AN- sorry for the long delay for this chapter! I ended up breaking my foot in a fall last month and trust me its hard writing when on pain meds! Well, a lot's going to happen in this chapter and much more is still to come! I hope you can forgive the long wait for this chapter!

His mind had always been too loud. Too loud, too busy, too full of things he had no context for. He could see them in bright flashes of vivid experience; the smell of a Brooklyn alley after a midnight rain, the feel of a stray cat's fur under his palm as it arched into his touch, the sound of a train's wheels far too close, he could remember small bits in crisp clarity but the whole picture was broken. He held the shattered pieces of a great mosaic with no blueprint, no frame of reference; the grand work it once was lost, leaving him with only a hundred million broken fragments and no way to tell how they fit together.

At least, it had been that way for the decades under HYDRA's command. He'd been out of cryo so long, his mind let go to mend without the wipes and supplied with small threads to stitch the patchwork of memories together, that now he was slowly piecing that mosaic of his former life back together. His memories were less flashes of disjointed fragments and now short contingencies; instead of just an isolated sound of pencils scratching at paper he now had a tentative picture of a skinny boy hunched dutifully over a thin sketchpad as he drew, or how a Russian lullaby now reminded him of a dozen young faces in a dim military compound.

With the tentative return of his memories came the emotions attached to them. He remembered the fluttery lightness in his stomach when he laughed loud and long around a campfire with Steve and soldiers just on this edge of familiarity, or how the fear had felt like tendrils of ice snaking up his spine when he heard a door slam shut over the rattling of train wheels. He remembered what fondness felt like, how it had bloomed with a fragile warmth behind his ribs for the first time in decades when he heard the first few unsure English words leave Natalia's mouth, how she'd smiled like the sun after she held her first conversation in it with him. He remembered how it felt to have the emotions, but what he lacked entirely was how it felt to receive them, to give them freely and openly.

The strings that HYDRA had cut and mangled were slowly reconnecting, threading through the holes in the decaying programming and forming stronger bonds with each day. He hid it, he hid it deep and he hid it well. If Lukin knew he would be isolated, probably even forcibly wiped with what little equipment the base had even if it had a high chance of killing him. He knew how Lukin operated, his worth was only measured by his effectiveness in the field, and he knew as soon as that was permanently diminished he was obsolete. Just another loose end to be cleaned up, a broken machine to be discarded, a toothless wolf to be tied down and shot.

A week had passed since his meeting with Natalia, since he'd given her every bit of information he could to help them find Steve. He could feel the programming responding to his HYDRA handlers, feel himself falling easier and easier into old ways and habits, found it harder to recall the broken shards of his memories. It scared him, it honestly scared him. What if tomorrow he woke up and all of the progress he had made was undone? What if tomorrow he looked at Steve and didn't see him, and saw only a target or mission or body to be disposed of? If he lost Steve, if he lost him and Natalia, then he knew there'd be no saving him from HYDRA; they were the only ones who stood even the slightest chance of picking up his shattered pieces. This act of putting faith and trust in others was so foreign to him it was almost terrifying but he knew he couldn't do this on his own.

The soft sound of exhaled breath brought him back to reality, eyes cutting down to where Steve was resting his head on his thigh. The wound to his right side had healed enough for him to move around somewhat, although his definition of moving was rather singular. Steve had rolled onto his left side, using the Soldier's lap as a pillow, the thin white blanket he was wrapped in streaked with rust red from the most recent change of bandages. The Asset had deemed him well enough to chance providing him with a shirt, bright SHIELD logo across the chest of it, the sight of which made him feel sick. Steve was curled up somewhat, back mostly to the Asset, trying to shrink into himself but twisting himself up in the blanket and his own limbs in the process. Wide open to attack. The thought stung in his mind, eyes narrowing a fraction behind the thick protective goggles, and was dispelled quickly. Steve Rogers was not a target, threat or mark to him, but his programming deemed otherwise.

