All characters appearing in Captain America are copyrighted to Marvel Entertainment and Stan Lee. All real persons mentioned in this story belong to themselves. No infringement of these copyrights or offense to the people mentioned is intended, and is not authorized by the copyright holder or persons. All original characters are the property of TVfan.

Note: I'm using the events of the "Winter Soldier" story line as the main canon to this story, but I'm also going to say that this story is in the same "Universe" as my "A New Life" story in the Spider-Man section, since Captain America and Spider-Man are both Marvel Characters. This story takes place six months after my "A New Life" story and obviously some time after "Winter Soldier" in the comics.

Second Note: This is my version on Marvel's current "Civil War" storyline and will differ greatly in many ways from what has been published. Mostly because I don't like the idea of heroes fighting heroes and the fact that is the main point of Marvel's current storyline.

Civil War

By TVfan

Chapter 1: Resurrection

Apartment of Alexander Lukin, Siberia

"You are a fool, Alexander," a voice spoke inside the head of the former Soviet general, "You let ultimate power escape you."

"Will you ever shut up!" Lukin growled at the voice angrily, "I'm tired of listening to you telling me how I failed."

"Not that you failed," the voice corrected, "But that you threw away victory when you had it within your grasp."

"I presume you're talking about the Cosmic Cube, then?" Lukin questioned, "Again."

"It is the path to ultimate power and you wanted to have it buried, and that got it destroyed," the voice reminded him, "You could have beaten the Captain and his allies easily with it."

Lukin slowly walked over to a window in his apartment to look over the flat frozen land of Siberia. He flinched when he saw his reflection as it was not that of his own face but of a man who's face had been scared away to have a skull-like appearance and burned it so that it appeared red.

"That thing put a monster inside my head," Lukin answered, "It is cursed."

"Cursed?" the voice nearly laughed, and continued laughing.

Lukin frowned as he listened to the laughter going on inside his head.

"What is that all about?" Lukin finally demanded.

"I had thought you would have figured it out by now," the voice laughed, almost as if amused.

"Figured what out?" Lukin demanded.

"Why you behaved so erratically while the Cube was in your possession," the voice answered, "It should be obvious."

Lukin frowned as he stared at the window and then ordered, "Tell me, or I'll shoot myself, and kill us both."

"Your erratic, almost insane, actions were because of me, Alexander," the voice said triumphantly.

"You?" Lukin asked, not entirely sure what to believe.

"Yes," the voice answered, "Me. I made you act erratically."

"Why?" Lukin demanded angrily.

"Wouldn't you rather know the 'how'?" the voice teased.

"Just tell me," Lukin demanded.

"The Cosmic Cube," the voice answered, "I used the Cosmic Cube to alter your actions. Perfect revenge for you 'killing' me. Don't you think?"

"You couldn't have possibly used it," Lukin said in disbelief, "You're nothing more then a ghost. A spirit."

"A mind," the voice corrected, "And a mind that shares the same body as yours."

Lukin was silent for a few moments. The voice continued with his explanation.

"What you don't understand about the Cosmic Cube is that it alters reality to the will of whatever mind controls it," the voice explained, "and thanks to its low power, or your little game with the Captain's former partner, your body now holds two minds. Yours and mine."

"But how?" Lukin asked, dumbfounded, "Your mind is not dominant. You're simply there."

"The mind doesn't have to be dominant to use the Cube," the voice laughed, "the mind just has to present."

"Then why didn't you transport yourself into someone else's head once I got the Cube fully powered?" Lukin asked.

"And give up the ultimate power?" the voice asked back, "I think not. Besides, in order for me to leave your mind, I would require some help from you."

Lukin looked down, "I would like nothing more then to get you out of my head."

"So you will help?" the voice asked.

"I said that's what I want," Lukin answered, "But we are currently stuck together. Stuck for all eternity."

"Sounds like an idiotic American comedy," the voice said in a tone of disgust and then said, "And if you hadn't allowed the Cosmic Cube to be destroyed, we could go our separate ways at anytime."

Lukin then sighed and walked back to his chair and sat down in it.

"And now it's gone," Lukin sighed in a defeated voice, "So I'm stuck with you."

"Who said you were stuck?" the voice asked.

"You have," Lukin growled at the floor, "You never cease to call me a failure to for 'letting' Captain America destroy the Cube, and now you tell me that I could have been rid of you at any point in time in which I had the Cube. Now that it's destroyed, there is nothing. You can't replace mystical artifacts like the Cube that easily."

"Who told you the Cosmic Cube was a mystical object?" the voice asked.

"It has to be," Lukin answered, "How else can you explain its ability to allow its user to alter reality?"

The voice only laughed.

