, missing Carol by inches. But Carol didn't even flinch, instead smiling at the God of Thunder.

"I like this one." he said and smiled.

"Let's go get this son of a bitch." Steve said.

Later everyone but Tony was aboard the Benatar.

"Okay, who here hasn't been to space?" Rocket asked and Natasha, Steve and Rhodey raised their hands.

"Why?" Rhodey asked.

"You better not throw up on my ship."

"Approaching jump in 3... 2... 1!" Nebula said and the ship jumped forward into a wormhole.

Steve was holding onto his seat for dear life and his eyes widening slightly at the exhilaration of this new experience. Then the ship slowed down, and hovered in orbit of the planet. Carol hovered in front of the Benatar.

"I'll head down for recon." Carol said.

The passengers inside the Benatar were preparing for the impending confrontation.

"This is gonna work, Steve." Nebula said.

"I know it will." Steve said holding a compass with an image of Peggy Carter. "Cause I don't know what I'm going to do if it doesn't."

Then Carol approached the Benatar.

"No satellites, no ships, no armies, no ground defenses of any kind. It's just him." she said.

"And that's enough." Nebula said.

Meanwhile a scenic lush tropical fauna surrounded a shed on a farm. Thanos was walking among his crops, harvesting fruit, and putting them in a sack. Then he walked over to the shed, with a dragging quality to his legs, like it pains him to walk, presumably his living quarters, and tried to sit down. His whole left side was burnt black with blisters.

Suddenly, Carol flew through the roof, knocking him down, and grabbing his neck. Bruce in the Hulkbuster armor burst from the ground, and grabbed his' Infinity Gauntlet arm. Thor flew in and sliced off the Infinity Gauntlet. Rhodey flew down with Rocket and aimed guns on his head.

Then Steve walked in his Winter Soldier Outfit, with Natasha right behind him, staring murderously at Thanos. Then Rocket went over to the sliced off Infinity Gauntlet, and kicked it over, as everyone realized there were no stones in it.

"Oh no." Rocket said.

"Where are they?" Steve asked.

"Answer the question!" Carol said.

"The universe required correction. After that, the stones served no purpose, beyond temptation." Thanos said.

"You murdered trillions!" Bruce said and pushed him to the ground wearing Hulk Buster armor.

"You should be grateful." Thanos said punched by Hulk Buster.

"Where are the Stones?" Natasha asked.

"Gone. Reduced to atoms."

"You used them two days ago!" Bruce said.

"I used the stones to destroy the stones. It nearly killed me. But the work is done. It always will be." Thanos said and sat himself a little straighter. "I am... inevitable."

"We have to tear this place apart, he-he-he has to be lying." Rhodey said.

"My father is many things. A liar is not one of them." Nebula said.

"Ah, thank you, daughter." Thanos said and she looked down, a little uncomfortable. "Perhaps I treated you too harshly."

Thor's face was filled with rage as he raised to summon Stormbreaker, and before anyone could stop him, sliced Thanos' head off. Thanos' limp body fell to the floor. Nebula wiped off some of the blood spatter.

"What... What did you do?" Rocket asked.

Thor looked broken, realizing what he'd done.

"I went for the head." he said and slowly walked out of the shed, no real purpose in his steps.

I might believe you if I didn't know

Inside the Avenger's Lab Tony carefully placed the stones in the gauntlet he made while Bruce and Rocket watched. With nervous precision, Peter manipulated the machine and carefully put all six stones into the gauntlet.

"Boom!" Rocket said and they jumped a bit, and quickly groaned at his joke.

Later everyone was in another room gathered around the new finished gauntlet.

"All right. The glove's ready. Question is, who's gonna snap their freaking fingers?" Rocket said.

"I'll do it." Thor said.

"Excuse me?" Scott said.

"It's okay."

"No, no, no, whoa. Stop. Stop. Wait a sec. Hey, hey–" everyone said holding up Thor.

"Wait, wait, Thor, just wait. We haven't decided who's gonna put that on yet." Steve said.

"I'm sorry. What, we're just sitting around waiting for the right opportunity?" Thor said.

"We should at least discuss it." Scott said.

"No, no, sitting here staring at that thing is not gonna bring everybody back. I'm the strongest Avenger, okay? So this responsibility falls upon me. It's my duty."

"It's not about that–" Tony said.

"It's not that– Stop it! Just let me!" Thor said and hushed everyone. "Just let me do it. Just let me do something good. Something right." he said and teared up.

"Look– It's not just the fact that that glove is channeling enough energy to light up a continent, I'm telling you, you're in no condition."

"What do you– What do you think is coursing through my veins right now?"

"Cheez Whiz?" Rhodey said.

"Lightning."

"Yeah." Tony said.

"Lightning won't help you, pal. It's gotta be me." Bruce said and Thor let go of Peter. "You saw what those stones did to Thanos. It almost killed him. None of you could survive."

"How do we know you will?" Steve asked.

"We don't. But the radiation's mostly gamma." Bruce said and took a good look at the gauntlet. "It's like... I was made for this."

Then 2014 Nebula snuck off to the Quantum portal and activated it.

"Good to go, yeah?" Tony said.

"Let's do it. Bruce said.

"You remember– everyone Thanos snapped away five years ago and just bringing them back to now, today. Don't change anything from the last five years."

"Got it." Bruce said and everyone got ready and suit up.

"F.R.I.D.A.Y., do me a favor and activate Barn Door Protocol. Will you?"

"Yes, boss." F.R.I.D.A.Y. said and Avengers facility went on lockdown.

"Everybody comes home." Bruce said and put on the gauntlet, which nanobotically expanded to fit his hand, and the power surge overwhelmed him.

He grunted in pain.

"Take it off! Take it off!" Thor said.

"No, wait. Bruce, are you okay?" Steve said.

"Talk to me, Bruce." Tony said.

"I'm okay. I'm okay." Bruce said.

Thor gave a double thumbs up.

Meanwhile 2014 Nebula was opening the Quantum Tunnel and brought the Sanctuary II to the present. Bruce screamed, fighting through the intense pain coursing through his body courtesy of the gauntlet, and managed to snap his fingers. Then he fainted and the gauntlet slid off his arm, Clint kicked it away.

"Bruce!" Steve said.

"Don't move him." Tony said.

"Did it work?" Bruce asked holding Steve's arm.

"Worth a shot. It's over. It's okay." Thor said.

Scott walked towards the outside windows and saw plants and birds. Clint heard his phone ringing and saw it's his wife calling.

"Honey. Honey." he said struggling to speak from sheer happiness.

"Guys– I think it worked!" Scott said.

Bruce opened his eyes and saw the Sanctuary II up in the sky and a single missile heading towards the base blowing away Scott away. Then a continuous array of missiles destroyed the base completely and everyone sunk below to the underground.

Bruce was holding up tons of debris from collapsing on top of the other Avengers with his one good arm. Some debris was stuck on top of Rocket.

"I can't breathe. I can't breathe! I can't breathe." Rocket said

"Canopy. Canopy. Canopy." Rhodey said and got out of his damaged suit.

"Rhodey, Rocket, get outta here!" Bruce said and Rhodey crawled over to help Rocket while taking a rebar as leverage to lift the debris off Rocket.

"Hurry up! Hurry up! Come on!" Rocket said and Rhodey got him out and they sighed in relief.

"Rhodey!" Bruce said and a flood engulfed both Rhodey and Rocket.

Scott who survived the blast by shrinking.

"Mayday, mayday! Does anybody copy? We're in the lower level, it's flooding!" Rhodey said.

"What?" Scott said.

"We're drowning! Does anybody copy? Mayday!"

"Wait! I'm here! I'm here, can you hear me?"

Meanwhile Clint was in the sewer system trying to get his bearings and flashed a light upwards to see what happened.

Cap?" he said and found the gauntlet with him but sensed he's not alone down there.

He shot an arrow with light towards the dark tunnel and found hordes of Outriders.

"Damn." he said under his breath, took the gauntlet and ran towards the opposite direction while the Outriders chase after him.

At the Sanctuary II and it beamed 2014 fully armored to the ground and Nebula walked towards him.

"Daughter." 2014 Thanos said.

"Yes, Father." 2014 Nebula said.

"So, this is the future. Well done."

She took off the orange plate on her head and threw it away.

"Thank you, Father. They suspected nothing." she said.

2014 Thanos put his double-bladed sword on the ground, took off his helmet and put on top of the sword's edge.

"The arrogant never do." he said and sat down. "Go. Find the stones. Bring them to me."

"What will you do?"

"Wait."

2014 Nebula proceeded to go find the stones and 2014 Gamora was watching. Then 2014 Gamora headed over to where Nebula was being held prisoner.

"Tell me something. In the future, what happens to you and me?" 2014 Gamora said.

"I tried to kill you. Several times." Nebula said and 2014 Gamora rolled her eyes. "But eventually, we become friends. We become sisters." she said and 2014 Gamora held out her hand.

"Come on. We can stop him." 2014 Gamora said and Nebula took it.

Meanwhile Tony was walking towards unconscious Steve on the ground.

"Come on. Wake up." he said. "You lose this again, I'm keeping it." he said holding Steve's shield.

"What happened?" Steve asked.

"You messed with time. It tends to mess back. You'll see." Tony said and helped him to his feet.

Then they walked up to join Thor, observing 2014 Thanos from a distance.

"What's he been doing?" Tony asked.

"Absolutely nothing." Thor said.

"Where are the stones?" Steve asked.

"Somewhere under all this. All I know is he doesn't have them." Tony said.

"You know it's a trap, right?" Thor asked.

"Yeah. And I don't care."

"Good. Just as long we are all in agreement." Thor said and thunder cracked as he stretched out both hands to summon both Stormbreaker and 2013 Mjolnir. Then his casual clothes transformed into his amour and cape, with his beard getting some braid treatment. "Let's kill him properly this time." he said and they walked over to confront Thanos face to face.

"You could not live with your own failure. And where did that bring you? Back to me. I thought by eliminating half of life, the other half would thrive. But you've shown me that's impossible. And as long as there are those that remember what was, there will always be those that are unable to accept what can be. They will resist." 2014 Thanos said.

"Yep. We're all kinds of stubborn." Tony said.

"I'm thankful. Because now, I know what I must do." 2014 Thanos said and stood up. "I will shred this universe down to its last atom." he said and put on his helmet. "And then– With the stones you've collected for me, create a new one. Teeming with life, but knows not what it has lost but only what it has been given." he said and Thor lit himself up. "A grateful universe."

"Born out of blood." Steve said.

"They'll never know it. Because you won't be alive to tell them."

The fighting started and Thor and Tony went straight at him.

Meanwhile, Hulk was under all of the mess trying to hold up the structure. Rhodey and Rocket were breathing for their lives.

"See you on the other side, man." Rhodey said.

"Hang on! I'm coming!" Scott said.

Meanwhile Hawkeye was running with the infinity gauntlet blowing the place, and escaped before the Outriders overwhelm him. Then he saw Nebula.

"Oh, hey– I know you." he said and gave her the gauntlet.

Then she put her hand on her earpiece.

"Father." 2014 Nebula said and Clint gasped and found out that she's from 2014. "I have the stones." 2014

"What?!" he said and tried getting up but she stepped her foot down on him and points her gun at him.

"Stop." 2014 Gamora said and came around the corner.

"You're betraying us?" 2014 Nebula said and with her hands up, joined 2014 Gamora.

Then she point edher gun at her future self.

"You don't have to do this." Nebula said.

"I am this."

"No, you're not." 2014 Gamora said.

"You've seen what we become." Nebula said.

"Nebula, listen to her."

"You can change."

"He won't let me." 2014 Nebula said and pointed her gun at 2014 Gamora.

"NO!" 2014 Gamora said.

Then present Nebula shot 2014 Nebula and she died. Hawkeye picked up the Infinity Gauntlet.

Back with Peter, Steve and Thor.

"Okay, Thor. Hit me." Tony said and Thor banged his 2 hammers together combined with his lightning.

Tony's suit sucked up the energy and he shot it out using his hands and his body. Thanos twirled his blade really fast to divert the energy. Then he grabbed Stormbreaker and used it to bat Mjölnir to hit Thanos who used Tony as a shield resulting in damage to his system.