Even with the serum Steve's wounds were taking too long to heal for the Asset to be comfortable. The horrific gunshot to his side had only just closed up, a stark red swath of raw muscle stretched taunt over mending bones. The wound to his collarbone had healed much quicker, now a silvery patch of scarred skin that was fading with every passing day. His breathing had evened out to a wheezy constant, no longer sputtering and fluid-filled. It was a small comfort to the Asset.

The HYDRA doctors kept him sedated heavily most days now, preventing him from attempting to fight back or flee. The Asset knew the drugs well enough, as they had been used on him in the past when he woke up from cryo. It had kept him docile and pliant and it made him sick to see Steve reduced to the same state. He was burning through the dosage much quicker than he ever had, sometimes snapping to awareness with a feral sort of desperation to escape. Lukin made an awful point to make him be the one to administer the syrette, make him stand and watch as Steve collapsed and wheezed and tried to fight the drug, always to fail. Lukin couldn't wipe him, but he was trying his damnedest to break him through other means.

He'd been given less and less time with the Captain, forced into training exercise after training exercise, with little rest in between. The goggles hid how cloudy from exhaustion his eyes had gotten, how dark the patches under them had become, rendering him less and less able to fight back against orders. He wanted to gnash his teeth and lash out at every turn but he didn't have near the strength to keep doing so. He was so tired. He was never going to stop fighting but the programming was much stronger in his depleted state, the feeling of it guiding his movements almost second nature after decades under its control.

Stress sat heavy on the Soldier's shoulders, weighing him down and filling him with dread. His right hand was gently carding through Steve's hair, curling through golden strands that had grown during their captivity. He had orders from Lukin himself, an ultimate test for his programming, and he could feel it straining in his mind, the cogs and gears of HYDRA's control creaking and screeching in protest against his unwillingness to comply. He'd known this order was coming since his capture, known since they let Steve recover, known since they let him visit him as a reward.

The possibility of it had eaten at his mind since his first agreement to comply with Lukin's wishes, but now that the command had been given the reality of it all had crashed down on him. It was punishment, he knew it, punishment for not killing Natalia and the small group she had gathered, for killing his own team to protect them. Lukin wanted him to know that he wasn't to make decisions and couldn't think for himself, and Lukin's sick sense of humor had been summed up in his simple order. He wanted balance; since he couldn't kill Natalia and her group, he had to take another's life.

He held a knife in his metal hand.

"Kill the Captain, Soldier."

Even hours later the words still rang in his ears, a roar that threatened to drown out his own thoughts. He couldn't reject a direct command from a handler such as Lukin, yet he'd managed to hold out this long, kept his blade from marring the unblemished skin of the blond's neck. He could feel the press of it bearing down on his mind, burning behind his temples and tugging at his limbs, but he fought it. He gritted his teeth under the muzzle-mask and hissed out his breath, trying to will himself to throw the knife away from them but his arm wouldn't respond. He couldn't disarm himself but he found he could keep himself from moving to attack; he was at a grim stalemate with the programming.

"Slit his throat, Soldier. I want you to watch him die."

A strangled sort of noise choked in the Asset's throat, swallowed down thickly as he struggled to keep from showing his distress outwardly. He didn't even realize his hands were shaking until Steve made a confused sound, tilting his head to look up at him with one medicine-fogged eye in silent question. It just made the Soldier's hands tremble more. He'd done everything he could to try and protect the few people he knew with certainty and it was being warped into Steve's own death; everything he'd done was going to kill the man he'd tried so hard to protect.

"… Bucky?"

The Asset's whole body shuddered at the other's voice, shaking so much he could hardly sit. He pulled his hand away and watched the other's face, thankful for the first time in decades for the mask that covered his expression. Steve couldn't see the pained look on his face, see how panicked and wild his eyes were through the goggles. Lukin's agents had locked him in here and he could see the shadows of them through the small square window on the door; he knew that they would keep him in here until he completed his mission. He'd lasted this long, he just had to keep telling himself he just had to hang on a little longer.