"Some mystical energy might be required but not much and not a kind that is impossible to get,"the voice answered, "The Cosmic Cube is very much a technological device. A.I.M. created it years ago, on my orders."

"It is man made?" Lukin asked looking up, a glimmer of hope in his eyes.

"Very much so," the voice answered, "And I know how it was made. Kronas even has all the equipment and materials needed to build a new Cube. If you think on it, I'm sure your scientists could even find ways to improve on the Cosmic Cube's abilities."

Lukin raised a hand to rub his beard and then nodded, "Tell me how the Cube is made, and then we'll go our separate ways."

"Very well," the voice said in a triumphant voice.

Main Kronas HQ, Siberian/Mongolian Border

Lukin walked into his main Research and Development offices the next day and quickly approached the manager of the department. The man turned attentively as Lukin approached and acknowledged his boss with a polite nod.

"Mr. Lukin," the man said politely, "It is an honor to meet with you today. Is there something you wish to see?"

"Not at the moment," Lukin answered as he handed the man the papers he held in his hand, "But I have something I want you to start working on right away."

The man took the papers and looked back up at Lukin with a rather puzzled look on his face.

"This looks like the data and schematics of the Cosmic Cube," the man stuttered, "I thought you had scrapped that project shortly after 'Winter Soldier' failed."

"I've recently been privy to some new information that has prompted me to return to the project," Lukin answered.

The man flipped through the papers, page by page, his eyes widened. Eventually he looked up to look at Lukin.

"Sir, these look like instructions," the man gasped, "As if it were a guide to BUILD the Cosmic Cube."

"I've finally been able to fully go over the documents that Winter Soldier obtained from the Skull's apartment in New York," Lukin explained, "Those were among the documents. They are instructions. Try and see if you can improve on the Skull's designs."

"Of course, sir," the man acknowledged.

Lukin then walked out of the room to continue on to his main office.

"You did well, Alexander," the voice said inside his head.

"You do realize that once you are out of my head, I'm going to kill you," Lukin said, "For all that you did to Russia."

"Don't you mean the Soviet Union?" the voice laughed evilly, "And I highly doubt that."

"Doubt that I'd kill you?" Lukin questioned.

"I have no doubt that you want to," the voice answered, "But you won't have the ability. You still try to be noble at times."

One Week Later

Lukin sat quietly in his office, looking over various business reports, all of which seemed to be going well for Kronas Industries. Stark Enterprises remained his major business rival in the United States, but Lukin didn't expect to dominate everyone. Being prominent for the time being was good enough.

"Besides," Lukin thought to himself, "Once he is out of my head, I can move on to try deal with the Captain, perhaps discern if Winter Soldier is still alive or not."

"I'm sure he's alive," the voice said, "Captain America's partner is almost as formidable as the Captain is."

"You only knew him when he was a teenage and largely unskilled," Lukin dismissed the voice's comment, "S.H.I.E.L.D. reported that the Cosmic Cube exploded in Winter Soldier's hand. Now while he could have survived, there has been no sign of him in either direction."

The voice laughed inside his head, "Such confidence! Why was he your top soldier if you don't think he could have survived such a thing!"

"You live in a fantasy world if you believe anyone could survive such an explosion," Lukin answered.

The voice was not given the opportunity to answer as the head of Kronas's Research and Development Division entered carrying a small box.

"What is it?" Lukin asked.

"We believe we've completed the device, sir," the man reported as he approached Lukin's desk.

Lukin nodded and motioned for him to come closer. The man then set the box down on the desk in front of him. Lukin then carefully opened the box to look at the small two inch by two inch by two inch cube giving off a soft light blue glow. He made slight smile as he did so.

"We've managed to get rid of the power drain that using it will do," the man reported, "It took a reworking of it's mystical-technological connections, but the Cube is now self re-charging. You won't need to kill anyone to power it the way the old Cube did."

"Excellent," Lukin smiled, as he merely looked at it, but did not make contact with the Cube, "What other improvements have you made?"

"We managed to include an anti-self-destruct system," the man explained, "The Cube can now tell when its own energies are being used against it and automatically shuts down. Meaning an ending like Winter Soldier's is impossible."

"Anything else?" Lukin asked.

"We weren't able to do anything else, sir," the man answered, "But we think the improvements we have made are very important."

"Thank you," Lukin answered, "You may leave."

The man nodded and then walked out. Once the door shut, Lukin shut the box and looked to the large windows in his office.

"Are you ready to come out of there?" Lukin asked to the reflection on the glass.

"Haven't you forgotten something?" the voice asked back, "I need a body to go into."

Lukin growled.

"I can't go into nothing," the voice said.