"Boss, wake up!" F.R.I.D.A.Y.

Steve tried to attack Thanos but was easily shielded away by the Mad Titan. Thor's attack on him was blocked by his sword. Thor was beaten and choked by Thanos, as he punched him. Mjolnir was flicked away as Thanos relentlessly beat up Thor, throwing him into a tree and socking him before throwing him over rubble and socking him again. Thor tried grabbing Stormbreaker but Thanos grabbed it and used it against Thor as he tried to defend himself. 2013 Mjolnir started floating off the ground while Thanos was digging it into Thor, when suddenly Mjolnir flew into Thanos, zoomed past, stopped and flew back, both look on in amazement as Steve picked up the hammer.

"I knew it!" Thor said.

Then 2014 Thanos' kicked him to the ground and proceed to battle Steve dual wielding both his shield and 2013 Mjolnir.

Steve proceeded to charge at Thanos swinging 2013 Mjolnir and hitting Thanos in the face knocking him down. Steve threw his shield and 2014 Thanos deflected, Steve threw 2013 Mjolnir to his shield creating a shockwave and knocking 2014 Thanos off his feet. Then Steve went on the offensive on him, throwing his shield first at him and quickly hitting it back at him again with Mjolnir. He lined his arm back up and underarmed a channel of lightning on Thanos who eventually got the upper hand as he removed his helmet, stabbed Steve on the leg and knocked 2013 Mjolnir out of his hand. Thanos proceeded to destroy Steve's shield with his double-bladed sword and threw him across the battlefield.

Then Steve staggeredly tried to get up.

"In all my years of conquest– violence– slaughter– It was never personal. But I'll tell you now– what I'm about to do to your stubborn, annoying little planet– I'm gonna enjoy it. Very, very much." 2014 Thanos said and summoned his entire army to the ground including the Children of Thanos, Chitauri, Sakaarans, Outriders and Chitauri Gorillas.

Upon seeing the army descending on Earth, Steve slowly got back to his feet. With a fierce determination, he tightened his broken shield to his arm and stood against Thanos' giant army alone. Suddenly, a crackling came in on his communicator.

"Hey, Cap, you read me?" Sam said and Steve stopped and looked around. "Cap, it's Sam. Can you hear me?" he said and a yellow portal started forming behind him. "On your left."

Steve looked behind to see the portal on his left side. Three figures step through; Okoye, Shuri, and Black Panther, fully restored and ready to fight. Steve and the revived Wakandans shared a look when Sam zoomed in from above in his Falcon armor. As he did, dozens more portals started opening all around the battlefield. Through one of these, Strange descended in joined by Drax, Mantis, Star Lord, and Peter. Everyone watched in confusion and awe as more and more heroes arrived from all corners of the universe, all backed up with forces of their own including Black Panther and his Wakandan army, Valkyrie and the Asgardians, Wong and the Masters of the Mystic Arts and several Ravager ships. Amongst the throngs of heroes we see Bucky, Groot, the Scarlet Witch, the Wasp, and Pepper in her own iron suit arrived. Nearly every hero had magically been transported to the battlefield to face Thanos' hordes.

"Is that everyone?" Strange asked.

"What, you wanted more?" Wong asked.

Giant-Man emerged from the rubble of the Avengers facility with Professor Hulk, War Machine and Rocket. The Avengers, Guardians, Wakandans, Asgardians and Ravagers took up battle positions standing across Thanos' forces.

"AVENGERS!" Steve said and summoned Mjolnir. "–assemble."

Thor made a battle cry, as does Black Panther and the heroes charge, the Avengers theme swelling with their stride. Thanos raised his sword towards them, commanding his army to charge as well. Then both sides collide. Drax and Korg, Pepper and Tony, all were battling against Thanos' army.

Steve and Thor were fighting and Steve took Stormbreaker but Thor flew to him and passed Mjolnir.

"No, no, give me that. You have the little one." he said.

Meanwhile Tony was fighting some of Thanos' army. But Cull Obsidian punched him to the ground, then Giant-Man stomped him flat and Peter ran to Tony.

"Hey! Holy cow! You will not believe what's been going on. Do you remember when we were in space? And I got all dusty? I must've passed out, Because I woke up, and you were gone. But Doctor Strange was there, right? He was like, "It's been five years. Come on, they need us." And then he started doing the yellow sparkly thing that he does all the time." Peter said.

"He did? Oh, God." Tony said.

"What are you doing?" Peter asked and Tony hugged him, making him shocked, but hugged Tony back. "Oh, this is nice."

Meanwhile Star-Lord was fighting a bunch of Sakaarans, killing all of them except one, making him fall over dead and he dropped on Qull. He got up and saw 2014 Gamora. Thinking its present Gamora, he was shocked.

"Gamora?" Quill said and slowly approached her. "I thought I lost you." he said and touched her hair, not knowing she isn't present Gamora.

Then she grabbed his hand firmly off her hair.

"Ow." he said.

Then she kicked him in the nuts, slightly hurting him.

"Don't– touch–" she said and kicked him again, but harder. "me!" she said and he fell from the pain, while she wiped her face.

"You missed the first time– Then you got them both the second time."

"This is the one? Seriously?" she asked Nebula.

"The choices were him, or a tree." Nebula said.

Quill was pointing to 2014 Gamora in confusion, then to Nebula in question, and then back to Gamora.

Later, Clint was running with the gauntlet.

"Cap, what do you want me to do with this damn thing?" he asked.

"Get those stones as far away as possible!" Steve said.

"No! We need to get them back where they came from." Bruce said.

"No way to get them back. Thanos destroyed the quantum tunnel." Tony said.

"Hold on!" Scott said and shrunk to normal size and pulled out a remote. "That wasn't our only time machine." he said and pressed the button, activating Luis's van's Horn and was heard from afar.

Hearing so, Steve went to higher ground.

"Anyone see an ugly, brown van up there?" he asked.

"Yes! But you're not gonna like where it's parked!" Valkyrie said.

"Scott, how long you need to get that thing working?" Tony asked.

"Maybe ten minutes." Scott said.

"Get it started. We'll get the stones to you." Steve said.

"We're on it, Cap." Hope said.

Then they shared a look and they shrunk. Scott grabbed her and they flew to the van. Strange trapped a group of Chitauri in his magic and sent them through portals as Tony joined him.

"Hey. You said one out of 14 million, we win, yeah? Tell me this is it." Tony said.

"If I tell you what happens, it won't happen." Strange said.

"You better be right."

Meanwhile Scott and Hope were entering a small hole in the van's window, getting to the drive seat, regrowing and trying to activate the Quantum Tunnel.

"It's a mess back here." Hope said.

"It's– it's dead." Scott said.

"What?"

"It's dead. I have to hotwire it."

"Where's Nebula?" Thanos asked.

"She's not responding." Corvus said.

"Sire!" Ebony said pointing and Thanos saw the gauntlet.

Clint rushed through Outriders, before finding himself surrounded and saved by Black Panther.

"Clint! Give it to me." T'Challa said and Clint gave him the Gauntlet and he ran towards the van while fighting Thanos' army.

Eventually he was stopped by the double edged sword, boomeranged by Thanos. When it got back to him, he charged T'Challa, but was stopped by Wanda, filled with anger for the loss of Vision.

"You took everything from me." Wanda said.

"I don't even know who you are." 2014 Thanos said.

"You will." she said and with her powers, she picked up some debris on the ground and tried to crush him with it.

Ebony May grabbed the Gauntlet with his telekinesis of bricks and did the same for T'Challa, trying to stop him from getting the glove.

"I got it!" Peter said and grabbed the Gauntlet with his webshooters and swa surrounded by Chitauri. "Activate Instant Kill!" he said and the Robotic Spider Legs came out of his back, stabbing the Chitauri.

Thanos tried to kill Wanda with his double-bladed sword, but Wanda pushed it away and used her powers to try and crush him.

"Rain fire!" 2014 Thanos said.

"But sire, our troops!" Corvus said.

"Just do it!"

Then the spaceship cannons appeared and started firing at the heroes. It flung Wanda away. Wong made a shield and held it up and the others did the same. Suddenly one of the cannons hit a dam and water started flooding into the battlefield. Pepper was the first to notice.

"Uh, is anyone else seeing this?" she asked.

Strange looked at the broken dam and used his magic to stop the water from flooding the battlefield.

Meanwhile, Peter was still battling the Chitauri.

"I got this. I got this! Okay, I don't got this. Help! Somebody, help!" Peter said.

"Hey, Queens, heads up." Steve said, threw Mjolnir, and Peter shot a web and glided along.

Then Pepper caught him.

"Hang on. I got you, kid." she said and dropped him on Valkyrie's Pegasus.

"Hey! Nice to meet you– OH, MY GOD!" Peter said and the cannons knocked him off the Pegasus, then turned to face something in the sky as the cannons start shooting at something.

"What the hell is this?" Sam asked.

"F.R.I.D.A.Y., what are they firing at?" Tony asked.

"Something just entered the upper atmosphere." F.R.I.D.A.Y. said.

Then a bright light of thundering energy came surging down as Carol flew through the ship, and it resulted in an explosion and the ship crash-landing in the lake.

"Oh, yeah!" Rocket said.

"Danvers, we need an assist here." Steve said.

Meanwhile Scott was finally activating the Quantum Tunnel.

Meanwhile Carol was landing near Peter, standing there holding the gauntlet with his body.

"Hi. I'm– Peter Parker." Peter said.

"Hey, Peter Parker. You got something for me?" Carol asked.

"I don't know how you're gonna get it through all that." he said, got up and handed her the gauntlet.

Then Wanda arrivedV with Valkyrie flying on her Pegasus as she arrived.

"Don't worry." Wanda said.

"She's got help." Okoye said and Pepper landed next to Okoye, followed by Mantis, Shuri, the Wasp, 2014 Gamora and Nebula.

Pepper landed next to Okoye, followed by Mantis, Shuri, the Wasp, 2014 Gamora and Nebula. Thanos' army charged while the women help Carol go through the Outriders, Sakaarans and Chitauri. 2014 Gamora took out a gorilla, while Okoye took out Corvus Glaive. Wanda and Valkyrie destroyed two leviathans. Carol then started flying towards the van with the Gauntlet, flying past enemies and going through enemy blockades that are in her way with ease. Thanos, seeing this, started running to her, but was stopped by Pepper, Shuri and The Wasp, who blast him backwards. Thanos, after seeing Carol fly past him, threw his double sword at the van, destroying it and the quantum realm tunnel, throwing her backwards and losing her grip on the Gauntlet, which fell to the ground. Strange steadied the water after the explosion. In the final brawl for the Stark Gauntlet, Tony moved one of Thanos' enemies aside and saw the Gauntlet. He ran to get it, but saw Thanos, who he tackled. Thanos smacked Tony away, knocking him out.

Then Thor arrived with Stormbreaker and 2013 Mjolnir in an attempt to pin Thanos' arm down, with assistance from Steve. However, Thanos overpowered them and knocked them both out. After picking up the Gauntlet, Carol arrived, punching away at Thanos while he held the Gauntlet. She kept punching him, but he grabbed her by the arm and flung her away. Then he put on the gauntlet, gamma radiation from the stones eating at him as he tried to snap, but Carol raised again, and stopped his fingers from snapping, opening up his hand similar to what Steve did. Thanos headbutted her, but it did nothing. Just as Carol was gaining the upper hand by rising up and forcing Thanos onto his knees, he pulled the Power Stone out of the Gauntlet and used it in his free hand to hit her away. Tony looked in question at Strange, who simply raised one finger, telling him that the one win over Thanos he foresaw was at risk and Tony nodded. Thanos put the Power Stone back into the Gauntlet, yelling from the gamma radiation coursing through him, until Tony made one last attack on him, pulling on the Gauntlet before Thanos punched him away.

"I am– inevitable." Thanos said and snapped his fingers, but nothing happened except a metallic "clink."

He saw the Infinity Stones were missing. Tony had the stones on his own gauntlet, the gamma radiation coursing through him, to Thanos' shock.

