Thorax: Cavalry Drone

by Authora97

Rating: teen
Tags: Violence, Crossover, Sex, Thorax, My Little Pony: Friendship is Magic, Human, Captain America, Original Character, Science Fiction, Comedy
Length: 26514

Thorax always wanted to meet Captain Equestria. Morgan did her best to get that for him. Things got lost in translation.

“It’s fine.” Thorax replied, panting as his heart went to a normal beat. It really was fine, because she answered at all. “I’m in trouble.”

“What? What kind of trouble?” Morgan asked. The laughter left her voice, instead she sounded as panicked as Thorax felt.

Thorax heard loud mechanical noises. He looked out, seeing soldiers marching alongside tanks. “I’m not in New York.”

“Okay where-”

“I’m in Germany.” Thorax told her. “...Morgan, I think I’m HYDRA.”

Part of DML Verse
Part of Marvel Traveler Universe (MTU). Other stories are on other sites (fanfiction/ao3/wattpad) because they don’t have MLP characters. Thorax counts.

Published 2021-12-03 01:40:00 UTC
Last updated 2023-07-29 14:30:26 UTC

I Can't Believe You Fly

They raised him for war. Every day, since he hatched from an egg, it was war. A fight amongst his fellow changelings for the slightest drop of food. He often lost those fights. Fighting, hurting other people? It never sat right with Thorax. He let the fights go. At first. Then, as all do, he got hungry. Fighting came a lot easier when he was hungry.

The Hive taught him to fight. He wasn’t taught to defend or protect, they made him hunt. The prey did not give up so easily. He needed to find his prey, to trick them, to devour everything about them until his stuffed belly complained. He wouldn’t know his next meal- days, weeks, maybe even months. Overeating keeps you alive. Overfilling yourself- draining them so completely- kept the prey from fighting back.

Their food wasn’t apples or grass, or the pretty little flowers that grow between cracks of pavement. Their food came from inside the prey, in their hearts. Love. To eat, meant stealing that love from someone. If no changeling ever tried, no changeling ever ate. The prey needed to be defeated, drained at your feet for success to count.

It’s a lonely existence. Amongst his people, they held no love between them. It’s a weakness. He did have a sister, a chosen sister that meant so much to Thorax. To the Hive, siblings were people that helped in the hunt. To Thorax, it meant Cicada was always by his side and always wanted to be.

But he got hungry. Cicada did too. They still hunted people- innocent people, people that thought they were with loved ones or genuinely finding love. Thorax tricked them over and over for his entire life. He hated it. There wasn’t any other way. His sister needed to eat, and he needed to provide.

If the prey ever found out they’d been tricked, played, had, drained, the Hive gave only two options. Drain them so much they forget, or kill them. They made sure Thorax knew how to do it.

That’s not the problem. Well it’s a problem, but it’s not the problem.

The problem is that Thorax was shit at it.

==TCD==

He swept another soldier to the ground. The American groaned. “Sorry, you okay?”

Another came at him from behind. Thorax found his fist flying up, smacking the soldier in his nose.

“My bad-”

Two more from different angles. The first made an impact with his elbow, taking a direct hit to the sternum. Thorax grabbed him before he stumbled, sending him straight into the second. The two men collided, full speed, before falling to the ground.

“Whoa!” Thorax straightened up. “That’s on me. Did I hurt you?”

He knelt down to the guys, helping them up. One of them tried punching him again. His body moved again on instinct, dodging every attack. Thorax tackled the soldier, holding his arm behind his back and kneeling on his legs.

“I swear, I’m not trying to do that-”

A soldier grabbed his soldier. Thorax grabbed his arm, hurling the man over him.

Across the field, watching all of this, the other Howling Commandos exchanged looks.

“We sure he’s one of them?” DumDum asked.

Bucky snorted. Thorax apologized again to the soldiers sparring with him. “Yep.”

Gabe leaned forward, nodding at the display. “And he’s not messin’ with us?”

“Not on purpose.” Bucky added.

Thorax got punched. He punched back in the stomach. He apologized for the attack. His sparring partners all collapsed to the floor. He stood amongst his ‘carnage’, turning to the Commandos. He gave a helpless shrug.

“I found them like this.” He lied. Badly.

The others all laughed. Thorax winced. He checked the people around him again. He knelt down, helping the soldiers to their feet.

==TCD==

Thorax gave the command a list of HYDRA bases and outposts, and Steve gave them a similar list. His special super soldier eyes gave him a few extra. That led to some long hours of interrogation before they remembered their super soldier could see better than a random guy that wore shitty goggles all day.

They started off with a bang. Literally, one of their first missions was blowing up the closest outpost. Thorax joined in, somehow. He’s not sure how he came out alive and undamaged. His body acted before Thorax was aware of it. Soldiers kept falling. He’s only certain that they weren’t dead.

The Commandos held no such problems. They shot anybody they saw, always to kill. His stomach turned.

He wanted them stopped. Dead? That’s not okay. Queen Chrysalis raised him to kill innocent ponies. Even if they were bullies, they were people. They could change, like Thorax did, someday. He knocked them down, and hoped they got up someday.

Weeks and weeks, he fought humans. They won every battle. Even if people escaped, the Howling Commandos still won by ruining the outpost itself. The Commandos celebrated every victory. Thorax toasted and cheered with them. Celebrations meant pictures. Pictures meant his face being preserved in history.

He wanted Morgan to research him in her time, for her to see that he was okay. They had a promise together. He needed to keep it. Morgan did a good job keeping her word.

Drinking with the Commandos? That’s easy. He might not remember much, but he bet great things happened.

==TCD==

Once, Steve got caught with his compass out. It’s not an innuendo, like ‘fondue’. His compass was open for all to see (especially a nearby camera). A picture of Peggy Carter smiled up at the captain.

DumDum spotted it. He told the rest of their team. The next night was full of them robbing Steve for his crush. Bucky smirked, looking at Thorax. (Thorax was currently so far beyond drunk that DumDum bought him two extra rounds).

Thorax only had the phone. That’s the only thing connecting him back to his wife. They didn’t have wedding rings- Thorax’s culture didn’t believe in them, and Morgan said they got in the way of her job. All they had to prove their marriage was a forged marriage certificate on her planet.

The idea of needing proof of love was a foreign concept to Thorax. Love was an intangible force. A power source used to fill his belly. Only after meeting Raspberry/Morgan did it finally become something more. Even then, the love came as more of a sense. The feeling of a feeling. An abstract concept that Thorax could always detect, and rely on. A star guiding him home.

That star wasn’t here. He heard her voice, but couldn’t feel her deep love. Love for her friends, family, their children, of Thorax. It’s gone.

He wished he had a compass. She’d be easier to find.

==TCD==

More soldiers died. All under his watch. Every time he ran to save them, they died. Most killed themselves instead of letting themselves be saved.

Humanity was truly the worst. No wonder Morgan spent all her time saving them.

==TCD==

DumDum always bought the team drinks after they won a fight. Or, he got them all drinks and charged them to the army. Thorax stopped accepting the drinks. Somehow, still, at the end of each night he ended up being guided by Bucky to his tent.

He’s not sure what he says every night to Bucky. But every morning, Bucky brings Thorax along with Steve for another spar. The three of them practice until his hangover is gone. His heartache never leaves. He doesn’t expect it to, nor does he even want it gone.

==TCD==

The Commandos walk through a destroyed village. One that personally got fucked by HYDRA. Thorax found a child’s toy on the floor, a doll burnt in half. Their hair was black and made of yarn.

He didn’t care if HYDRA soldiers survived that day. He definitely walked away from a lot of hurt HYDRA people that day.

The doll was found by Bucky the next morning. Thorax clutched it, and a bottle of beer.

==TCD==

The Howling Commandos celebrated Christmas. By attacking HYDRA again. It made the rest of the camp happy. His stomach fell further with each new body on the ground.

Thorax missed Hearth's Warming Eve. He tried to celebrate by himself, hidden away in his tent. He made tiny little dolls of his wife, and their kids. He worked for ages to gather the scraps of fabric from the war front. None of them were the right shade. Purple was a rarity out here- same for white and yellow. Blue and green were in abundance, and there’s never any trouble finding red. The dolls looked exactly like his family.

He even made Cicada one. All black with green, because that’s how he last saw her. She deserved to be with his family in some fashion. Hearth’s Warming Eve was the perfect opportunity.

Some of the other soldiers snitched on him. They claimed to see him gathering intel from fallen bodies. The higher ups ordered them collected and destroyed. The soldiers that came were the snitches, and took malicious glee in tearing about the dolls. The vessels of his family.

Thorax thought the holiday had been ruined by the battle that morning. He was wrong. It was seeing an American soldier tear his sister in half. That ruined it.

Seeing Cicada destroyed- ripped apart- it fed into his imagination. The bastard that took his sister hasn’t given her up. He could’ve done this to Cicada. How had his sister been hurt? How many times has she died? As many as Thorax? More? Less?

The soldiers took the remains away.

“Give them back!” Thorax yelled.

A soldier laughed. “Them? What, want your little dollies back, you fucking Fritz?”

He knew he threw a punch because the soldier was suddenly on the ground. Thorax went for the remains of Cicada’s doll. The soldier punched his face. Thorax dodged. He kicked and punched wildly. His opponents hit the dirt. Soldiers pried him off.

“GIVE HER BACK!” Thorax shouted. “LET ME GO!”

“Hey- HEY! Easy!” It’s Bucky. He’s holding Thorax now.

DumDum grunted at his side. Thorax kicked his leg. “Calm down, Fritzy!”

Thorax kicked and kicked. He needed to get those dolls back. He couldn’t let anything take them away from him again. Bucky and DumDum held tighter. Falsworth and Jones tried talking to the other soldiers. The soldiers still had his dolls in their hands. Those bastards.

“Now, now, gentlemen.” Falsworth began. “There is no need for any of this!”

“Yeah, Price ain’t doing anything wrong here.” Jones said. “He hates HYDRA the same as you. No way would he talk to them.”

The other soldier just laughed. “Yeah we know.”

Falsworth smiled brightly. “Ah good! Then we can end this petty discourse and-”

“He plays with dolls.” The soldier held up his doll. The Cookie doll, the tiniest of the whole lot. “We figured we’d take care of them for him.” The soldier grabbed the dolls hooves and head, and ripped the head off the body. He tossed it at Thorax.

The doll’s head hit his nose. It fell to the dirt. Faint memories of Cookie laughing came to him, giggling as she learned to hover above the grass. The ways she learned to pounce on people from high places. If she were here, Cookie would be rolling in the dirt laughing about ‘surprising Papa’. The kids would all laugh, Morgan always hid her laugh and tried to comfort the ‘surprised Papa’.

Thorax slumped in their holds. Bucky and DumDum were surprised by the slump. They accidentally dropped Thorax to the ground. He could only stare at the doll head, reliving memories of the past.

The other soldiers all laughed. They tore apart the rest, throwing them at Thorax. Victorious, the soldiers ran off. Thorax picked up the doll’s head to hold it close.

He gathered the other pieces too- the remains of his Hearth’s Warming tradition. The faint sounds of their laughter echoed in his ears, memories of Morgan’s kisses light on his cheek, his back sore from aggressive hugs instead of endless battles. He wanted that.

Bucky patted his back, light and gentle. He knelt down.

“Am I the only one askin’ what the hell just happened?” DumDum asked. Dernier hit his head. “Ow! What? We’re all thinkin’ it! We just stopped a fight over some dolls.”

“We never believed you had communications with the enemy.” Falsworth confirmed. “But I am afraid our dimwitted friend has a point.”

Thorax squeezed the fabric. It crinkled. The little button he used for eyes pressed into his hand. “It’s a- my holiday tradition.”

Falsworth raised his eyebrows. Jones frowned, tilting his head. DumDum stared like he wanted to scratch his head. Bucky knelt down. He turned his head, sucking in his lips before talking.

“A tradition?” Bucky asked. “Like- like for Christmas?”

Thorax nodded. He reached up, brushing tears away with his coat. “Yeah.”

“You make dolls?” DumDum drawled. “For...what?”

“My family.” Thorax grabbed other doll remains. He held them to his chest. “They’re supposed to be my family. For their good luck, it- it’s-” He couldn’t get the rest of the words out. He wheezed out a wet sound, hiccuping into his coat sleeve.

Bucky squeezed his shoulders. He glanced at the other men. All of them nodded in agreement.

==TCD==

Thorax woke up the next morning. In his tiny little tent, by his boots, sat five little dolls. All clearly made from very military-like fabric. Later he heard the soldiers that attacked him woke up missing all their clothes, except their pajamas.

Falsworth explained that the soldiers were put on the worst shifts. Colonel Phillips took great offense to the soldiers ‘losing’ their gear. If he suspected anything from the Commandos, the Colonel turned the other way.

Years and years later, the Smithsonian found those dolls. The remaining Commandos insisted they be displayed amongst their things. A tiny little plaque- read by Becky Stark- read off the explanation of the tradition, and ways families can replicate it at home.

==TCD==

The call came after New Years. The buzzing phone woke him up.

“Starry?!” Thorax brushed back his hair, trying to fix his bedhead. “Uh- um- hi. Hello?”

“Hi, yeah. Uh. Hi.” She cleared her throat. He heard a sniffle too. “Did I make Christmas?”

Thorax found himself looking over at the makeshift dolls. “Y-Yeah. Totally. You definitely did.”

She laughed. Maybe she knew he lied, maybe she wanted to believe it. Morgan built her life with lies. Thorax thought she’d hate hearing more. He personally believed she liked picking the truth out. Or, maybe she couldn’t help it. It’s just instinct.

To Thorax, all that mattered was hearing her laugh.

“How is Christmas?” Morgan asked.

“Good!” Thorax stood up. He needed to move. As he spoke, he paced around the tiny space he’d been allowed. “Good. I- uhh. I had- having! I’m having extra rations, ish. For a Christmas dish. Uh. I’m doing this badly.”

“No! No. It’s great. You’re telling me what you’re up to. That’s what I asked for, remember?” Morgan asked.

Thorax blushed. “Yeah? Yeah! That’s what I’m doing, isn’t it?” He laughed. She did too. “I’ll give you the full report! Yes ma’am, right away!”

She praised him, and he blushed harder. He went into a report mode. After ten years with this amazing, magnificent woman he knew how to give a proper report. Or, the things she wanted reported on.

He explained the various places he’d visited. The little ways in all of the places that he stopped to enjoy the things around him. He did admit, hesitant and with stuttered words, that he’d tried saving HYDRA men. She praised his efforts, and asked if he wanted updates on those people years after the fact. Thorax declined- embarrassment and warm praise conflicting in his chest.

He reported the meals he’d eaten. The way he uniformly ate what was on his plate, in a way that had some soldiers question if HYDRA ever fed him.

Morgan prompted him on his friendships.

“DumDum likes getting me drunk. I hate being drunk- I don’t know how he keeps doing it!” Thorax admitted. “It’s really hard to keep this form when I’m drunk. You know that. I nearly shifted that time Barney Stinson got me drunk!”

“Oh yeah, when Barney tried making Ted jealous by making you his new wingman.” Morgan recalled. She spoke fondly, cooing almost. “Cause I told them we were dating and he got so confused. He thought- I remember him telling me later- that if you could get me, imagine what you can do for Barney. But you never got him girls, you just-”

“Michelle needed somebody to believe in her new start up!” Thorax excused. “And Jenny- she wanted someone to cheer her up after that jerk dumped her! Barney wasn’t what she needed, and I told him that! I nearly turned into a bear!”

Morgan laughed again. “So DumDum gets you drunk?”

“Every time we fight!” Thorax complained. “Well, he says whenever we win, which is every time, and I hate it. The others think I’m funny when I’m drunk but I don’t get it.”

“As the person who’s seen you drunk more than they have-” Morgan began. “-you’re adorable. Do I need to worry about DumDum sweeping you off your feet?”

“No, Bucky does that at the end.” Thorax replied. “Him and Steve, they carry me back. I think I changed back on the way, cause they asked if I was human again the next morning.”

He wasn’t. Bucky probably laughed at the image of a green moose in the small cot.

“They’re still the only ones who know you’re you?” Morgan questioned.

Thorax shifted his shoulders. “Yeah.”