He had to look away. He couldn't look at Steve without the programming screaming to lunge, to hold him down and slash the blade across his open throat. The inner mechanisms of his metal arm whirled and purred, plates calibrating and lying flat and repeating, unfeeling fingers tight around the handle of the knife that he could hear cracks forming on the resin grip. He felt like some sort of predator, a monster; Steve had done nothing but try to protect and aid him and when he needed him to return the favor here he was, holding the knife that would kill him.

Muffled voices from the HYDRA agents outside, combined with their restlessly shifting shadows through the window, set off alarms in the Asset's mind. Something was going on. It was likely Lukin coming to inspect his progress and the thought of it was enough to worsen his shaking. He was being pulled in a dozen different directions; Lukin's words tugged at him to attack, his own mind screamed at him to get Steve out of this hellhole and protect him, while the programming whispered encouragements to complete his mission and be rewarded with the quiet sleep of cryo.

The weight in his lap vanished and he didn't dare look to see; he could hear Steve straining to sit up, breath wheezing out of his still-healing lungs from the effort. The programming lurched at the opportunity like a starving animal presented with a meal, teeth bared and desperate for blood. It'd be so easy to just turn and plunge the knife into his back; the blade was long enough to reach his heart through his ribs if he aimed right, he'd bleed out if it didn't outright kill him—

"Buck."

His grip on the knife tightened, servos in his arm whirring into readiness. If he completed his mission Lukin would put him in cryo, would stop all the noise of the broken memories in his head and let him rest; he was so tired, he'd run and fought for so long that even the horrors of his captivity seemed like a sweet relief from the pain of remembering. The fragments of his memories had always just been background noise before, but now with time and healing they were loud, intrusive, overwhelming and smothering. He couldn't handle it on his own.

"Buck, something's going on, we need to get out of here—"

He was so far lost in his own mind, moving without knowing, drowning inside his own thoughts and broken memories. There was only so long one could fight before it all collapsed, until one gives in under the pressure. With his memories a jumbled heap, struggling to stitch together, the pain of it all was overpowering. He felt trapped inside a cage like a wild animal, desperate to get out and escape from all the noise.

The soft touch of warm fingers on his right arm triggered an immediate response, twisting and clamping his hand onto a still-healing shoulder, knife edge pressed to soft skin. He was instantly still, muscles wound tight like a spring, blade biting into his throat just enough to draw a single trickle of blood. Steve, this is Steve, stop. He was horrified, wanting nothing more than to bolt out the door before he could do something to hurt him more, but he couldn't move. He could only watch as Steve swallowed, eyes staring into his featureless goggles, confused and frightened but, God, still so bright.

"Bucky, put it down… please…"

A sound that could have been a whimper escaped him, stomach turning in disgusted horror at himself. Yet he still couldn't move the weapon away. He couldn't just ignore his mission but he could try and fight it, try to delay it, give Steve enough time to try and get away but unless he got a new command he had to complete it. It was the worst part of the programming.

"You don't have to listen to them anymore, Buck."

Steve sounded more lucid than he had in weeks, even with his eyes still fogged from medication and pain. He knew Steve, he'd made the connection between him and the boy with the sparrow-thin bones and bloodied knuckles from his memories, but seventy years of forced obedience and programming and control were impossible to just shrug off. Steve must have sensed it, but then again even the broken fragments of his memories told him that he had always been able to read him like a book.

He didn't show an ounce of fear as he slowly raised his hand, hovering it over his metal wrist, never breaking eye contact. He reasoned he wanted him to make sure he saw what he was doing. He remained tense and stiff, ready to slash the blade the inch it'd take to kill the man, but he waited. Steve seemed to take it as permission, lightly laying his hand over his own metal one, trying to gently push it away from his throat. He resisted at first, artificial muscles clicking and flexing before he slowly relaxed, letting his arm be guided away and down.

"You're okay, Bucky," he started, keeping his voice low and even, not even blinking at the impossibly loud sound of the knife clattering to the floor as it slipped from the Asset's grip, "you're my friend, you don't have to make it on your own."