"And I– am– Iron Man." Tony said and snapped his fingers with a loud "CLANG" and a blinding flash of white.

Rocket fired at a Leviathan and before it devours him, it crumbles into ash. The Black Order started crumbling to ash. T'Challa and Quill looked around in surprise; Steve looked on in exhaustion, knowing that they have won. Thanos, in horror, looked around and saw his entire army disintegrate. He looked at Steve, who just stared at him. Thanos sat down and mourned before slowly being erased from existence himself.

Meanwhile the power of the gauntlet raw energy had left Tony's entire right side fatally injured. He stumbled for a bit before his body collapsed besides a pile of debris. Rhodey soon flew in and went up to him to see him fading away. He bowed his head, knowing the damage was done. Then Peter flew in and saw Tony collapsed on the ground.

"Mr. Stark?" Peter said and ran up to him with tears forming in his eyes. "Hey– Mr. Stark? Can you hear me? It's Peter. Hey. We won, Mr. Stark– We won, Mr. Stark. We won. You did it, sir. You did it." he said and knelt but Tony was unresponsive and Peter broke down and hugged him. "I'm sorry– Tony–"

Then he gently put Tony aside to grieve and Pepper sat in front of the fading Tony.

"Hey." she said.

Tony was barely able to move his head, but managed to look Pepper in the eyes.

"Hey, Pep." Tony said he said quietly.

Pepper put her hand on his Arc Reactor and he rest his hand on hers. She took a good look at his fatal injuries and knelt.

"F.R.I.D.A.Y.?" she said and Tony smiled with tears in his eyes.

"Life functions critical." F.R.I.D.A.Y. said and Tony smiled with tears in his eyes.

"Tony. Look at me." Pepper said and made sure he got a long look at his smiling face. "We're gonna be okay. You can rest now."

With that acknowledgement, Tony's arc reactor flickered off for good. Pepper couldn't contain her grief anymore and started crying on his shoulder. Tony Stark, Iron Man, Earth's Best Defender, died. All the heroes gather and knelt in honor of Tony.

Could've loved you all my life

The next day Steve and Bucky were at Steve's apartment.

"How? How has it been five years?" Bucky asked.

"It's what Thanos did with that snap. He did that five years ago and then Strange somehow got you guys to come back." Steve said.

"How did you get a way to get us back?"

"It was Tony who came up with it. He made his own time heist with Bruce and Scott's help. Me, Tony and Scott went back to 2012, when we beat Loki. It turns out there were three Infinity Stones together. Clint and Natasha went to a different planet that according to Clint had a red skeleton guy."

"Red Skull." Bucky said and Steve nodded.

"Natasha ended up sacrificing her life to get it and Clint was devastated. We all were. Rhodey and Nebula were on a different planet to get another from Quill and Thor and Rocket went to Asgard to get the last one. When me, Tony and Scott were getting one of the stones while Bruce was getting another we messed up and Loki got it. So me and Tony realized there was one more time to try and get it."

"When?"

"1970. Howard found it when he was trying to find me and he was working with Peggy at the time. I saw her while I was looking for it and saw a picture of me from before the serum. The day I was training." Steve said. "I have to return the stones later after the funeral actually." he said and Bucky realized what Steve was doing.

"You're going back to her, aren't you?" Bucky said and Steve looked at him.

"I'm sorry Buck, this is my chance to get what I want."

"What about us?" Bucky asked waving his hand back and fourth. "I told you I loved you and we agreed to give this a shot!" he said fighting tears.

"I'm so sorry Bucky. But I can't lose this chance." Steve said and Bucky nodded.

"Fine. I get it, I'm not the Bucky you once knew so naturally you're leaving me." Bucky said nodding.

"That's not-"

"That's exactly what you're doing Steven Grant Rogers!" Bucky said and Steve twitched. "You were the closets thing to a family I have living, but go ahead."

"What?"

"Becca died, Rose died, Lizzy died and Violet died. Only Rose got married and had one kid and named him James George for me and dad. His wife never had kids so I'm the last living Barnes and once you leave, last living Howling Commando. Or at least physically." Bucky said. "But you go, you have a nice life while I have a hell filled one alone."

"I'm sure Sam will-"

"Me and Sam hate each other! You know that!"

Steve sighed knowing he was right.

"I'm sorry Bucky, but I'm doing this. I've done more than enough for people over the years. Now it's my turn." Steve said and Bucky looked at him and left with his hands in his pockets and tears going down.

If you hadn't left me waiting in the cold

Later Clint was at his farm, joyfully reuniting with his family. Peter met up with Ned in the hallways and shared a handshake before giving each other a heartfelt hug. In San Francisco, Scott watched fireworks with Cassie and Hope. In Wakanda, T'Challa, Shuri, and Ramonda oversaw the celebrations from their balcony.

"Everybody wants a happy ending, right? But it doesn't always roll that way. Maybe this time. I'm hoping if you play this back, it's in celebration. I hope families are reunited, I hope we get it back, and something like a normal version of the planet has been restored. If there ever was such a thing. God, what a world. Universe, now. If you told me ten years ago that we weren't alone, let alone, you know, to this extent, I mean, I wouldn't have been surprised. But come on, you know? The epic forces of darkness and light that have come into play. And, for better or worse, that's the reality Morgan's gonna have to find a way to grow up in." Tony said on voicemail over all this.

At the house Pepper, Morgan, Happy Hogan and Rhodey were watching his holographic message being projected from his Iron Man helmet. He was sitting down recording the message.

"So I thought I'd probably better record a little greeting... In the case of an untimely death on my part. I mean, not that, death at any time isn't untimely. This time travel thing that we're gonna try and pull off tomorrow, it's– it's got me scratching my head about the survivability of it all. That's the thing. Then again, that's the hero gig. Part of the journey is the end." Tony said and suddenly got up walking towards his camera. "What am I even trippin' for? Everything's gonna work out exactly the way it's supposed to." he said, leaned down and smiled then looked straight at Morgan. "I love you 3,000." he said and the message ended and the hologram cut out.

Outside the cottage Pepper carried a wreath out of the house to an audience waiting outside for the intimate funeral. She laid the wreath on the lake. On top of the wreath was Tony's first arc reactor which Pepper had framed with the words "Proof That Tony Stark Has a Heart". Pepper, Morgan, Happy and Rhodey, all being joined by Steve, Peter, May, Thor, Bruce, Strange, Wong, Scott, Hope, Janet, Hank, Quill, Nebula, Rocket, Groot, Drax, Mantis, T'Challa, Okoye, Shuri, Clint and his family, Wanda, Bucky, Sam, Harley, Ross, Hill, Carol and Fury silently watching the wreath float away.

Later Clint and Wanda were standing by the riverside.

"You know, I wish there was a way– that I could let her know. That we won." Clint said and looked over to Wanda. "We did it.

"She knows– They both do." Wanda said.

Then Clint gave her a side hug and she reciprocated.

Meanwhile Happy and Morgan were at the cabin.

"How you doing, Squirt?" Happy asked.

"Good." Morgan said.

"You good? Okay. You hungry?"

"Mm. Hm."

"What do you want?"

"cheeseburgers."

"You know your dad liked cheeseburgers? I'm gonna get you all the Delmar's you want."

"Okay."

After the funeral, Thor and Valkyrie were in New Asgard.

"So, when can we expect you back?" Valkyrie asked.

"Um– about that–" Thor said.

"Thor. Your people need a king."

"No, they already have one."

"That's funny. You're being serious?" she said and he nodded his head.

"It's time for me to be who I am rather than who I'm supposed to be. But you, you're a leader. That's who you are."

"You know I'd make a lot of changes around here."

"I'm counting on it. Your Majesty." he said and offered her a farewell handshake.

"What will you do?"

"I'm not sure. For the first time in a thousand years, I– I have no path. I do have a ride, though."

Meanwhile the Benatar was parked on the cliff.

"Move it or lose it, hairbag." Rocket said.

Quill was searching for Gamora on the screen as Thor walked in he closed it.

"Well, here we are. Tree! Good to see you. Well–" Thor said, removed his shades and tapped Quill on the shoulder. "The Asgardians of the Galaxy, back together again. Where to first?" he said and touched the screens map to pick their destination.

"Hey, just so you know, this is my ship still. I'm in charge." Quill said.

"I know. I know. Of course, you are. Of course."

"See, you say of course, but then you touch the map. It makes you think that maybe you didn't realize I was in charge."

"Quail– you– that– that's your own–"

"Quail?"

"–insecurities in there. Okay? I'm merely trying to be of service and assisting."

"It's Quill."

"That's what I said."

"You should fight one another for the honor of leadership." Drax said.

"Sounds fair." Nebula said.

Quill looked around.

"It's not necessary." he said.

"It's not." Thor said.

"Okay?"

"I got some blasters, unless you guys wanna use knives." Rocket said.

"Oooh, yes. Please, use knives." Mantis said enthusiastically.

"Yeah, knives." Drax said.

"I am Groot." Groot said and Thor and Quill laughed but Quill tried to laugh harder.

"Not necessary..." Quill said.

"There shall be no knifing one another. Everybody knows who's in charge." Thor said and Quill glanced at him.

"Me, right?"

"Yes, you. Of course. Of course. Of course."

And you got your share of secrets

Meanwhile Bruce, Steve, Sam and Bucky were at the funeral.

"Now, remember– You have to return the stones to the exact moment you got them. Or you're gonna open up a bunch of nasty alternative realities." Bruce said.

"Don't worry, Bruce. Clip all the branches." Steve said.

"You know, I tried. When I had the gauntlet, the stones, I really tried to bring her back." Bruce said and looked at Steve. "I miss her, man."

"Me, too."

"You know, if you want, I can come with you." Sam said.

"You're a good man, Sam. This one's on me, though." Steve said and went over to Bucky. "Don't do anything stupid 'till I get back."

"How can I? You're taking all the stupid with you." Bucky said and they hugged each other. "Gonna miss you, Buddy."

"It's gonna be okay, Buck." Steve said and went over to the Quantum portal and don the Quantum suit.

"How long is this gonna take?" Sam asked.

"For him? As long as he needs. For us? Five seconds." Bruce said and Steve picked up 2013 Mjolnir. "Ready, Cap? Alright. We'll meet you back here, okay?"

"You bet." Steve said.

"Going quantum. Three, two, one–" Bruce said and Steve disappeared into the Quantum portal. "And returning in, five, four, three, two, one–" he said but Steve didn't appear on the pad so he looked around the equipment.

"Where is he?" Sam asked.

"I don't know. He blew right by his time stamp. He should be here." Bruce said and Bucky turned around from the pad.

"Well, get him back."

"I'm trying."

"Get him the hell back!"

"Hey, I said, I'm trying!"

"Sam..." Bucky said and Sam walked toward him.

Sam, Bucky and Bruce saw old looking Steve sitting on a log. Sam and Bucky went near him.

"Go ahead." Bucky said with a smile forming and looked over to Sam.

He walked towards the old man and instantly recognized the now-elderly Steve Rogers.

"Cap?" Sam said.

"Hi, Sam." Steve said and looked over to him.

"So did something go wrong, or did something go right?"

"Well, after I put the stones back, I thought, maybe I'll try some of that life Tony was telling me to get."

"How'd that work out for you?"

"It was beautiful."

"I'm happy for you. Truly."

"Thank you."

"Only thing bumming me out is the fact I have to live in a world without Captain America."

"Oh, That reminds me." Steve said and brought out his shield. "Try it on." he said and Sam looked over to Bucky, who nodded and Sam held Steve's shield.

"How does it feel?"

"Like it's someone else's."

"It isn't."

Sam tried to hold back tears.

"Thank you. I'll do my best." he said.

"That's why it's yours." Steve said and shook Sam's hand.

"You wanna tell me about her?" Sam asked seeing the ring.

"No. No, I don't think I will." Steve said smiling.

And I'm tired of being last to know

A week later with T'Challa's help Bucky was given a trial.

Everyone from the Thanos fight but Steve was there to support him and a few as witnesses.

Bucky was in the bathroom coughing up what he had for breakfast right now like any other morning for the last week and Sam was trying to help him.

