Sam Wilson pumped his legs harder, trying not to focus on the state of his breathing, which was coming in short gasps. His muscles, pounding underneath a pair of sweatpants and a short sleeve-shirt, strained for him to go farther than he thought humanly possible. He knew there was no use, but he had to try.

Sweat beading his forehead, he put on a burst of energy- possibly the last he had left, legs screaming with agony, heart feeling as if it would nearly get ripped out of his chest, it was pumping so hard…

And then he heard those three cursed words.

"On your left!"

Whipping his head towards the voice, Sam saw Steve Rodgers, known as the great Captain America, run past him, pectoral muscles jiggling in a too-tight exercise shirt. Gnashing his teeth, Sam threw his arms back and forth, hoping to gain some momentum. Sneakers slapping the cement, he narrowed his eyes at Steve's back.

He was gong to make it this time for sure.

Ever since the Captain had been thawed all those years ago, he knew it would be hard to live up to such standards. But as he ran, Sam Wilson realized, well, someone had to at least try- there would be no use if anyone decided not to challenge the former popsicle.

And god admit, his thoughts screamed, I will be that man! After a few minutes, he had caught tup with Steve, who was chuckling at his attempt to keep up.

"Tired, old-timer?" the hero joked. Sam broke out a grin, wiping the sweat from his brow. The Washington Monument cast a long shadow on the ground as the sun peeked out from behind the pointed top.

"You wish, Grandpa!" Sam shot back, and Steve turned around to face him, almost knocking into a tree as he ran backwards, oblivious to whatever was ahead on their run. Sam rolled his eyes.

"Show-off," he accused half-heartedly.

"What? You said we should start running together more often," Steve pointed out. Sam nodded.

"Yeah, I didn't think you would still be able to out run me after, well, you know," Sam said with a shrug, and for a moment, he thought he saw a look of pain flash in his friend's eyes.

Of course it was going to be difficult to recover from such a thing, Sam knew. Steve had not seen him after, how long was it, forty years? Sam didn't know, but he knew it had been long enough. A sudden thought struck Sam's mind as they both slowed to a jog, just two normal men running in the park- of course, being Captain America was anything but normal, but that was besides the point.

"What was it like?" Sam said, squinting as they rounded a corner. Steve raised an eyebrow in question, sneakers slapping the ground in unison with Sam's.

"What do you mean?" he said between gasps of breath.

"When we were helping save S.H.I.E.L.D. from HYDRA," Sam explained, "what was it like to have to, well…. almost kill him?" He saw Steve hesitate and immediately let out a slew of curses. There was no reason to have him relive such events.

"It's okay, Sam," Steve nodded, "I mean, he was brainwashed, Sam."

"I know, but do you ever know what happened? How he was?" Sam prompted, vaguely interested. They were now running towards the monument, having lapped around the pond built in front of it.

"Obviously, I'm not dead," Steve said, "I mean, with the way things happened it was very likely I could have died…." He shook his head, remembering how he had woken up, lying tired and bloody n the bank of a rive somewhere in New York. How he ended u there, he hadn't known, but decided not to question it, just to be happy about the fact that he was still alive and breathing.

And that Bucky was still alive as well.

"He saved you, didn't he?" Sam broke through the Captain's thoughts. Steve nodded.

"Yeah, I guess so," he agreed, "But he also saved himself, you realize." Sam nodded.

"Well, that's a good thing, right? I mean, he might be out there again," he suggested, and ever so slowly picked up the pace. He knew once Steve started talking about the past he stopped whatever he was doing at the moment. If he slows down just enough, Sam thought, I just might be able to-

Of course, Steve caught on fairly quickly.

"Oh no, you don't!" he scolded playfully, shoving Sam aside as he raced ahead, leaving him in the dot for a few laps or so.

"On your left!" Steve exclaimed, kicking up dust as he ran past Sam for what seemed like the fourth time that morning. Sam rolled his eyes, pursing his lips in determination.

"Hilarious!" he called after Steve, who smirked at him from over his shoulder. As Steve opened his mouth, Sam noticed his blue eyes widen in - was it astonishment? Surprise? Sam couldn't tell, just that Steve then began to pick up the pace.

"Hey! What's wrong, man?!" Sam shouted after him, trying his best to catch up- whatever it was that had startled Steve obviously had to be dangerous, if Captain America was suddenly running for dear life.

And then he heard it.

The same voice that Steve said he hadn't heard in forty years until that day on the heli-carrier.