Thank you Buck, but I can make it on my own.

The thing is, you don't have to.

Something about those string of words sparked something, a bright image flashing in his mind. He remembered Steve, so much smaller with red-ringed eyes. He remembered his hand gripping his shoulder tightly; he realized dimly that he was doing much the same now, a twisted sort of parody of a gesture that no doubt had once been based in comfort. Steve lifted his free hand, the other still cradling the metal wrist that a moment ago had been poised to slit his throat, reaching slowly towards his face. The memory was so vivid he didn't even react until he felt his goggles being gently tugged away, dropping discarded into his lap.

The Asset tried to suck in a breath through the muzzle mask but his lungs hitched as his whole body began to shake, arms dropping into his lap, limp. He had no idea what was happening. The programming had faltered, leaving him unable to complete the mission; the conflict between his programming and the memories was just too much. Panic filled every bit of him, heart hammering against his ribs and stomach threatening to retch. He'd never felt like this in any of the memories he had and it terrified him. He couldn't get enough air and he felt entirely out of control of his own body, his breathing loud and ragged and desperate under the mask.

He felt Steve's hand on his left shoulder, thumb just barely tracing the ragged seam where metal met flesh, his eyes focused on his own as he spoke although he didn't hear a word he said. Normally he flinched or reacted violently to contact but he didn't this time, merely shrinking into himself in an attempt to hide from the storm that was his mind. It was oddly assuring, the feeling of his firm grip on his shoulder, although it didn't immediately register that he was touching his left arm. He couldn't touch him with his left arm, he couldn't, he couldn't. He was dimly aware of a loud noise outside the room, an electric sort of noise that sent the panic coiling in his belly shooting straight up his spine. He needed to get away. Electricity meant pain, meant the wipe that would steal Natalia and Steve and his fragile memories away again.

His legs felt boneless when he tried to jump up but he didn't make it any farther than that, Steve's grip on his shoulder turning strong as steel, pulling him back down. The Asset dimly heard him yelling at him; he heard Bucky and he heard its okay but everything in between was lost in the blur that was the panic swirling in his mind. The electric noise was right outside, it was too close. Too close.

"S-Steve I—"

The door was blown off its hinges with a bolt of blue, slamming into the wall, and all thoughts screeched to a halt and screamed attack.

Steve flinched violently when the door exploded to his right, shards of hot metal bouncing off his side. The air was full of the acrid stench of charred metal and sharp electricity, a scent he knew like the back of his hand. Stark. Thank God, Natasha had gotten help and somehow found them. They just might get out of this mess after all. He had his visor flipped open and grinned when he saw him, motioning to the two of them broadly. He didn't have enough time to warn him about Bucky, to warn him about the sound the repulsors made, to warn him about anything.

"Tony, Tony turn off your Repulsors!" he shouted but by the time the words left his lips Bucky had already sprung, producing a knife from somewhere on his person and lunging at Tony like a bird of prey, blade like a talon aiming straight for the suit's Arc Reactor. Tony didn't even have enough time to flip down his visor before Bucky barreled into him, sending them both to the floor. Steve tried to jump up to pry Bucky off but the drugs were still in his system, making his limbs feel a hundred pounds heavier and the room spin with any sudden movement. It felt like when his blood sugar used to dip before the serum.

The screech of metal against metal was nearly ear-splitting, the knife glancing off an armored gauntlet when Tony threw his arms up to deflect the strike. Bucky jammed the blade into one of the seams, Tony actually letting out a yelp before he jerked his arm back, the knife catching and snapping from the torque. The useless hilt was discarded, fingers curling into a fist and slamming into the Arc Reactor, cracking the protective covering. Steve's heart skipped and he screamed at Bucky to stop but he watched as he raised his fist again, aiming to break the Reactor which would trap Tony in the powerless suit.