“Do you change a lot for them? Or just when drunk?”

“I- it- yeah.” Thorax swallowed. “Just when drunk. I’m- I’m not really okay with changing out here.”

He drifted to the cloth dolls again. The memory of the other soldiers made his stomach roll. If anybody else discovered his powers, they wouldn’t hesitate to sell him out to Colonel Phillips. The Colonel would use his powers in the fights. Thorax didn’t wanna use his powers to hurt people. His mother wanted that.

“That’s okay. You don’t have to.” Morgan assured him. “I’m glad you got people.”

“Yeah, but- but you said to get friends.” Thorax reminded her. “More friends.”

“Friends you trust with my spouse.” Morgan corrected. “Including their ability to shapeshift. I’m vaguely worried about what DumDum Dugan can do if he finds out you can turn into Colonel Phillips.”

Thorax shuddered.

“Yeah. But they’re good friends. Bucky is a good pick.”

“Steve too.” Thorax mused. The other end of the line was quiet. “Do you not like Steve?”

“I’m not gonna tell you who to be friends with.”

“You just told me not to get close to DumDum.”

“No, I agreed with you about it.”

“You don’t like Steve. I remember your rants about him.”

“You do! He’s the human version of Captain Equestria! Your favorite one!”

“Yeah, but he’s not Captain Equestria!”

“He’s close!”

“You can’t compare Silver Charger to Steve Rogers! The differences are jarring! It gives me headaches.”

“You like Equestrian Bucky too! Why doesn’t that cause a difference?”

“Bucky Barns is cool but in a different way to Bucky Barnes! You don’t get it, cause you’re related to this place’s version of Steel Stud!”

“Okay yeah but like-”

“And! And! You like both versions of Loki! Even if Equestria comics made their Loki just- just renamed Discord. You said ‘if you met, things would go down!’”

“You said the same for Black Widow!”

“Cause she was like you!” Thorax argued, finishing off his argument with what felt like a perfect bow. “Exactly like you, and I was trying to flirt with you about it!”

“Well that- well that was very sweet. Actually. Thank you.”

He was panting, Thorax realized. Panting and heaving from his arguing. The quiet from her made him realize how loud he’d been. He cleared his throat before sitting back on his cot. She thanked him for old compliments, after he’d been yelling at her. She was always the most polite to meanest humans.

“Sorry, for snapping at you.”

“No, no. You had a point. Silver Charger is different.” Morgan conceded. “I’m glad you like Steve Rogers though. He’s not my personal favorite, but I can’t deny he’s a good friend. I’m just...ugh.”

“Just what?”

“Worried.”

“About Steve?”

“No, about you. You can get close to the Commandos without revealing you’re a changeling, you know. That’s okay.”

He picked up a doll. Jones added blue buttons for eyes. At Thorax’s request. Lilac needed those eyes, and so did the Morgan doll. “Yeah. I think I am.”

She cooed.

Thorax copied her. Literally- changed his vocal chords to match hers. She barked out a laugh, then a groan.

“Stop! You sound like my sister. I can’t flirt with you when you sound like my sister. You know that.”

Thorax giggled. He swapped the voice back. “Better?”

“Yes.” Morgan sighed, happily. “But we-”

“How are you?” Thorax asked. Morgan paused. “You said you’d take care of you. It’s been- I have no idea how long it’s been for you. Are you okay?”

“What year is it? For you?” Morgan asked.

“It’s ‘44, yeah? That’s what it was last time.” Thorax recalled. “I told you that.” She was silent, and that made something spin inside him. “Remember? It’s after Steve Rogers saved the 107 from HYDRA. You know that date. It’s after that.”

“Okay. Okay, yes. That means it’s almost ‘45.”

“...Yes?”

Silence again.

The feeling in his stomach got worse. “What happens in ‘45?”

“The war ends.”

This should be a good thing. Usually, ending wars was always a good thing. Wars in Equestria never lasted long. A couple days of fighting, yes, but then Princess Celestia stepped in to end the fighting. Or the Elements of Harmony did. The Avengers were years away from being thought of, let alone formed.

“I’m doing great, overall. I ate proper food yesterday, like a good meal that I made. Tony was surprised I cooked it.”

The war ends.

The movie ends. Steve crashes into the frozen ocean in a plane. Thorax remembered that. He watched them build the plane. He kept Bucky from dying as they built that plane.

Oh no.

“I reminded him he burnt the last thing he made for me so he can’t judge. Even Pepper was surprised I did it. What’s so complicated about me cooking and eating? It’s insulting. I made you food. Is it surprising that I can cook?”

“Bucky falls from the train.” Thorax realized. Morgan swore. “He- he falls from the train. You and Killjoy kept making jokes about it.” She swore again. “Okay. Okay, right. Okay. How do we fix that?”

Silence.

A damning, long silence.

“Morgan. We’re fixing it, yeah? That’s what we do. How do we fix it?” Thorax asked again. “Babe.”

“Can we not talk about this? Please?”

“He’s my friend. I’m not just gonna let him fall!” Thorax argued.

“We don’t have a choice!” Morgan snapped.

“There is ALWAYS a choice!” Thorax yelled. “What is going on?! You’re usually the first one trying to save him! Now that I want to, suddenly we’re changing gears?”

“It’s not like that-”

“Bullshit! Why can’t I save him? Tell me!” Thorax ordered.

“Because the universe always demands a counter, and it might take YOU!” Morgan revealed. “I don’t want another guy I like to fall. I’d fucking die if it took you instead.”

Thorax got that. Really he did but...no. No he couldn’t let Bucky fall. It wasn’t right. Thorax would just have to risk himself. It’s what Morgan would do. “That’s just something you’ll have to cope with. Because I am saving Bucky Barnes. Whatever it takes.”

“Bee please-”

He hung up. He looked at her doll. The yellow buttons stared blankly at him.

“Please forgive me for this.”

==TCD==

The mountains were cold. Sharp wind whipped at his face. Thorax bundled his coat tighter around himself.

Dernier chuckled. He asked something in French.

Thorax would blink, if he wasn’t scared his eyes weren’t frozen shut. But Dernier was probably asking if Thorax was cold. “Yes.”

Dernier laughed again.

They gave him the mission briefing two days ago. Thorax volunteered. They refused. All of their reasons being it’s a three person mission, they had good men picked already. Rogers, Barnes, and Jones. They insisted on not needing Thorax.

So. Already, not great.

He tried. He kept trying. Bucky’s not falling today.

“Remember when I made you ride the Cyclone at Coney Island?” Bucky asked Steve.

Steve pulled his gloves on. “Yeah, I and I threw up?”

Bucky nodded his head out. The long wire led straight to another mountain. Below? Miles and miles of open space. Trees on the ground were pinpricks covered in snow, hardly able to be separated from the rest of the snow. “This isn’t payback, is it?”

“Now why would I do that?” Steve asked innocently.

Bucky gave an unbelieving look.

Jones sat up from the radio they brought with them. He lowered the headphones over his ears. “We were right. Dr. Zola’s on the train. HYDRA dispatcher gave him permission to open up the throttle. Wherever he’s going, they must need him bad.”

“Let’s get going, because they’re moving like the devil.” Falsworth advised.

“We only got about a 10-second window. You miss that window, we’re bugs on a windshield.” Steve attached a cable to the wire, testing it to carry his weight.

“Mind the gap.” Falsworth grumbled.

Thorax tightened his coat around him. He didn’t wanna be a bug on a windshield. He wanted to be a put together bug. He also didn’t want to be cold.

“Better get moving, bugs!” DumDum patted Steve on the shoulder.

“Maintenant!” Dernier shouted over the whirring wind.

Steve went down.

Bucky went down.

Jones went down.

Thorax bundled up once more. He wanted to remember what warmth felt like, just for a second longer.

He threw off the jacket. He flung it up over the wire.

“Whoa, whoa, hey!” DumDum pushed Thorax on the chest.

Falsworth stepped in too. He helped shove Thorax on the mountain behind them.

Thorax charged again.

“Stop it! Stop it!” Falsworth scolded.

Thorax grunted.

“Stop!” Falsworth stepped in too. He helped shove Thorax on the mountain behind them.

Thorax charged again.

“Stop it! Stop it!” Falsworth scolded.

Thorax grunted. He swung out his leg, kicking Falsworth. Falsworth stumbled back.

“Oui!”

Thorax turned, then rapidly ducked. He narrowly avoided a punch to the face from Dernier.

DumDum grabbed his shoulder. “Calm the hell down, Fritz.”

Thorax ran at the cliff.

“FRITZ-!”

He jumped over the side. As he plummeted to the ground, green flames rushed over him.

An eagle soared up into the sky. That eagle coasted until they reached the train. It made contact, shifting into a green and orange moose.

Thorax held the roof, swinging himself up and back. His hind hooves smashed the window open.

A dozen HYDRA soldiers waited inside.

They stared at Thorax.

Thorax, keyed up, blasted them first. A dozen shots fired from his antlers before the agents could pull out their guns. He ran to the door between train carts.

He followed the sounds of gunfire. He reached them, only for a soldier to be guarding the door.

“What the FUC-”

The soldier flew back into the door. His armored body thudded against it, before falling to the floor with a heavy thunk. Thorax flew past him. The door was simply the next thing in the way.

It got thrown off its hinges. Gunfire came from the next room, aimed at the very empty doorway. Thorax shifted into a fly to avoid the bullets.

A HYDRA soldier turned his head. Searching for Thorax one direction, and at an enemy soldier the next.

Bucky.

Thorax shifted back into Theo Price. On top of the HYDRA soldier, of course. The sudden weight sent them both sprawling on the ground. The soldier hit his head hard on the ground. He went still under Thorax.

Bucky came over. “Price?!”

Thorax snapped his head up, smiling at Bucky. “Hi!”

Bucky stared at Thorax, the soldier, and the empty doorway. “The hell are you doing here?”

“Disobeying orders.” Thorax replied immediately. “You fellas needed the help.”

“I had him on the ropes.” Bucky countered.

Thorax looked around the train car. “There- there aren’t any ropes?”

Bucky groaned, face palming.

Thorax frowned. He got off the HYDRA soldier, dusting the remains of snow and cold off his pants. “Oh. That’s a hu- an American thing. I totally got that. It’s a funny joke. Good joke, Sergeant.”

Bucky went back to staring at Thorax.

Thorax didn’t mind. Let the soldier think he was insane. Thorax was used to that sort of treatment from fellow soldiers. None of that mattered. The HYDRA agents were all down. They couldn’t hurt Bucky, or the train. Look at what a good job Thorax did! Morgan’s gonna be so proud of him.

Steve ran in the room. He marched down towards them. “Price? How did you get here?”

“I flew from that way.” His thumb pointed to his own back. Steve looked. He definitely saw the doorway without a door, and two HYDRA soldiers down. He exchanged a confused and exasperated look with Bucky. Bucky grinned then, vindictive, and patted Steve on the back. “Speaking of, we need to- GET DOWN!”

The soldier hadn’t been knocked out like Thorax hoped. He was just waiting for everyone to stop noticing him. He aimed his weapon at Steve.

Steve kicked it. The blast fired at the train wall.

The wall exploded.

The force of the explosion threw Thorax back. He hit the unbroken train wall. His head erupted in the worst kind of pain. He reached for his head, feeling something wet on his fingers.

Shit.

He tried to focus, to move, to get up, nothing. He heard Steve screaming. He heard Bucky screaming too.

Shit no- wait-

He failed. Bucky fell, and all Thorax did was give himself more pain.

Shit.

Who Was Taking Notes?

Thorax met Morgan Spencer-aka Becky Stark-aka Raspberry Stardust on the battlefield. His Queen had sought to invade the land where Morgan lived. Morgan herself was a fierce warrior, taking out any of Thorax’s comrades that approached her. Yes she was the enemy, what of it? Thorax was still in awe.

She took down changeling after changeling- punching and kicking to make them fly back. Thorax had heard about a unicorn fighting on their side that turned out to be a traitor. He hadn’t believed it until he saw her tearing his brothers a new one.

He hadn’t noticed- so drawn in by the beauty of Raspberry’s powerful fighting form- he missed the kick directly to his own face. When he landed, he realized he was missing a tooth.

Thorax knew right then- Morgan Spencer (aka Raspberry Stardust) (aka Becky Stark) was the love of his life.

He hadn’t known she was Morgan Spencer, or Becky Stark. That bit came later.

He spent the next few months working on a cover story. Changelings in his world were shapeshifters. He crafted an illusion– somepony normal he could introduce to Raspberry Stardust.

He had to spend a while working on his nervous tic. Anytime he was met with too much love, his disguise fell. It was embarrassing! Cicada- Thorax’s little sister- teased him so much for it. Still, Cicada at least helped. Pharynx had teased him for ages!

All the work was worth it. Nearly 10 months of work then he was off to woo the love of his life! He wasn’t stalled when he heard she had been promoted to princess, when her friends were the six most powerful mares in Equestria, when she befriended Discord the god of chaos, even when she had a daughter!

Lilac was too cute for anypony to be annoyed at her!

Thorax’s only problem was actually working up the nerve to talk to her. Whoops.

Whatever. Thorax would work up the courage. He went after her, some would call it ‘stalking’. But...he was an idiot.

He actually thought he was good at stalking- uh tracking- her. Three blocks and she hadn’t noticed! She turned into an alleyway, which Thorax thought was weird.

He followed her inside. Funny enough she was gone. Thorax was confused. He hadn’t seen her fly out. There wasn’t an open ended. was confused. He hadn’t seen her fly out. There wasn’t an open end.

Before he could look up, something jumped on his back. Thorax tried to fight it off. Whatever it was, it grabbed his shoulders and pushed him against the wall with a thud.

Thorax blinked, trying to get himself back to focus. The form he’d chosen had wings so maybe he could-

He saw who had him pinned.

It was her.

Princess Raspberry (Morgan) Stardust (Spencer).

Thorax was gobsmacked. She was touching him! As a changeling, he could sense emotions quite well. The emotions of the Princess holding him down were irritation, annoyance, and...curiosity?

“Who are you and why are you following me?” She commanded.

Thorax was using all his dying brain cells to keep up his disguise. It was going as well as expected.

She slapped his face.

That helped.

‘She owns me now’ Thorax heard himself think before he could stop it.

“Tell me why you were following me before I get mad.” She growled.

Thorax realized she was speaking. A second later he realized what she was asking. He stumbled over his introduction. “My n-name... uhh...is...B-Bumblebee. Yeah. Bumblebee. That’s my name.”

Raspberry Stardust rolled her eyes. “I know a fake name when I hear one. Who are you?”

That got Thorax worried. If she figured out what he was, he couldn’t go out with her! She would ignore him forever. She would send him to the Princesses- or worse back to the Hive! If his kind knew he had a crush on Raspberry Stardust- the Great Betrayer- well Thorax didn’t like his odds of staying alive.

“My name is Bumblebee!” He insisted.

Raspberry Stardust let him go. Thorax dropped to the ground in a lump. She flared her wings, which in the shadows cast by the alley made her look more ferocious. This of course only made Thorax fall more in love.

“Don’t follow me.” She ordered before flying off.

Thorax’s heart leapt. She was going away! He never got the chance to talk to her!

He flared his own wings. He pushed off the ground, going after her. He spotted her in the sky, so he made sure to follow her.

He would talk to her.

Thorax would woo Raspberry Stardust! He would stop at nothing-

Where did she go?

Thorax paused in his flying. He couldn’t see Raspberry Stardust anywhere. On one hoof, it made sense that maybe she stopped her flying to avoid him but she had been right in front of him just a second ago.

He heard laughter behind him. He turned back to see Raspberry Stardust sitting on a cloud, laughing.

Thorax’s cheeks warmed up. He slowly flew over to her cloud, looking down as he tried to summon up his dignity.

“Look, from what I can tell, you aren’t gonna leave me be until I listen to you. So, start talking.” Raspberry Stardust informed him, still wearing a smile at his expense.

The changeling in disguise braced himself. Here it was. His only chance to admit it without resorting to being weird. “I was following you...because... I wanted to know if you wanted to go out sometime.” Thorax admitted. He stopped himself, eyes widening. “Not that I would have to build up courage, I was just waiting for you to be ready for it.”