"I know," Lukin answered in an angry voice, "And S.H.I.E.L.D. cremated your body."

"I don't want my body," the voice answered, "I have a different one in mind."

"You want a different body?" Lukin questioned.

"Yes," the voice answered a different, "Just allow me to make a phone call…"

Brooklyn, New York City, New York

Steven Rogers slowly walked along a rather busy street as he left his apartment to buy some basic groceries and other things that he needed. He also intended to pick up his mail. He enjoyed that things had been rather quiet of late. No international terrorist threats. No old foes that never seemed to truly die. Everything was quiet. It gave Steve the time to have some time off. As he rounded a corner, however, his day changed to something far more serious.

"Hey, Steve," spoke an athletic looking blonde woman in a blue Kevlar uniform spoke as he rounded the corner and stopped in front of her.

"What is it, Sharon?" Steve asked as he easily recognized Sharon Carter, Agent 13 of S.H.I.E.L.D.

"Well," Sharon sighed, realizing that Steve picked up that something was up the moment he saw her, "I just thought that you should know that Intel has finally found your old partner."

"Bucky?" Steve asked instinctively remembering his former partner, "Where is he?"

"Satellite photos show that he's been living in Camp Lehigh ever since he blew up the Cosmic Cube," Sharon answered, "S.H.I.E.L.D. will be sending a team to pick him up later today."

"I told you he was alive," Steve said sounding hopeful.

"Possibly not for long," Sharon said weakly, "Director Hill has given the team that is going to pick him up authorization to kill him."

"What?" Steve gasped, "But he's not the person that the Russians created anymore. He has his own memories back. If anything, S.H.I.E.L.D. should be looking for him as an operative."

"Director Hill doesn't see it that way," Sharon sighed, "As far as she is concerned he is completely responsible for the terrorist attacks in Philadelphia."

Steve sighed. Sharon had lost a man that he thought was either her fiancé already or preparing to ask her. The memory had to be tough, but Winter Soldier and Bucky were two different people. One was a brave and loyal American. The other was a brainwashed assassin.

"Director Hill has also informed me to tell you that you are required to help bring him in," Sharon spoke up.

"What!" Steve nearly yelled on the busy street.

Sharon motioned for him to keep his voice down.

"I'm truly sorry, Steve," Sharon sighed, "I truly am. After all we've been through, I will honestly say that I believe you that Winter Soldier and Bucky were to different people, but in Director Hill's eyes and in the eyes of the law, the fact that Winter Soldier never expressed remorse or reluctance to do what he did shows that he performed his job willfully and without question. And since Hill has demoted anyone with ties to Fury, there is no one who really knows about the Cosmic Cube or of the Winter Soldier Program or of the circumstances that lead to the creation of the Winter Soldier Program in Russia. At least no one with any real power. She demoted me back down to a field agent. She demoted Dugan down to a minor desk job. Anything we say is officially in one ear and out the other."

Steve's eyes narrowed, "Then let me get changed and I'll talk to her."

"It won't do any good," Sharon answered, "I've ordered to pick you up and get you ready to arrest him."

"I'm not going to arrest my former partner," Steve said firmly.

"Please, come," Sharon pleaded, "Perhaps we can get him to come quietly and you can plead your case once we get him back to the Helicarrier. Please. Hill is very different from Fury. He'd go ahead without you. She will go after you if you don't go."

Steve only looked down, not believing what he would have to do.

Five minutes later Captain America and Sharon walked slowly toward a small hovercraft parked inside a small park near Steve's apartment.

"Don't worry, Steve," Sharon tried to comfort the man that throughout her carrier as Agent 13 that she had been paired with, "We'll think of something."

"Sure," Captain America answered in a defeated voice, not knowing what to do.

"You should really think more of surviving," a voice challenged from above and behind them.

Sharon and Cap turned around to see a woman in a tight fitting red tank-top, with black knife sheaths strapped on just below each breast and a raised metal image of a skull in the center of the shirt, just below her breasts. Her arms were bare, other then the long black fingerless gloves that she wore. She wore black leather pants and red boots that came half-way up her thigh.

"Sin!" Cap exclaimed in surprise.

His surprise at seeing the daughter of the Red Skull surprised Cap so much that he didn't notice the man coming out from inside Sharon's hovercraft.

"You are going back to where S.H.I.E.L.D. put you," Sharon vowed while Cap was getting over his surprise.

"I think not," another voice spoke up.

Cap looked over to see Sharon get clubbed upside the head by Crossbones. He ducked down and rolled away and then threw his shield at Crossbones first, as he was the more powerful of the two. As the shield flew through the air, Sin drew a dagger out and threw it at the shield, deflecting it enough so that Crossbones could duck under it.