Steve had asked him to try and help Bucky anyway he could and Sam had swore to do what he could. Being a former councilor to soldiers and Bucky being a vet from World War II and HYDRA he knew Bucky was going to need a lot of therapy.

"Deep breaths Buck." Sam said gently rubbing his back.

"Don't touch me Wilson." Bucky snapped and Sam took his hand off.

"OK, OK." Sam said and Bucky got up, went to clean his mouth and looked at himself in the mirror.

'I can't be, can I?' he thought thinking about his serum and sighed. 'I need to see that file later if I'm cleared.' he thought rubbing his forehead with a headache just thinking about it.

"You good?"

"Yeah. Let's get this over with." Bucky said and they went to the court room to see Bruce, Thor, Wanda, Rhodey, Clint, the Guardians and Nebula, Scott, Hope, Strange, Wong, T'Challa, Shuri, Okoye, M'Baku, Fury, Hill, Carol, Pepper, Happy and to his horror, Thaddeus Ross. "What the hell is he doing here?" he asked in horror.

"I have no idea." Sam said nervous to. "But at least you have the Wakandians, fellow Avengers, Guardians, Fury, Hill, Pepper and Happy here." he said and Bucky nodded. "I have to go sit with the others now. Good luck." he said and went to sit with the other Avengers.

"All rise." the guard said and they did as told as the judge came and went to her seat and everyone sat down.

"We are here on behalf of the crimes of James Buchanan Barnes. How do you plead?" she asked and Bucky sat there in silence trying not to have a panic attack. "How do you plead Sergeant Barnes?" she asked again and he snapped out of it at the Sergeant.

"Not guilty Sir." Bucky said and winced at the name that slipped out while Sam and Rhodey looked at each other understanding what was in his head.

"Very well. May we have our first witness Princess Shuri of Wakanda please?" She asked and Shuri walked up to her.

"Do you swear to speak the truth and nothing but the truth?" The guard asked.

"I do." Shuri said.

"Princess Shuri, when Mr. Barnes came to Wakanda, what did he come to you for?" the judge asked.

"He came to me for help. He needed help finding a way of getting his trigger words to stop working."

"Did you achieve?"

"It took a while but after being in Cyrofreeze for a while, studying his files from HYDRA, his trigger words, serum and such eventually, I was able to help him along with one of our guards, Ayo."

"How long did that take?"

"It took me about six months to figure out what he needed but it took Ayo about two years to get his trigger words to stop working. But when it did, he was so happy. We all were."

While they listened to what Bucky had been through for the last 70 years from the witnesses some of the jury took notes and felt bad for him while others were to shocked or scared to do anything.

When Avengers did it they said that Steve had told them a while ago he had a friend that was an excellent snipper and had saved him to many times to count before and after the serum. They said when Thanos came they were finally able to see what kind of skills he had as Bucky Barnes and not the Winter Soldier and were all impressed at what he could do.

Ross tried to remind people about the Civil War between the Avengers while most people said it was really his and the countries that wanted it's fault and not the Avengers'. They were just doing their jobs. He said he had killed hundreds of people and Sam had stood up to him saying that he had been brainwashed multiple times for the last seventy years.

For the next few hours Bucky would be in and out of it, fighting the nausea he's had all morning and exhaustion from the nightmares he's been having.

Finally he couldn't hold it in anymore and cleared his throat.

"Your honor, can we get a ten minute break please?" he asked.

"Yes. We'll get back to this in ten minutes." se said, hit her hammer and everyone got up to stretch their legs.

Bucky got up, walked out of the room quickly without running, covered his mouth, headed to the bathroom and threw up as soon as he got in.

While he did that he heard the door open and already knew who that was.

"Bucky, you OK?" Sam asked and Bucky continued.

When he stopped he stayed on his knees panting for a minutes then flushed it, got up and opened the door.

"You OK?" Sam repeated gently and Bucky nodded.

"Just a stomach bug I think. Or it's from this trial." Bucky said and Sam nodded.

"Want me to get you some water or something?"

"If you don't mind."

"No, I'll be right back." Sam said and went to get him a drink while Bucky washed his mouth.

A few minutes late Sam was back with a cup of water and handed it to Bucky.

"Thanks." Bucky said and took a sip.

"You're welcome." Sam said. "What's goin' on Bucky?"

"Nothing, just mentally out of it right now." Bucky said and Sam nodded.

A few minutes later they were back in the trial and it was Sam's turn.

"Next I call Sam Wilson to the stand." she said so Sam got up, walked over and stood there waiting.

"Do you swear to speak the truth and nothing but the truth?" The guard asked.

"I do." Sam said.

'I promise Steve, Buck, I'll get him out.' he thought and sat down.

"How did you and Mr. Barnes meet?" the judge asked.

"Uh, not the best. He actually got the steering wheel of my car." he said and some people chuckled.

'Sorry.' Bucky mouthed but Sam waved his hand.

'All good.'

"But after a while Steve told me about him and what he did for him back then and I realized, Bucky was Steve's Captain America. Being a former Air Force member myself, I respect what Bucky did all those years ago. He risked his life for the US at WWII as a Sergeant at 27. That usually takes until at least your thirties, so that, is impressive." Sam said and Rhodey nodded.

"How does he treat you now?"

"Better. We're still iffy but we both just lost a close friend and Bucky just lost the closet thing to a brother he ever had so we're both a little emotional right now. After the fight with Thanos, we all traumatized. Being a councilor for soldiers myself, I know we all have at least a bit of trauma while Bucky, he's got Complex PTSD. And that, is not common or easy to treat. When Steve left me a note saying I was the next Captain America, Bucky texted me saying that if I ever needed help, he'd be a text of phone call away. Where Captain America is, there's Bucky Barnes. A very skilled snipper, Super Soldier while I'm just a trained soldier and Falcon. I'll never be as good as Bucky and Steve, but if Bucky helps me, I'll be better. A few days ago he showed me videos of Steve from right after he got the serum. Before and after the Howling Commando's was created. It was hellacious the beginning. God I wish I could've been there in person. And when there were scenes with Bucky in them, you could see how skilled he really is. He saved Steve to many times count." he said shaking his head.

Bucky was touched at what Sam had said.

"Do you really see him as your partner when you take the role of Captain America?" she asked and he looked at Bucky.

"Yes. He's saved Steve so many times, I'm sure he'll save me plenty of times to. Unlike him and Steve, I'm a normal person with just the skills to fly. Bucky has the skills of a soldier, spy, assassin and more. They called him a Ghost Story because he could always get away in seconds and not find him anywhere. Sill to this very day he can do that. And it scares the hell out of me." he said and Bucky smirked. "Wipe that smirk off your face man." he said looking at Bucky and people couldn't help but chuckle. "No wonder Steve called you a jerk." he muttered.

"That's all Mr. Wilson." she said and he got up to sit down. "And last I call James Barnes to the stand." she said so Bucky took a deep breath, got up, walked over to her, stood there waiting and slowly raised his shaking hand.

"Do you swear to speak the truth and nothing but the truth?" the guard asked.

"I-I do." Bucky said and sat down.

"Mr. Barnes, what is the last thing you remember before becoming the Winter Soldier?"

"I remember falling off that train. I was holding the shield, leaping in front of Steve to protect him while he was on the ground. Then a gun fired and hit the shield blowing me through the hole in the wall. I grabbed the edge as one go the troopers weapons blast me and started powering back up while Steve tried to grab me. While he started pulling me in the trooper fired, got my arm with some kind of blue light and I started falling." he said and saw what happened that day.

At the forward car trooper turned back to Steve as he got to his feet. The trooper aimed at the star on Steve's chest. Bucky grabbed Steve's shield off the floor and leapt in front.

"Bucky, no!" Steve said.

The cannon fired, hitting Bucky square in the shield blowing him through the hole in the wall. With a last desperate effort, Buck snagged the jagged edge. The trooper's weapon was momentarily spent by the blast. As it started to power back up. Steve lunges, grabbing Bucky's slipping hand. Steve started pulling him back in. Then The Trooper fired, vaporizing Bucky's arm Into a blue mist.

On the roof, Jones stared in horror as Bucky's body whipped away, tumbling into a bottomless gorge.

Back at the forward car Steve reached out in anguish.

"BUCKY!" he said but the only response was wind and the clatter of train wheels.

"What happened then?" she asked while he sat there in silence for a minute. "Mr. Barnes?" she said while Sam looked at him worried and realizing he was having a flashback.

"He's having a flashback for honor, give him a minute." Sam said and she nodded.

"Mr. Wilson, could you?" she asked remembering he was a counselor for soldiers and he nodded, got up and walked over to Bucky.

"Bucky? Buck it's me. It's Sam." Sam said gently. "You gotta come back OK?"

"S-Sam?" Bucky said in a hoarse voice and Sam nodded.

"Yeah, it's just me. Not HYDRA, Pierce, Zemo or anyone. Just me."

"W-where are we?"

"We're at court trying to get you cleared."

"R-right."

"You good so we can finish this?" Sam asked and Bucky nodded so Sam patted him on the back and went to sit down.

"What was the question your honor?"

"What happened after the fall?" the judge asked and he took a deep breath.

"I was in snow, about half my left arm was bleeding and barley there when a few Nazis found me and took me to HYDRA base." he said, took a shaky breath and looked at Sam to see him nod mouthing, 'In, out' so he nodded.

Bucky was being picked up by Hydra agents and taken to base.

"When I got to the base one of them went to find Zola while others started to get me to recover. There were scientists everywhere, agents everywhere, and when Zola came in he bent down, looked at me remembering what happened in '43 and started to heal me." he said and shut his eyes for a second.

When he got there he was being recovered by Zola and more HYDRA agents.

"He had a few agents amputating my left arm with me awake, no pain killers, nothing. When they were done, I looked at my arm and strangled one of them by accident because I didn't know how to use it or how much strength I had gotten yet. I'll never forget what he called me after." he said shaking his head.

"Sergeant Barnes…" Zola said and looked at a file of 43. "The procedure has already started." he said and the Hydra agent amputated his left arm replacing it with the metal arm. "You are to be the new fist of HYDRA." he said to his men. "Put him on ice." he said to his men and he was being sent to cyrofreeze for the first time.

"And what was that?"

"He said I was to be the new fist of HYDRA. After that, he had me put in cyro freeze for the first time. For the next seventy years I was frozen off and on. The first time I was let out in 51 to aid the Soviet Armed Forces during the Korean War. Then President John F. Kennedy in 63, Howard and Maria Stark in 91, trained Black Widow Natalia Romanoff in 99, shot her in 09, almost killed Nick Fury, Natalia, Steve and Sam in 14 and again in 16. After that little fight between Steve and Stark, me and Steve went to find Zemo, prevent him from opening the other four Winter Soldiers."

"I'm sorry," the judge said cutting him off. "other Winter Soldiers?"

"The night I was set to kill Howard Stark, he somehow created another version of the Super Soldier Serum. Probably had some blood from Steve and used that. They wanted me to kill him and get the serum so they could create more Winter Soldiers. Usually to hide my identity they had me where a mask and glasses, but that time they didn't. I'd say probably because they knew I was close to Howard during the war. The last thing he said before I killed him was my name, Sergeant Barnes. He was shocked and confused while I said nothing and shot him. When I got him, I put him in his car and strangled his wife. After that I shot the camera, opened the trunk of his car, his brief case to see the new serum and bought it to base. When I got back to base, they gave it to six of the most elite death squad." he said and thought about that night in 91. "More kills than anyone in HYDRA history before the serum and were worse than me. The guy in charge at the time, Vasily Karpov could control them just barley enough. They spoke 30 languages, could hide in plain sight, infiltrate, assassinate, destabilize, took a whole country down in one night and you'd never see them coming." he said and saw that day.

Four young men and a young woman were siting up in hospital beds as the blue fluid was fed intravenously into their arms. The drip bags hung on stands beside them. They're all fit and muscular. One man, Josef, flexed a huge biceps screaming, dragged into a cell and left on a bed.

"It hurts!" he said and struggled in leather bindings.