Raspberry Stardust clearly didn’t believe him. Thorax wondered for a moment if she could read emotions too- she was clever enough. “Uh-huh. Right, of course.”

Thorax took a deep breath. “So, you wanna go out sometime?”

Now it was Raspberry Stardust blinking. Her eyes widened slightly, her jaw worked to keep from dropping. “What?”

Thorax held up his hooves, trying to keep her from jumping to conclusions. “Hold on. Just one date.” He proposed.

“A date with a guy stalking me?” She pointed out.

Thorax had to give her that. It didn’t sound good when you put it like that. “Good point. When you say it like that, it’s bad. Hear me out.”

“One minute, and then I throw you.” Raspberry Stardust warned.

Thorax wanted to say that he could fly, except he knew that if Raspberry Stardust told him to fall for her he would do it all over again. “One date. It goes sour, and we go different ways and never look back.” She gawked at him. “Come on. One date, and then you’ll never see me again.”

Raspberry Stardust thought it over.

Thorax took that as a good sign. She wasn’t outright rejecting him. Granted, he had gone about it all the wrong way so she wouldn’t be insane for telling him no. Even after giving him this chance in the first place. It was breaking something in Thorax to be giving Raspberry Stardust an option to never see him again, but he hoped that the date he had planned would be so good she would give him a second date.

He just...really, really liked her. Not just from her incredible mind, or her courage in standing against Thorax’s mother, she was beautiful. Changelings paid little attention to physical appearances when romance was involved, Thorax couldn’t discredit the way her amber eyes shined with an intelligence greater than Thorax could ever know.

“Sure.”

Thorax had to take his rented home into account. If she said no, would he have to stay at it until the rent contract ended? Or could he just ditch- Hold on did she say something?

She said yes?

He let himself have a moment of shock. Raspberry Stardust was grinning again, mirth in her golden eyes. Thorax had to remind his brain cells not to fail him now by dropping his disguise. He shook his head, putting on a wide grin.

“Great. You free this Friday?” He asked.

“No. I’m expensive.” She replied.

‘She’s perfect.’

“I’ll take that as a yes.” Thorax replied. He managed not to sound like a lovesick dork. Progress! “See ya at seven.” He flew off, in the direction of his house.

"How do you know where I live?” She called out to him.

Thorax laughed. He had a lot to do for Friday- maybe he’d get it done when he came down from Cloud Nine.

She said yes!

==TCD==

Now we jump ahead a few years. Needless to say, the date went well. It turned into a second date, that turned into a third then a fifth then another adopted kid then a twelfth date and then boom.

Thorax had discovered Raspberry’s secret identity. She’d found out his. His mother had rallied her troops for another invasion- it went wrong, thanks to Morgan Spencer.

She actually blew up the Hive. She’d even unlocked a secret power within Thorax, which he spread out to his kind. Changelings didn’t need to feed on love anymore- they could share it instead.

Morgan had been so excited. She told Thorax all of her secrets- her humanity- her human crown- her whole planet that existed in another reality- wow what a twist! Cooler yet she brought Thorax along!

Thorax knew Morgan was perfect. This was just another thing to love endlessly.

==TCD==

Many years later...

They had just defeated three sirens. Thorax had fun. Raspberry had fun. Their band had fun. They won the battle of the bands! Who knew Thorax could rock the drums?

They returned to a big party. A big, beautiful party. Pinkie threw to celebrate the third most important thing that ever happened in Thorax’s life. After Cicada agreeing to be his sister, and Raspberry agreeing to go on a date.

Raspberry asked Thorax to marry him.

Thorax couldn’t believe it. He thought she would never agree to it, after ten years of him bringing it up over and over only for her to turn him down at every turn.

Pinkie welcomed them on their return from the mirror universe. She threw them an engagement party. All of their Ponyville friends came to celebrate with them. All of their kids enjoyed themselves. Thorax loved it even more, as Raspberry stayed by his side the whole night.

They finally were gonna be married.

They were getting married.

Hours later, into the night, Thorax and Raspberry settled back in their house. The kids stayed up late. It took ages for their youngest to fall asleep. Thorax and Raspberry went to bed, but did not fall asleep. They just talked. Even after everything, they hadn’t stopped to settle and talk.

“So...what now.” Thorax asked.

Morgan blew out a breath. She shifted to their human form to help put Cookie to sleep. “We get ready for Marvel.”

Thorax nodded. He curled around Morgan. She started running her hand around his head. “Yeah...yeah...but I meant about our...you know.”

“I told you. Earth Vegas.” Morgan supplied. “We go to my earth, swing by Vegas, and then go to Marvel to celebrate everything else.”

“Are you...excited?” Thorax asked.

“Very. Why wouldn’t I be?”

“I just mean...you’re not doing a lot of planning for it.” Thorax replied. Morgan tilted her head, confused. “Go to Vegas. Get married. Go away. Like, it’s a lot simpler than the other plans.”

“I’m getting married to you.” Morgan replied. “I don’t want anything to be complicated. I love you, and I want people to know it.”

Thorax held tighter to Raspberry. Her joy sparkled within her, shining so bright it spread warmly in his own chest. Thorax nuzzled her cheek.

She giggled. It brightened up the light shining around him.

Had Thorax mentioned he loved her? Together almost nine years (nearly a decade) and they were both stuck in the ‘honeymoon’ phase. Maybe time becoming irrelevant made that things likes ‘phases’ stupid.

Thorax hoped it never ended. On Morgan’s side- Thorax would never love Morgan any less.

“And in the MCU? What are we doing then?” Thorax asked.

Morgan hummed in delight. “Not a clue. But I’m ready to find out!”

==TCD==

Morgan’s World

Morgan stepped back from the mirror.

“See anything cute?” A voice asked.

Morgan rolled her eyes. “Just your ass.” She reached over, whacking their haunch.

They yelped. They reached back, rubbing the aching spot. “I get that it’s cute, but you don’t have to do that in public!”

She giggled. She guided them to a hospital bed. “You never said I couldn’t.”

They sat on the bed, reclining back on a pillow. “...can I say it now?” Morgan nodded. “You can do that in public but just...be subtle?”

“Sure thing.” Morgan missed their nose. They blushed, bright red showing against neon green. “So. Do you remember what the Plan is?”

“You told me a dozen times.” They replied. They held up their hoof. Morgan held up her palm. Thorax dropped their hoof in her hand. “We are going to visit the MCU. Your number is on my phone. All I need to do is see where I am, then call you and tell you.”

“Good.” Morgan praised. While she loved that they remembered what she said, she also loved this wide giddy smile on their muzzle. “And how will you know where you are?”

Thorax paused. “...I look out the window, right?”

“Right!” Morgan kissed their cheek again- this time a little closer to their lips. Thorax blushed even brighter. “What next?”

Thorax seemed to figure out the system here. “I tell you everything I know about my life. We plan a meet-cute. Then we watch Lilac settle in from a healthy, supportive distance. Was that right?”

“It was.” Morgan rewarded them again. Again, the kiss moved closer to their lips. “We’ll be so distant and supportive.”

Thorax nodded. “For sure.”

“Mom, Dad, quit it!” A girl skipped past them. She fell into another hospital bed beside Thorax’s. She smiled at Morgan and Thorax. “I can handle myself. I don’t need supervision.”

“Of course not, Princess.” Morgan praised. She gave Thorax a pat on the hoof. They winked up at her. “We have full confidence in you.”

Thorax grinned. “Yeah! We’re just being good parents. Can’t just make it look like we disowned you, or anything. That’s not good parenting.”

Lilac rolled her eyes. She held out her clawed hand. Thorax reached out another hoof, taking hold.

If Morgan’s eyes shimmered a bit, that’s her business. She sat herself down on Thorax’s bed. They adjusted to give her space.

“Lilac. What’s the plan with you?” Morgan prompted.

“I gather funds through as many questionable legal means as possible.” Lilac explained. She patted the small bag on her hip. “If I can’t sleep in shelters, the Bag can serve as a hostel. I need an apartment before a month is out.”

Morgan nodded. Again, if the eyes glimmered, it means nothing. “Before you do any of that?”

Lilac tapped the bag again. “Use my phone to take a picture of my face, and send it to you.” Lilac explained. “And then, since I’ll definitely be too young for a real ID, Mom will find me and tell me what to avoid. In case my own memories aren’t what they should be, anyway.”

Morgan squeezed on Thorax’s hoof.

Lilac smiled, assuringly and proud. “I can handle it.”

“We know.” Her parents replied.

Morgan braced herself. “Where’s the idiot?”

“Right here.” Thorax cheered.

Morgan looked around. All she saw was Thorax giving this dopey grin. “No, I mean the other one.”

“Hey shut up.” The fourth and last member of their group jumped over. She sat at Morgan’s side, throwing an arm around Morgan’s shoulders. Darcy grinned widely. “Make me Nikki Stevens again. That one was fun.”

“You got cut in half last time.” Morgan reminded her sister.

Darcy scoffed. “Pfft. Yeah, but like, with a whip. That’s awesome. I wanna try it with a sword.”

“You’re gonna get cut in half with a sword?” Lilac asked, blinking at her aunt. “On purpose?”

“No! Maybe.” Darcy reached for her sister’s hand. Morgan let her take it. “I didn’t play in fake vents to miss out on this.”

“Yeah you did. You’re gonna miss a lot, actually.” Morgan teased. She bumped her hip against her sister.

Darcy bumped right back. It knocked Morgan into Thorax. “I will shoot you in the head.”

Morgan laughed. Thorax chuckled, kissing Morgan’s cheek. Lilac rolled her eyes at her parents. Did they have to be like that all the time?

“Alright guys.” Morgan warned. “Time to go. Everyone ready?”

“Ready if you are.” Thorax replied.

Morgan squeezed their hoof.

Author's Note

Please leave a review if you have questions, comments, concerns, jokes, etc. Seriously- no doubt they’ll make me laugh. Even if it’s serious I’ll love it, laugh, then address the issue.

1943 Doesn't Like Me

Thorax woke up in a bunk bed. That was a little unusual. Morgan tended to have them up in a normal queen bed. Bunk beds were for the kids- or the occasional rare bed in an alternate world.

This bed wasn’t the fun kind. Those beds often felt nice. And soft. Thorax could feel springs digging in his back. The metal framework beneath pushed up too. His back hurt before he even stood up. Could a thing thinner than the width of a finger even count as a bed?

Thorax could’ve asked the person in the bed above him. Or in the beds beside him. All of the beds he could see in this low light had a person in them. It didn’t make Thorax feel any better. Usually, rooms full of occupied bunk beds don’t end happily.

He could feel the phone in his hand. He had hands now, alright cool. Thorax looked around the darkened space, deciding if he should call her now or later.

Given that some of the people were shifting in their beds, that answer was ‘no’.

An alarm went off. Bright lights switched on. Thorax could finally make out dingy metal walls, the black metal of the bunk bed and even the basic khakis and military shirt he himself had on.

Wait hold on, military shirt?

The alarm kept going. The others in here climbed out of their beds, including the person above him. Thorax pulled himself out of bed, tucking the phone into his khakis. The men around him moved quickly and with a purpose. Thorax copied them at first.

Then all at once, muscular memory activated.

Thorax started moving with authority. Where he was indecisive, the body picked up his slack and made each movement intentional. The borrowed body put in the groundwork with Thorax reaping benefits.

He dressed himself in black armor. A symbol appeared there that made Thorax want to scream. Worse yet as he did, he finally noticed the large flag put just beside his bunk bed. A red fabric with a black six legged squid.

HYDRA

Thorax remembered Morgan ranting about them. He remembered watching them in the movies- and what Morgan said they represented.

And he was one of them.

Definitely not part of the plan.

==TCD==

It was different from where he was supposed to have landed.

See, Thorax the Changeling went over the details a lot. In the past six months, there were a lot of conversations with his marefriend/fiancee/wife about how this was supposed to go.

Morgan was nothing if not meticulous about these things. She explained a lot of her world’s movies to him. There were a lot of movie nights over the past few months, or just of Morgan watching the movies to make her own notes. Thorax thought her little jokes she made that she thought nopony could hear were adorably funny.

More than that she explained her past here. Her sister, Killjoy-Darcy-Nikki- ‘honestly human names were so weird’- found copies of the movies that starred Morgan and herself. Thorax was told by outside parties that his pupils went heart-shaped the entire time. Could he be blamed? The main side-character was hot.

It was a recurring condition. Thorax didn’t like to talk about it. Morgan couldn’t without blushing.

So he watched the movies- Iron Man featuring Night Mistress, both 1 and 2. He watched Thor featuring Night Mistress, and was almost (very) jealous about seeing his marefriend/wife hanging out with a god of chaos and mischief.

Killjoy thought it was funny. Like, the funniest thing she’d ever seen. Human humor was so weird.

But Thorax watched it. He was a comic nerd, could he be blamed for being excited?

He was supposed to appear in what was the modern-day for that time. He would find out his location, then he would call Morgan. Better yet: if he was in New York, he would just walk to her place.

It would be hard to call Morgan from a phone that didn’t have buttons. Or to walk to a building that didn’t exist yet.

And when everybody around was a Nazi. That tended to bring down the mood.

==TCD==

That had been hours ago. Thorax went into a patrol routine that he only knew off instinct. He didn’t get a moment to himself for ages. Other HYDRA soldiers stood around him at all times. Any private space was occupied before Thorax could even use it.

The patrol route had him seeing a lot more than he would’ve liked. Weapons and tanks. Fellow soldiers enjoying what must be their day off. Generals discussing top secret plans. Thorax tried to keep his ears open for all the info he could get.

Lunch rolled around. He still hadn’t called Morgan. Would she be worried? Would the phone even connect? It might not. What would Thorax do then? Morgan never even considered this- Thorax hadn’t either. Who would expect being thrown back in time? Thorax should’ve been in the modern era. That he wasn’t there terrified him.

He knew nothing about this time period. He was a shapeshifting pony who could grow antlers, not a human who passed 5th grade social studies!

Thorax knew HYDRA were the bad guys- the Nazis. The Nazis were bad for a whole list of things. Thorax asked Morgan. She said that they wanted to commit genocide. Killjoy/Darcy told Thorax a lot more detail than required.

Gas chambers.

Torture.

Concentration camps.

Beatings.

Hangings.

Burnings.

That was for the people they actively hated. What about people on their side that betrayed them?

Had Thorax betrayed them?

Or was he still one of them?

Thorax couldn’t handle the kinds of people here. Torturing people for things they couldn’t control? Cutting them off from everyone they knew and loved? Treating enemies as worthless, barely worth the energy to take them down but still an infection to be purged?

Yeah no way was Thorax a part of that. He turned against a regime like this once before. He could do it again.

Thorax found time in his patrol to sneak away. Outside, tucked in a little alleyway between buildings. A largely unused space. It looked familiar, but Thorax wrote that off as that instinct in his brain.

He put himself behind a large crate. He took a breath, letting himself show his panic. The chain around his neck had words on it in another language. Thorax squinted at the letters- trying to will them into translating.

It took him longer than necessary to even notice that his brain supplied translations. His head was still full of adrenaline and fear, so that can be excused.

The words came in his brain then out his mouth.

“Theodore Price.” Thorax leaned back against the brick. The name sounded right- like it fit in his head. While the name would work, it wasn’t the main issue here. Thorax had bigger things on his mind.

He pulled out the phone. A small burner flip phone. Thorax struggled with the touch screen ones so Morgan got him a flip phone. On her planet in her time, Thorax had fun with it. Now it was a lifeline. The only thing connecting him to sanity, to any sense of understanding.

The phone flipped open. Thorax pressed ‘1’.

With bated breath, he waited.

Thorax wanted- no, needed it to ring. If he didn’t...he had no way of reaching Morgan or anypony...stuck with Nazis...Thorax couldn’t imagine a worse hell.

The phone rang.

As the dull hum vibrated his hand, he relaxed against the brick wall. This was a good sign. It had to be. If it rang, that meant it was connecting to something...

Or maybe not and Thorax had no idea how phones worked.

It kept ringing. It hummed with the pounding of Thorax’s heart. His very human heart. Thorax never understood his humans put up with their bodies- he missed his equine body. That made sense. He could use the familiarity.