"You'll have to do better then that, Captain," Sin smiled as she watched Crossbones tackle the Star Spangled Avenger.

Crossbone's attack was sudden and caught Cap by surprise, and the villain quickly used his leverage to pin him to the ground.

"Quick," Crossbone's urged, "I won't be able to hold him down for very long!"

Sin nodded and produced a syringe from one of the knife sheaths she had with her.

"For now, you're lucky Captain," Sin smiled as she jabbed the syringe into Cap's arm, drawing blood into it, "Our orders are not to kill you. Just to draw blood."

Once Sin drew all the blood that was needed she backed away with the full syringe in hand. Shortly after, Cap practically threw Crossbones off of him and lunged at Sin, managed to dive away.

"And what do you want with my blood?" Cap asked, "And who are you working for?"

"The first part should be obvious," Sin smiled, "So I won't answer that. As for the second part… that's top secret for now."

Sin then ran off into the park while Cap was intercepted by Crossbones before he could pursue the woman. Crossbones was a decent fighter, but no where near powerful enough to withstand against any hero with superpowers. Cap kicked Crossbones off of him and then knocked the man out with a solid punch to his jaw. Once he was sure that Crossbones was out, he ran in the direction that he had seen Sin fleeing, but found no sign of the woman. He then sighed heavily and went back to collect Crossbones.

Sharon woke up to find she was in her hovercraft with Captain America piloting it. To her surprise she also found Crossbones, unconscious and tied up lying on the floor.

"What happened?" Sharon asked as she moved closer to the cockpit.

"Sin and Crossbones attacked us," Cap said in a frustrated voice, "You were knocked out and they… Sin took a sample of my blood. I tried to pursue her, but ended up in a brief fight with Crossbones. Sin got away."

"Any idea who they're working for?" Sharon asked.

Cap sighed, "Sin was the only one who talked, and she said it was a secret. I'm more concerned about why they wanted my blood."

"It'll either be a clone or an attempt to get the Super Soldier Formula," Sharon sighed, "But once we get to the Helicarrier, this will have to wait for a little while…"

"I know," Cap growled, "Director Hill wants to arrest Bucky."

Sin meanwhile walked into a carefully disguised warehouse that had been used by the Red Skull in the past for covert operations in New York. A futuristic fighter jet sat in the middle of the warehouse. The woman then pulled out a cellphone and dialed the number that she had been given earlier.

"Yes," a voice answered on the other line.

"I have your sample," Sin reported, "Cap took Crossbones in, but I have your sample."

S.H.I.E.L.D. Helicarrier

"I sent you out to simply pick up Captain America, not to go after common thugs," Maria Hill spoke in a cold voice as Cap landed Sharon's hovercraft on the helicarrier.

"We didn't go after him, ma'am," Sharon answered, "He and his partner came after us."

"Fine," Hill answered, "Dump him in a holding cell. I want you both with the team that will be apprehending Winter Soldier in five minutes."

"Yes, ma'am," Sharon acknowledged and walked off with Crossbones being drug behind her.

Hill looked up to see that Captain America had not moved.

"Is there something you want, Captain?" Hill asked.

"I want to talk to you about your little operation," Captain America said in a firm voice, largely ignoring the incident with Crossbones for the time being.

"About arresting Winter Soldier?" Hill asked, "He killed people in Philadelphia, Captain. It doesn't matter if he was your drinking buddy a few years ago. He still killed people. He must be punished."

"Bucky was never my drinking buddy," Captain America growled.

"Bucky?" Hill asked, "As in James Buchannan Barnes? He died in 1945 shortly before the original Captain America died."

"What history did you learn!" Cap nearly screamed at her, "I AM the original Captain America."

"Impossible," Hill shrugged it off, "The original Captain America was created in 1941 and fought through 1945. If you were him, you'd be over sixty by now and probably even older then eighty as most soldiers were between eighteen and twenty at the youngest. You have proven to be a worthy successor to the original Captain, but you can not be the original Captain."

"Did you read the file on the original Captain America?" Cap demanded.

"I read what I needed to," Hill answered, "It said that that Cap died."

Cap sighed and then began to try and explain, as Maria Hill didn't seem to study everything as well as he thought people should.

"I am the original Captain America," Cap said slowly, "If you read the file carefully, you'll find that my name is an exact match to the one in the file. In 1945 I was trapped in a block of ice and preserved. I was never killed, just missing in action. I was awakened by the Avengers and have returned."

"And then how does this relate to Winter Soldier?" Hill questioned, barely believing anything that had been said.

"Do you understand the conditions under which Bucky 'died'?" Cap asked, "Did you read the files on Winter Soldier?"

