3rd Person's POV

Everyone gasps and hurries out the room, except the man with glasses. He opens a cigarette case and flicks a switch. A red light blinks as he snaps it shut and magnets it to the chair bottom.

Technicians undo the straps and Steve collapses into Erskine's arms. The old man staggers, trying to hold all his new weight.

"Steven?"

"Doctor? Did it...?"

"I think... yes.."

Howard Stark runs over helping Erskine hold Steve up, "You did it, Doctor. You really did it."

The others rush into the lab. Phillips looks to Brandt, "Sorry you got up early now, Senator?"

"I can think of some folks in Berlin who are about to get very nervous."

Sammie stands in shock staring at Steve as Peggy brings him his clothes. Sammie follows in a trance.

Peggy stares at Steve in awe, "How do you feel?"

Steve groggily looks down at her, "Taller..."

"You look taller..." Sammie mumbles as she lightly pokes his now muscular chest and arms.

The man with glasses enters the lab. Across the room, he spies the remaining tube of unused serum. He flicks open a lighter, revealing a button.

Erskine hears the click of the lighter. He turns, "Please, do not smoke in here."

He stares at the man in glasses puzzled. But the man doesn't put away the lighter. Sammie walks over to Erskine's side and glances up at the weird man she had never seen before.

"Excuse me he said no smoking." She folds her arms across her chest as the man just stands and smirks.

In a flash, Kruger holds up a gun.

Erskine whispers, "No" as he glances from the man to Sammie to the case.

Kruger pushes the button. The cigarette case makes an ominous click and the booth explodes, shooting fire and glass into the lab. Phillips shoves Brandt out of the way. Erskine sees Kruger making for the serum so he bolts to get to it fist but Kruger draws the pistol and shoots him down.

As Erskine flies back, smashing into the machinery, Sammie's scream echoes throughout the entire lab. Kruger raises his pistol aimed at Sammie and she freezes just as his finger pushes the trigger Sammie is tackled to the ground. Kruger snatches the last tube and races for the door. Peggy and Phillip pull out their guns shooting as Kruger escapes. Peggy runs out the door after him.

Sammie looks up as he blurry vision clears up to see ocean blue eyes and blonde hair. Steve looks down at her worried.

"You okay Sammie?"

"You saved me..."

"I did..."

"Erskine." As Sammie mumbles the two's eyes widen and the bolt over to the old man on the ground, checking his wound.

Sammie cries as she holds tightly onto Erskine's hand. Steve cradles Erskine, who stares at them through broken glasses. He takes in the result of his efforts. He smiles, weak but proud. He reaches out...and taps Steve's chest then he stops,now dead. Steve stares for a moment, then looks up, filling with quiet rage.

"Steve! He took the last serum... If that gets into worse hands then we're all doomed. Go be the hero he saw in you." She nods at Erskine. Steve sets Erskine down and nods then runs out the lab.

Meanwhile, Kruger bursts out of the rear door. The Antique lady pulls out her submachine gun but Kruger cuts her down and grabs her gun. Kruger races outside to find... the two suited men blocking his way.

"I have it. Get the car! Schnell!"

Kruger and HIS MEN sprint for Brandt's motorcade.The two bums we saw earlier draw guns.

"HALT!", the undercover bums yell.

They open FIRE, nailing one of Kruger's men. Kruger and his remaining man peel out. The guards fire, blowing out the car's windows. Kruger fires the submachine gun out the shattered window, killing one of the bums. Peggy races for the door just as Kruger drives past. Kruger hits the button on his lighter. The motorcade explodes, incinerating the other bum. The windows shatter, showering Peggy with glass. Kruger's car speeds away as Peggy rushes into the street. She draws a bead on the receding car.

BLAM

The back window shatters. The driver's head smacks into the steering wheel, a bullet in his brain. Kruger hangs on as he careens toward a parked car.

SMASH.

A taxi squeals up. The cab driver runs to Kruger's driver, "Hey, buddy, are you-"

Kruger hauls himself from the wreck and jumps into the cab.The cabbie looks up to see his taxi roaring away. Gun leveled, Peggy advances down the street. Kruger aims the cab at Peggy. She stands her ground, squeezing off shots. The taxi keeps coming. Just then, Steve leaps through the flaming wreckage and tackles Peggy out of the way. The cab fishtails around the bend.

