This is set during Captain America but will eventually make it's way through the X-men and other Avenger's movies.

I remember the first time I had seen him. I had been charged with the duty of greeting the recruits for Ab's little experiment. I couldn't really say that I was happy that they were doing human experiments but I also couldn't really say that I wanted to war to continue on. My two brothers were out there, fighting their way through Europe with those stupid grins on their faces. I never really understood their fascination with war, sure I liked the action well enough but I wasn't actually fond of cleaning blood out from under my nails. Jimmy and Victor more than content to get blood on their hands.

I had walked up from the base, through the other troops going through their drills and commands, running about the place in their perfect little lines that they would all forget the moment the bullets start to fly over their heads. They were lined up in one of those perfect lines when I walked up, waiting for their commander to show up and bark at them. Too bad they got me.

"Attention!" I snapped once I was close enough.

They jerked themselves up straighter, looking slightly afraid of what was about to come.

"My name is Eleanor Howlett but you will call me Agent Howlett," I said, moving to walk in front of them with my arms crossed behind my back in the usual military pace. "I shall be overlooking your training along with-"

"I didn't think they let broads into the army. Thought they left them at home in the kitchen."

I paused when the rather annoying voice interrupted me. I turned to face the direction of the voice and found a boy who was smiling like a moron. I wrinkled my nose at him and looked him over. He looked like someone who I would bloody his face, something I was actually thinking about doing. I raised an eyebrow at him. "What is your name?"

"Gilmore Hodge, sweetheart," he answered, flashing me a smile.

I narrowed my eyes at him. "Gilmore, would you please take a step forward?" I asked, taking a step back myself.

His smile widened. "Are we going to dance?" he asked, going as I had told him to, smiling at the others around him. "I got some moves you'd like."

I let out a small sigh. "I'm sure you do and I feel sorry for the woman who gets to see them. I didn't ask you to step out of line to dance."

"Oo, you gonna yell at me?" he asked.

"No, I'm going to do this," I said before snapping my fist forward and catching him in the gut.

He doubled over and fell to the ground, his arms going around his middle as he groaned.

My ears twitched slightly when the sound of a jeep reached me and the sound of Phillip's footsteps coming up behind me.

"Agent Howlett," he said, an amused tone in his voice. "I see you're breaking in the new candidates. That's good."

I flashed him a smile. "Breaking is right," I stated. "I think I broke a few of his ribs."

Phillip's lips twitched into a small smile before he stepped past me and looked down at Hodge. "Get your ass out of that dirt and stand in that line up at attention till someone comes and tells you what to do," he ordered.

"Yes, sir," Hodge moaned out before pushing himself up into a standing position, his arms still around his waist with a grimace on his face.

I rolled my eyes and looked down the line of men, my eyes freezing on the shortest of them all. He stood at least a head shorter than the others and he looked like he's been sick his whole life, like James had been when he was younger. But he had that determined look Victor got when he wanted something and that set jaw that James had when he was being all too serious. I couldn't help but smile at him being here.

Phillip's shot me a look before pacing in front of the men. "General Patton has said that wars are fought with weapons, and they are won by men," he said, his voice carrying. "We are going to win this war because we have the best-" he broke off when his eyes came to my new favorite, "men," he said, looking over in my direction. "And because they are going to get better. Much better."

I raised an eyebrow and looked over my shoulder only to find Dr. Abraham Erskine standing to my side. I gave him a smile and received one in return. Ab had found me when James and Victor enlisted. I was arguing with them, telling them that they don't have to fight in every war that comes along but of course they didn't listen to me. I had stalked off in an angry fit and bumped into him, him asking the right questions and managing to get the answers from me. I had told him everything about me and my two brothers being what he called mutants and how all three of us were gifted with the ability to heal faster than a normal person and have the attributes of some animal. James had bone claws, Victor had claws and teeth like a cat and I had claws and teeth like a wolf, not to mention the heightened hearing, smell, reflexes, and balance we all had. I had also told him that we were born before the Civil war and that all three of us had fought in it. He hadn't called me crazy and he didn't threaten to have me arrested, instead he gave me an offer to help him with his research while my idiot brothers were off killing people. Liking the man I agreed and joined him when the two went off to war. Chester Phillips liked me well enough, telling me once that I reminded him of his daughter and that it didn't bother him at all that I wasn't normal as long as I didn't bite him. I haven't bitten him yet and he hasn't pulled rank. Pretty sweet deal if you asked me.

"The Strategic Scientific Reserve is an Allied effort made up of the best minds in the free world. Our goal is to create the best army in history but every army starts with one man. At the end of this week, we will choose that man. He will be the first in a new breed of super-soldier. And they will personally escort Adolf Hitler to the gates of hell."