"He was killed in a rocket explosion over the North Atlantic," Hill answered, "And I read that Winter Soldier was a Soviet assassin and killed hundreds during the Cold War and hundreds more his attack on Philadelphia. It doesn't matter if Winter Soldier is somehow 'Bucky'. 'Bucky' somehow killed hundreds of Americans after World War II. He MUST be punished."

"You didn't read how the Soviets CREATED Winter Soldier," Cap growled, "They brainwashed him. Wiped his mind of all his memories except those of Winter Soldier."

"And that excuses the deaths of countless American and NATO lives during the Cold War?" Hill questioned, "Of the hundreds that died in Philadelphia. I guarantee you the people who survived there won't care if he was Christ himself. Winter Soldier killed their families and they want vengeance."

"Then there is a problem," Cap answered, "Vengeance spans only further vengeance. Bucky and Winter Soldier had two completely different personalities. One real, and one that the Soviets created. The one that was created has now been destroyed."

"I admire your urge to defend your friend, Captain," Hill answered, "If my girlfriends from high school suddenly became terrorists, I'd surely argue to defend them through my memories. But that doesn't change the facts. He killed people and while he may have had different personalities they were all in the same body. He must be punished."

"Bucky isn't responsible for Winter Soldier's actions," Cap said firmly, "Winter Soldier doesn't even exist anymore and the one responsible for Winter Soldier's actions is Alexander Lukin!"

"An industrialist allied with the United States?" Hill questioned, "Unlikely. You will help the team capture Winter Soldier. Or I will bring you up on charges."

"But they are two completely separate personalities," Cap insisted, "Couldn't you just hire Bucky as an agent?"

"Hire a terrorist?" Hill asked.

"He isn't a terrorist!" Cap growled.

"Fine then, assassin?" Hill asked.

Cap cursed something under his breath.

"That kind of language will get you nowhere," Hill said in a confident voice, "But you bring up an interesting option. You say that Lukin is the one who is truly responsible. Perhaps Winter Soldier could enlighten us further on the subject. As for him being an agent, that might depend on if he is willing to cooperate."

"You also have to promise his freedom," Cap insisted.

"I'll promise nothing," Hill answered, "If he gives the information I want, he might earn his freedom and the right to be an agent. If he does not, he goes to jail or the grave. And since you'll have the honor of capturing him, I'll leave that to you."

With that, Maria Hill left Cap standing on the flight deck.

"And you have two minutes to get to the team," Hill said as she shut the doors to go inside the helicarrier.

Kronas Headquarters, One Hour Later

"Well," Sin commented as she met with the Russian businessman on the roof helicopter pad after she landed her jet, which had vertical take off and landing capabilities better then the Harrier jet, "This is some place you got here. Why did you build in the middle of nowhere?"

"That is none of your concern," Lukin answered in a frustrated voice, "Did you get the sample?"

Sin held up the blood filled syringe with a smile.

"Lost Crossbones in getting it, but I got it," Sin answered, "Your scientists should be able to do their job easily."

"Very well," Lukin answered, "You may wait here."

"And miss the potential excitement?" Sin questioned, "I'm making sure you and your scientists don't do anything foolish."

Lukin was about to protest, but turned to see that Sin had produced a pistol. He then said nothing and led Sin toward the entrance that would take them inside the building."

Camp Lehigh

James Barnes slowly walked through what was once the camp's mess hall. He was still haunted by memories of the past. He started off as Captain America's partner and extra allied weapon in the war against Nazi Germany, but then Baron Zemo's flying bomb went off and he lost an arm and his memories. Then the troubling parts began. Instead of being recovered by the Americans or the British, he was picked up by a Soviet submarine, which was already operating under Cold War type orders and taken back to Russia. There he was turned into the very thing he and Captain America had fought for years. A monster.

Guilt racked his mind that he had been sent to kill innocent people who were either American or representatives of the US's allies. Being told to fight Captain America, his former partner was even worse, and being told to use the Cosmic Cube, a weapon reportedly used heavily by the Red Skull, made matters worse. He had now returned to the place where his journey began to try and figure things out. Looking at a window, he only saw Cap's face reflected in the glass. It filled him with shame as he was sure Cap had felt betrayed by his actions.

"Why didn't you kill me?" James Barnes asked aloud, although to no one besides himself, it was obvious as if he were trying to ask Cap a question.

His thoughts then turned to Alexander Lukin, his last Russian master. That made his eyes narrow with anger.

"Damn Stalin," James Barnes snarled, "We help his stupid country against the Nazis and this is what he does to me?"

His rant was cut off as a large hovercraft landed at Camp Lehigh's parade ground, knocking over what remained of the flagpole. He looked through the window to see various Kevlar clad men and woman spread out before he saw one figure he was truly familiar with, Cap.