“Pick up.” Thorax pleaded under his breath. “Come on, Star, pick up.”

He tightened his grip on the phone. He heard footsteps from down the alley. Another patrolling soldier- like he was supposed to be doing. Had they noticed he abandoned his post? How long did Thorax have before they started looking for him?

Still ringing. No answer.

Thorax couldn’t stay out here much longer.

Then he heard it- a familiar voice that always filled him with comfort and the knowledge that he was safe.

“Thorax? There you are. I was wondering when you’d call.” She laughed, like him taking so long was a funny joke and not Thorax being afraid for his life. “Sorry I took so long, I got stuck in a meeting.”

“It’s fine.” Thorax replied, panting as his heart went to a normal beat. It really was fine, because she answered at all. “I’m in trouble.”

“What? What kind of trouble?” The laughter left her voice, instead she sounded as panicked as Thorax felt.

Thorax heard loud mechanical noises. He looked out, seeing soldiers marching alongside tanks. “I’m not in New York.”

“Okay where-”

“I’m in Germany.” Thorax told her. “...Morgan, I think I’m HYDRA.” The large tanks drove by his hiding space. Thorax shuddered at the sight. “During the war.”

“...oh...kay...yeah that’s trouble.”

“Uh-huh.”

“Really big.”

“Not gonna argue about that.”

“You- it- fucking shit.”

“Yeah.” Thorax let out a sigh. He slumped against the wall behind him. “Fucking shit.”

He heard loud stomps behind him. Thorax snapped to attention. Memories popped in his head again. Of what happened to people that broke their routine, their patrol. If he got caught-

“I need to leave.” Thorax pleaded.

“I can work on that. I just need-”

“No, I really need to leave.” Thorax sat up. He adjusted his uniform, catching for any creases or damage. “They’ll notice if I’m off my patrol route. And- and they’ll- do things. To deserters.”

“Oh. Uh. Right. Okay. Just give me the date.”

“Right, yeah.” Thorax took a quick breath in. He scrambled his brain, trying to find something. Anything to help her. She wanted this information. He would provide it. “It- I think it’s-”

Whatever life this body led before, Thorax could barely keep track. The days blended together ever since he was assigned to HYDRA. The same dark, dreary existence. The same loud, painful screams. The marching. The tanks. Even the sky. They never changed.

“-I don’t know.” Thorax panted. “I don’t know when I am.”

“I’m going to help you, Bee. I promise. It’ll be okay. We’re going to figure this out together, yeah? Together.”

“Together.” Thorax swallowed. The idea of walking back out there, to help these people...by the queen, his stomach rolled and rolled. His rage grew too. “I love you.”

“You too. I love you so much, okay? And I’m bringing you home.”

Thorax hung up the phone. His heart dropped when he couldn’t hear her voice. It made everything worse. The world looked darker, scarier, without her there.

HYDRA soldiers marched by. Thorax hid himself against the wall. Each step echoed the thrumming in his ears. His heart pounded in his chest, racing at a speed that hurt. He could hardly breathe.

He needed to leave. Thorax needed Morgan to help him. He wouldn’t last here- he knew it.

But wait...wait his mind betrayed him again. Thorax- no, Theo had a job to do. An important job. What- what was it? It was-

Thorax choked down a gasp.

He needed to deliver...things to Doctor Zola.

==TCD==

Thorax lay in his cot. HYDRA soldiers slept all around him. None of them tossing and turning, mind whirling with all the horror they’d seen today. Ears probably not ringing from the screams of ‘enemy’ soldiers. Their hands didn’t feel blood soaked.

Thorax only worked one day, and the day couldn’t suck more.

So Thorax made a choice. A choice that he would make again and again.

==TCD==

He walked by the prisoner’s wing. He marched up to a cell. They had dozens and dozens of cells. Small, cramped things with thick metal bars that no man could squeeze through.

The prisoners all tensed, cowering away from Thorax. Normally this would sicken him. But in their defense, Thorax did look like a HYDRA commander.

(He would need the bubbliest bubble bath after this.)

Thorax, as the commander, grabbed the key ring from his belt. They’d been easy to pinch off a sleeping guard. He cleared his throat.

The soldiers stood up, gearing for a fight.

“I am-” Thorax coughed again. “I’m here to help. Who needs to leave?”

The soldiers braced themselves. Two stood up for a fight.

“Nononono-” Thorax shook his head. He held up his hands, the keys jangling as he did. “Um. I messed this up. I’m here to break you out. Not- not all of you. Cause- uh-”

“Why should we believe you, you son of a bitch?” One snapped.

Hurtful, Thorax thought but I get it. This is a high stress area.

“You have no reason to trust me.” Thorax said. “But I’ll do what I can. What’s happening here is wrong. I can’t do much to stop it, but I can do this. Who needs to leave?”

Author's Note

Here we go. This adventure. It’s gonna happen.
(Also yes this took awhile. I was trying to move out. It’s been great. I move out Thursday! It’s amazing.)

Always A Drone

Thorax was lucky that he didn’t survive off love anymore. If he did, HYDRA would’ve starved him after a week. Now, thanks to Morgan, he’d survived four months without a single drop of love. Thanks, maybe, but not love.

Life at HYDRA wasn’t too different, then, from his childhood home.

Thorax grew up in a hive. A big, dark hive full of holes and glowing green chitin on the walls. Patrols happened there too. Thorax and a group of his fellow changelings flew around the Hive, and the terrain outside to search for any possible foes or food. Those found were brought back to the Hive for harvesting.

The screams weren’t so different. Queen Chrysalis liked to hear them fight back- to hear the weakness of their prey, even as they were drained of every ounce of love and life. Over and over again.

His mother was queen of the hive, of the changelings. She gave birth to all of them. Chrysalis told her children that the only place they would ever get love was from their prey. Mother of the year material, really.

She wanted ruthless killers.

Thorax wanted his wife back.

He thought he got out of that life. Days with Morgan, with their family, it made thinking about his childhood suck less.

Now, Thorax is stuck in that same cycle. Wake up, go on patrol, hurt fellow creatures, mealtime, and lights out. That same cycle, over and over. His entire childhood in a nutshell. Hurting people. Hearing screams, because they enjoyed hearing their victims scream. No break in routine. No change allowed or welcome.

But Morgan inspired Thorax to change once.

He wasn’t ever going back.

==TCD==

Thorax went through his days in a routine.

Wake up to the alarms.

March in line behind other HYDRA soldiers.

Go on patrol.

Watch the prisoners.

See which ones are weakest, which ones need to leave sooner rather than walk into death.

Go on another patrol.

Meal time.

Another patrol.

Lights out.

This routine was broken very rarely. Usually, for understandable circumstances. If a prisoner needed to leave that very day, Thorax worked his hardest to get them out. He, and only he, managed it.

The other prisoners were nervous to trust him. Thorax couldn’t blame them. One look at the six armed monster on his coat reminded him why everyone should keep a wide berth.

But one prisoner agreed. One asked to escape. So, Thorax worked to get him free.

He unlocked him from his cell. A guard asked where he was going, and Thorax answered that Doctor Zola needed another patient. The guard let him go without another word.

Thorax snuck him out. Under the cover of darkness of night, and using his own magic sparingly to better get them free. Thorax managed to get them out from the perimeter of the factory, giving them directions to the closest village. He couldn’t sneak away supplies for them, or anything that could be properly counted. The higher ups cared more for how much things they used over time, instead of the count for the dead.

Four months of this routine. 29 men saved by Thorax. It wasn’t much, but Thorax reminded himself that he was short of options.

He hadn’t heard of any prisoners being found. Alive or dead. That’s the only assurance Thorax had for this working. If they found a dead prisoner, surely Thorax would’ve heard them bragging about it.

And they liked to brag about it. All the time. It made it hard to sleep, or eat, when everyone around you was only talking about how especially disgusting the prisoners were today.

Thorax walked his usual hallway on his patrol. As he marched, Thorax heard the sounds of a truck coming in. The HYDRA base usually got daily deliveries of supplies and more HYDRA soldiers, or more materials for Zola in his lab.

He’d been getting more and more of them, lately. Thorax heard whispers of why. Soldiers talked about another super soldier- the American flag wearing mascot that mostly the other soldiers just laughed at. Thorax laughed too, desperate not to get outed and put those prisoners at more risk.

It gave him hope, though. Captain America. Steve Rogers. Him being a super soldier meant the movie was happening. It meant that events were progressing.Thorax was- in theory- getting closer to Morgan. Thorax hadn’t heard of any fighting, though, so the movie progressed slowly.

Zola took more and more materials in the past month. Thorax noticed the number of prisoners being brought to Zola were on the rise.

Thorax glanced out the window. He hoped Morgan was hiding in the back. Hoped, dreaded, it really depended on the day. He never wanted Morgan to see this place. He also wanted her to save him.

The truck opened. HYDRA soldiers kicked out prisoners.

Thorax sighed. Great. Humanity sucked.

==TCD==

Down below, Thorax held up his gun. He pointed it at the new prisoners. He prayed that there wouldn’t be an order to shoot. The prisoners were organized into groups. They kept a specific system, and number. This gave him the perfect spot to overhear a certain Colonel.

“Do you know why the Reich is destined to win this war, Corporal?” Colonel Lohmer called out.

“Surely the advanced arsenal developed here by HYDRA will turn the tide in our favor, Colonel Lohmer?” The Corporal replied.

“Oh that helps- make no doubt, that helps. But that merely speeds the inevitable.” Colonel Lohmer said. “The Reich shall win because we are unified. In blood as in purpose. While our enemies are the polyglot peasants of Europe and the mongrel masses of North America. You see, then, the genius of splitting up the prisoners by nationality when they arrive. They cannot turn against us while they are at each other’s throats. And hatred does so focus them at their work.”

The Corporal barked out orders. Thorax raised his gun, aiming them at the group. He guided them deep inside the HYDRA base.

==TCD==

In the cells, prisoners were put into their cells.

“In your kennel, dogs!” A HYDRA soldier ordered.

Thorax watched them march. Once it was full, Thorax locked it shut. The prisoners looked around at each other. Thorax made to leave, only to be stopped.

The soldier at the door nodded. “Keep watch of them.”

Thorax blanched. “But my prisoners route is tonight-”

“Doesn’t matter. I’m saying you are here now.” The soldier ordered. “We’ve never had this many dogs in here. We need all the help we can get. You’re not the only one we’re bringing in.”

“I’m not?” That worried Thorax. His escape routes usually worked because so few HYDRA soldiers patrolled here at night. If more were assigned to watch, it threw a wrench in his plans. “How many others? Who’s being moved here for watch duty?”

The soldier eyed Thorax. His face turned into a stern frown. “What’s with all the questions, Price?”

Thorax gulped. “Just- just-” His face heated up. He’d always been a shit liar. Fearing for his life and the lives of others made it worse. “I’m just- making sure it’s all good. Cause I don’t want- uh- don’t want-”

“To do more work?” The soldier snapped.

“No! No sir! I want to work!”

“You want to work?”

“Yes sir.”

“Then work, Price, unless you wanna end up in there with them!” The soldier ordered.

Thorax nodded. He fell in line, taking a stand at his newly enforced post. His chest pounded fiercely. Blood rushed through his ears. It felt like Thorax could burst into flames, so angry was he.

He wanted to punch that soldier so bad. To punch every member of HYDRA in this fucking place. Thorax wanted to turn into a dragon, and burn everything down. Or maybe a bear and tear them apart with his claws.

But he couldn’t. Not without risking the prisoners behind him. Other humans, ones that HYDRA wanted to conquer. If killing these people meant killing the prisoners too, then Thorax kept himself in check.

“Dugan. Me and Jimmy, here, ‘re with the Fighting Irish of the 69th.” One man said, in a thick American accent. “New York freakin’ city. Hope you don’t got a problem with that.”

“Jones.” Said another man. “Macon, Georgia. 92nd Infantry. All black. All proud.”

“Falsworth.” A British man introduced himself. “Of the Birmingham Falsworths. That’s in England.”

“Yeah, thanks. Your nose scrapin’ the ceiling kinda gave it away.” Dugan snarked.

“I am...what is left of His Majesty’s 3rd Independent Parachute Brigade.” Falsworth explained.

“Dernier.” Said a Frenchman. “My people were resisting the Nazi occuipiers in marseilles.”

Thorax listened in, made himself do it. If he were to properly guard, he would need to know who these people were. They were going to be put to work by morning. That’s what happened to most prisoners. Even if they didn’t last long, Thorax would watch them. Guard them. Then, when it was quieter, Thorax would give the same offer he gave all the rest.

They would still reject him. They always did. But Thorax hoped it would go better this time.

Dugan snorted. “Hey Jones.”

“What’s that, Dugan?”

“You know how many Frenchmen it takes to defend Paris?”

“How many, Dugan?”

“I dunno. They never tried.” Dugan joked.

Thorax winced. He couldn’t see who threw the first punch, but he could guess. The group behind him started throwing punches all around. As they started fighting, other prisoners fought in their cells. Thorax glanced over his shoulder to his fellow soldier. The man was grinning, snickering to himself. Like these people fighting each other brought him such joy, that he couldn’t contain it inside himself.

Humanity sucked.

==TCD==

The phone beeped.

“The number you are trying to reach-”

Thorax ended the call. He held the phone right, squeezing it in his hand. “Hey, Morgan, it’s me. Again. Leaving a message seemed useless, cause all I would get is the disconnect line again.”

No sound from the phone.

Thorax checked around the space. No soldiers. The sleeping quarters were as quiet as they could be at this time.

He’d barely managed to sneak away for this. Thorax couldn’t be more relieved, this tiny sliver of time to call her. Only for the phone not to connect. He’d been robbed of her voice. Thorax tried for weeks- months? How was he supposed to tell?

He still tried. Every day. One of these times, it would work. It had to work.

“I don’t even know what I’m doing.” Thorax slumped on his bed, staring up at the bunk above him. “This place is- it’s hell. People are being hurt and I can’t do anything to stop it. I’m trying to help, I swear I am but- but nobody trusts me when I look like fucking HYDRA.”

No reply. No reassurance. No stories about their life together, in all the ways that Thorax grew since he left the Hive. He needed to hear these things. To have someone else say they were wrong, that Thorax wasn’t a terrible person for what he was doing. He didn’t even want to be doing it.

Thorax sniffled. He reached up, wiping his cheeks and nose on his sleeve. “You would convince them. You’d have them eating out of your hand. You’ve always been good at that.”

Morgan would walk up to the prisoners. She’d say only a few words, just the barest bit of kindness, and they would throw themselves at her feet. Not only that, Morgan would’ve made a foolproof escape plan. Not even Thorax could ruin it. He’d bumble it somehow, he was sure.

“It’s my favorite thing about you.” Thorax sucked in a pained breath, clenching his teeth. “I miss it. Actually I- I miss you.”

He heard a noise. Thorax startled. He turned off the bed, shifting with a green flash into a fly. He buzzed out.

==TCD==

His whole routine changed, with the command to watch the prisoners. He’d been basically following them around to and from their cell. He thought he recognized one of them. Thorax just couldn’t remember how he knew him.

Morgan made notes about him, Thorax told himself. That was a sure fact. One of the important ones- she’d met the face before, but not this guy personally. It was a big deal. She made a big deal out of it.Thorax should remember him. Humans just looked so alike! Could he be blamed? On his planet, creatures were different sizes and colors. Humans were either light skinned or dark skinned.

Thorax hated his reasoning here. He really, really hated it. The only way he could tell these humans apart were by their accents. Dugan, Jimmy, and Jones and their accents came with different kinds of thickness. Dugan’s was a drawl. Jones reminded him of Morgan, actually. Jimmy never talked without coughing or shivering.

Maybe it was a good thing that Morgan wasn’t here. Thorax the shapeshifter couldn’t spot the differences in people. She would make jokes about Thorax forgetting this human. Or she would feel bad, like she hadn’t done enough for Thorax. Fuck, the idea that Thorax could have upset her devestated him.

He turned a blind eye to it. He let himself be distant, allowing his body to go on a sort of autopilot.

“American, look out!” Colonel Lohman shouted.

Thorax snapped around.

He watched a prisoner bump his cart of large shell casings into another prisoner. It sent the casings tumbling to the floor in mighty clunks and bangs.