A brilliant flash of blue filled the room and Bucky was thrown off, the sleeve of his uniform disintegrating and exposing the metal underneath. The Repulsor blast had been drastically dialed back, only enough power behind it to knock him away, but it still nearly blew him into the far wall. He landed on his feet like some sort of cat and skidded back, tattered sleeve smoking and the plating of his arm mired with superficial electricity burns. His breathing was far too fast and he was still shaking, hardly able to stand on his own two feet.

"Bucky calm down!" Steve pulled himself free of the IV drips, using the wall to steady himself as he moved closer to Tony; he was hedging his bets on the fact that Bucky hopefully wouldn't attack with him so close to his target. "Tony is a friend, he's not going to hurt you!" he could only watch helplessly as Bucky tensed himself up again, coiling in on himself like a snake about to strike. "Bucky, don't! I promise he's not going to hurt you!" he placed himself between the two, holding his hands up submissively. Tony quickly did the same, powering down his Repulsors completely.

Bucky remained crouched and ready to lunge, another much larger blade in his right hand. His eyes darted between Steve and behind him to Tony as if he was trying to judge his distance; it made Steve's stomach drop. He edged forward slowly, closing the distance hesitantly even though he heard Tony's concerned hiss of Steve be careful behind him.

"Buck, its okay I promise. Its fine, Tony's not going to hurt you or me." he assured, reaching out and slowly taking hold of his hand with the knife. Bucky didn't let go, keeping his eyes locked on Tony over Steve's shoulder as if daring him to try and take another step closer even though he was now shaking so badly he could barely keep his stance. His eyes were still unfocused and wild, nothing like they were the last few times he'd visited him in his cell.

"Cap I think he's having a panic attack," Tony said suddenly, visor flipping up, "try and get him calmed down so we can get you both out of here. Widow is coming down the hallway; I'm going to make sure our path out is clear but we need to leave before more HYDRA agents show up." Steve nodded back at him before turning his attention back to Bucky, hand still on the hilt of the knife to try and keep him from lunging around him at Tony.

"Buck, Buck I need you to look at me," Steve spoke sternly, Bucky's gaze snapping back to him in an instant, "please try and calm down. You're breathing too hard, just, try and focus on slowing it down." He'd talked Tony through his panic attacks in the last few months when something triggered them but Tony had never had a penchant to try and kill him during them.

The knife came loose from his grip a moment later, Steve quickly tossing it out of reach onto the abandoned cot. Bucky was shuddering so much he looked like he was about to shake apart, breath heaving in and out. He wanted to get the mask off of him but he didn't think it was a good idea with him still so flighty. He could easily end up hurting him or himself.

"James, теперь ты в безопасности."

He felt Bucky jolt to look over at the remains of the door where Natasha was now standing silently, the shield strapped to one arm. Steve would have spun around himself but he didn't dare make any sudden moves with Bucky in his state, knowing he was teetering on the edge of attacking him or attacking anyone who so much as came within three feet of him with a weapon.

"N-Natalia." Bucky's voice was painfully weak, hardly audible over his breathing. Steve heard her walk over, she deliberately making enough noise so not to startle him, reaching out to lay her hand on his arm gently. It seemed to ease his shaking a bit, having two grounding points, but they didn't have the time to get him completely calmed down. They still had to get out of this nightmarish place and get to safety.

"You're going to be fine, брат." She reassured him soothingly, her voice softer than he'd ever heard it before, "we're going to take you and Steve somewhere safe." Bucky seemed to calm a bit at her words, tentatively nodding in agreement as his tremors subsided. He still looked pale and nervous but he didn't seem to be on the verge of passing out anymore. "Steve, Stark has the hallway clear but we need to go now. More agents are inbound and we don't have the head of the base pinned down. Do you think he's good for extraction?" Steve turned to look at the Soldier at her words, and he mirrored the action.

"Do you think you can make it out of the building, Buck? We need to go." Steve asked and was relieved when he saw the slight nod he got in response.

"Good. Clint and Bruce are outside in a Quinjet. Let's get you both home."