"Remain with the ship," Captain America ordered to the other S.H.I.E.L.D. agents before they could go, "I will handle this. Sharon, could you make sure they stay here."

"Sure," Sharon answered simply, although none of the other agents were pleased.

"Sir," one agent spoke up, "We were briefed that he is armed and dangerous. You shouldn't go after him alone. It isn't safe."

"You were also told to shoot first and ask questions later," Cap answered, "This camp isn't used by the government any more. The government still owns it, but they don't use it. He didn't come here to plot anything."

"And how do you know that?" a large African-American S.H.I.E.L.D. agent questioned.

"Because this is where his father was stationed and where he grew up and then later where he trained," Cap answered, "You all are to remain here."

"Yes sir," the agents then said reluctantly.

Cap then slowly made his way along the side of the closest building, which used to be a barracks. Looking through the windows, he saw that there had been no one living there. Cap sighed and continued on. He hoped that Bucky had left the area earlier and was not at the base. He then made his way into the camp's former mess hall, which rooms inside the building that someone could be in and no one would know.

As he entered he found the front two offices empty, and then proceeded into the main hall.

"Hello," Cap called into the darkened room, "Bucky? Are you here?"

He received no verbal answer, but did see the dark figure of a man drop from the rafters in front of him, run towards one of the windows and leap through it, shattering the glass. Cap instantly ran to the window to see that it was Bucky running off into the forest.

"Bucky, wait!" Cap called after him as he leaped out of the window after him.

James Barnes ran harder. His pent up guilt couldn't let him bear to see Cap's face or to even face him. He couldn't do it. Cap ran after him as fast as he possibly could and thanks to the Super Soldier Serum, was quickly catching up with his former partner. Bucky didn't slow down for him, and Cap eventually dove at Bucky's waist, sending both men rolling down a hill. Bucky landed face down in a pile of leaves, while Cap landed back first against a tree, and was thankful he had his shield with him.

"Why did you find me?" James Barnes asked as he gasped for breath.

"S.H.I.E.L.D. found you," Cap gasped back, "I came because it was the only way to make sure you weren't killed."

"That would have been a much better solution," James Barnes answered.

"You dying?" Cap questioned, "I was guilt ridden the first time you 'died'."

"It would be better then guilt I feel now," James Barnes answered, "Do you understand what they made me do? I killed people Cap. Not soldiers in battle, but common people. Many were just sitting down to eat when I killed them. I can remember some of their faces as they died. And it was all my fault! I betrayed you."

"I don't blame you," Cap answered, "If I blame anyone, it would be the Russians. And that was years ago. You and Winter Soldier were completely different people."

"That doesn't take the guilt away," James Barnes answered, "I have all of Winter Soldier's memories."

Cap sighed, "And they might be the only thing that saves you."

"What?" James Barnes asked looking over at him.

"S.H.I.E.L.D. wants to arrest you for what Winter Soldier did," Cap explained with a look of worry in his eyes, "And as punishment, I'm sure that they will execute you for it. The only hope you have of living is to agree to join S.H.I.E.L.D. and give Winter Soldier's story to the Director."

"Shouldn't Fury already know that story?" James Barnes asked.

"Fury was fired recently," Cap sighed, "And the new director only read about you killing people in Philadelphia."

James Barnes slowly got to his feet, "I don't know Cap. I did an awful lot of bad things. Perhaps I should let myself be killed."

"No," Cap said urgently, "You're like a brother to me. I can't watch you 'die' again."

James Barnes looked up to see that Cap didn't look like one who was betrayed or angry. In fact, Cap looked like he had on multiple occasions when one of the men who they had tried to help in World War II was critically wounded or killed. He looked concerned, nervous, and frightened, all in one. It shocked James Barnes to his corps that Cap could forgive him for what he had done.

"I'll come with you, Cap," James Barnes sighed, "Although, I'd think 'Bucky' is too childish now. Buck would be fine."

"You certainly have grown up since Torch," Cap nodded.

As the two began to walk up the hill they found Sharon and most of the other S.H.I.E.L.D. agents waiting for them at the top of the hill.

"You okay?" Sharon asked as they approached, "We heard glass breaking and then you screaming."

"Everything's fine," Cap answered and then turned one of the other agents, "Cuffs won't be necessary."

Sharon took a look at Buck for a short while and noticed that the red star on his bio-mechanical arm had been scratched off with something. Buck said nothing but merely followed Cap. Sharon sighed and then motioned for the other agents to return to their ship.