Thorax swore under his breath.

“DUMMKOPF!” Colonel Lohman shouted.

As he shouted, the rest of the floor went silent. Though the prisoners had only been here for two days, they all learned very fast to not anger the Colonel. Most of the prisoners that made Lohman angry ended up limping the rest of their short stay. Many others prisoners were beaten to the point of death.

Thorax watched it.

There were many days he swallowed down bile.

“Sorry about that, Fritzie-” Jimmy coughed from the floor. His American accent was still thick. Not as thick as Dugan’s, but thick. Familiar, too. It’d been months since Thorax saw the movie that he only half paid attention to in the first place. “-can’t quite shake this damn- cough- think I caught pneumonia on the battlefield.”

Colonel Lohman lifted up one of the fallen shell casings.

Thorax was already wincing.

“You wouldn’t happen to have a -cough- doctor in this dump-”

“We do.” Lohman brought the casing down. It hit Jimmy on the back, sending him down to the ground. The casing rattled with the movement. “I am him.”

“JIMMY!” Dugan lashed out. Thorax moved fast, holding the man back. The prisoner kicked at Thorax. Thorax braced himself. “You dirty-”

“Don’t.” Thorax whispered.

Another heavy rattling sound. The prisoner groaned in pain with each hit. The groaning always started a new coughing fit.

Dugan shoved at him again. Thorax pushed him.

“And this is the cure for what ails you!” Lohman shouted. He raised the casing again. And again. And again.

Thorax held tight to Dugan. He swore he’d regret this forever, as soon as he remembered Jimmy.

==TCD==

Thorax slammed the cell closed. He took his normal post. He kept a close watch of Jimmy and Dugan. Jimmy, for his worsened injury, and Dugan, worried that the buffer man would start another fight out of worry for his friend.

Jones was looking Jimmy over. The cells were small and cramped. The only thing to sit on was a long bench. It gave the prisoners more to fight over. Less reason to work together this way, after all. Fighting over the one ‘not ground’ place kept humans bickering for ages. The prisoners locked up with Jimmy gave it to the ailing man.

“Well. I’d say it was walking pneumonia, except the contusions and broken ribs have taken care of the ‘walking’ part.” Jones told the other men. “If Fritzie makes him work tomorrow, I guarantee he won’t last his shift.”

“That bastard Lohman won’t think twice about it! He gives slave drivers a bad name!” Dugan snapped. He punched the bars of their cell. The metal clanged.

The same kind of clang from earlier. The multiple beatings Jimmy took from Colonel Lohman. A shiver crawled up Thorax’s spine.

“Kleiber has morning shifts- and he at least is partly human.” Dernier said.

“But then Lohman comes on the floor at noon! He’ll drag Jimmy outta here, and then he’s kaput!” Dugan ranted.

Thorax turned to the group. He punched the bars. It clanged. The prisoners jumped back, creating a barricade around Jimmy. “Hey! Watch it. You guys are luckier than you know!”

Dugan lashed out at them. Jones grabbed him, holding him back.

Thorax shook his head. He’d been watching these men for only a few days. How did he already get this attached? Thorax paid attention to them. He learned things about them. “Do you know how many demolition experts we let work so close to shell casings and gunpowder? Not many. Just you.”

The prisoners eyed him, confused.

“And you, Falsworth, do you know that equipment you work on? It’s our best. It’s been with this factory for years- decades even. No matter the wear or tear, it keeps on going.”

The British man perked up. A familiar look in his eye, the man stroking his chin as he watched Thorax talk.

“Not to mention that none of you stand a chance against Colonel Lohman alone.” Thorax added. “Not unless you put your all into it.”

“Who are you, again?” Jones asked.

“The only soldier here in charge of keeping you alive.” Thorax made a point to glance at another soldier, some ways away from them all. That soldier was enjoying a game of keep away with some meals, and seasoning them with the dirt under his boot. “All of you.”

“And what, we’re just supposed to believe he ain’t gonna rat us out?” Dugan scoffed. “He’s a good for nothing Fritz.”

Thorax nodded. “He’s right. Too many men died under my watch. That’s on me. I’m not gonna lose another one. Okay? So whatever you gotta do to keep Jimmy alive, do it.”

He walked away from their cells. Despite his new routine, he did still have a patrol route to finish. And let the men think about what Thorax has said, let it stew in their heads.

With Dugan’s stubborn streak, Jimmy might have a chance.

==TCD==

The next day brought them all back to the factory. Thorax purposefully left Jimmy behind for rest. He’d made a show of calling out for him, telling Lieutenant Kleiber that the prisoner was unable to stand up for his shift. Kleiber understood, letting Thorax and Jimmy off for now.

Thorax watched the prisoners walk. Nothing odd about their steps, all of them falling into routines as if naturally. Thorax watched Falsworth get a piece of paper from Dugan, along with Falsworth collecting a powercell from Jones.

The two items were casually passed along to Dernier.

Dernier nodded at Falsworth.

Thorax hid a grin.

These humans were insane

Just like Thorax liked them.

A loud shout boomed across the factory. Over the sounds of metal grinding and wheels turning, Colonel Lohman’s command came clear as crystal. This man- if he could even be called that- wasn’t the sort of insane Thorax liked.

“Kleiber! I don’t see that clumsy oaf- #56898!” Lohmer scolded.

“He is very sick, Herr Lohmer.” Kleiber reported obediently. “Incapable of work-”

“I’ll be the judge of that, Lieutenant!” Lohmer snapped.

Thorax reminded himself to stay contained. If he broke now, everything they were working so hard on would collapse.

“That lazy good-for-nothing will die at his post if he has to!” Lohman ranted. He started walking towards the dungeons. “I’ll drag him out of his cell myself-”

“Let’s go, Britisher!” Kleiber ordered. Falsworth gave a polite salute. “We need that scrap across the floor now! Schnell!”

“Right-o, Lt Kleiber, sir!” Falsworth worked a large crane. A crane with a very old chain, that might’ve been exposed to heat via a certain Frenchman.

Falsworth used the crane. It lifted up a large pile of metal, of sharp scrap burnt and twisted into ugly points, of burnt ends that would cause pain should they ever break skin, of large metal components that could crush any bone if thrown hard enough.

The chain snapped.

Pity, it seems, that Lohmer happened to be passing below it. Without so much as a scream. That is to say, if there was a scream, nobody could hear it over the loud metal clunking on the ground.

The workers cheered.

Thorax showed off his smile.

==TCD==

“Hey, hey Jimmy, that creep Lohmer ain’t gonna bother you or anyone else no more.” Dugan cheered, as Thorax locked the five men back in their shared cell. “They can’t tell it wasn’t anything other than old equipment, so we just gotta go without rations for a week. It was worth it just to hear that bastard howl, Jimmy-boy.”

Jimmy groaned. He sat up on the bench, glaring at Dugan. “Blast it, Dugan, you dum-dum! How many times I gotta tell you? No one- and I mean no one- calls me ‘Jimmy’.”

“Your mama named you James, didn’t she?”

“James Buchanan Barnes. That’s why they call me Bucky.” He explained, exhausted and tired like he’d done it a hundred times.

Thorax stared at the man. Realization physically lit up his eyes. The change literally gave them a glow. Thorax coughed, shaking his head to dim the obvious shine.

By the Queen...holy fucking shit...Morgan is not gonna believe this shit

==TCD==

They tried to help. By all that was holy, they tried to help. Bucky was already in a bad way. The week without rations didn’t help him at all. He couldn’t do his work. Anyone that couldn’t do the work ended up with Zola.

Thorax knew this one. He knew him, of him. The Winter Soldier. Captain America’s best friend. Bucky Barnes. In the full and unbroken flesh.

Morgan brought Thorax to see the movie on a date. She’d already watched it, of course, with the kids and some of her friends. The second time was purely for enjoyment. Perfect for a date. Thorax definitely enjoyed it.

Holy shit how did he forget what Bucky Barnes’ face.

Thorax watched the prisoners most of his day. He’d been assigned one patrol outside of that, before lights out. The route went by Doctor Zola. Thorax stood guard outside the door. Most of the time, nobody came by or noticed him. Just him, only the screams to keep him company.

Today was one such day. Every shout and yell made his stomach roll. Each yell from Bucky reminded Thorax of the torture to come. Bucky’s screams in the chair as his mind got wiped, reset back to the Winter Soldier.

A phone rang.

Zola answered it. “Yes?”

Thorax strained his ears. All he could hear through the walls was a dulled murmuring.

“Oh yes, yes, I am working on a new- what?” Zola paused. “You stupid- how could you bungle this?! Touch nothing!”

Thorax straightened up at his post. Zola stormed out of his lab. He pointed a warning finger at Thorax.

“Keep watch on it!” Zola ordered.

Thorax nodded. Quickly, he corrected into the ‘hail HYDRA’ pose.

Zola rushed off down the hall. He muttered about foolish, idiotic soldiers.

Thorax hesitated. He waited until being absolutely sure that Zola was gone. The coast clear, Thorax snuck into the lab.

Bucky was laid out on the metal table. His limbs held down by leather straps, digging in the exposed skin. Two thick straps held down his chest and waist. Bright lights were fixed overhead, shining down on his face.

“Oh! Oh. It’s- oh.” Thorax gulped. He looked around the lab. Shelves and shelves of equipment, of organic and inorganic material. “Bucky? Bucky, are you there?”

Bucky blinked. “Barnes, James Buchanan. Sergeant. 32557038.”

Thorax winced. “Bucky, come on. It’s Thor-” He bit his tongue. “Theo Price. Remember?”

“Barnes, James Buchanan. Sergeant-”

“You’re just gonna repeat that, aren’t you?” Thorax nodded.

“-32557038.”

“Yep. Repeat.” Thorax let out a long breath. He stepped away, reaching up to his head. He scratched his head.

He wanted to scream. Yell. All of it. He screwed this up. Thorax should have kept Bucky safe. Now, Bucky was literally being tortured by HYDRA. This can’t have been what was supposed to happen. Thorax gave them the idea to rebel against Lohmer, and it led Bucky into this place.

It’s all his fault.

He’d ruined the movie. Morgan was never gonna-

A very specific pocket in his pants buzzed.

Thorax jumped back. He stared at his leg, shocked.

It buzzed again.

“Shit!” Thorax reached for his phone. It kept buzzing. “Umm. I gotta take this?”

Bucky stared, confused but still angry.

“Cool. You wait there.” Thorax pulled out the phone. Her name showed up on the screen.

He stepped to the side in the room, into a darker corner. It gave him a decent view of a window.

She was calling. She was calling. She was calling.

Thorax answered.

“Morgan?”

“THORAX!” Thorax winced, flinching from the phone. Yep, that was her. Her worried, panicked, excited voice like she was already going a hundred miles a minute. “I AM SO FUCKING SORRY! I MISSED YOUR CALLS! I MISSED ALL OF THEM! OH THAT’S TOTALLY ME- TAKE ONE LITTLE NAP AND EVERYTHING GOES TO SHIT!”

“A nap? You took a nap?” Thorax asked, relaxing against the wall. Even her most panicked voice was calming him down. “For this long?”

“Drugs might have been used.”

“You were DRUGGED?!”

“Pepper got worried when I stop sleeping after 45 hours! Which is stupid, because I can go 72 without sleep before I hallucinate-”

“And so they made you sleep for months?” Thorax gawked. She’d never been that sleep deprived in their lifetimes. Did something bad happen? Like, really bad?

“I was very busy- wait MONTHS?!”

“Yes? I’ve been calling you for months now.” Thorax explained. “Months of you missing the calls. And you were in a coma? Are you okay? Was something wrong, really wrong? Are you okay? You need to tell me if you’re okay. Is Lilac okay?!”

“MONTHS?”

“Yes! Are you-”

“Oh no. Oh nononono. Months? You said months. How many months?”

“Why do I have to tell you? Can’t you just-”

“Tell me right now how many months you have been in HYDRA! Right now, Mister!”

Thorax huffed. He leaned back, resting his head on the wall. “Four.”

“FOUR MONTHS?! HOLY SHIT! How is that- that’s time compression! Classic! Oh I’ve not worked with THAT before!”

“Morgan-”

“It’s exciting! The ratio might need to be altered a bit, but that’s incredible!”

“Morgan I really-”

“Just think about that! It’s cool. This is cool. I mean, the same thing happens when traveling. My Earth versus whatever Earth I go to. So...maybe not so cool.”

“Yeah, no it’s not. Listen-”

“It’s boring. It’s just more of the same. Drat. Why did I get excited over it?”

“I am in Nazi Germany with HYDRA.” Thorax reminded her, snapping furiously and with four months suppressed frustration bubbling out from his chest.

“...oh yeah. Right. Sorry, Thorax.”

Thorax sighed. He needed to calm down. Being angry at Morgan wouldn’t help. And it would only make Thorax feel guilty when the call ended. “It’s fine.”

“It’s not fine. You aren’t here.”

“Yeah, yeah I’m not.” Thorax looked out the window. It showed some of the factory below. Another shift of prisoners working on the Valkyrie ship. “I wanna be.”

“You’re not here, and you’ve been alone for months. Literally, four months. And it’s not fair.”

“Yeah, I already said-”

“For me it’s been four days.”

Thorax sat up. He pushed himself off the wall, stepping out from the corner. “Four days.”

“Maybe five. I’m not exactly checking clocks...Nevermind, it’s been exactly four days, 13 hours, and ten minutes. For me, at least. In the present.”

“Four DAYS?!” Thorax yelped.

Bucky groaned in pain.

Thorax gasped. He covered his mouth with his hand, gawking at Bucky.

“Who’s there?!”

“Bucky.” Thorax gulped. “Bucky Barnes.” Silence. “Starry, are you there-”

“You’re in the same room as Bucky Barnes. Alone.” Her voice was off. Not happy, or giddy, hell not even a deadpan. She sounded suspicious. Paranoid. Worried.

Oh, Thorax understood it. Bucky was never alone at HYDRA. Not until the parts where he was tortured. Morgan assumed that after four months away, Thorax fell into habits from the Hive. She really thought he fell so low.

“Yes. Alone. Because- believe it or not- everywhere else is crawling with HYDRA people that would kill me if they knew!” Thorax snapped. “And I have been hiding from them all for four months! Hiding my phone, hiding how I think every single one of them is disgusting and everything about them is wrong! I’ve been hiding all of it- and it sucks! It sucks so fucking much that I can’t hold on forever, and I’m gonna turn into a bear and maul them all to death the next time they kill one of these innocent people! I can’t save them all! I’ve been trying! 29 guys- I got 29 guys out! I did all of that alone because your bullshit powers decided to drop me off here instead of somewhere normal!”

Another groan.

Thorax paled. He looked over at the strapped down soldier. “Uhh.”

“You...” Bucky grunted, straining against the straps to tilt his head. Thorax walked over to his side, looking down at him. Bucky met the stare. “You’re...nicer...than HYDRA.”

Thorax nodded. “Um. Thanks?”

Bucky strained against the straps. “Help-”

They both stopped. They heard footsteps echoing from the hall.

“I promise, I’ll do what I can. I swear.” Thorax told him.

Bucky nodded. “Yeah. Yeah okay.”

Thorax checked his phone again. The call line ended. Had Thorax hung up? Or was that- that time thing that ended it? No time to think. Thorax needed to get back to his post before Zola arrived.

Tonight. Thorax told himself. I’ll break him out tonight. Movie plot be damned. He needs help, and I’m going to actually try this time.

==TCD==

In the sky, far away from the HYDRA factory, a plane of only three passengers were having a wonderful conversation about fondue.

Author's Note

Sorry this took so long! I got sent online harassment, and when I complained to my bosses about it they said it was *all my fault that I got the harassment- and I’m lucky I didn’t make it worse*. So to fix it, they fired me. As one does. But I managed to finish this and other chapters in my new free time.

Get Burned

Thorax’s shift outside the lab ended. Zola stayed behind. A new soldier came to take his place. He tried to convince the other soldier to let Thorax cover this shift too, but the HYDRA soldier simply took his place and didn’t allow protest.

Queen-dammit. Thorax wished he could pull that off. He’d lost any confidence that he gained. That phone call gutted him in all the worst ways.