It came as a whisper, a sudden rush as he flew by, and made Sam infuriated even further.

"On your right."

He then flew past him, a blur of shaggy brown hair and metal as he then caught up to Steve, making the man laugh hysterically. Growling with anger, Sam pushed his legs even further, until he felt his knees would dislocate, his tendons and muscles would rip to shreds. But it didn't matter to him- he had to win just this once.

As soon as he had caught up with Steve, he cringed as the sound of a bullhorn rang through the air, Steve Rogers cracking up as Sam jumped nearly three feet into the air out of surprise.

"What the hell, man?!" he shouted as the man then appeared from out of nowhere, carrying a megaphone in his metal hand. The shiny surface glinted as the sun beat down on it, and Sam swore he could see his reflection from a few feet away if he stared hard enough. Brown hair plastered to his face with sweat, he almost collapsed against Steve as they laughed at Sam, who's face was turning redder by the second.

"And finally!" Bucky Barnes said into the megaphone, "the last runner finishes the race! Ha ha!" Even as Sam found himself getting ready to strangle the guy (he had, after all, destroyed his winged jet-pack during their scuffle on the heli-carrier), he had to admit that this side of Bucky was great to have around. Sure, he was once a brainwashed assassin bent on killing everyone in his path, but once they had gotten past it, helped him wipe the slate clean, Bucky Barnes (known as The Winter Soldier to some), was a truly good person. Of course, such sentiment disappeared as quickly as it had come once Bucky started speaking into the microphone again.

"You may have lost the race," the Winter Soldier mocked him, "but you're still champion of or hearts- whaddya say, Steve?" Steve grinned broadly, fish in hint his back pocket.

"You morons," Sam shook his head, "like, seriously, fuck you guys-" He was cut short as Steve then thrust a small microphone in his face, Bucky having whipped out a video-camera, recording everything he could.

"So, tell us, Sam Wilson," Steve began imitating a news reporter, garnering some stares from passerby- ether because he was making fun of newscasters or simply because he was Captain America. Of course, the fact that Bucky had a prosthetic arm made completely of metal could have played a huge roe in it as well, often attracting attention anywhere he went. Bucky tried his best to stifle his laughter as Steve continued, "what's it like to know that you're slower than two ninety-five year olds?!"

"Oh my god!" Sam cried, growing his hands up in surrender. Sometimes they were just too much.

"Just…. kidding, S-Sam….!" Steve said between gales of laughter. Bucky sank to his knees, using one hand to support himself on the ground, his fake one clutching his stomach as he was taken over by a fit of giggles- if it could be called that. Bucky's laughter was more of a wheezing, which Sam guessed was a result of having been tortured, his brain wiped so many times he may as well have forgotten how to laugh. Planting his hands on his hips, Sam sighed as he watched Steve plop down beside his best friend of over forty years, finally reunited and behaving like children.

"Okay, you old geezers," Sam said wryly, "how about we go get something to eat? I'm famished." Steve's eyes crinkled at the corners as Bucky suddenly laughed harder, lying with his back on the cement, shielding his eyes with his metal arm as the sun beat down on them.

"I agree on breakfast," Steve said, pushing himself up off the ground. Glancing down at his best friend, he asked, "How about you, Buck? Up for some grub?"

Bucky had stopped laughing, although some giggles had snuck in through his heavy breathing. The green yoga pants he was wearing were rolled up to his knee, now covered in dirt from lying on the ground, along with the tight black tank top he wore over them,the seams around his armpits looking as if they would rip from the strain his muscles put on them. Sam and Steve shared a nonchalant glance as Bucky then began to laugh again, voice raspy and out of breath.

"I'll take that as a yes," Sam said as he and Steve then went to pull him up, dusting him off as soon as he was on his feet. Sm jutted his chin toward town, saying, "How does Schawarma sound to you guys?" Bucky heaved a sigh, Steve shrugging.

"Sounds good, but won't Stark get jealous sir we went without him?" Steve joked, earning a confused look from Bucky. Sam laughed as Steve then realized, "Oh, right. You have no idea who that is. We'll set up a little get-together for you guys some other time though." He gave Bucky a smile as the three men then began to walk towards the town, Bucky punching Steve and Sam hard on the arms.

"You're it!" he yelled as he then ran ahead, and Sam and Steve exchanged tired glances.

"I don't think that's how it works," Sam said.

"Let him have his fun, I mean, he's still learning!" Steve replied as they began to pursue him, pushing their muscles as hard and fast as they could go.