A/N: Gotta love writing to avoid all your worldly responsibilities…. sometimes it even results in chapters that are twice as long than normal…heh. Please review if you enjoyed! xox

"The word 'distraught' cannot describe how my heart has been

Where do we begin now that you're back from the dead?"

~Skylar Gray

In her dream, thousands of Taskmaster's clones tripped and stumbled over each other, heedless of their own wellbeing, swarming like cockroaches and gaining momentum as they scrambled and leapt toward her.

Her lungs burned and her legs splintered beneath her as she ran, but hysteria drowned out everything else. A frantic thought pounded in time with her heart, again and again —I have to get to him first, I have to get to him first—

She felt a vice-grip grab her ankle, pull her down, and as she opened her mouth to scream, everything turned black. She was falling, spinning, flying helplessly out of control-

The falling stopped. She opened her eyes, and the Soldier stood before her. He stared right through her. She screamed his name, but as she ran forward, she smacked into an invisible wall, a glass barrier that suffocated all sound. She pounded it frantically with her fists, but all she could do was watch in horror as the clones rose up all around him, surrounded him, dogpiled on him, and began ripping him apart—first his metal arm, then, to her unimaginable horror, his real limbs, in screaming, bloody, excruciating violence—

She gasped herself awake, her body jerking. The first thing she felt was the chilled sweat on her forehead. The next, someone's hand cupping her cheek. She threw her hands out involuntarily, whimpering—the clones had finished destroying Bucky, and now they were here for her—

"Please, no, please—" she begged, voice rising.

"Avery," a voice said in the dark. She struggled blindly for a brief moment before someone seized both her wrists. She couldn't move an inch. Ice blue eyes hovered above her, and she opened her mouth to scream at them—they were same eyes that had stared out from a hollow shell amidst the cannibalistic destruction of Taskmaster's minions.

What she'd just seen in those dead, listless eyes had horrified her far beyond the carnage of the specter-like clones. As the last clone had reached to tear out her friend's jugular with raw, vitriolic force, the Soldier's eyes had only expressed one horrifying, undeniably clear thought.

Finally.

"It was a dream, Avery," the voice said in a low tone, with the faintest hint of urgency.

Gradually, she came to herself. The traces of hysteria abated.

They were sitting up in the bed, facing each other. The covers had been ripped off and lay half-twisted on the floor. She looked again—his eyes, the real Soldier's eyes, blazed with ice-blue fire, shooting heat from her core all the way to her fingertips. Their electric fire radiated something she couldn't quite name.

"Oh," was all she could say, dropping her eyes to his hands. Choking a little bit at the use of her dry throat, she quickly added, "I'm sorry—I'm sorry." She felt her face flush with embarrassment for struggling against him in her half-conscious state. "I—there were…"

He gently lowered her hands into her lap, relinquishing his hold. It was a sobering reminder of his strength, as if she needed more—she had been ready to struggle with all her might, and he had barely needed to sit up to restrain her entirely.

"It's okay, Avery," he said softly. Each time he said her name, she felt herself anchored more firmly to reality. "It's over now."

She cradled her face in one hand, feeling the cold sweat that had gathered on her brow.

After a few seconds of breathing through her nose, he asked, "Do you want to talk about it?"

She felt a painful twinge. His nightmares had been a thousand times worse, she was sure—nightmares intertwined with the trauma of every life he'd snuffed out, every scream he'd been forced to replay in his mind, all of the torture he'd been subjected to—and the first thing out of his mouth was to ask her if she was okay.

She felt ashamed. "No, it's nothing compared to—it's nothing."

His hands fumbled around hers. He hadn't tried to comfort someone in a very long time, and it showed. She opened her palm and received the gesture.

How slow he was to accept comfort, but how quickly he jumped to give it.

Suddenly, her heart gave one painful surge of adrenaline. "I'm so stupid," she said, voice quivering. She glanced toward the skyline view and saw with relief that it was still dark. "What time is it?"

"You were only asleep for about two hours," he replied steadily, evidently still trying to calm her down.