Months of waiting for her, wanting to hear her oh so perfect excuse, thinking it wouldn’t measure up to his months of torment. In the end, Morgan gave the perfect excuse. What did Thorax do to his loving, insane wife in return? He yelled at Morgan.

Morgan, love of his life, and he yelled at her. Terrible, mean things to her. It’s not like he meant to say all of those things! Thorax just got so frustrated. Four months alone does that to a changeling. Four days apparently did that to her.

A part of him kept reminding him about that. She suffered too. For a while, he thought she was also suffering four months without him.

Thorax sighed, slumping against the cot. He needed to move. Being stuck here wasn’t doing anything to help him.

He pulled the blanket over himself. He made sure it covered him completely. In a green flash, he was a fly.

He buzzed out from the cot. With the other soldiers none the wiser, too deep in dreamland to notice him. Thorax buzzed off.

It took no time at all to reach Zola’s lab. He wasn’t given a second glance. Thorax appreciated the solitude.

She had to be knocked out after four days without him. He doubted, and she overworked trying to help.

But fuck her powers were so weird.

Thorax needed to get to work.

He checked the hallway to Zola’s lab. No soldiers around. Good. That’s good for him. The last thing he needed today was getting caught. He’d actually shoot someone with the high tech weapon on his hip.

Zola usually left the door wide open. Cause only someone crazy would break into the lab. The soldier still stood at the entrance. Thorax either needed to shift into a bug, or some kind of alarm going off. That’s so dumb. What even were the chances of-

Loud sirens went off. Thorax turned towards it, trying to get a better read. Sirens, yes, along with gunshots. An explosion or two.

Thorax grinned.

He suddenly remembered it. A scene from the movie. The one with Steve Fucking Rogers.

Thorax stepped out from the hallway.

The soldier eyed him. “Soldier. Didn’t I tell you-”

Thorax held up his gun. He fired. The goggles over his eyes made it easier for him to watch as the blast hit the soldier. The HYDRA soldier went flying back.

He let out a long breath. “Oh that felt so good.”

The sirens kept going. Thorax heard a new sound. That song again. Thorax quickly scrambled, pulling out his phone. As he answered, hr went into Zola’s lab.

“Morgan?” He began. All around the lab were documents and maps. Results of his many tests on innocent soldiers. “Morgan, is that you? I’m sorry. I shouldn’t have said anything. I know it’s not you-”

“You have a cute face.”

Thorax shut up. He looked around, trying to see if she was there. The sirens in the movie came from Captain America. If it turned out to be Morgan, his entire body would crumble. While it was unlikely, if anyone could sneak into a HYDRA base just to save him it was Morgan.

Also the lab had no windows. Or cameras.

“Where are you?” Thorax asked.

“The Smithsonian museum. They have a Captain America exhibit, with the Howling Commandos. Only one face is different...but a good different.”

Thorax relaxed. While he would’ve loved to see her again, to hold her close and laugh about the oddness of this world, he didn’t want her in Nazi Germany. Still. He was disappointed. “Right, yeah.”

“But he’s cute. Not like your normal face but his own kinda cute.”

He grabbed papers off the desk. His magic flared, blue flames quickly covered the pages. He tossed them in a bin. “I get it, you think he’s cute.”

Human faces weren’t cute. They were flat and square. Her face was the only exception. His human faces were never right. The noses were too short and thin. The jaws too. How did humans talk with jaws this small? Why did she think they were cute?

“Your green face is cuter.” Morgan told him.

He flushed. He dropped a huge stack of papers into the bin. “Uh- right.”

“Theo Price...Becky Stark. What a power couple.”

Thorax chuckled, face still red. The flames were killed by the sudden stack drop. He fired a magic blast. The flames were bigger and brighter. “A superpower couple.”

“Oh my Author.” Morgan laughed. By the queen, that laugh only could kill him. He’d let it. “You’re perfect.”

“Yeah.”

“Where are you right now? Is this safe? It wasn’t safe last time.” Morgan asked.

“I think it’s fine.” Thorax replied.

At that moment, a familiar voice exclaimed “What are you doing?!”

Thorax turned. Behind him, the fire spread out over the desk. Dr Zola gawked at him, at the research.

Morgan groaned, giggling. “Wow. You said that. You really said that.”

Thorax glanced back at the moving flames and back at Zola. “Did you not want me to do that?”

“My research!” Zola reached for it, pulling half burned documents in his arms. He glared at Thorax, who gleefully watched him scramble. “You-”

“Ooh. Kiss your mother with that mouth?” Thorax kicked the trash bin on its side. More flames went out. They spread to a cupboard, full of files and equipment. “She’d be so upset.”

“You-” Dr Zola pulled out a handgun.

Thorax inched his hand toward a thick folder. “I’ve got time to burn.” Thorax grinned. “Do you, doc?”

“Burn. Why did you say burn?”

Dr Zola fired.

Thorax tossed the folder at him. He dodged the bullet, narrowly avoiding it.

Dr Zola cursed, before rushing off.

Thorax pushed himself to his feet. Bucky was still strapped on the table, muttering his numbers. “Hey there, Jimmy. Remember me?”

He grunted. Progress. No more numbers. “It’s- Bucky-”

“Nice!” Thorax leaned into the phone. “Hey, gotta go. We’re escaping. Love you.”

“Come back in one piece-”

Thorax tucked the phone away. He unlocked the straps holding him down. “Let’s get you home, alright?”

The locks popped off. Thorax tossed them aside.

“Hey!”

Thorax lifted his head. A fist hit him in the flat face. Another issue with human faces. The goggles dug into his face. That’s worse. The pain got worse.

“Ow!” Thorax yelped, stumbling back. The punch came at him with the force of a truck. Should he be standing? Probably not. Concussion? Other head injuries? Killjoy made him watch videos about this. “That was mean!”

He pulled off the goggles. They snapped, hanging uselessly in hand. Standing across, proposing another punch, stood a very angry American flag.

“Whoa whoa HEY! I’m a friendly! I’m a friendly!” Thorax called out. He held up his hands, the goggles clattering to the floor. “I’m trying to help him escape!”

Steve glared, pulling back his fist for another hit.

“Steve?” Bucky mumbled.

Steve stopped, looking down at Bucky. Bucky blinked up at him, bleary. “Yeah, it’s me. Steve.”

The alarms and explosions got louder, and more frequent. That and the fire started to spread towards them.

“We need to go.” Thorax warned. “Come on.”

Thorax went to lift Bucky’s side. Steve, stretched for time, went along with it. Bucky shook, nearly falling back down.

“Come on.” Steve encouraged him. Without Thorax helping, Steve lifted Bucky to his feet. “I thought you were dead.”

“I thought you were smaller.” Bucky countered. “What happened to you?”

“Wait, he wasn’t always this big?” Thorax asked.

“Uh-Uh.”

“I joined the army!” Steve replied.

Together, the three went out into the hall. Thorax made sure the coast was clear.

“Did it hurt?” Bucky asked.

“A little.”

“Is it permanent?”

“So far!”

A HYDRA soldier rushed out. Thorax raised his weapon, firing. The soldier went down.

Steve paused. Bucky as his side stopped too. He pulled himself from Steve, managing to stumble on his own two feet.

Thorax beamed.

Bucky grinned at him. “Hey Fritz.”

Thorax smiled back. “Jimmy!”

Bucky laughed, tired. “Bucky.” The three went back to their escape.

“Say my name, I’ll say yours.” Thorax bargained.

“And just who are you?” Steve asked.

Thorax opened a door for them. “Theo Price. Let’s get you out of here.”

Explosions rocked the building.

The three men got back to running.

==TCD==

Those building rocking explosions weren’t coming from outside. Explosions were happening outside, but not to this scale. Nope. The bigger explosions came from inside the factory.

The part of the factory that Thorax was currently running towards, yes.

They kept on running. Thorax, Bucky, and Steve. More of the ground below lit up in flames. Thorax stumbled to a stop. The heat rose up and around, spreading to touch every part of the factory floor.

Going that way wasn’t an option.

Steve found a better way. Up some stairs, yeah that was smart while a building was on fire. Except, wait, no it’s not. Humans can’t fly. Unless those wings on his helmet helped him fly? Humans were weird.

Once up the stairs, Steve led them towards a walkway. The only way, unfortunately, out of this place. Unless you could fly.

“Captain America! How exciting!”

Thorax, Bucky, and Steve stopped. Across the factory, on the large metal walkway, a man called out to them. A heavily accented German man waved. His arms movement was stiff in his heavy military jacket. But Thorax knew that face.

Johann Schmidt

He tensed, stepping back from the friends. Schmidt handed Dr Zola a file folder, stomping after them. Even in the alarms and explosions, his footsteps went off like bombs in Thorax’s ears.

“I’m a great fan of your films.” Schmidt said, still talking to Steve. Steve stood stronger, shoulders broadened. “So Dr. Erskine managed it after all. Not exactly an improvement, but still impressive.”

Steve punched him in the face.

Thorax flinched, hand grappling out for a balancing force. He caught Bucky. Bucky patted his hand, visibly understanding his concern.

“You got no idea.” Steve warned the man.

“Haven’t I!” Schmidt threw a punch at Steve. Steve blocked it with his shield. It wasn’t the special round shield made of that- that Vibrating metal. Whatever.

Schmidt’s fist left a dent.

“No matter what lies Erskine told you, you see I was his greatest success!” Schmidt walked off the walkway. He sneered at Steve, not paying any attention to Thorax or Bucky.

As the three watched, Schmidt reached for his neck. He pulled and yanked at his chin. He shed the human mask. It fell to the flames below. Only a red face remained. He didn’t even have a nose.

“You don’t have one of those, do you?” Bucky asked.

Thorax winced. It wasn’t the weirdest face he’d ever seen. It was just the grossest.

“You are deluded, Captain.” Schmidt warned. Dr Zola called an elevator, stepping inside it while waiting for Schmidt. “You pretend to be a simple soldier, but in reality you are just afraid to admit that we have left humanity behind. Unlike you, I embrace it proudly. Without fear!”

Steve Rogers “Then how come you’re running?” Steve called out.

Schmidt disappeared down the elevator.

“Maybe because the building is on fire!” Thorax shouted.

To prove him right, the building shook again.

“Come on. Let’s go!” Steve commanded. He rushed back down the walkway, rushing for a nearby staircase. “UP!”

Bucky and Thorax exchanged a look. Thorax nodded. It was the only way out. Granted it involved a window but Thorax figured they wouldn’t mind.

They reached the top of the building. A large support beam being their only way across to safety.

“Let’s go. One at a time.” Steve instructed them.

Bucky went first. He went as fast as he could. The support beam crumbled under his weight all the same.

“There’s gotta be a rope or something!” Bucky called out.

“Get out!” Thorax yelled.

“Just go, get out of here!” Steve shouted.

“No. Not without you!” Bucky called back.

Steve rushed at the fence, trying to jump across the flames to safety. Humans were insane.

The flames went up.

Thorax’s hands flared blue.

==TCD==

The prisoners stumbled into the woods. They brought a truck along, their most wounded sitting inside it. The rest walked. Dum-Dum led the group, best he could. The survivors grouped up once they reached the safety of the woods.

He heard a sound ahead. He, and all the other soldiers, raised their stolen weapons. Instead of the HYDRA soldiers they expected, three men walked out. One of them being the crazy bastard that led their escape, and the other being their buddy. The third was the Fritz from the cells.

The soldiers raised their weapons at him. The Fritz sighed, but raised his arms.

Jimmy- no, Bucky, stood between them at the Fritz.

“Hey! Calm down. He’s with us.”

“He’s one of them!” A soldier shouted.

“He’s with us.” Captain America replied. “He saved our lives, and reportedly the lives of others.”

“He gave ‘em all to that quack doctor!” A different soldier called out.

“Then let our commanding officers decide what happens to him.” Captain America told them. “There’s a camp- my camp- that way. It’s a long walk, but we can make it that far. We don’t have time to fight.”

“It ain’t worth it.” Dum-Dum agreed. He lowered his weapon. He owed the Fritz one, he supposed, after what he did for Bucky. One by one, the others of Dum-Dum’s cell agreed.

Besides, if the Fritz did betray them, Dum-Dum had himself a fancy new gun to kill him with.

Captain America nodded. “Follow me!”

==TCD==

Captain America led the survivors into the camp. The camp saw them long before that. A lot of soldiers came forward, cheering and hollering back to the main camp.

Thorax welcomed it. The smiling, happy faces warmed his chest. Shedding the ugly HYDRA uniform helped too. It left him in just his military shirt, and the military pants and boots. He was happy to be rid of it all. Even the gun. One of the other soldiers took it- practically caught it when Thorax tossed it away.

Bucky eyed him oddly a few times. Steve too. It’s only normal. Thorax did use magic to get himself and Steve away from the flames. They were totally right to be weirded out. Thorax even got them to the head of the group of survivors, during their escape. He could fly, after all.

The wings were a surprise to the friends.

Thorax took it in stride. The sun shone down on his face. Warmth reached him, for the first time in four months. His phone burned in one of his pant’s pockets. He hoped the perception filter stuck to it, so that the commanders at this camp let him keep it.

An officer marched up to Steve. A pretty lady- Peggy Carter, Thorax would spot her anywhere.

“I’d like to surrender myself for disciplinary action.” Steve told him.

The officer glanced at the large crowd, then dismissively back at Steve. “That won’t be necessary.”

“Yes, sir.” Steve looked at Peggy.

Thorax turned to Bucky. “Did you say he was tiny earlier?”

“You got tiny. And green. With wings.” Bucky replied. “And that man, he turned red.”

“Yeah but I was born like that- wait was he born red?” Thorax gawked at him.

Bucky blinked at him.

“Wait no. Dr Erksine did it, right? That’s what he said?” Thorax asked. He really hoped that’s what he said.

Bucky clenched his jaw. “Did it?”

“Like- like a science thing? Was he a science thing?” Thorax asked. “For the army?”

Bucky sighed. “Hey! Let’s hear it for Captain America!” Bucky stared at Steve with a look that Thorax recognized.

Morgan gave it to her sister whenever she did something stupid.

The crowd around them cheered. Thorax cheered with him. Sure, he was no Captain Equestria, but he was alright.

His applause was interrupted by two men grabbing him by the arms.

Yeah.

Right.

Former HYDRA agent. In an American camp.

He was being arrested.

Fair.

Author's Note

Sorry this took so long! I got sent online harassment, and when I complained to my bosses about it they said it was *all my fault that I got the harassment- and I’m lucky I didn’t make it worse*. So to fix it, they fired me. As one does. But I managed to finish this and other chapters in my new free time.
Thorax is just so many different types of stupid, and I love all of them. Morgan loves all of them. To get in the head of Thorax, I just asked ‘what would you do if you literally didn’t pay attention to the movie because of your girlfriend/wife?’ and things got easy.

Friendship Matters

They threw Thorax in jail. Or it felt like a jail. It definitely wasn’t a tent to relax in, or anything of the sort. Walls of thick brick kept them from feeling a breeze. There was a window, but it clearly only served to help him tell night from day. Thorax was never good at reading sundials. They did manage to count only a few days between them being locked away, and their current moment of thought.

The cell brick bored them- nothing but a faint beige. Thorax missed colors. They grew up around black and glowing greens, until they met Morgan. The world after became rainbows of colors- bright, pastel, neon. For four months, he got grays and dark beige and darker green. Even their own face lost color- their hair was black and not green or orange, and their eyes were that stupid blue instead of the much prefered purple. Maybe later, if there was a later, they could change back into more normal colors. That would help them.

The cell also had a cot, a toilet, and a single chair. They were grateful for the chair, actually. They liked the idea that they could sit, instead of doing this panicked pacing they’d settled into.

Thorax barely got time to slip Bucky the phone before the soldiers dragged them away. The idea of humans taking it away chilled them. They needed it to be safe, and trusted Bucky to do that. Until they let Thorax out, anyway. Sure they could transform into a fly again, fly through the window, get the phone back, and then just hide out until Morgan could get them, but that came with problems. 1) Thorax hadn’t thought about that. 2) they wanted to know if the men they got out made it to this camp. The only way they’d find that out is if they stayed.