S.H.I.E.L.D. Helicarrier, Two Hours Later

"You don't need to be here for this," Director Maria Hill told Cap as he and Buck sat down in the two chairs opposite her in the helicarrier's interrogation room.

"I'm here to make sure you don't shoot him under the table," Cap answered.

"If I were to execute him, I would have already done so," Hill answered, "Now, Winter Soldier, would you please state your full name?"

"James Buchanan Barnes," Buck answered.

"Would you care to explain why you defected to the Soviets in 1945?" Hill questioned.

"I never defected," Buck answered, "In 1945, Captain America and I were assigned to stop a Nazi warlord called Baron Zemo from using a special super weapon that he had devised to attack the United States with. While Zemo was defeated, neither of us could stop the weapon from being launched. I leaped on it in an attempt to defuse it, but got my jacket caught in the machine, and even if I did not, I would have remained on it to try and defuse it. Ultimately I only managed to change the time so that it would explode before it reached its target, but because my jacket was stuck, I was still on the weapon when it went off. I was thrown into the North Atlantic and picked up by a Soviet Submarine. That is how I ended up in Soviet hands."

"A most interesting tale," Hill commented, "Tell me then, what prompted you to remain in Soviet hands?"

"I know the Soviets put forth a lot of effort to ensure that I would be a top assassin for them," Buck answered, "They gave me this bio-mechanical arm. Now, according to their files, I did suffer some minor brain damage and amnesia as a result of the explosion, but the Soviets still employed a large amount of brainwashing to insure that I would not return to the US after missions that I was sent on."

"So the Captain's story in your defense was accurate," Hill mused, "Interesting. May I ask how you've survived all these years?"

"The Soviets kept me in stasis between missions," Buck answered, "I should assume that you would know this already. Lukin sent Cap the Russian's Winter Soldier files and he turned them over to S.H.I.E.L.D."

"I only read the parts I was told to read," Hill answered, "Now that brings us to the important part. What part of all this does Lukin play? And do you have any evidence?"

"Alexander Lukin is the successor to Vasily Karpov, the Russian general who found me," Buck answered, "Karpov lead all the brainwashing and training of Winter Soldier, and used him throughout the Cold War. After he died, Lukin took over. He is the one who sent me to kill the Red Skull and to allow the attack on Philadelphia to happen."

"Do you have any evidence?" Hill questioned.

"None that would be acceptable in any court," Buck sighed.

"So all you have is your word against his," Hill surmised.

"Yes ma'am," Buck nodded.

"Why did you accept the Captain's offer that you might become a S.H.I.E.L.D. agent?" Hill asked.

"Mostly out of hope that I can do something to atone for what I've already done," Buck answered slowly.

Hill nodded and then turned to Captain America, "You have good fortune today Captain. I spoke Secretary Rumsfeld while you were on your mission. It was his decision that if Mr. Barnes here wishes to be an Agent, his skills would be useful in our current fight against Terrorism. Therefore if Mr. Barnes is willing, he can go to the main recruitment office immediately and they will suit him out with everything he will need. However, he won't go on duty for another week. That will give us time to sort out the paper work."

"Thank you," Cap answered with a sigh.

"He is allowed to live anywhere, so long as he keeps in regular contact with S.H.I.E.L.D. and we would actually prefer it if he lives in New York when not on duty," Hill finished.

"I can manage that," Buck answered.

"Very good," Hill nodded, "Agent 13 will take you to get everything you need."

Buck nodded and slowly turned to find Sharon waiting in the doorway. He then slowly followed the blonde woman. Cap was about to follow, when Hill made a coughing noise that got his attention.

"Yes, Director," Cap replied.

"You wouldn't happen to know why Crossbones attacked you earlier?" Hill asked.

"He and Sin were after a sample of my blood," Cap answered, "I don't know why they want my blood. Sharon believes it's either to create a clone or to figure out the Super Soldier formula."

"Is that possible?" Hill asked.

"Cloning, yes," Cap answered, "Obviously illegal, but various bad guys have done the procedure over and over. A few have figured how to accelerate the growth of the clones and then slow them down once they reach adulthood. Getting the Super Soldier formula, unless they have a doctor and scientist of great skill who was part of the original Super Soldier program, that answer would be unlikely."

Hill only sighed, "Then I guess I'll have to have my agents keep an eye out for a Steve Rogers look-alike, won't I?"

"I don't know," Cap answered, "I intend to find out as soon as possible."

"You will report this to me?" Hill asked in a commanding manner.

"If the answer that I uncover requires it," Cap answered as he walked out the door.

Hill only sat back in her chair.

Kronas Headquarters, One Week Later

Lukin grasped the box in his hand tightly as he walked into the room where the body cloned from the sample that Sin had collected lay. To his surprise, the person, clothed only in a pair of shorts, looked exactly like Captain America's civilian persona of Steven Rogers.