Mentally, she berated herself. How could she have fallen asleep with everything they had on the line? The moment the Avengers woke up and saw that the Soldier wasn't in his hospital bed, they would start asking questions—in fact, if Steve was up and wandering around, as he was apt to do, they might already be too late.

She buried the image of Steve's face as he stumbled across the empty med ward—at first, hopeful that a miracle had occurred, but soon, overwrought with distress. And when he realized that Avery, the powerless civilian under his protection, was gone too…

She couldn't think about it. She had succumbed to weakness the moment the Soldier appeared in her room. She couldn't afford to be weak again.

She was only vaguely able to see his outline in the weak glow of the city lights. "We have to go. We can't stay here."

"Avery," he repeated, brushing his warm hand over the back of her palm, "Are you really awake?"

You didn't wake up by accident, she opened her mouth to tell him, but all at once, recalled JARVIS' seemingly omnipotent presence in the building. Even if the AI system was still a bit scrambled from Taskmaster's attack, Avery was willing to bet he was functional enough to hear everything she said.

At last, her eyes had begun to adjust in the dark. She searched his sharp features, the curve of his cheek, the strength of his jaw and the quiet whirlwind of the serious eyes beneath his deep brow.

"I need you to trust me," she said. It sounded like a question and she hated the uncertainty she heard in her own voice. She didn't even trust herself.

He watched her very closely. His only hesitation seemed to come from a doubt of whether she was fully conscious or not. "Alright," he said.

She had no doubt that his one-word response—though partially given to calm her, she was sure—carried a promise that he would lay down his life to keep.

She gathered a fistful of his t-shirt and pulled him lightly toward her. He remained stiff, surprised by the movement.

"We need to leave the building. I can't say why in here. The others can't know," she whispered into his ear.

As they pulled away from each other, she could tell he had already caught on. A kind of chagrined seriousness darkened his face. In all his years of covert operations, she was positive he had become more than familiar with bugged rooms and advanced security systems.

His posture straightened, and the Winter Soldier's walls went up with almost frightening speed. All traces of the aching gentleness he had shown her were stifled. In less than half a second, he was in mission mode.

Nimbly, he stood. He held out his gleaming hand, and she reveled in the cool feeling as she slid her palm into his, standing with him.

"Grab your things," he said in a low command. "Do everything I say."

She sat slumped in the red leather booth, trying to make herself as inconspicuous as possible. Maybe it was just in her head, but she was almost painfully aware of how good the Solider was at blending in, and how very not good she was.

Silverware clacked and scraped quietly on the tin plates, the hushed murmur of conversation filling the oblong room with a gentle buzz. They had found the diner on the very outskirts of down, a 24-hour dive that served waffles and burgers to anyone who was stumbling around by the city docks in the early morning hours.

On their way in, Avery had caught a glance at the grimy clock on the wall. It was about 2:30 in the morning, but evidently, this really was the city that never slept. There was still a number of patrons lingering in their seats, some speaking in quiet tones with their friends, others passed out on the table by their still-warm food. Every once in a while, a raucous guffaw of laughter would bubble up from one of the more inebriated tables, but would extinguish itself just as quickly as it came.

The Soldier sat across from her, baseball cap pulled down low over his brow. She could tell from the slight movement of his head that he was scanning the room—still as a coiled adder, seemingly calm, but ever ready to strike at an unexpected enemy.

His head twitched toward her. Seconds later, she heard footsteps come up from behind.

"What'll it be?" asked a bored-looking waitress who barely gave either of them a second glance.

"Uh," Avery said, "Just two coffees, please."

The waitress scribbled in her notepad, eyes flitting between Avery and the Soldier briefly before she headed off toward the kitchen. Avery breathed a very small sigh of relief—thank God waitresses in this area were used to dealing with so much more than a strung-out looking college girl and a ripped, intimidating hobo.

Not an hour before, after she had fumbled around in the dark for a few minutes and shoved what few things she had into a small bag, the Soldier had taken her hand and drawn her noiselessly into the hall. They lingered by the door for a moment, listening. Evidently, Avengers Tower still slept.