Meanwhile Karpov was sitting at a desk in a corridor, making notes and listening. Then he opened the door to a lab and switched on the light while Josef was sitting on a bed and looked up at Karpov.

Later Bucky and Josef fought each other in a barred chamber. The other four given the blue liquid were there when Josef kicked with enormous power, sending Bucky flying. Watching Karpov fold his arms.

"Очень хорошо, Иосиф." Karpov said.

Then a medic took Josef's pulse and Josef slammed him onto the floor. A soldier clubbed him onto the back with no effect and Karpov got behind Bucky and aimed a gun.

"Солдат, вытащи меня отсюда!" he said as Josef and the other four Winter Soldiers effortlessly dispatch a squad of Soldiers and Bucky escorted covering Karpov from the barred chamber, batting guards aside.

"How did you survive?"

"When 107th was captured by HYDRA I was the youngest member of the crew but also the higher rank and second in command so they wanted me. They started experimenting on me. Testing my skills, strength, speed, intelligence and more. When I was finally at my weakest point Zola decided it was time to test me on his version of the serum Steve had. When Steve came to save us they were starting the Winter Soldier program on me. They had already started brainwashing me. I kept repeating my name, position and serial. When Steve found me he helped me walk for only about five minutes and then I was fine. I thought it was adrenaline but when I remembered that he injected something in my arm I started wondering if that was it to. The only difference between our serums is that mine doesn't make me look stronger and doesn't help with my peanut allergy. Other than that, it matches Steve's perfectly." he said and they all looked at him in shock.

"Why do you look so young for your age?"

"When the Nazi's found me after that fall they started working on the Winter Soldier program. I got my metal arm, brainwashed, training and cyrofreeze off and on for years." he said and thought about all the times they did it to him. "For the next seventy years I was in and out of Cyro freeze. At least fifty years I was there and twenty I was on missions killing people like Howard and Maria Stark for their version of the serum they created in 91 or training a people in a certain program and a former SHIELD agent." he said catching SHIELD member and Avengers' attention.

"What do you mean?" she asked and he chuckled.

"I'm the reason agent Natalia Romanoff was so good." he said and they all froze.

"What are you talking about?"

"Every few years the Red Room and HYDRA would work together to get their best Widows better. So, naturally they wanted the best assassin there is. Which means, they wanted the Winter Soldier. I'm the reason she could get away with anything, anyone, one hit you're dead or severally injured, get away from danger most of the time, never miss and more." he said and looked at Clint, Fury and Hill. "Your best agent, was created by me. She was close to getting me a few times, but we both knew I'd win. Any time, any day, anywhere. I have over seventy years of experience from being an excellent snipper to a master assassin. Compared to me, Barton is an amateur, Fury and Hill are pretty good but could do better and Coulson is a rookie." he said and thought for a second. "In our case, I'll go in position order from Private to General in my opinion." he said catching the soldiers attention, former or current. "Coulson is a Private but with one patch, Barton is Corporal, Wilson is Captain, Rhodes and Hill are Lieutenant Colonel, Fury is Colonel, and I am General. So Rhodes and Fury would stay in their positions." he said and shook his head. "I'm not trying to be rude or anything like that but after they let Zola join SSR in 45, they screwed up big time. He was HYDRA's spy and as time went on, more and more people from HYDRA worked there. And the founders didn't know." he said and chuckled darkly. "Like they said, cut off one head, two more shall come it's place. The only place that wasn't taken was mine. The other four were to dangerous to be woken so they lived off me. Only one of this four beat me though. The other three were gone in two minutes, three tops. At the little Civil War between the Avengers, I thought Zemo was going to wake them up when really, he killed them. Leaving me the last living Winter Soldier. And now that Steve is gone, the last living Super Soldier." he said and and looked at the Avengers. "You are the reason he framed me in 2016. When the Ultron happened, his wife and son were killed so he made it look like I killed those people. He learned my trigger words, got me to snap into the Winter Soldier and attack Steve, Wilson, Stark, Natalia and the rest is history. I wasn't even in the US at the time! And yet, I was blamed for a crime I didn't commit."

Sam looked at him and knew he was fighting his emotions while Coulson and Clint were hurt by their positions but at the same time knew he was right. After all, Clint didn't have any powers or suits. All he had was his bow and arrows.

"Thank you Mr. Barnes, that's all. You can sit back down." she said and he got up and sat down. "We'll be back in fifteen minutes with the jury's decision."

Then Bucky leaned back on his seat with his eyes shut taking deep breathes to try and calm down.

While he did that Sam saw a panic attack coming so walked over to him and put his hands on his shoulders while some people watched to see what he did as a councilor.

"Deep breaths. Just look at me and listen to my breathing. In, out. In, out." Sam said gently and Bucky did as told for a few minutes to calm down.

When he calmed down people were impressed at what Sam could do with someone that has as much trauma as Bucky.

"You with me?" Sam asked and Bucky nodded. "Let's go get you some water, yeah?" he said and Bucky nodded.

They got up and left to get some water.

While they did that Sam stayed with Bucky like glue to make sure he wasn't having another panic attack.

Soon they were back in the court room waiting to hear what they decided.

Bucky's knee was shaking and his right pointer was tapping on the table while Sam watched him worried and counting down the seconds before another panic attack came out.

"Have you made your decision?" the judge asked.

"We have your honor." a jury member said.

"And?"

"After much consideration we've decided James Barnes, not guilty." they said and the heroes all smiled.

"Cleared of all charges." she said and hit her hammer down.

Then Bucky burst into tears of relief while the others cheered.

Sam smiled widely until he saw Bucky's face and frowned so got up to look at him and walked over to him.

"Bucky?" he said gently. "You OK?"

"I, I, I'm free." Bucky said and cried hard of relief. "After seventy five years, I'm finally free!" he said and Sam smiled.

"Yeah Buck, you're free." Sam said patting him on the back.

T'Challa and Shuri watched him smiling happy they had gotten him free both mentally and physically.

"Why don't we get to you're place, order some pizza and celebrate?" Sam asked and Bucky nodded and got up.

And now you're asking me to listen

The day after the trial Bucky was at home looking at his HYDRA files to find what he was looking for.

"There you are." he muttered and read to find out the serum turned him into a herm to try and breed more Super Soldiers creating Winter Soldiers. "Son of a bitch!" he said and slammed the file closed.

Then he got up and headed to a drug store to find what he was looking for.

When he got to one he grabbed a few different tests, used the self check in to hide what he was getting and left.

When he got home he went to the bathroom and took all the tests.

He sat there for five minutes waiting for the results.

When it had been five minutes he took a deep breath and looked at them to see them all positive.

"Oh shit." he said out of breath and looked at his stomach in shock. "Why does my life have to be so complicated?"

Cause it's worked each time before

A few days later he was sitting at home thinking about what he found out the other day when his phone rang and he jumped to see it was Steve.

He stared at it for a minute and hit reject.

A few minutes later he saw a text from him and sighed so looked at it.

Congrats on being cleared! I'd like to meet up sometime.

Bucky just stared at it in shock at what it said.

"Son of a bitch." he muttered. "Now he wants to meet up?" he said, put his phone down and went out for a walk.

But you don't have to call anymore

A few days later he was at the doctor to find out where he was.

"It looks like you're doing fine so far. I'm surprised you didn't have a miscarriage after that fight you did." The doctor said.

"Well, I am a Super Soldier so that might be it." he said and she smiled.

"True." she said. "Everything is doing fine and it looks like you're seven weeks along." She said and he nodded. "Now you have a few options. You can keep it, have it and give it away or an abortion. Abortion is until twenty four weeks." she said and he nodded thinking.

"I'm not getting rid of it. This might be my only chance of having my own kid. I'm not missing this." he said and she nodded printing him a picture.

"Alright. I want to see you every three weeks." she said and handed him the picture.

"OK. Thanks." he said, got up and left.

When he got home he looked at the picture and couldn't help but smile.

"You'll be fine baby. I won't let anything happen to you," he said and thought. "and neither will uncle Sam." he said, put the picture on the fridge and went to relax for a while.

I won't pick up the phone

It had been a week since he found out he was seven weeks pregnant and he would have nightmares of his murders most nights.

He was trying to relax to not risk having a miscarriage but at the same time knows being a Super Soldier he has a very low chance of that happening.

He had been thinking about telling at least Sam with him being a therapist back then but wasn't sure. Sam had been texting him often to check on him but he would ignore them.

He knew he was just trying to help, but he just couldn't do it.

He knew he could trust Sam, he was going to be a great Captain America and Bucky would be there if he ever needed him but he just wasn't sure when.

Where there's Captain America, there's Bucky Barnes. Right?

Or at least with Steve there was.

He bit his lip and decided to do it just this once. He was going to text Sam.

He took out his phone and hit Sam's number.

When you take the position as Captain America, just know this, where there's Captain America, there's always Bucky Barnes. If you ever need me, text or call me and I'll be there. I was a great snipper since WWII, you know who I was for 70 years and helped you with Thanos. I was Sergeant within two years of training unlike other people and only 27 while legally Steve was always only Privet. He never finished training. He only trained for a day. Right before that fall Colonel Philips considered promoting me to a higher position after that mission, but he didn't get the chance because of the fall. I understand if you have your own team and don't want or need me, but if you o, text me a 911 and I'll call you right away.

Then he took a deep breath and hit send.

Meanwhile Sam was at work when he heard his phone go off and looked to see Bucky and was shocked.

He opened it and read the text.

While he read it Rhodey came in.

"What's goin' on?" Rhodey asked.

"Bucky, actually got back to me." Sam said.

"WHAT?!" Rhodey said and saw the text.

They read it together and were shocked and touched at what it said.

"Even after all that shit he's been through, he's still willing to help you." Rhodey said shaking his head.

"Steve did say he was his partner and second in command of the Howling Commandos." Sam said and thought. "I wonder if I can get any videos of them back then."

"That would be sweet."

Sam took a deep breath and typed back to Bucky.

Thanks. I'll Text you a 911 and set my number as a 911 for emergency contact. I was wondering, do you have any videos of you and the Howling Commandos I could watch to have ideas in the future?

Then he hit send and waited.

At Bucky's Bucky was looking at the text chuckling a little.

Sure. Steve left them all to me at his apartment. I'll drop them off at your's while you're at work.

Then he hit send and went to get the videos.

When he was done he saw another text from Sam.

Thanks! You're welcome to watch. Blast from the past and if you have any flashbacks I'll be there. I'll stop it and get right into therapist mode.

Bucky smiled a little.

Sure. Let me know when you get out and I'll come with the videos.

This is the last straw

Later Sam was at home when he heard a knock on the door and smiled.

He went to open the door and saw Bucky holding a box of videos.

"Hey man." Sam said smiling.

"Hey." Bucky said and walked in to put the videos down.

"I ordered some pizza. Steve said you liked cheese with pepperoni?"

"Yeah. Steve always like Hawaiian for some reason. Even though he was allergic to pineapples he still ate them and I'd be stuck bringing him to the damn hospital!"

"Really?"

"Oh yeah. You name it, he was allergic to it. I'd leave him alone for five minutes and he'd be doing something stupid. I'd be saying, 'Steve don't do this' Steve don't do that' You can't eat that' 'How many times are you gonna end up in the hospital by thirty?' 'Do you like getting punched?' And stuff like that." Bucky said with his arms crossed and shaking his head. "The last time I saw him in a fight before I was off to 107th he was in an alley way getting beet up. One of the last things I said was 'Sometimes I thing you like getting punched.' And to be honest, I still do!" he said and they laughed.

"I can imagine!" Sam said smiling. "How did you do it for so long? I could barley do it for the years I hung out with him!"

"I have no idea." Bucky said shaking his head. "You get the pizza and I'll get the first one started." he said and Sam nodded. "Now, some of these are from before we created the Howling Commandos so get ready to laugh your head off." he said while Sam sat down with the pizzas on the table.

"Huh?"

"Just watch." Bucky said smiling, hit play and took a slice of pizza.