"That's…?" Lukin gasped.

"Yes," the voice said in a triumphant voice.

"Move!" Sin ordered from behind him, "Go stand next to the body."

Lukin sighed and the opened the box he was carrying and pulled out the new and improved Cosmic Cube from it. He then walked down a small stepladder and approached the body that looked exactly like Steve Rogers while Sin watched from the raised platform.

"You do anything stupid after the transfer, and I will kill you," Sin warned.

"And if I don't go through with the transfer?" Lukin asked.

"I'll make you scream until you agree," Sin smiled.

Lukin sighed then held out the Cosmic Cube in one hand.

"Just think of my mind going into that body," the voice instructed.

"I know how to use the Cube," Lukin growled as he closed his eyes to focus.

After a few seconds the Cube seemed to radiate bright light blue light in quick pulses, and then after a few seconds more there was a bright flash of light that blinded both Lukin and Sin and knocked both to the ground. Triumphant laughter soon followed.

When the light had faded, Lukin looked up to see something that he did expect and something he did not. Floating a few inches above the table was the Red Skull. He was clothed in golden colored armor with a swastika carved into the armor inside a Greek cross with a circle inside it. The Skull also seemed to be giving off the same blue glow that the Cube was.

"Skull?" Lukin questioned suspiciously.

"Yes," the Red Skull smiled, " Me. I thank you for letting me have the privilege of living inside your mind. You are quite strong and determined for a socialist."

"You couldn't do that before!" Lukin gasped.

"I've done it once actually," the Skull answered, "But it was lost when the seeds of Victory were taken from me. Now I can do it again, and this time I can not lose my power!"

"How?" Lukin demanded.

The Red Skull smiled evilly, "While you were transferring my mind to this body, I essentially copied and pasted the Cube's powers into this body. I am now a living embodiment of the Cosmic Cube!"

Lukin backed away, fear in his eyes, knowing his previous threats against the Skull.

"Don't be frightened," the Red Skull laughed, "You will live to see tomorrow, and possibly a great many tomorrows, depending on how you use the Cube in your possession."

"But you stole its power," Lukin pointed out.

"No, I copied it," the Red Skull answered, "Now, you can't use the Cube against me, as your men have upgraded the Cube to prevent anyone from using a 'self-destruct' feature, but it is still quite powerful. You will be able to do almost anything you wish with it."

"Almost anything?" Lukin asked.

"The Cube's powers are limited to locality," the Skull explained, "I have the powers of a God, but I can not affect things that are far away from my person. Your Cube has the same limitation. Also, you must remain focused while using it. Any distraction that occurs while you use it will make any change you make temporary."

Lukin watched as the Skull floated over to the platform to check on his daughter, who was yet to regain consciousness.

"So you're going to leave me with this power?" Lukin asked.

"Well, you went through the trouble of awakening a man your predecessor had brainwashed more then fifty years ago to 'kill' me when you first wanted the Cube," the Skull smiled, "Why should I deny you the chance to have your own power. Besides, I am intrigued by what you will do. Perhaps you will beat the Captain before I do."

Lukin only watched as the Skull began to disappear with his daughter in his arms. Once he was gone, Lukin simply slumped to the floor, dropping the Cube and stared at the now empty table.

Munich, Germany, Half an Hour Later

"Your plan worked brilliantly father," Sin smiled as she drank from a full wine glass.

"There was nothing brilliant about it," the Red Skull answered, "Any outside observer would have seen this coming, and I'm pretty sure that Lukin at least suspected it."

"You should have killed him," Sin commented, "He will fight you later."

"As I will fight him," the Skull answered, "Lukin will be no threat to me, my daughter, I assure you. With the power of the Cosmic Cube as part of my very being he can not simply have me shot, and thanks to his upgrades to his Cube, he can not kill me or counteract anything I do with his Cube. He is no threat."

"I would have liked to see him die," Sin sulked.

"You'll get your chance," the Skull promised, "All our enemies will die eventually. But right now, we must focus on our most powerful enemy of all."

Sin set down her wine glass and paid very close attention.

" America and her Captain," the Red Skull said with an evil smile.

Sin laughed and then asked, "How?"

"Civil War, my daughter," the Skull smiled, "Civil War. We will make America destroy itself! Now is when the really brilliant planning begins!"

To Be Continued…

"At what point then is the approach of danger to be expected? I answer, if it ever reach us, it must spring up amongst us. It cannot come from abroad. If destruction be our lot, we must ourselves be its author and finisher. As a nation of freemen, we must live through all time, or die by suicide."
--From the January 27, 1838 Lyceum Address