His footfalls were inhumanly silent. Every step Avery took sounded like a gunshot in her own ears.

She didn't dare breathe. As long as no one was wandering around in the middle of the night, as long as JARVIS didn't suddenly sense movement in the building, and as long as they stayed away from the cameras in the elevators, they might just be able to slip out unnoticed.

Suddenly, the Soldier stopped short, yanking her aside so that they both pressed flat to the wall. Up ahead, a very dim light shone from the kitchen. They craned their necks to identify its source.

Bruce was awake.

The kind-tempered doctor sat at the kitchen's island, surrounded by piles upon piles of splayed-open textbooks and reports. As Avery watched, he squinted, took off his glasses, and rubbed his eyes in exhaustion—evidently, he'd been up for a while, throwing himself into researching something important. The top button of his polo was undone, and his silver-tinged hair was disheveled like an overused mop.

Avery cursed quietly to herself. They had to make it past the kitchen in order to leave the Tower. Bruce was the only thing standing in their way.

Her eyes strained to make out what he was reading, and when she caught the title of one of the closer textbooks, her heart suddenly ached.

Post-traumatic Stress Disorder and Declarative Memory Functioning: Recent Advances in Reversing Memory Loss.

Distracted by a surge of affection for the man, Avery didn't even notice that the Soldier's focus had gone tunnel vision, his eyes black, recognition gone.

She looked up in mild panic when he started to move forward, immediately recognizing the indisputable mask of a killer.

Avery latched onto his metallic bicep with both hands, willing herself to break his concentration. His head snapped towards her and he looked at her oddly, as if he didn't quite know who she was, half caught between a dream and reality.

No, she mouthed desperately, shaking her head with terrified vigor. Her intervention had been a knee-jerk reaction to protect the older man, but even as she held the Soldier back, she realized what an unspeakable catastrophe would occur if someone had actually tried to harm the Hulk's alter-ego.

The Soldier blinked a few times and seemed to remember himself. All at once, he jerked backwards, causing Avery to lose her balance.

She fell in slow motion, waiting for her body to hit the floor with a heavy thud and waking up the entire building in the process. Before she could even screw her eyes shut, she felt the Soldier's cool arm snake around her waist and set her back on her feet. She made a concerted effort to keep her breathing low and measured, even though the close call had her close to hyperventilating.

Pressed flush to his chest, almost nose-to-nose, she mouthed a silent Thank you.

He nodded, straightening.

A loud snore issued from the kitchen. They craned their necks again, and saw that Bruce was face-down in a particularly thick book, pencil still in hand.

The Soldier began moving past the doorway, Avery at his side.

She was so caught up in mimicking the silence of his footsteps that she tripped again.

He realized what was happening a second later this time, and only barely managed to catch her. Her sneaker made a low screeching sound on the tile, and they both winced.

Bruce shifted, but remained asleep.

The Soldier gave her one exasperated look and lifted her clean off the ground with his metal arm. Her feet didn't touch the floor for the remainder of their escape—he kept her elevated at his side, carrying her entire body weight down at least ten flights of stairs without breaking the slightest sweat, much to her protest.

Now, in the diner, she chewed on her lip, staring at her hands clasped before her. The Soldier's eyes rested expectantly on her.

"The attack on the Tower…wasn't meant to kill the Avengers. And that day at the museum wasn't about capturing you. Not really, anyway." She met his eyes. The slightest frown twisted his brow. "It was about getting to me. After those things, those clones, came and knocked everyone out—they took me somewhere."

The Soldier's eyes flashed, and he sat up quickly, spine rigid. His eyes were running up and down her arms, her face, examining her for any injuries he had failed to notice.

She went on, "There's a man working for HYDRA—"

"Those things were from HYDRA?" he hissed, and she jumped. His eyes bulged as he leaned forward. "HYDRA took you?"

"Well, that's just it," the words came tumbling out of her mouth. "HYDRA has no idea that he was trying to kidnap me."

"What? Why?" he bit out jaggedly.

Somehow, he was taking the news much less calmly than she thought he would. With a trickle of fear, she recalled the look of murderous rage that had made him almost unrecognizable as he laid waste to an entire army of agents on the steps of the museum.