Don't wanna hurt anymore

Steve wore red boots and gloves, a blue costume with a stars-and-stripes shirt and a mask with wings. Dancing girls in short skirts look expectant and he stared at the small audience, dismayed. In the crowd, Brandt looked pleased. Steve glanced over his shoulder and Brandt's aide gave him the thumbs up. The girls sang, introducing him.

"Who's strong and brave, here to save the American way?" Dancing girls sang.

"Oh my God!" Sam said and laughed.

"I told you!" Bucky said smiling.

Steve checked the cue card taped inside his triangular shield.

"Who's fighting to keep you safe at home?" he asked hesitantly.

"Who vows to fight like a man for what's right, night and day?"

"It's the American soldier, that's who."

"Who will campaign door-to-door for America? Carry the flag shore-toshore for America? From Hoboken to Spokane, The Star-Spangled man with a plan."

City names spiral past as the song continues and the theaters get Bigger...

"BUFFALO." Steve posed for a photo with a crying baby. After the flash Brandt's aide handed him another baby.

A sign read, "TAKE A SNAP WITH CAP!"

Now Brandt elbowed his way in, throwing his arm around Steve, grinning at the camera.

And you can tell me that you're sorry

While they watched Sam couldn't help but smile proud of himself for what he had done to Bucky and took a picture of him.

Then he sent it to Steve.

You left him, but I'm trying to fix him. If you won't teach me what exactly to do as Captain America Bucky said he will and is showing me the videos of you guys. He even offered to be my partner like he was yours. He said where there's Captain America, there's Bucky Barnes. And with me not having the Super Soldier serum but he does, that might help. I'll look after him.

Then he hit send and a few minutes later got a reply.

Thank you.

But I don't believe you baby

At Milwaukee Steve stood in the center of the stage as dancing girls circle him, waving tiny flags.

At Black & White Footage: Steve marched with the Troops on a war- Torn battlefield.

He was marching on a treadmill on a movie set and the word "HOLLYWOOD" spiraled up.

Like I did before

At Kansas City.

On stage, Steve took to the mic, confident.

"We all know this isn't about having a swell afternoon. This is about winning the war." Steve said.

Suddenly, a kid stood up in his seat. Panicked, he pointed at Hilter creeping from the wings and didn't notice.

"But we can't do it without bullets and bandages. Without tanks and tents. That's where you come in. More kids stand now, shouting. Look out! Behind you!" he said. "Each bond you buy protects someone you love. So our boys will be armed and ready." he said then Hitler rushed him. "And so the Germans will think twice before trying to get the drop on us." he said then spun and fake socks Hitler on the jaw.

The fuehrer goes down, the audience goes wild. Steve looks out at the adoring fans, soaking it all in.

A Stack of Captain America #1's, featuring Cap socking Hitler, thumps down at the newsstand Kids clamor for a copy.

You're not sorry, no no

At Philadelphia.

In a lobby, kids yell for Steve's autograph Steve, in costume but with cowl down handed his shield to Brandt's aide.

The aide sags under the weight of the heavy metal slab.

"Hey, Cap, my brother says you took out four German tanks all by yourself." a little kid said.

"Sorry, kid. Tell your brother he's wrong..." Steve said. "It was eight German tanks." he said and the kids cheered.

A movie magazine got shoved in Steve's face. Its cover features him: "WHO'S CAP KISSING NOW?" A smaller photo showed a lonely Howard Stark, "HAS HOWARD LOST HIS PLAYBOY CROWN?" Steve looked up to see a beautiful blond holding a pen. She smiles. So does he.

You're not sorry, no no

At Chicago Captain America battled on a movie screen. Steve watched from the crowd and glanced around at the rapt faces.

"New York City." Radio city music hall.

Three chorus girls sing their hearts out, wearing blue helmets that spell out "U-S-A."

Pull Back to see they're sitting on a motorcycle...and Steve is holding that Motorcycle over his head.

Reveal the wide Stage of Radio City Music Hall, and a lavish Production number, The Grand finale.

"How many of you are ready to help me sock Old Adolf on the jaw?" Steve asked.

You had me crawling for you honey

At U.S. Camp, Makeshift stage Steve stood alone on a stage, confident but instead of applause, he received dead silence.

TITLE: "ITALY, OCTOBER 1943 - FIVE MILES FROM THE FRONT." hundreds of battle hardened GI'S stare at the man in the red, white and blue pajamas.

"Okay... I'm going to need a volunteer." Steve said,

"I already volunteered. How do you think I got here." a random G.I. said and the crowd laughed while Steve stiffened.

"BRING THE GIRLS BACK!" Heckler said.

"I think they only know the one song, but...I'll...see what I can do..." Steve said.

"You do that, sweetheart!"

In the crowd, Hodge nudged the GI next to him.

"Where do they get these guys?" Hodge asked and the guy next to him shrugged.

They boo and the rest of the crowd joined in while Steve looked bewildered, trying to keep order.

"Hey, guys, we're all on the same side." Steve said.

"Hey Captain, sign this for me!" another heckler said.

The guy mooned him and the GI's laugh.

Then somebody threw a tomato and Steve had to block it with his shield.

As the chant "Bring back the girls" became a roar...

And it never would've gone away, no

At France HYDRA factory a door crashed open, revealing Steve dressed in his red, white and blue battle uniform, firing a Tommy gun. TITLE: "FRANCE, DECEMBER 1943." Bullets ping off his red, white and blue vibranium shield. The Invaders pour in behind him, blasting away.

At Allied HDQ, briefing room Peggy replaced an X with an SSR flag on the Hydra map.

At Belgum HYDRA factory Steve and the invaders fan out across the blazing battleground, wreaking havoc. TITLE: "BELGIUM, JANUARY 1944."

Skull roars up to the ruined factory in his car. He glares at the destruction as his windshield reflects the flames.

At Poland HYDRA factory Steve stalked a bombed-out factory. TITLE: "POLAND, FEBRUARY 1944." The scope whipped to see A HYDRA gunman aiming at him. The sniper fell and Steve clocked it and gave the thumbs up to the camera. Bucky grinned behind the gun.

Sam looked at Bucky with awe while Bucky smirked.

"I told you I was good even not being the Winter Soldier." Bucky said.

You used to shine so bright

At Czechoslovakia HYDRA factory the Invaders scrambled out the side doors of a HYDRA factory. They dive for cover and wait. No explosion. They peer out from their cover then Steve crashed through a factory window on his motorcycle and the factory behind him exploded. He hit the ground, roaring toward the camera.

TITLE: "CZECHOSLOVAKIA, AUGUST 1944."

In frozen woods the woods stood white and silent. Then six white figures rise out of the snow like ghosts. The invaders shake off the snow and creep forward. Then a seventh figure rises: Steve in full red, white and blue.

A rifle cracked, a bullet pinged off his shield. He spun and hurled his shield. A HYDRA sniper fell out of a far tree. The Invaders gape.

But I watched all of it fade

In a HYDRA factory Steve and Jones rode in the back of a jeep as Dugan drove away from the burning factory. A HYDRA fighter plane swooped over them, guns blazing.

Steve blocked with his shield as Jones opened up his .30 CAL.

The plane bearded down and Jones stitched it up the middle. It caught fire, spun out of control and crashed ahead of them. Dugan slowed to a stop. The three of them stared, impressed.

In a forest Dernier ran through the woods, a bomb tucked under his arm. Parallel to him, a HYDRA fast track raced along a road. Dernier rolled under the fast track and magnet the bomb to the bottom of the vehicle as it roared over him. He jumped to his feet in time to see the fast track explode.

On the battlefield the Invaders race across a field as the land Kruezer bear down on them. They're almost to safety when Dugan's hat flew off his head, landing in the path of the oncoming tank. Dugan ran back for it. The rest of the men shout and Dugan dove, grabbing the bowler and rolling out of the way. He wedged the hat on his head, smug. Then he realized the tank turned and was coming right at him. Then, from nowhere Steve dove over him and grabbed the tank's cannon barrel. He flipped himself into the air and landed atop the turret.

Steve saw a glowing energy housing, marked: "EXPLOSIVE!" and raised his shield high and brought it down. The tank grind to a halt.

Steve raised the shield again and the house crackled. Sparks fly.

Then he brought the shield down one last time and an ominous drone began to rise. He took a running leap off the tails as the tank exploded.

Falsworth and Dernier were drinking from their canteens. Dugan drank from a flask. Bucky and Steve survey a valley and Steve's open compass.

"Who's that?" Sam asked while Bucky looked at the picture.

"That's Peggy Carter." Bucky said.

"She related to Sharon Carter?"

"Her great aunt. And, the girl Steve left us for." Bucky said and sighed.

'And left me with his child for.' he thought and put his hand on his stomach on.

"He really hurt you, didn't he?"

"Yeah. After everything I did for the punk, he left me." Bucky said and snorted. "Probably because I'm not the Bucky I once was."

"That's not true." Sam said gently and Bucky looked at him.

"Isn't it?"

"You don't know that."

"I loved him."

"What?"

"I don't like girls, I'm all up gay and he knew that." Bucky said. "It wasn't legal in our time so, naturally, we had to date girls even though I don't want to. Steve is bisexual. But that wasn't legal either. And with how skinny and small he was back then, no one wanted him. I tried so hard to get someone to date him before I shipped off to England but it didn't happen. They were always after me. When I was after him."

"That day when Steve was at Wakanda, did you tell him?"

"Yeah. I told him and he actually accepted me. Then a month later the Thanos shit happened and and we were snapped away. When we came back I hoped we could give it a try, but then he left me." Bucky said fighting tears. "He left us!" he said and finally started to cry and have a panic attack.

"Hey, hey, Bucky, calm down."

"I can't breath! I c-can't breath!"

"Calm down!" Sam said and gently put hands on Bucky's shoulders. "Just look at me and follow my breathing OK?" he said and Bucky looked at him. "In. Out. In. Out." he said gently and Bucky did in shaky breaths. "That's it. Again."

He did that for the next five minutes until Bucky calmed down.

"You good?" Sam asked and Bucky nodded. "OK. Do you wanna watch the next video?" he asked and Buddy nodded. "OK." he said and hit play.

You don't have to call anymore

TITLE: "RUSSIA, JANUARY 1945."

Steve and the invaders gathered on a high plateau. Morita crouched over the transceiver, Jones listened to the transmission, Falsworth wielded binoculars, Dugan and Dernier adjust a winch at the cliff's edge and Steve and Bucky stood in conversation.

"The engineer just radioed ahead. Hydra dispatch gave him permission to open the throttle." Jones said slipping off headphones. "Whatever's on this train, they must need it bad."

"Well, they're not going to get it." Morita said.

"I wouldn't be so sure..." Falsworth started.

In the distance, was a far-off, speeding train.

"Because they're moving like the devil." he said.

Steve checked his rifle and Bucky looked over the cliff's edge.

"Remember when I made you ride the Cyclone at Coney Island?" Bucky asked.

"And I threw up?" Steve asked and Bucky looked over the edge again, leery.

"This isn't payback, is it?" Bucky asked and Steve looked up with a grin.

"Now why would I do a thing like that?"

"Jerk."

"Punk."

Then a train whistle shrieked through the pass and a futuristic HYDRA train approached.

"All aboard, gentlemen! Mind the gap!" Falsworth said.

Steve, Bucky and Jones attached T-bars to the cable.

"Okay, this is a very short, very fast train. We've got a ten-second window, tops. Mistime it and you're a bug on the windshield." Steve said to Bucky and Jones.

Dugan checked the speed of the train against his watch.

"Better move it, bugs." he said.

Steve, Bucky and Jones hooked to the cable stretching across the pass. Dernier raised his hand and dropped it.

Then Steve jumped, shooting away and Jones and Bucky followed.

On the HYDRA train, roof the train rocketed along.

Steve, Bucky and Jones dropped hard onto the slick roof and met eyes.

On the HYDRA train real car Steve kicked open the back door. He and Bucky rushed in, weapons ready, only to find nothing. They looked at each other and Steve headed for the next car.

On the roof, Jones crawled toward the engine.

In the Middle car Bucky and Steve bang into the next car and found it empty.

"I thought they were supposed to be hauling something." Bucky said and Steve unhooked his shield, wary.

"They were." he said and yanked open the next connecting door, stepping into another darkened car.