So, pacing in a small cell. Thorax very quickly learned they hated it. It was leagues better than HYDRA, they really shouldn’t complain, but they found themself complaining anyway. Thorax got no space to move like they wanted, like they missed. Running and flying were their favorite activities, back in Equestria. They’re a really good flier- came third in the Equestria Games flying relay! Morgan cheered them through it, and promised next time they’d kick pony ass and take first place. Thorax wanted that, really badly. Being cooped up drove them bonkers.

The humans were scared of them. The returned soldiers might not have said how they got out, that Thorax helped. Or maybe they did, and the top brass didn’t believe it. Or maybe the voices of all the Captain America ones were telling a different story.

Thorax just wanted to go home. To hold their wife, and play with their kids. They wanted it more than winning first place. If they left- somehow, because they hadn’t come up with an escape plan that didn’t involve opening the door- they’d be on the run. Returning to Morgan only to put her in more danger. They’d be hunted as a HYDRA agent and accomplice to a HYDRA agent.

Wait.

Would they be a villain for Captain America, this world’s version of Thorax’s favorite superhero?

That’s actually really cool. By the Queen, that’s almost something great. If Steve couldn’t kill them with one poorly timed kick to the head, Thorax would be all for it

The door to their tiny cell opened. Thorax stopped their pacing, jumping back. Two soldiers marched in. One slapped cuffs on Thorax, pushing them towards the door.

Thorax briefly wondered if they were being executed. That’d really piss Morgan off.

==TCD==

This was an interrogation room. For humans, anyway, Thorax learned what they looked like. Growing up, interrogation rooms weren’t really rooms. They were pods of hardened green goop that kept ponies trapped so the changelings could drain them of love and information. Thorax used to help collect ponies for that. They didn’t like doing it, or how ponies looked when Queen Chrysalis was done with them.

Morgan watched her crime dramas, and Thorax happened to walk by during an interrogation scene. At their confusion, and explanation from their childhood, Morgan first hugged them then explained.

They liked when she explained things.

The door opened. A very big, grumpy man walked in. He held a manilla folder in his hands. Briefly, Thorax frowned. Their youngest daughter liked using manilla folders as scratching toys. The man had a lot of colorful buttons and pins on his dark green jacket, which told Thorax this was a tough, important guy.

If they could remember more about the movie, they’d probably even know his name. Or something he did, that helped too. Morgan didn’t make them study this movie as hard, because she said the chances of ending up in it were so low.

Well. Here we are.

The man sat across from Thorax. He dropped the heavy folder onto the table. Thorax wanted to reach for it but got the idea that it’s not the point.

“Uhh. Hi?” Thorax greeted, smiling with a wince. Did they just say hi? Did they really do that? “I’m-”

“I know who you are.”

Thorax paused. They swallowed, shifting in their seat. “Right, yeah, course.” Did Steve and Bucky say something? They’d used magic and shapeshifting to get them out of the factory, as the flames reached for them. After meeting the other escaped soldiers, Thorax thought they’d keep that secret. At least until Thorax could say more about it. But did they just reveal it all to this guy? Another thing to worry about with HYDRA, maybe?

The man flipped the folder open. Thorax swallowed, choking briefly on a fearful gasp, then coughed. “Private Theodore Price, of HYDRA.”

Thorax clenched their jaw. “No.”

The man tilted his head. “No?”

“I was, but I’m not.” Thorax said. “I’m out.” Four months of being in HYDRA. Finally, finally they were out. It unlocked something deep in his chest- made it so much easier to breathe. “I’m not going back.”

“Oh that was never up for debate.” The man replied.

“Debate? I wasn’t gonna argue. I’m happy not to go back.” Thorax said.

The man gave a deadpan stare. Morgan’s sister did that all the time.

Thorax kept going. “They did bad stuff over there. Really, really bad. You don’t wanna know how bad.”

“I do.” The man stated.

“No, but it’s really scary.”

“Tell me everything ‘bad’ that HYDRA was up to.” The man ordered.

Thorax bristled under it. “They tortured people. Every day. They never helped anyone that was sick, or injured. They made them keep going until they couldn’t work anymore.” Thorax didn’t want to say ‘dropped dead’. They might throw up all over this guy’s nice colorful buttons.

The man brought out a pen. He clicked it, making a note on the page in front of him. Thorax never listened in the ‘reading upside down’ lessons.

“And- and they made them build weapons. Some of those weapons were used to hurt their own friends. That’s not good, that’s very very bad.” Thorax added.

“We’re on the same page about that.” The man agreed. “Was there any-”

“And Colonel Lohman! That guy was a- and sorry about the language- a huge dick.” Thorax warned. “Bucky caught pneumonia-”

“You mean Sergeant Barnes?”

“Yeah, Bucky, and instead of giving him rest and a warm bowl of soup, Lohman beat him up with a shell casing the size of your leg. Broke his ribs! Then, he made him keep working through it! A bad guy, all around. Some of the prisoners and I made a plan to kill Lohman, and we did.”

The man raised an eyebrow, genuinely giving Thorax a lot more of his focus. “You engaged enemy soldiers in a plan to kill your colonel?”

“He was hurting people, Sir.” Thorax replied. “He’s never been any colonel of mine.”

The man stared at Thorax longer, eyes going a bit wide. He glanced at a nearby wall mirror. Oh, that’s something important too. Thorax couldn’t remember how at this exact moment but, it didn’t matter now.

“Dr Zola experimented on people. And- and I had a hand in that, Sir, and I’m very sorry. The ones unable to work usually went to him. I tried to get them out of the base, away from him, and I don’t know if any of it helped.” Thorax admitted. “A lot more still ended up with him. What he does to people, it’s not right. You don’t want to hear about it.”

“No, I can figure that out for myself.” The man said. He sighed, leaning back in his seat. “If you hated them, why did you work for them?”

Thorax winced. This technically had two different answers. For Thorax Stardust, and Theo Price. Each full of their own technicalities, and- “Family pressure.” And no, actually, they both boiled down to those same two words. Then he took a minute to think about it, to try and get any answers from the memories of Theo Price. “It- all the men back home should be honored to serve Germany, and bring glory to the homeland. I thought I wanted it too, until I saw what it did to innocent people.”

“You could’ve left.” The man said. “Why stay, instead of leaving with the soldiers you helped escape?”

“Because if I left, there would’ve been nobody left to help them out.” Thorax answered. “More prisoners would’ve come, and more prisoners would’ve died under Zola. I couldn’t leave anybody behind, not if I could help it.”

The man nodded, seeming to understand more than Thorax was willing to say. He turned pages in the folder. He pulled a map out, showing it to Thorax. He held out a pen.

“Note down the locations of any HYDRA bases you remember.” The man ordered. Thorax thought about the map in Zola’s office, then got to marking it. They’d been setting it on fire, so they got a good look at it. “During Captain America’s attack on your base, what were your exact movements?”

Thorax paused. Technically they were, at the start of it, as a fly on the wall. They didn’t exactly want to say that. “Bucky was- Sorry, Sergeant Barnes was with Dr Zola. He’d been there for days. I decided to fake his death so Zola wouldn’t care about him anymore. But as I did, alarms started going off. I figured that was as good a time as any to start beating up HYDRA soldiers.”

“Soldiers that you trained with, and fought with in HYDRA.” The man pointed out, like he was trying to convince somebody that Thorax was no good.

Thorax hated that implication. Humans did it all the time, a lot less than the ponies did. Ponies that Thorax actually hurt, as a changeling. Humans warned Morgan that they weren’t safe- as a partner, or as a parent. Thorax fought hard to convince everyone that their kindness was genuine. Morgan believed it- believed Thorax. “If they were gonna keep hurting people and not stand up for them, they were no comrades of mine.”

They had done it before, with the other changelings. Until they changed too, actually, and helped Equestria see that changeligns could be good. That they were good, and that they wanted to be good. Friendship mattered too.

They pushed the marked map forward. “Those are just bases and outposts, Sir. I’ve never been in those, so I don’t know anything about them. The only base I know about blew up last week.”

“Yes, we heard.” The man flipped more pages. “Here.”

He handed Thorax a handful of papers. Thorax took them. They’d been all typed up in English. Luckily, Theo Price knew how to read that.

Thorax read them. After a few sentences, they got the idea. He turned to the next one. And the next. And the next three. Thorax looked up at the man.

“They made it?” Thorax asked, their voice shaking.

The man nodded.

Thorax breathed out. Tears leaked out too, trickling down their cheeks. “Thank goodness.” They went back over the other sheets, checking over the reports.

The dozens of soldiers that got out, actually made it to this very camp. They were all in various stages of injury, still, many collapsed once they reached camp. They reported a HYDRA soldier got them out of the base, and that they didn’t know anything else. About him, the base, anything.

But they were alive.

Alive and free.

Thorax relaxed in the seat, tears on their cheeks. “Really, Sir, thank you.”

==TCD==

The soldiers let them out of the interrogation cell. Thorax, eyes red from tears and cheeks cleaner than ever, was allowed out for fresh air. A lot of soldiers gave them looks. Some scornful- expected. Some were surprised- less expected. A few confused them. Thorax used their emotion sensing abilities, tentative. They’d get a lot of negative feelings, it wouldn’t feel the greatest but Thorax needed to be sure.

They wanted to find good humans, please let there be good humans.

As Thorax reached out, a hand grabbed their shoulder. It dragged them away. Thorax tried to grip the hand, but it was tighter.

He got pushed into a tent. Thorax stumbled to their feet.

“You better be careful! I can- I can do stuff!” Thorax warned. They blinked, seeing the guy- or, actually, guys- that dragged them along.

Steve raised an eyebrow at them. “Yeah, I know the stuff.” He gave Thorax a once over. “Can all HYDRA do that?”

Thorax’s face flushed. “It- Uh. I was born with it?”

“So just you.”

Technically, all the other changelings at the hive could do it too. None of them were in HYDRA (thank the queen) which meant it was kinda just Thorax. Here. Alone. “Yeah. Just me.” They slumped down on a cot. The tent was full of just a few of those.

Thorax was all alone. Just them. Four months of being alone. They’re- they’re out though. No more HYDRA. If they got a cot like this, in a normal tent, they’d be able to sleep without worrying about the morning. No more sneaking around helping because they were the only one giving a care about living creatures!

Thorax was free, and still alone.

“They get this too?” Bucky held up the phone.

Thorax looked up at Bucky. “Did it buzz?” They’d been gone for days. She might’ve called him.

Bucky scrunched up his eyebrows, raising one. “No.”

“Is it a bomb?” Steve asked.

Bucky flipped the phone open. “Hre thought it was a bomb, but I remembered you talking into it.”

Thorax slumped their shoulders. What answers did they even want? Did they want Morgan to have called, or be happy they hadn’t missed it?

“Yeah. It’s-” They sighed. “It’s a communicator.”

Steve raised an eyebrow. “Communication with who?”

“My-” Thorax gulped. “My family.”

Steve and Bucky eyed the phone in Bucky’s hand. Steve kept up his questioning eyebrow, but Bucky instantly looked dubious.

“Your family- are they in Germany?” Bucky asked. “We can probably get them-”

“No. No they- they’re safe. I was the one in HYDRA. But I’m out.” It didn’t seem real to say it. Out. They’re out. That’s one step closer to seeing his family again. “I’m out. I’m out.”

Outside the tent, somebody shouted for Captain Rogers. Steve looked between the two of them, giving Bucky a significant look.

“Don’t do anything stupid.”

“How can I? You’re taking all the stupid with you.” Bucky replied. Steve walked out of the tent. Bucky took the spot across from a trembling Thorax. “Here.”

Thorax looked. Bucky held the phone out. Thorax took it back.

“Thank you. Thank you so much. I- I thought they’d break it if they got it.” Thorax admitted. The phone stayed quiet in their hand. They brushed their thumb on the caller ID block. “Then- then I couldn’t talk to her again.”

Bucky grinned. “You got a gal?”

“No, I got the gal.” Thorax smiled, instantly overtaken with four months of Morgan deprivation. “The smartest, prettiest, funniest gal that ever existed.”

“Is she safe?” Bucky asked.

Thorax sighed, giddy. “She can take out five guys without breaking a sweat.” It’s how they met. “She’s always safe. She’d knock you down for asking that.” I’ve been in more danger, and that means nobody around my Star was safe. She gets violent when stressed.

Bucky squeezed their shoulder. Thorax sighed, hiding the pained shudder. “She sounds like a keeper.”

“Yeah.” Fuck that sounded bad- all choked up and crying. Thorax swallowed down the tears. “Yeah she is.”

The phone buzzed in their hand.

Thorax gawked, quickly flipping it open. “Star?!”

“Honey?”

Thorax sighed happily into the phone. Bucky nodded, eyeing the tech with a curious delight. “Hey Star. I got out. I’m- I’m done with HYDRA.”

“That is so cool.” Bucky praised. He stood up, stepping to the side to give Thorax an idea of privacy.

“Yeah, it is. Captain America picked me up. It looks like I’m here for the long haul.” Thorax explained.

“Okay. Okay what do you need?” Morgan asked. Already so active and hyped, like she was full of Pinkie Pie’s sugar again. “I have reports from SSR about what Captain America did after his first attack-”

“I don’t need any of that, Star, I wanna hear about you.” Thorax told her.

“...I tried taking over Earth again?”

“Tried?” Thorax raised an eyebrow. Oh no. Oh nononono. Morgan was usually really good at avoiding global takeovers. Sure, she had moments of megalomania but usually they stopped when- when Thorax distracted her with their cuteness. Oh no!

“Darcy stopped me. Said I was going full megalomania, and that she’s contracted to kill me if I do that.”

“That’s-”

“Yeah, I don’t know what contract she’s talking about either. Maybe it’s that secret sibling one people keep telling me about.” Morgan mused. “Looking back, maybe my plan wasn’t the best, but I was stressed from- from obvious stuff. Like my husband-”

“Spouse.”

“-like my spouse being gone, and our kid living on the streets. We encouraged it, but still.”

“Sounds like you had a bad week.” Thorax tried to laugh, to make it a funny joke.

“Don’t. I love you. I love you but don’t.” Morgan warned, in a stern but loving voice. The way she’d scold their daughters when they fought. She sounded like she was about to cry, and it’s taking every part of her to hold it back. “Don’t do that. It’s not a contest, we don’t have to compare this. You had it worse. You had it worse, and it is okay to say that. You have been in Nazi Germany for four months. You had it worse.”

The words made a sickly feeling clench around their chest. Thorax wanted to ignore it, to pretend her week was really worse. “But I’m better now. I’m out. Things are going to be okay.”

“For a while. Then it’s going to get worse again.” Morgan warned. Thorax shivered at her voice. As she spoke, they stared down at their boots. “You’re not on guard all the time, you’re not worried about every person you’re talking to, and you’re going to be able to sleep a lot better. But you’re still going to doubt every conversation, still be worried and scared, and sometimes sleep is not gonna come as easy as you think.”

It sounded too possible, too clinically explaining. The words were clear and practically read off a report. She was Cop-Talking them. “Did your research tell you that?”

“Experience taught me that.” Morgan revealed. Thorax gawked. They’d known she suffered things in her past- stuff she never talked about. Hearing her describe it this way chilled them. “Do you have people there you can trust?”

“Yeah.”

“Not people Theo Price can trust. People that Thorax Stardust can trust.” Morgan insisted.

Thorax checked. Yep, Bucky was still at the tent flap. Steve was probably just reaching that meeting he’d been called for. “No, I- yeah. I do.”

“Keep them close. Really close. Close enough that they’ll be able to notice when you go down.” Morgan advised them. Thorax soaked in her every word. “I promise to take care of your wife. I’m going to keep her well fed, well rested, make sure she has people around her to make her feel loved and safe. Keep her from taking over a planet. But on one condition.”

“Name it.” She barely finished speaking before Thorax replied. If she asked for it, Thorax wanted to deliver it. She’s offering to care for herself on their behalf, and by the Queen they needed that more than anything. Whatever she asked, no matter how awkward it would be worth it. Morgan always held up her end of bargains.

“You keep my spouse just as safe. You make sure my spouse is well fed. You make sure they are well rested. You make sure my spouse is well loved. I will not let you hurt my spouse. After what they have been through, they deserve love and care. Can you do that?”

“Okay. Yeah. That’s- I can do that.”