All at once, it hit her what he would do to protect her, and it scared her to death.

"What does 'Gamma Grid Six' mean to you?" she probed against her better judgment.

If it were at all possible, his face darkened yet more. She watched him draw inward. His next question sounded like a statement, spoken in an unnervingly quiet tone. "Who is this man, Avery?"

"He called himself Taskmaster," she said, trying to gauge any sign of recognition in his face. She found none. "He's the reason you're awake right now." She continued, relaying everything Taskmaster had said about his own condition, the memory drive, and the feigned the attack on Avengers Tower. When she came to explaining Taskmaster's why he had attacked the Tower, Avery's mouth went dry.

"He knew that you would—he knew he could get to you through me," she said. Now that she said it out loud, it became painfully clear. She was the weak link at the center of it all. She was the Soldier's biggest blind spot. All it took was one smart villain to connect the dots and use it to exploit the Soldier within an inch of his life.

If Taskmaster held all the cards, it was because she had traipsed in and handed them right over.

Filled with regret, she cast her eyes downward. She was just some naïve girl who'd tried to play hero, and now other people were paying the price—the Soldier, most of all. Because of her, he had no choice but to return to HYDRA's world, seeking the cure-all device that he would die without.

Without warning, the Soldier's fist came down hard onto the table, rattling the salt and pepper shakers and jolting the entire booth. The angry thud reverberated through the diner, causing a handful of patrons to glance curiously in the direction of the sound.

Avery flinched violently. It had been his normal fist—but he had no doubt tempered the power in his strike. If he really wanted to, he could have easily punched clean through the solid wood with just his bare hand. Nevertheless, his fist trembled on the table before them, some raw emotion causing him to shake beyond his control.

She swallowed, feeling her eyes sting. He was angry at her, after all, as he rightfully should be. How could she ever apologize? What could she even say?

"I…Avery…" His voice cracked, and she looked up, startled.

His eyes were wide. He seemed to have difficulty swallowing, and his gaze fell to the floor. Uncurling his fist, he clutched his forehead, obscuring his eyes from view. "I am so…sorry," he said.

Struck dumb, she managed, "What?"

"I knew something like this would happen," he castigated himself, "I knew it, and I still— I knew it."

Avery blinked, at a total loss. She reached toward him, where he sat slumped over the table.

For the first time, he recoiled from the contact, lightning quick. He saw the shock on her face, and in the same instant, he deflated. Suddenly, he seemed very, very small.

"I wasn't there to protect you," he said. "They're only coming for you because of me, and I can't even protect you." Through clenched teeth, he added, "If they had hurt you…"

Emotion roiled off him in waves, and he gripped the side of the table.

Her words stuck in her throat, and her heart thudded painfully. "If they hurt me, then so be it," she said. "I would rather die than watch you suffer like you were."

Wearily, he said, "You don't know what you're saying."

"Besides," she cut in, "They're not going to hurt me—not as long as they need both of us. Without me convincing you otherwise, they know it would take you about four seconds to track them down and hand them their asses on a silver platter."

He took a measured breath and shook his head, letting out a peeved huff. His lips quirked. "I could do it in two."

For a moment, she marveled at the ease with which the joke slipped out of his mouth. It was as if the serum had returned more than just functional capacity—it had lent him the thinnest shadow, the faintest echo, of who he used to be. His eyes crinkled just a little more freely; he moved and spoke without torment etched into every gesture.

She was afraid to let herself hope that, one day soon, that tenuous glimmer of who he was might be allowed to stay.

"Well, that's that, then," she said.

She rummaged in her pocket for a moment, finding the pink vile and holding it in her outstretched palm. His eyes lingered on her face for a few moments longer than necessary.

At last, he took it and rolled it between his thumb and forefinger.

"That's how I woke you up. The dosage you're on right now will last about a week. That one," she indicated with a jerk of her head, "will give you another week. But if we don't find the memory drive before then…"

"Let me guess. I go right back to where I started."

