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The man at the top of Bucky's hitlist is finally in his grasp... but saying anything more than that will spoil all our surprises! Still, the final moments of this issue will stun fans just as much as the final moments of Captain America #25 did!

Red Skull isn't too happy with Dr. Faustus for having lost Winter Soldier. He wants Agent 13 punished. His main concern is the fact that Bucky knows their secrets. They have to set their contingency plans into motion.

On the S.H.I.E.L.D. helicarrier, Winter Soldier sits, handcuffed to a table, with his mechanical arm removed. S.H.I.E.L.D. scientists are surprised that most of it is of their design. That means either they had a Russian mole or Winter Soldier is working for Nick Fury. When they try to get a closer look at the arm, one scientist is shocked to unconsciousness. The arm levitates up and knocks out the other two scientists. It then makes its way up the wall into a ventilation shaft.

Falcon is out looking for Faustus and Sharon. He tells Stark to look after Bucky. Since he was important to Captain America, he's important to him also. Tony tells him not to worry about him. The power goes out momentarily and he finds out that Winter Soldier is no longer being held. The guards are knocked out but still alive. Tony armors up and orders that lethal force is not approved.

Out of the shadows, Winter Soldier attacks Iron Man. He tells him he's stupid for actually bringing him there. He tries an EMP attack but Tony was prepared for it. Iron Man blasts him and tells him they don't need to do it this way. Winter Soldier continues to punch and shoot at him. Iron Man isn't too concerned until he is thrown against some exposed electrical wires. As his armor recharges, Winter Soldier attacks again. He manages to rip off Tony helmet then knocks his legs out from beneath him. Winter Soldier rolls to his feet with a gun in hand and aims it at Tony's face. He asks Tony what was he trying to say about him not being able to hurt him. Tony tells Bucky that he's good and he's glad. He also tells him that if he even flinches, his repulsor blasts from his hands will liquefy his brains. He tells him he doesn't want that to happen because he is trying to do right by Steve. He wants to honor his last wishes. Bucky doesn't know what he's talking about and Tony tells him he has a letter from Steve.

In Stark's office Black Widow arrives with guards to find Bucky seated reading the letter. He orders the guards to leave but tells Natasha she can stay. Winter Soldier questions if the letter is real. Tony tells him he's had it tested numerous times and the lawyer that delivered it was legit. He tells him they need to put aside their differences and get the man that really killed Steve, the Red Skull. Winter Soldier tells them that the Red Skull is Aleksander Lukin. Somehow they are sharing the same body. Tony is surprised because there was a report earlier that Lukin was killed and his body was found. They know it's fake and that the Skull set this up when he knew that S.H.I.E.L.D. got a hold of Winter Soldier.

Winter Soldier isn't sure he should take Stark's offer. He says that the letter doesn't clearly state that this was Steve's wishes. Stark tells him that he knows Bucky wouldn't let anyone else fill those shoes. He asks if he wants to be the one to let Steve down. Winter Soldier says he'll do it under two conditions. The first is he wants his mind completely scanned for any programming left over or any failsafe word implants. The second condition is that he will not work for Stark or anyone, just like Steve didn't work for anyone. Tony ponders this and agrees.

Later as Winter Soldier is being probed, Natasha says she doesn't think he's ready to take this on just yet. Tony says Cap would disagree. Besides, Winter Soldier already has the shield...

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