3rd Person's POV

On a Brooklyn street, kids scramble out of the street as a black Sedan passes by quickly. Steve rides with Sammie and Peggy, staring out at the familiar streets.

"I know this neighborhood. I got beat up in that alley... and that vacant lot... and behind that diner."

Peggy stares at him incredulously, "Did you have something against running away?"

"You start running, they'll never let you stop. You stand up, you push back... they can only tell you 'no' for so long, right?"

"I know a bit what that's like. To have every door shut in your face."

Sammie stares out the window feeling sad for Peggy. She understood what she was talking about. To have everyone tell you no... in her case she was a genius scientist and others didn't want to be the shadow of her. They didn't want her to succeed and overpass them... so everyone said no... everyone except Erskine. She owes him her life.

"Who'd shut a door on you? I figure guys would be climbing over each other to hold them open." Steve asks confused.

"Depends which door you're trying to go through."

"I guess I don't know why a bea- uh agent... why would she want to join the army anyhow? She could do whatever she wanted."

Sammie and Peggy stare at each other for a second then laugh. Sammie looks at Steve with a raised eyebrow, "You don't know an awful lot about women, do you?"

Seeming smoothly Steve replies, "You got me all wrong, Sammie. I don't know anything about women."

He frowns looking beat as Sammie gives him a sad smile, "This is probably the longest conversation I've ever had with one. Two even..."

Peggy giggles lightly just the teeniest bit, "Are you serious Steve? Not making fun just asking."

"I wish I were kidding. Think about it; I don't have any money, so I can't take them to dinner. I'm... kinda short. That doesn't help. Ever. And I don't dance, so that's off the table."

Peggy's eyes widen glancing at Sammie who looks sad, "You must have at least danced once."

"Standing on my mom's feet when I was seven. I don't know. Asking a girl to dance seemed so terrifying, and then in the last few years it didn't seem so important. I figure I might as well wait."

"For what?"

He shrugs, looking out the window but not before glancing at Sammie, "The right partner."

Peggy frowns looking back and forth between Steve and Sammie. Then the best idea pops into her head. Finally, after a long silent ride the car begins to slow down.

"This is it." Peggy jumps out the car and waits by an Antique store for the two.

Two bum loll near the entrance and two men in suits stand near a row of cars. Steve climbs out confused then grabs Sammie's hand to help her out.

"Thanks Steve."

"No problem Sammie." Steve and Sammie smile at each other then Steve catches up with Peggy.

Sammie smiles looking up at the sun as she thinks, this is the first time he actually went to touch my hand. Not the other way around. We're finally getting somewhere.

"Why did we stop here Agent Carter?"

"I love a bargain. I'm redecorating."

The bell over the door rings as the three step inside. The Antique store owner behind the counter nods at the three.

"Lovely weather this morning, isn't it?"

Peggy smirks, "Yes but I always carry an umbrella."

With the code exchanged, the woman presses a button under the counter, where a submachine gun hangs hidden. Peggy leads them through the door in the back and it turns into a security foyer. They find a Marine guarding a huge metal door which whooshes open causing the Marine to salute.

Steve steps out onto the raised platform and gapes: The huge, Ultra-Modern Rebirth Lab stretches beneath them, far larger than the store outside. Techs operate machinery, engineers man monitors, and a film crew sets up. They all look respectfully at Steve as he eyes alight on... The Rebirth Device. Glittering lenses surround a man-shaped cradle with pneumatic panel folds below and six vita-ray reactors loomed behind.

Sammie laughs as she sees Steve's in awe face, "Like it? I came up with the design of the Rebirth machine, Erskine did all the scientist data, and a special someone did all the machine electronic magic."

"Wow."

Steve glances at Sammie's gleaming face as she looks at the machine. How is she so amazing.

Dr. Erskine scurries about in the center of all prepping. Steve takes it all in, looking over to an observation booth where a group of men gather. Senator Brandt confers with his aides. A man with glasses waits a little behind.

Phillips enters, "Senator Brandt. Glad you could make it."

"Why exactly am I in Brooklyn?"

Phillips looks down to the machine below, "We needed access to the city's power grid. Of course, if you'd given us the generator I requisitioned..."

"Lot of people asking for funds,Colonel. Oh, this is Clem..."

The man sticks his hand out as Brandt fumbles the name, "Fred Clemson, State Department. If this project of yours comes through, we'd like to make sure it's used for something- other than headlines."

Phillips nods, as Brandt peers through the window a the lab. He spots Steve.

"Jeez, somebody get that kid a sandwich."

Sammie disappears leaving Peggy, Erskine and Steve alone.

Erskine helps Steve onto the device, "Comfortable?"

"You save me any of that schnapps?"

Erskine grimaces, "Not as much as I should have."