"Yeah," Avery said, remembering, with a prick of unease, how far he had to fall.

"This guy drives a hard bargain, doesn't he?" he said, smiling sourly. As he held the pink serum up to the light, something came over him. "You know, I'm not so sure that going back to where I started wouldn't be…for the best."

A chill ran up her spine as the listless eyes from her dream resurfaced. "Uh. What? What are you saying?"

"Avery…a minute ago, I was willing to take out that man in the Tower. I didn't even think twice about it."

She recalled the disconcerting look on his face when he had moved toward Bruce.

"No, you weren't," she swatted the memory aside. "You would have just knocked him out or something."

He brought the vial back down, rolling it back to her. "You know that's not true," he said, forcing a somber smile. "It might be better for everyone if I just go back to…being non-functional."

"Okay, first of all, shut up. Second of all, you don't want to hurt people anymore. Things are just—well, tough right now. You wouldn't normally—"

The ghost of a smile on his face, he asked quietly, "Can you really know that?"

With crystal clarity, she heard the echo of his words at the museum: A weapon doesn't get to choose who it kills. I may not be in control of the trigger, but I can get out of range. That's why I left.

When the argument rested on his stability, there was no way she could dissuade him from something self-destructive. She hated herself a little for what she was about to say, but her gut told her it would be devastatingly effective.

"Oh yeah?" She leaned in, dropping her voice. "Then what happens if you do go back to being non-functional?" She fixed him with a piercing stare. "To me, I mean."

Surprise flared up just a little behind his eyes.

"You stay with the others," he said. "Steve would never let anything happen to you." He looked bewildered by his own words—like they'd been second nature, and had just slipped out.

She glanced around furtively and continued, "Bucky, I watched those clones take down the Avengers without even trying. And it was a fake attack. If we don't bring Taskmaster what he wants—if you just let yourself go under—do you really think he'd be beyond sending one clone to snap my neck, even just to keep his cover? Heck, maybe he'd even show up to do the honors himself, since it's personal now."

"Don't say that," he said, his mouth in a thin line. She could see that she'd won. It felt strange, using her life as the bargaining chip to blackmail him into saving his own.

"We have to do this."

He raised an eyebrow. "I don't like how you seem to think I would take you along."

Avery saw exactly where this was going. "The last time an Avenger tried to feed me a line like that, I threatened to smack him."

His lips parted slightly, somewhere between disbelief and irritation. "There's no way in hell you're coming. This is not a game."

"Egads, not a game?" she deadpanned. "Bucky, I almost died three times yesterday. I'm aware."

"I said no," he said, voice rising.

Now, one of the waitresses was definitely eyeballing them.

"I am not letting you do this alone," she whispered shrilly. "Obviously, I can't help with the actual extraction. But you'll need someone to, I don't know, drive the get-away car or something."

Unexpectedly, he snorted. "The get-away car?" He looked out the window, muttering, "I don't believe this…"

Abruptly, he stood up from the booth, shoved both hands in his pockets, and stalked out the diner door. She was already up and running after him into the chilled New York air.

"If you don't take me with you, I'll head straight back to Avengers Tower right now. I'll ruin everything, I swear—"

He spun sharply, and she smacked right into him. He clamped down on her shoulders, and she yelped.

"WHAT ARE YOU TRYING TO DO?" he shouted, shaking her for emphasis.

His intensity caught her off guard, but after a beat, she yelled, "I CAN'T JUST KEEP DOING NOTHING!"

His face twisted, but she steamrolled through before he could say anything. "I can't just keep running to other people to save you! I can't just keep sending you off to fight your battles alone." The quiver in her voice surprised her. "Every time you go off by yourself, you get hurt."

He searched her face. His grip on her shoulders tightened.

"I refuse to put you in anymore danger," he breathed, eyes burning.

"Then what are we supposed to do?"

Slowly, gently, the Soldier brought up a warm thumb to graze her cheekbone. Just as he was about to touch her, a sardonic voice pierced the quiet.

"Sorry to third-wheel here, but I only have so much memory available, and I'd really rather this angst-fest not be one of the things taking up space."