They crept forward then a steel plate dropped over the door sealing them in.

The lights brighten, revealing... a HYDRA trooper. Six and a half feet Tall and heavily armored, both of his arms sport huge cannons. Steve and Bucky open fire, but their machine gun bullets ping uselessly off the trooper's armor.

The trooper took aim at Steve. The blue pulse blowed the shield out of his hand and slammed him into the back wall.

The shield clanged to the floor. The trooper turned to Bucky and fired and Bucky dove. The blast ripped a hole in the wall behind them, outside, a jagged ravine whipped past the moonlight. A red light blinked from a camera on the ceiling.

At the engineer booth Zola watched on a monitor as the trooper pressed in on Bucky and leaned into a microphone.

"No. Finish the other one." Zola said.

At the forward car trooper turned back to Steve as he got to his feet. The trooper aimed at the star on Steve's chest. Bucky grabbed Steve's shield off the floor and leapt in front.

"Bucky, no!" Steve said.

The cannon fired, hitting Bucky square in the shield blowing him through the hole in the wall. With a last desperate effort, Buck snagged the jagged edge. The trooper's weapon was momentarily spent by the blast. As it started to power back up. Steve lunges, grabbing Bucky's slipping hand. Steve started pulling him back in. Then The Trooper fired, vaporizing Bucky's arm Into a blue mist.

On the roof, Jones stared in horror as Bucky's body whipped away, tumbling into a bottomless gorge.

Back at the forward car Steve reached out in anguish.

"BUCKY!" he said but the only response was wind and the clatter of train wheels.

I won't pick up the phone

When they were done Sam sat there in shock at what happened to Bucky while Bucky was out of it.

He was being picked up by Hydra agents and taken to base.

When he got there he was being recovered by Zola and more HYDRA agents.

"Sergeant Barnes…" Zola said and looked at a file of 43. "The procedure has already started." he said and the Hydra agent amputated his left arm replacing it with the metal arm. "You are to be the new fist of HYDRA." he said. to his men. "Put him on ice." he said to his men and he was being sent to cyrofreeze for the first time.

"-Ucky! Bucky!" someone said and he snapped out of it.

"Huh?" Bucky said and saw Sam looking at him worried.

"You good?"

"Y-yeah. Just, had a flashback of what happened after that fall."

"OK. Why don't you spend the night here and if you have a nightmare I'll be here? Sound good?"

"Y-yeah. Thanks."

This is the last straw there's nothing left to beg for

Later Sam was in his room and Bucky was on the couch tossing and turning.

He landed on the car roof, pulled Sitwell out through the window and threw him into the oncoming traffic, killing him, then he started shooting at them until Steve pulled the break handle making him drop down onto the street, as another car smashed into the trio's car and pushed them along, he jumped back onto their car, smashed through the windscreen and pulled out the steering wheel.

"Shit!" Sam said and Natalia started shooting at him but he jumped onto the vehicle behind them.

As their car got pulled off the road Steve held on to the car door.

"Hang on!" Steve said, broke open the door, holding onto them, they slid on the car door through the streets.

He was joined by HYDRA agents and they started shooting at them, they scattered and ran off in different directions with him shooting at Natalia but she managed to shoot him in his eye goggle mask and run off.

"Она моя. Я позабочусь о ней. Найди его." he said and went in pursuit of her as the Hydra agents went after Steve and Sam who both manage to fend them off as they shot at them.

Then Steve noticed him in pursuit of Natalia.

"Go, I got this!" Sam said.

He thought he'd found Natalia hiding behind a car as he heard her voice.

"I make an LZ, twenty-three hundred block of Virginia Avenue. Rendezvous two minutes. Taking fire above and below expressway. Civilians threatened. Repeat, civilians threatened." she said and he rolled a bomb towards there thinking she's hiding but as it rolled behind the car she wasn't there but a recording over her voice was being played back on a phone. "I make an LZ, twenty-three hundred block at Virginia Avenue. Rendezvous two minutes." she said and the bomb exploded.

She jumped onto his back and tried to strangle him but he threw her off, and tried shooting her, only for her to throw an electric device shocking his electric arm before running off.

He removed the device, and recalibrated his arm.

"GET OUT OF THE WAY! STAY OUT OF THE WAY!" Natalia said to the civilians as she tried getting away from him.

Suddenly she got shot in the shoulder, fell down and looked around, only for him to come up for behind, ready to shoot her again.

Then Steve jumped in and blocked a punch from the latter with his shield before he kicked him away, followed by him blocking a few bullets from his Colt M4A1, Škorpion vz. 61, and SIG-Sauer P220ST.

He briefly took Steve's shield, and threw it at him, but Steve managed to avoid being hit and they fiercely battled it out.

Eventually, Steve managed to stop hiss arm, and threw him away causing the latter's mask to fall off in the process.

He landed and looked at an aghast Steve, who by just looking at him, learned his true identity.

"Bucky...?" Steve said.

"Who the hell is Bucky?" he asked and as he aimed his pistol at Steve, Falcon flew in and kicked him aside.

He had a brief look of realization, but quickly brushed it aside, and took aim again, but before he could shoot Natalia used the grenade launcher she dropped against him and he vanished in the smoke of the explosion.

Then he turned to the other sighed panting.

"Mission report." Pierce said and he; looking blank, didn't respond. "Mission report, now." he said and moved closer to him and suddenly struck him hard in the face.

"The man on the bridge..." he said and had a flashback to Steve calling him by his name. "Who was he?"

"You met him earlier this week on another assignment."

"I knew him." he said and Pierce sat in front of him.

"Your work has been a gift to mankind. You shaped the century, and I need you to do it one more time. Society is at a tipping point between order and chaos. Tomorrow morning we're gonna give it a push. But, if you don't do your part, I can't do mine, and HYDRA can't give the world the freedom it deserves."

"But I knew him." hey said and Pierce turned to the scientists.

"Prep him."

"He's been out of cryo-freeze too long." Scientist 1 said.

"Then wipe him and start over." Pierce said and the scientists strapped him in his chair and then put a teeth shield in his mouth as they started the process of wiping his brain with him screaming in pain.

He turned to the other side sweating and panting faster.

Falcon caught Captain Americaand flew them onto the last Helicarrier.

"You know, you're a lot heavier than you look." Falcon said.

"I had a big breakfast." Captain America said when he appeared pushing him off the edge.

"Steve!" Falcon said and went to fly off and help Captain America but he grabbed one of his wings, threw him back and Falcon started shooting at him and as he went to fly off he used his weapon to rip off one of Falcon's wings and kicked him off the Helicarrier but Falcon managed to get his parachute out and landed on the roof of the Triskelion. "Cap? Cap, come in. Are you okay?"

Meanwhile Captain America was holding onto the side of the Helicarrier.

"Yeah, I'm here! I'm still on the Helicarrier." he said and pulled himself up. "Where are you?"

"I'm grounded, the suit's down. Sorry, Cap." Falcon said.

"Don't worry, I got it." Captain America said and he watched him from above the Helicarrier.

He turned again and groaned.

Inside the Helicarrier Captain America was confronted by the Winter Soldier.

"People are gonna die, Buck. I can't let that happen." Captain America said and he stares at him coldly. "Please, don't make me do this."

Seeing he wouldn't back down Captain America threw his shield at him and they started battling each other, as they fight Captain America managed to bring up the targeting blade system, but as he attacked him the chip fell from Captain America's hand.

They kept battling it out and he stabbed Captain America in the shoulder with his knife and grabbed the fallen chip, but Captain America managed to get the knife out, grabbed him by the throat and threw him down, armlocks him.

"Drop it! Drop it!" Captain America said as he kept holding the chip.

Then Captain America broke his arm and held onto his throat until he passed out and let go of the chip, then he grabbed the chip and rushed off; back at the Triskelion.

When he woke up Captain America helped him out from being trapped under some fallen rubble.

"You know me." Captain America said and he lashed out at him in anger.

"NO, I DON'T!" he said.

"Bucky, you've known me your whole life." Captain America said and he hit him but he choose not to fight back. "Your name... is James Buchanan Barnes." he said and he hit him again.

"SHUT UP!"

"I'm not gonna fight you." Captain America said, took off his mask and dropped his shield out of the Helicarrier. "You're my friend." he said but he pushed him to the ground.

"You're my mission." he said and mercilessly punched him repeatedly across the face "YOU'RE. MY. MISSION!"

"Then finish it..." Captain America said but he hesitated holding his fist up. "Cause I'm with you... to the end of the line."

He looked at him as if he's starting to remember when the bottom of the Helicarrier fell sending Captain America down into the river below as he watched from the Helicarrier, then he jumped down, pulled Captain America out of the water and dragged him onto the shore before he turning and walking away.

And you can tell me that you're sorry

In his dark blue, armored suit with his shield on his arm Captain America was in a small apartment looking around found a notebook on top of the fridge. He picked it up and opened it. There were tabs of varying colors sticking out from amongst the pages.

"Heads up, Cap. German Special Forces, approaching from the south." Falcon said on the radio.

"Understood." Captain America said then saw him standing behind him and slowly turned around to face him. "Do you know me?"

"You're Steve. I read about you in a museum." he said.

"They've set the perimeter." Falcon said.

"I know you're nervous. And you have plenty of reason to be. But you're lying." Captain America said.

"I wasn't in Vienna. I don't do that anymore." he said.

"They're entering the building." Falcon said.

"Well, the people who think you did are coming here now. And they're not planning on taking you alive." Captain America said.

"That's smart. Good strategy." he said.

They're on the roof. I'm compromised." Falcon said and armed cops ran upstairs.

"This doesn't have end in a fight, Buck." Captain America said.

"It always ends in a fight." he said.

"5 seconds."

"You pulled me from the river. Why?" Captain America said.

"I don't know." he said.

"3 seconds!" Falcon said.

"Yes, you do." Captain America said.

"Breach! Breach! Breach!" Falcon said and a grenade crashed through the window.

He kicked it to Captain America, who smothered it with his shield.

"Shoot the door!" GSG-9 Soldier said and the cop slammed the battering ram against the door.

He shield himself with the mattress against an attack from the window, blocked the door with a table as cops swung in on cables and Captain America pulled the rug from under a policeman, sending him flying while he slammed another policeman into the wall.

"Buck, stop! You're gonna kill someone." Captain America said.

"I'm not gonna kill anyone." he said, slammed him down and punched a hole in the floor.

Then he grabbed a backpack from under the floorboards and threw it out of the window. Then they got behind Captain America's shield to avoid gunfire and he shoved Captain America, knocked a cop over, held up his metal hand, repelling bullets and slammed a cop into shelves. Then he picked up a large cement brick and slammed it into a cop while Captain America fought a cop on the balcony as a cop shot around the door outside. He punched through the wall beside the door and laid into the cops. A cop descended through a sky-light on a zip wire. He grabbed the cop's gun, slammed him into the wall and bashed a couple of cops with the battering ram as more of the police team hurry up the stairwell. Then he jumped on the zip-line-guy and swung down a level.

"Suspect has broken containment! He's headed down the east stairwell!" GSG-9 Soldier said.

Captain America grabbed the radio and crushed it then jumped down a level as he kept punching the cops. Then he tossed one of them over the railing and Captain America caught him, stopping the cop from falling and looked at him wearily.

"Come on, man." Captain America said and threw the cop up onto the landing.

He broke a banister and swung down on it as Captain America hurled a cop over his shoulders. Her laid into jet more cops and took them out. A cop aimed at him and Captain America knocked the gun from his hands with his shield which stuck in the wall. Then he leapt down the stairwell and caught onto a railing and Captain America pulled his shield out of the wall. He climbed up, ran along a corridor, leapt off a balcony, tumbled onto the lower roof of the neighboring building where he found where his backpack, picked it up and ran.

Then Black Panther slammed into him from behind, knocking him down, extended his fingers and sharp claws popped out and he attacks him with sweeping kicks and slashes. He fought back but was kicked into a wall and Black Panther swiped his claws and spun gracefully. He narrowly avoided being slashed and held up a metal bar to protect himself.

Meanwhile Captain America looked down at them as Falcon swooped from the sky.