Erskine nods to the attendants, who hook up Steve. He then looks to a man in a suit making adjustments.

"How are your levels, Mr. Stark?"

The man steps out from behind the device. Steve blinks, surprised. It's Howard Stark.

"Coils are at peak, levels are 100%. We may dim half the lights in Brooklyn, but we're ready. As we'll ever be."

Steve eyes him warily, "I saw you at the Expo. Did you ever get that Cadillac in the air?"

"Had her flying three full minutes." Stark smiles.

"Then what happened?"

Howard frowns beat, "We landed... Technically."

He pats Steve on the shoulder. Steve isn't reassured. Erskine jostles a nervous Peggy as he tries to squeeze past.

"Agent Carter, wouldn't you be more comfortable in the booth?"

She gets the hint. She smiles at Steve. Steve smiles back. Erskine pulls down an overhead microphone. He looks to the booth, waiting until Phillips is standing near a speaker. He taps hard on the mic. Phillips winces, holding his ear.

"Ladies and gentlemen, this morning we do not take another step toward annihilation. Today, we take the first step on the path to peace."

Brandt watches, skeptical.

"We will begin with a series of micro-injections to the subject's major muscle groups."

Peggy enters the room and "Clemson" offers her his seat. Stark and his older assistants ready the machinery. The engineers check their monitors as an EKG beeps.

"The serum will cause immediate cellular change. In order to prevent uncontrolled growth, the subject will then be saturated with Vita Rays."

He clicks off the microphone and nods to Sammie who finally reappeared in a lab coat and glasses. She opens a case, revealing a gleaming aluminum syringe. She taps the needle, pulls back the plunger... and injects Steve in the arm.

"Sorry Steve."

He winces... then relaxes, "That wasn't so bad."

Erskine and Sammie glance at each other then frown slightly at Steve, "That was a tetanus shot."

A panel slides back, revealing a carousel of blue vials. Seven tubes of serum stand at the ready. Erskine and Sammie insert six vials into the injectors. Erskine nods at a tech, who deploys the injection pads. They bristle with hundreds of tiny needle-tips. They close over Steve, pressing him to the table.

"Beginning serum infusion in five, four, three, two... one."

He presses a switch. The injection pads click and Steve jerks as unseen needles deploy. The blue fluid slowly empties from the serum injectors. Steve's veins swell. His head begins to shake. Erskine hits another button. Padded restraints close in on Steve's head, holding him still. Steve's wide eyes glow an intense blue. Finally, the injector vials empty completely.

"Now, Mr. Stark."

Stark pulls a lever and the table slowly tilts upright. Steve rises like a rocket ready to launch. The panels unfold and a hood lowers over Steve's head, sealing him inside the Vita chamber including a window that frame's Steve's face... or where it should be.

Erskine talks into a mic, "Steven, can you hear me?"

"Is it too late to go to the bathroom."

Sammie giggles, "Of course it is Steve."

Erskine smiles and looks over at Stark, "We shall proceed."

Stark throws a switch. His Vita Ray reactors come online. Finally, Stark turns the power dial. A piercing whine fills the room. On a huge gauge, the needle begins to climb. Inside the chamber, orange light builds in intensity. Technicians pull on goggles. Peggy crosses her fingers. Steve's eyes squeeze tight as the pain grows.

Erskine checks Steve's vitals. He nods to Stark, who turns the dial higher. The EKG beeps faster... and faster... Peggy stands, worried. Her breath fogs the glass. Sammie grips Erskine's hand tightly as the EKG shrieks. A scream echoes from the speaker causing Erskine and Sammie to rush to the window.

Erskine barks into the microphone, "Steven STEVEN?"

Sammie frowns looking over to Stark, "Something's wrong."

Peggy rushes out of the booth and down the stairs, "Shut it down!"

The lights get brighter. The viewers shield their eyes.

Erskine frowns and turns to Stark, "Mr. Stark, kill the reactors."

Suddenly, everyone in the lab hears a small voice in the booth, "No don't! I can do this!"

Brandt and Phillips exchange an amazed look. Erskine swallows while looking at a worried Sammie. With great hesitation, he nods to Stark. Stark gives the dial a final turn to 100. The whine splits the air. The Vita ray chamber flashes from orange to white and then it all goes dark. The whine dies down and so does the EKG. Sammie's face turns to horror. Erskine goes ashen. Stark stares at his hand on the dial. Peggy swallows. Even Phillips looks saddened. And then... a sound rises; the steady beep of the EKG. The lights rise and smoke fills up the room.

Erskine hurries to the device, "Mr. Stark!"

Stark hits a button. The hood and panels retract, releasing a blast of steam. When it clears, Erskine can see... a new man hanging in the straps. Muscular, tall, perfect. His head rests against his chest, eyes closed.