Peggy shoves at Steve, "I HAD HIM!"

"Sorry." Steve gets up, but falls again, his new body big and awkward.

Furious, he takes off after the cab. Kruger skids around a corner. The serum rolls wildly on the seat. He snatches it up and sticks it in his front pocket. As Peggy stops a Sedan, the man driving rolls down the window.

"Stay out of the road, there's some-HEY!"

She yanks him out and gets behind the wheel, peeling out. Steve veers down an alley, taking a shortcut. He spots Kruger's cab racing past the mouth of the alley. Steve rockets back onto the street, careening out of control, right toward a shop window. Steve crashes through the window, tumbling into the shop. Steve races out the shop door, bare feet pounding the pavement. He passes a speeding car. Kruger swerves past a parked truck.

Pedestrians dive away as the cab veers onto the sidewalk. Steve races between lanes of traffic. Kruger swerves off the sidewalk, smashing a fire hydrant. Steve follows, tearing down the street, right at... an old man gapes as Steve runs right up his hood. Steve vaults off the car's roof and lands on the taxi. Kruger pulls his gun and blasts at Steve. Steve ducks, clinging to the side of the car. They swerve through the streets. A horn blares. Kruger looks to see a truck roaring at him. Steve sees the same thing. Kruger yanks the wheel. The truck sideswipes the taxi, throwing it into a roll.

Kids look over from their ball game to see... Steve atop the tumbling cab, riding it like a rolling log.The car crashes to a stop. Steve struggles to his feet. A bloodied Kruger stumbles out of the wreck, firing. Across the way, tourists wait in line for the statue of liberty ferry. They gape as a bullet kicks the concrete at Steve's feet. He picks up the torn off taxi door, holding it like a shield. One tourist snaps a photo. Kruger fires at Steve the bullets ripping through shield door. Shrapnel tears at Steve but he just keeps coming. Finally, Kruger turns and runs. Kruger shoves through a pack of waiting tourists while bumping into a kid with a striped shirt, "Hey, watch it, mister!"

Kruger grabs the smallest boy, putting a gun to his temple. Steve stops and locks eyes with the scared, scrawny kid. Kruger drags the kid to the water. Steve follows, relentless. Kruger points the gun at Steve.

CLICK.

Empty.

Kruger hurls the kid in the drink. Steve races to save him. Kruger presses his lighter again. A one-man submarine surfaces as he scrambles down to it. Steve spots the kid, gripping onto the ladder, "Go get him! I can swim!"

Steve spots the departing mini sub. He scowls, "Great. I can't."

The sub dives, propellers whirring. Kruger pilots beneath the hull of a tramp steamer. Steve sprints the length of the dock and dives. Torpedoing into the water, Steve kicks for the sub. Kruger smiles to himself, pleased at his getaway until...

WHAM!

The sub lurches. Kruger looks behind him to see Steve holding onto the tail fin. Kruger pushes the stick, diving.Steve hangs on tight. He punches the cockpit glass again and again. Steve punches one last time causing the glass to make spiderwebs around his fist.

Kruger rages as water pours in. Steve tugs on the latch, opening the cockpit. He pulls Kruger out and kicks for the surface. The sub plows into the silty river bottom. Steve throws Kruger to the dock. Kruger whirls around with a knife in his hand but Steve kicks him, making the knife and serum go flying. The serum vial smashes on the dock. Kruger watches the blue liquid drip through the cracks.

Steve rolls Kruger over,putting a knee in the Nazi's chest, "Who the hell are you?"

"The first of many. Cut off one head..." He presses his tongue against a false tooth, "And two more shall take its place."

He bites down on a cyanide pill, "Hail...Hydra..."

Steve's eyes go wide as Kruger seizes up and dies right there. Steve looks down at himself, stunned at his new body. He stands alone on the pier, A MAN TRANSFORMED. Just then, Peggy squeals up in the Sedan. She jumps out and runs to Steve as more jeeps full of MP's screech in.