The week flew by faster than I had thought it would. I oversaw their training, watching over them to make sure that they wouldn't do something stupid to themselves or the other recruits. I wasn't ashamed to say that I watched the little one, Steven Rogers, more often than the others, fascinated by the fact that he hadn't given up yet despite the fact that everything and everyone seemed to be against him. I had watched as he attempted to climb the rope wall only to have his foot caught, causing him to fall back and hang there, struggling to breath properly, the drill sergeant yelling at him with that over annoying voice. I had watched him crawl under barb wire with his riffle in his hands and that dumbass Gilmore Hodge knock one of the posts down, collapsing the wire onto Steve, the sergeant yelling at him to get his riffle out of the mud. And now I was waiting at the half way point of their full gear run, looking over the boring paper work that Phillips had pushed to me sitting in a jeep, praying that the one we might give a ride to wasn't Gilmore.

"Pick up the pace, ladies!" the drill sergeant yelled. "Let's go, let's go! Double time!"

I winced at the volume of his voice and turned in my seat to glare at the sweating men who had disturbed the quiet I had been sitting in a few moments. I was about to snap at him when I noticed the Steve was at the very back of the pack, out of formation and at least twenty yards behind them, gasping for air he just couldn't seem to get.

"Faster! Faster! Move! Move!" the sergeant yelled before they got to the flag pole. "Squad, halt!" he yelled.

They all stopped, panting like overrun dogs.

The drill sergeant pointed up the tattered flag. "That flag means we're only at the halfway point. First man to bring it to me gets a ride back with Agent Howlett!" he told them. "Move, move!"

They convulsed on the flag pole, throwing themselves at it like rabid animals. Each trying to pull themselves up the pole while pulling the others down.

"Come on! Get up there!" the sergeant yelled. "If that's all you got, this army's in trouble! Get up there, Hodge!"

I narrowed my eyes at the arrogant man attempted to pull himself up the pole, praying that he would fall and break something. My prayer was answered as he slipped and fell to the ground, the men stepping on his in an attempt to get their own shot at the pole.

"Nobody's got that flag in 17 years!" the sergeant yelled, looking smug. "Now fall back into line! Come on, fall in!"

I watched as they all moved back into formation, all, that is, except Steve Rogers who walked up to the pole, looking it over with that determined look of his.

"Rogers, I said fall in!" the sergeant yelled.

Excitement rose in me when he reached down and pulled the pin and rod out of the base of the pole, allowing it to fall to the ground with a clatter. He tossed the two removed objects before stepping up to the flag, pulling it off, bundling it up slightly and handing it to the sergeant.

"Thank you, sir," he said before pulling himself up into the back of the jeep.

I looked back at him and couldn't help but smile brightly at him, surprised when I got one back. I couldn't help but laugh and look back at the other who were still in shock over the fact that the man they all hated had bested them. "I guess it's true," I stated as the MP started up the jeep and took off down the road.

"What's true, Ma'am?" Steve asked, his voice respectful.

I looked back at him, a bright smile still on my lips. "That brains beat bronze," I said.

His own smile widened and a small blush touched his cheeks.

I paced in front of the candidates, looking down at them as they did their pushups, grunting and groaning. "Come on, Ladies!" I said, keeping my voice a nice even level, giving them a break from the usual drill sergeant tone. "My mother could do better than this and she's been dead for years," I told them, shaking my head down at their sweating forms. I glanced up and found that Steve was struggling the most, the little to no muscle he had gave out long before now. "Move it!" I snapped before turning my attention to the approaching footsteps.

"You're not really thinking about picking Rogers, are you?" Phillips asked as they walked towards us, Ab following close behind him.

"I'm more than just thinking about it. He is the clear choice," Ab stated.

"When you brought a 90-pound asthmatic onto my army base, I let it slide. I thought, 'what the hell.' Maybe he'd be useful to you, like a gerbil. I never thought you'd pick him."

I glanced down at the men long enough to shout 'up' and 'jumping jacks' before turning my attention back to Phillips and Ab.

"You stick a needle in that kid's arm, it's gonna go right through him. Look at that. He's making me cry."

I glanced to Steve and found that he was even struggling with the jumping jacks.

"I am looking for qualities beyond the physical."

"Do you know how long it took to set up this project? All the groveling I had to do in front of Senator What's-His-Name's committees?"

"Brandt. Yes, I know. I am well aware of your efforts."

"Then throw me a bone. Hodge passed every test we gave him. He's big, he's fast. He obeys orders. He's a soldier."

"He is a bully."

I all but growled at the idiot boy doing jumping jacks with a more than vacant face.

"You don't win wars with niceness, Doctor. You win wars with guts."

My heart all but stopped when I heard the familiar pull and fling of a grenade before it flew passed me and rolled into the pack of working men.


The men scattered and took cover, cowering behind the jeeps. Steve, on the other hand, shot forward and curled himself around the grenade.

Knowing that I would survive the blast of a grenade I stepped forward to tell him to run but was cut off by Steve.

"Get away!" he yelled, throwing his arm in my direction. "Get back!"

I let out a small growl when the grenade didn't go off. "It's a dummy grenade. All clear. Back in formation," I stated, looking over to Phillips with a raised eyebrow.