"Sam, southwest rooftop." Captain America said.

"Who the hell's the other guy?" Falcon asked.

"About to find out." Captain America said and leapt from the balcony down onto the neighboring building as a chopper flew up.

Black Panther lunged at him with his claws, but he grabbed his wrists as a soldier fired a machine gun from the chopper and the ammo bounced off Black Panther's armored suit.

"Sam." Captain America said.

"Got him." Falcon said, flew down, shoved the chopper off course and swooped towards street level.

Then he broke free from his attacker, slung his bag on his back, ran and jumped down a level. Black Panther slid down the wall using his claws for traction. Back landed at street level and the chase continued. Captain America followed and landed rolling along the ground. Gunfire from the chopper tore up the sidewalk as he jumped down through an opening and landed in an underpass, ran through the traffic and Black Panther and Captain America dropped down chasing after him. Then a Special Forces Vehicle pursued them.

"Stand down! Stand down!" GSG-9 Driver said and the vehicle closed in, blue lights flashing.

Captain America leapt onto the vehicle and splintered the windshield. The driver stopped with Captain America yanking him from the vehicle and kicked the windshield out, then drove off.

He ran over the top of a speeding car, outpacing it. Black Panther was a few cars behind, keeping pace with him. He leapt on the back of the 4x4 that Captain America's driving and Captain America swerved from side to side, trying to throw him off.

"Sam, I can't shake this guy." Captain America said.

"Right behind you." Falcon said as several police cars join the chase and Captain America side-swiped another car and drove on.

Up ahead he reached a fork in the road, faced oncoming traffic, leapt over a barrier and Captain America drove through the barrier.

A motorbike sped towards him and he grabbed the handlebar and spun the bike around in mid air, throwing the rider off. Then he got on the bike and rode away sending cars careering out of the way. Captain America kept on iss tail with Black Panther holding onto the back of the 4x4. They all rocket through another underpass as Falcon flew into the underpass. Black Panther leapt off the front of the 4x4 onto his motorbike and he flung him over his head and the bike leaned down on its side. He kicked his assailant away, straightens up and rode on. Black Panther caught a ride on Falcon's leg and Falcon tried to kick him away. Then he threw a sticky bomb and blew up the roof at the end of the underpass, bringing down tons of rubble. Black Panther leapt off from Falcon and threw him off the motorbike. Captain America swerved the 4x4 through the rubble, leapt out and pulled Black Panther away from him. Captain America stood, facing sleek and muscular Black Panther. Armed police arrive and surround them, guns aimed when War Machine leapt down from above and raised both hands.

"Stand down, now." War Machine said and he stood beside Captain America who put his shield on his back. "Congratulations, Cap. You're a criminal." he said and police moved in and force him to his knees.

Black Panther raised his hands. A cop moves Captain America's arms behind his back. Black Panther retracted his claws and pulled off his mask revealing his face. It's T'Challa. Captain America and War Machine looked curious.

"What's the order?" GSG-9 Soldier asked.

"Your highness." War Machine said and his hauled flat on the ground.

Then he was on his back with his eyes shut tight.

Meanwhile the evaluator sat at a desk facing Bucky's pod and Bucky was still restrained.

"Hello, Mr. Barnes. I've been sent by the United Nations to evaluate you. Do you mind if I sit? Your first name is James?" Zemo said. "I'm not here to judge you. I just want to ask you a few questions. Do you know where you are, James? I can't help you if you don't talk to me, James."

"My name is Bucky." Bucky said.

"Tell me, Bucky. You've seen a great deal, haven't you?" Zemo said.

"I don't want to talk about it." he said.

"You fear that… if you open your mouth, the horrors might never stop. Don't worry." Zemo said and got a message on his screen: 'message inbox:1' touched it 'status: package delivered'. "We only have to talk about one."

"What the hell is this?" he asked.

"Why don't we discuss your home? Not Romania. Certainly not Brooklyn, no. I mean, your real home." Zemo said and removed his glasses then walked towards him reading from the red book by torchlight. "Желание." he said and he shut his eyes.

"No." he said and his head snapped back.

"Ржавый."

"Stop."

"Семнадцат." Helmut said as his metal arm trembled in its restraint.

"Stop." he said and sneered angrily.

"Рассвет." Zemo said and he screamed, clenched his fist and ripped free of his restraints. "Печ. Девять." he said and he thumped the inside of the pod. "Добросердечный." he said and he punched harder. "Возвращение на родину." he said. "Один. Грузовой вагонr." he said and he battered the front of the pod with his metal fist and the glass screen flew clear.

Then Zemo slowly round the pod with the book, torch in hand standing before him who straightened, a dark frown on his face.

"Солдат?" Zemo said.

"Я готов отвечать." he said.

"Mission report. December 16, 1991."

Then Steve and Sam arrived outside the chamber as red emergency lights flash all around and many agents slumped on the floor out cold.

"Help me. Help." Zemo said.

Steve found Zemo in a heap inside the chamber.

"Get up." Steve said, grabbed Zemo and shoved him against the wall. "Who are you? What do you want?"

"To see an empire fall." Zemo said.

As Sam entered he swung his fist which smashed through the wall as Sam ducked. He grabbed him by the jaw and threw him at the open pod. Steve lurched into the fight and landed a punch which he barely felt. He kicked and punched Steve out of the chamber. A punch from him went through the elevator door. Steve blocked the next one but the power of his fist sent him tumbling into the darkened elevator shaft.

He stalked through the building's ground floor and battered two guards. With tech-glasses on Tony took cover behind a pillar.

"We're in position." Natalia said on the radio.

Tony tapped a wrist-control which became his Iron Man-glove. He zapped him with a stun-burst before he could shoot a guard. Iron Man rushed him, firing again but he ducked the blast and trade blew with Iron Man, firing the gun. Iron Man had the Iron Man-glove over the barrel, blocking the bullet. He pulled the gun barrel loose then he smacked him backwards. Sharon rushed him, then Natalia rushed him. They both landed kicks and punches, then he flipped Sharon head over heels. She smashed onto a table then Natalia leapt on him, legs around his neck but he slammed her onto another table and grabbed her throat.

"You could at least recognize me." Natalia said.

Then T'Challa came from nowhere, kicked him off fighting with him, landing lightning fast kicked and some punches. He got a counter punch in and T'Challa fell, but quickly recovered. He hurried up some stairs and T'Challa leapt the levels and vaults a railing, landing in front of him. Limber T'Challa spin-kicks and grabs his metal arm which he tried to twist then looked worried as he realized it wasn't going to work so threw him backwards and kept hold as they both tumbled down the stairs. They resume fighting on the small landing and a leg sweep sending him over the railing.

A few minutes later he was on the rooftop helipad marching up to a blue chopper, pulled the lock off the door and got in the pilot seat. Then Steve rushed outside and sprint toward the rising chopper. He leapt, grabbed the landing gear and pulled hard and the chopper struggled to gain height. Captain America's feet kicked for traction getting them flat on the helipad. The chopper dragged him onto the weak looking mesh framing the helipad. Captain America grabbed the railing with one hand and clung to the landing gear with the other. He grit his teeth and his neck strained with the incredible effort. He glowered from inside the chopper then threw the joystick left and the chopper's nose slammed into the edge of the helipad. The rotor-blades were smashed to pieces and Captain America ducked as the tail swung around. The chopper lied twisted on the mesh at the edge of the pad and Captain America rose beside the canopy. His arm smashed through the glass and growling he grabbed his throat. The chopper started listing over the edge and the tail broke off and fell into the river below. He kept hold of Captain America as the whole vehicle dropped and slammed into the river. The impact seemed to knock him out cold and he let go of Captain America as the body of the chopper sunk quickly to the riverbed along with other debris.

But I don't believe you baby

Then he woke up panting and sat up with a hand on his stomach.

"Christ. I haven't thought about that shit in a while." he said and took deep breaths trying to calm down.

Then he looked around and remembered he was at Sam's so got up, walked into Sam's room shaking a little and stood right next to his bed.

"S-Sam?" he said hoarsely and Sam groaned. "Sam?" he said a little louder and Sam looked at him to see trauma in his eyes after years of being a therapist.

Then he sat up and looked at him.

"What happed?" Sam asked.

"N-nightmare."

"Sit down and tell me about it." Sam said and turned on the light while Bucky sat down.

"It was when I was supposed to kill Steve and almost did along with you and Natalia." Bucky said and Sam nodded.

"And what was the other one?" Sam asked gently.

"When Zemo got me to become the Winter Soldier again."

"It's all over now Buck." Sam said gently rubbing Bucky's arm. "You're not him anymore thanks to Ayo, T'Challa and Shuri. The closest thing to that you'll be is my partner when I become the next Captain America. Right?" he said and Bucky nodded. "What did you say in that text?"

"Where there's Captain America, there's Bucky Barnes."

"Exactly. Besides, I'm not a Super Soldier or a master snipper. You are so I'm gonna need you to save my ass!" Sam said and chuckled while Bucky calmed down and smiled a little. "Now why don't you try and get back to sleep? If you have another you can come to me again." he said and Bucky nodded, went back to the couch and slowly fell back to sleep with a hand on his stomach.

Like I did before you're not sorry

A week later Bucky called Steve and asked him to meet up at a place in Brooklyn and Steve gladly agreed.

Bucky was staring at his cup of tea, waiting for him right now trying to decide if he should tell him about the pregnancy or not.

"Bucky?" someone said and he looked up to see Steve.

"Hey." Bucky said and Steve sat across from him and a waitress came over.

"What can I get you? I already got this man some tea." she asked.

"Coffee is fine. Decaf." Steve said and she nodded and went to get it while he looked at Bucky confused. "You usually drink about three cups of coffee last I checked."

"When you're a Howling Commando or saving you ass you have to have enough energy." Bucky said smirking.

"Fair enough." Steve said and the waitress came and gave him his coffee. "Thank you."

"Can I get you anything else?" she asked.

"I'll take an omelet and bacon please. Buck?" he said.

"No thank you. I'm all set." Bucky said and she nodded and left.

'I've been puking every morning for the last few weeks, the only thing I can actually swallow is Saltines.' he thought.

"So, how was life with Pegs?"

"It was great." Steve said smiling.

"Good." Bucky said and thought about something. "Did, did you come after me?"

"Of course I did pal. Why wouldn't I?"

"You never know." Bucky said shrugging. "What happened to me?"

"After I saved you, you get some mental help and then focused on getting higher positions at the army. After a while you got to general and everyone was so proud of you. When Howard had Tony, he had me as godfather and he called me uncle Steve, you uncle Bucky and Pegs aunty Peggy. Naturally he was fascinated by your arm and was the one to update it every few years." Steve said and chuckled. "You never got married and I resigned from the army deciding to go to school to be an artist. When we got married you were the best man."

No, no, no

When the waitress came with Steve's order Bucky's stomach flipped but he was able to swallow it, put a hand on his stomach and took a sip of his tea.

"What about you? What've you been up to?" Steve asked and took a bite of his omelet while Bucky nodded tried to hold in the nausea from the omelet and bacon.

He was a little pale and took a sip of his tea to hope that helped.

"I, uh, I was obviously given a trial and cleared, live in your old apartment in Brooklyn, get monthly payment for being a vet from WWII from the government and with how old I am, a fair amount, see a therapist every week and hung out with Sam last week showing him what you did before creating the Howling Commandos," he said smirking a little while Steve groaned. "and then I told Sam if he ever needed a partner I'd be there. Where there's Captain America, there's Bucky Barnes. And with him not being a Super Soldier, you need some more help."

"That's great Buck!" Steve said smiling while Bucky looked away. "I'm happy for you." he said and saw a look in Bucky's face. "What is it? I know you're holding something in so what is it?" he said and Bucky looked at him.

"You wanna know why? You left me. You said you loved me a month before Thanos happened and then five years later after Stark creates a time heist and it just happens to be in Peggy's time, you picked her over me." Bucky said and stood up.

"Bucky-" Steve said but Bucky cut him off.

"You left me for Peggy, so I'll leave you." Bucky said, turned around and left.

You're not sorry, no no (no)