Steve pushed himself up into a sitting position and looked to me with a confused look on his face. "Is this a test?" he asked.

I couldn't help the small smile that touched my lips at that and nodded. "Yes, and you passed," I told him.

"He's still skinny," Phillips stated before walking off.

I rolled my eyes in his direction before looking at the grenade still laying at Steve's side. "Hand me that would you?" I asked.

He placed the grenade gently in my hand, looking slightly scared.

I bounced the grenade in my hand a few times before tossing it in Gilmore's direction. It thumped next to his feet, catching his attention. He let out a yell and ran for it, the others looking after him with confused looks. I smiled and looked back down at Steve. "You're dismissed for today," I told him before turning and walking over to Ab.

"That was most unkind," he said, gesturing to where the grenade still lay.

"You said it yourself. He's a bully and bullies need to be taught their place," I said, leaning against the jeep next to him.

He chuckled lightly. "Should have known you were listening."

"It's not my fault you talk too loud."

He let out a sigh and looked to Steve who was making his way slowly back to his bunk, his eyes on the sky above him. "What do you think of Rogers?"

"I think you made the right choice," I answered. "He's not a soldier, he's a leader. If you had picked Hodge then you would have gotten a gun without bullets."

"Brains beats bronze?" he asked.

I nodded. "You want the super-soldier to be the first of his kind, the leader of the pack; you need someone who can think for themself. You can make the other super-soldiers like Hodge but you need Steve to lead them."

"I see your point and I agree," he stated before looking over to me with a soft smile. "Would you be willing to go along with him? To join him in the fight?"

I smiled at the kind German man. "I would follow that man anywhere," I stated. "At least then I know I'll have the least chance at getting shot at."

"Don't speak too soon, Eleanor," he said, smiling back just as kindly. "Come, we have much to prepare for."

Later that night I found myself following the scent of Ab to the now nearly empty candidates' bunks. Knowing that he probably went to see Steve before the big day I remained as quiet as I could when I approached the open window their scents were coming from.

"The serum was not ready. But more importantly, the man."

I leaned against the building when I heard Ab's voice, knowing that he was talking about Johann Schmidt.

"The serum amplifies everything that is inside, so good becomes great. Bad becomes worse. This is why you were chosen. Because a strong man who had known power all his life may lose respect for that power, but a weak man knows the value of strength. And knows compassion."

There was a small silence before Steve spoke. "Thanks, I think."

The sound of clinking glasses filled the air and the sound of liquid pouring followed after.

"Whatever happens tomorrow, you must promise me one thing. That you will stay who you are. Not a perfect soldier, but a good man."

"To the little guys," Steve said before they clinked their glasses together.

"No, no. Wait, wait. What am I doing?" Ab asked. "No, you have procedure tomorrow. No fluids."

"All right. We'll drink it after," Steve compromised.

"No, I don't have procedure tomorrow. Drink it after? I drink it now."

I couldn't help the small laugh that escaped me at that.

"You know, Eleanor, normal people listen at doors, not windows," Ab's voice said.

I let out a sigh before pulled myself up with the window ledge, crossing my arms and resting my weight against them as I looked in on the amused looking doctor and the surprised looking man. "We both know that I'm not normal," I said, smiling brightly.

"I am painfully aware of that fact, thank you," he said before holding the other glass out to me.

I shook my head. "Don't waist it," I told him. "I haven't done anything special lately."

"That is true," he stated before down the glass.

I chuckled and looked over to Steve. "Are you nervous?"

He shrugged his shoulders. "Wouldn't you be?"

"Hell yes," I answered. "I hate needles."

That brought a smile to his lips and a question that he never got to ask due to the yelling of 'Agent Howlett' by an MP.

A sigh escaped me before I nodded to the two. "I'll see you in the morning," I said before allowing myself to drop to the ground and head off towards the direction the MP was standing. "What can I do for you?" I asked politely.

"Colonel Phillips wants to see you, Ma'am," he said.

I nodded absent minded. "Thanks," I said before heading off the way to Phillips bunker. I pushed the door open and peeked in, seeing him sitting at his desk in the corner. "You wanted to see me, Phillips?"

He waved me in over his shoulder.

I closed the door behind me and walked over, sitting on the corner of the rather well organized desk. "Well?" I asked.

He let out a frustrated sigh but looked up at me all the same. "I want you to keep a close eye out tomorrow," he stated. "The last thing we need is for something to go wrong."

I nodded slowly. "What do you expect to happen?" I questioned, knowing that when he got his gut feelings you should probably listen to them.

"Something that involves death and destruction, you know, the usual bit."

"And my actions if something does go wrong?"

"Unless you're killed I want you to stop it," he stated.

"Fine," I sighed. "But if I take a bullet to the brain I'm biting you," I stated before jumping down off his desk. "Was that all you wanted?"

"For now," he stated before throwing me a small smile. "Goodnight, Eleanor."

I gave him a smile in return. "Goodnight, Chester."

Thank you so much for reading this! How about reading the next chapter?