“Good. I want to hear more about it the next time I call. Whenever that ends up being for you, expect this call. I will know if you don’t.”

“I promise. I’ll- I’ll stay safe. I’ll treat them- me, right. I’ll treat me right.” Thorax promised. The words exhausted them, like they just ran a long marathon. But the joy pulled them up. She was gonna care for herself- on their behalf. If Thorax did it for himself, she’d do it too. That’s a deal they would make a thousand times. “I love you.”

“I love you too. I love you so much. Fuck, being away from you is gonna suck.” Morgan grunted. Even her annoyed tone was cute.

“Yeah.” This all sucked. Every part of it sucked. “I’ll be home soon, okay?”

“It- I- yeah. Yeah you will.” Morgan tried to hide a sniffle.

Thorax never wanted a hug more in their life. “I love you.”

“Love you too. I’m gonna go- I don’t know, maybe watch a movie.”

The call ended.

Thorax couldn’t wait to hear about the movie. Watching movies with Morgan was never boring. Either she picked apart each and every scene for clues and details, or she poked endless fun, or spent it all answering Thorax’s questions. Or cuddled at Thorax’s side like they were the comfiest pillow, or kiss their cheek because she just wanted to, or- or-

They might’ve been crying again.

“Hey.”

Thorax sniffled. They wiped tears off their face, wiping their hands on their SSR issued clothes. “H-hey.”

Bucky squeezed their shoulder. Thorax let out a long, low breath that ended in a sob.

“We’ll get you back.” Bucky promised. “Me and Steve, we’ll help you.”

Thorax could only nod. They wanted that help, yeah, cause they wanted to be with her.

“I’m good at getting people out of rough spots.” Bucky said. “Steve? Used to get into fights in back alleys all the time. I dragged him out of more fights than anybody that size had a right to start. Last time I left him alone, he invaded a HYDRA base.”

Thorax sniffled again. They managed to get words out, somehow. “He got out though.”

“Yeah, cause I was there.” Bucky pointed out. Thorax snorted. Bucky grinned just that little bit brighter. “And you too. You got us the rest of the way out. What did you- you change into? A moose?”

Thorax blushed. “That’s what I look like.”

Your green face is cuter, Morgan said.

“...are you an alien?”

“Maybe?” Thorax replied. “I don’t feel like an alien. Just a shapeshifter.”

“What else can you change into?” Bucky asked, blue eyes lit up in wonder.

Thorax glanced at the tent flap. With Bucky watching, Thorax let the change come. Green flames covered their body. Bucky flinched back. He relaxed when he saw none of the flames burned anything. Thorax finished the change, smirking at Bucky with his own face.

Bucky stared.

Thorax shifted again. This time, Steve smirked at Bucky. “Hi. I’m Captain America, I’m really good at almost dying until my friend, Bucky, comes to save me!”

Bucky burst out laughing. Thorax shifted back to Theo Price. They smiled watching Bucky laugh.

“I could turn into that ‘moose’, but this tent is small.” Thorax admitted.

Bucky’s laughter cooled down. Still, he smiled at Thorax. “Yeah, probably shouldn’t break it. The others already don’t fully get you yet.”

Thorax paled, but quickly reminded themself it’s natural. Thorax spent months with the enemy. Distrust made sense. “Yeah.” Back to the phone, thinking about Morgan’s trust filled grin.

“Let’s see if we can fix that.” Bucky stood up. He patted Thorax on the arm. “Come on, let’s go get drunk.”

Okay, now Thorax paled with a whole new kind of concern. “I- I-”

Bucky stopped taking complaints. He grabbed Thorax’s hand, dragging them out. Thorax tucked the phone in their pants. “Come on! We’ll all bond, and shit.”

“R-right. Totally!”

Thorax was in trouble.

==TCD==

Thorax hiccuped. They tried to focus on the drink in their hands, but it kept buzzing away. No matter how many times Thorax blinked! Poof! Gone! Vini- veni- the ‘not there anymore’ word.

Not like how they left HYDRA! That’s a different one. Two words that meant the same thing but different. Maybe. Sorta. What’s the word?

“Vanished.”

Thorax stared at Bucky. Could Bucky read minds?

Bucky snorted. He patted Thorax’s back. “No, bud, I can’t.”

Oh. That makes sense. Thorax looked at the other soldiers around. One of them read their mind.

DumDum barked out a laugh. He slapped the back of Gabe. He pointed at Thorax. “For a Fritz, you’re funny!” He turned to Bucky. “Why’d they keep him locked up for so long?”

Thorax didn’t know. They sipped their drink. It still didn’t taste like apples. They liked apple drinks.

“Cause he was HYDRA-” Jim reminded them.

DumDum scoffed, waving his hand. “He ain’t no HYDRA. Nobody HYDRA goon would be this fun!” DumDum drank. “Need a refill, Fritz?”

Their name was not Fritz. It was- it was- hey did they always have two right hands?

The whole table went up with laughs.

Thorax couldn’t keep time good. One second, they held a mostly empty mug of beer. They blinked- or it felt like a blink- to see a new full mug in their hand. That’s weird. Does this one taste like apples?

“No it doesn’t.” Falsworth patted Thorax on the back.

Thorax pouted. Still, they drank some. But not too much. They didn’t want to get drunk.

The other guys snickered and snorted.

Thorax blinked again. When their eyes opened, Steve was there. Talking. Yep. Words definitely came out of his mouth. Good words. Good, normal words.

“So, let’s get this straight.” DumDum spoke.

“We barely got out of there alive, and you want us to go back?” Gabe asked.

Steve shrugged, still smiling warmly. “Pretty much.”

Falsworth thought about it. “Sounds rather fun, actually.”

Morita burped. “I’m in.”

Gabe leaned to Dernier. The two exchanged quick, fast French words. Thorax stood no chance. Dernier laughed, grabbing Gabe’s hand to shake. “We’re in.”

“Hell, I’ll always fight. But you got to do one thing for me.” DumDum said.

“What’s that?” Steve replied.

“Open a tab, and get Price another drink.” DumDum asked.

Steve looked at Thorax.

Their head felt funny.

Steve grinned. “And you, Price?”

Thorax did not want another drink. DumDum did.

“No, do you want to fight HYDRA?” Steve asked. “With us?”

Thorax made themself consider it. Their thoughts were all over the place, even outside their head. They braced themself, forcing all the thoughts to stay inside.

They wanted to go home. Still, that’s a long way away. And if they fought HYDRA, that’s more people safe. People like these guys, safe from the HYDRA bullies.

Thorax pushed their drink to DumDum. They focused, making the words come from the mouth. “I wanna...hurt...bullies.”

Steve grinned, but it wasn’t the same as before. Happy, definitely, Thorax felt that. But there was something sad, and proud inside of Steve. Surprised too.

Oh dear. Thorax’s feeling powers were out. Before they could reflexively pulled back, Thorax realized nothing was wrong. All they felt was joy. Love, around them all. The love between brothers.

The thought hit Thorax in the chest. Or maybe that was DumDum, slamming a heavy hand on their back. These guys, these were people to trust. They were good people that’ll catch Thorax when they were down. Like Morgan told him about.

Jim chuckled. “Well, that was easy.”

Steve nodded, walking off to the bar. Thorax watched him go and meet Bucky.

Yeah. It was easy. Making new friends was easier here, because these guys were good. Thorax wanted good friends.

Thorax missed their family. Not their brother, that guy was an asshole. They missed everyone else. If getting them back meant beating up bullies, Thorax definitely would do it.

Right after a little nap. A nap sounded good. They promised Morgan they’d have naps.

Author's Note

Thorax is a lightweight. I cannot be convinced otherwise. Look at Thorax in the show, he’s got ‘lightweight’ all over him. Plus these are probably hard drinks that’re made for soldiers. Thorax stood no chance.
What did y’all think of this? Leave a comment please!

American Sarcasm Again

He woke up in a cell. Warm, and dressed down to his basics. A basic steel bed, no pillow or blanket. His old cell, from when he arrived at base camp.

He kicked the wall. It knocked him back on his ass.

Thorax wanted to turn into a big, ferocious bear. He wanted to be a monster that could tear the building apart. Maybe even be a fucking squid and beat up Schmidt as his own mascot.

Bucky Barnes fell, and Thorax failed to stop it.

==TCD==

It took hours for someone to notice him. Not that Thorax cared for guests right now. He barely cared for any of them.

They pushed open the door.

Thorax stayed still. What’s the point of turning to them? He could barely get out of this steel bed.

“You abandoned your post, Price.” Ah, Colonel Phillips stopped by. That’s not reassuring at all. “Wanna tell me why?”

“They were gonna hurt Bucky.” Thorax replied. “I wasn’t gonna let them hurt him again. Or Steve.”

“You disobeyed orders, jumped on that train, to save your men?”

“Yes sir.”

“Some can say you left to protect Zola. Your old commander.”

Thorax normally wanted to growl at the mention of that scientist. The one that tortured Bucky, and all those other innocent humans. “He eat his suicide pill yet?” He sniffled, brushing his sleeve over his cheek. “I don’t remember anything else about his lab. Sorry Colonel.”

“He hasn’t.”

Thorax flipped around. He sat up, gawking at Colonel Phillips. “What?”

“Arnim Zola is in our custody.” Phillips said. “Jones and Rogers completed the mission.”

His fists curled up. He missed having hooves. “What are you doing to Zola?”

“Right now? Leaving him alone. He could use the space.” Phillip walked closer to Thorax. Thorax stiffened, but otherwise stayed still. “You got a suggestion?”

“Beat him up?”

“See, the Germans probably approve of that kind of treatment for their prisoners. Us in the Allied Forces have this thing called ‘ethics’.” Phillip remarked.

“That’s for humans.” Thorax countered. “Arnim Zola isn’t a human. Nobody human could do those things to another person. He enjoyed it- I know he did, cause he used to go on these rants about the new wonders of science discovered from their corpses. He used to get upset when they died, because he didn’t get to do all the experiments he wanted. Okay? He wanted to hurt them. Hurt them so bad they never got better. We’re not alive to him, we’re just- just lab rats that he hasn’t used yet. You can’t trust a person like that. You can’t treat a person like that as a person at all!”

Phillips hummed. “Tell me how you really feel, Private.”

“I- I did? Colonel, sir. That’s how I really feel.” Phillips stared at him flatly. “Oh. American sarcasm again.”

“It’s not looking good for you. No matter your intentions, you still broke protocol and ignored direct orders. That means reassignment.” Phillips instructed.

Thorax gulped, but nodded.

“You’re being assigned to a task force.” Phillips explained. “Commanded by an officer that you’ll actually listen to. Captain America.”

Thorax widened his eyes.

“He’s forming a special force to take out HYDRA head on. He plans to take his task force to Johann Schimdt directly. The mission briefing is in twenty minutes. I trust you can find the way?” Phillips asked.

Thorax nodded.

“Still hate HYDRA, Price? Now’s the time to prove it.”

“I will, Colonel. I swear I will.” Thorax stood upright. He saluted Colonel Phillips.

Phillips nodded. “At ease.” Thorax obeyed. “Now get out of my face.”

Thorax beamed. He rushed past the Colonel into the hall. He needed to get ready for the mission briefing.

==TCD==

He couldn’t find his stuff. Reportedly, it’d all been boxed up and stuffed away in storage. His phone was somewhere in that mess. He’d appreciate having that back. Nobody allowed it, not until after the briefing.

The whole base gathered for this meeting. The main team sat around a large round table, Colonel Phillips stood by a large bulletin board, and Agent Carter sat beside Steve. Thorax took the last seat left.

DumDum gave him a long, odd stare. Falsworth elbowed him. DumDum elbowed him back. A look from Agent Carter shut them both up.

In their defense, Thorax did change into an eagle in front of them. It’s a very strange sight to see your teammate turn into the national creature of another country. He assumed, anyway. He always thought it was weird to see his fellow changeling disguised as ponies.

“Johann Schmidt belongs in a bug house. He thinks he’s a god. He’s willing to blow half the world prove it, starting with the U.S.A.” Phillips reported to the group.

“Schmidt’s working with powers beyond our capabilities.” Howard Stark warned. “He gets across the Atlantic, he will wipe out the entire eastern sea board in an hour.”

“How much time we got?” Jones asked.

“According to my new best friend, twenty four hours.” Thorax grimaced at the idea of Zola being anybody’s friend. “Hydra’s last base is here.” He held up a picture of a mountain range. “In the Alps. Five hundred feet below the surface.”

“So, what are we supposed to do?” Morita asked. The team turned to him. “I mean, it’s not like we can just knock on the front door.”

“Why not?” Steve asked. “That’s exactly what we’re gonna do.”

“Haha, oh Steve. I finally get the American sarcasm.” Thorax laughed. Everyone looked at him. Some were clearly smiling while others were poorly hiding them. “I still don’t get American sarcasm, do I?”

DumDum patted his back. He was pushed forward in his chair, nearly knocked out of it. The team just laughed.

Defeating The Squid

The front man was Steve. He led the charge. The others waited on a nearby hill. Steve would distract the HYDRA agents by having their whole attention. That meant the Howling Commandos could advance without any notice.

Thorax strapped himself onto a zipline. Dugan patted him on the back.

“You an alien?” Dugan asked. The others groaned.

Thorax paused. “Kinda.”

Dugan smirked. “Could ya shapeshift into the colonel?”

That’s another point to Morgan. “I don’t want to.” Dugan chuckled. “He’d find out!”

“It’d be funny though!” Dugan excused.

Thorax huffed.

Falsworth whistled. That’s the signal. Thorax leapt down. The cold wind was already blowing strong, but as he fell through it everything came even faster.

They smashed through the window of the HYDRA office. His fellow commandos shot at HYDRA agents. Thorax charged in, grabbing the shield.

“You!” Red Skull growled.

Thorax threw the shield at Steve. “Heads up!”

Steve grabbed it. “Thanks!”

Red Skull ran. Steve and Thorax chased him.

==TCD==

Red Skull started shooting back at them. The Tesseract powered weapon fired at the walls, missing them. Fellow soldiers came in. Thorax pulled them aside, doing his best to save his team.

Steve went back to chasing him. Red Skull turned a corner. Steve threw the shield. It bumped around the corner, making a loud metallic clang down the way. The two men chased.

A HYDRA soldier stepped out from the corner. He held up two large flame throwers. Steve dived behind a door. Thorax shifted into a tiny rat, falling to the ground. He rushed ahead and behind the HYDRA agent. He turned into his natural form, kicking the HYDRA agent in the head.

Gunshots came up from down the hallway. Thorax shifted back into a person. Steve stepped out. The HYDRA agent was on fire, down on the ground.

Steve hummed. “Does your gal think that’s weird?”

Thorax stared down at the body. “She’s into it.”

Steve was saved from answering by Peggy Carter. She led the charge of more soldiers coming round the way. He walked past Thorax to meet her.

Peggy locked eyes with Steve. He ignored the other soldiers, keeping his focus down on her. Staring at her like none of this mattered, like it was just her, because to him it’s probably true. For that one shining moment, the other person on planet Earth was Peggy Carter.

It seemed he came to a conclusion fast. That wouldn’t have happened to Thorax. Thorax, personally, would keep staring at his wife until his wife decided to move. Steve decided to say something else.

“You’re late.”

Peggy took that with grace. If Morgan said that to Thorax, he might start crying. From joy, anyway, but still crying. “Weren’t you about to-”

“Right.” Steve went off running. Thorax joined him. He needed to. HYDRA needed to be stopped. He shifted into a fly.

The shield had kept the doorway open. Steve pulled it out. He stepped in before the doors shut.

Thorax shifted back into a person again. Steve sighed. “You don’t have somewhere else to be?”

“Somebody needs to have your back.” Thorax changed into Steve. “Turns out I’m equipped for that.”

Steve shook his head. The two got back to running.

Red Skull had entered his ship. More allied soldiers shot at the HYDRA agents meant to help him fly. The ship flew off alone.

Steve grunted. Thorax turned back. The Colonel and Peggy Carter drove up in the Red Skull’s car.

“Get in!” Colonel Phillips commanded.

Thorax hopped on the car. Peggy scooted over to make room. The Colonel got back to driving. The plane got faster so the Colonel got creative. He pressed a button on the car. It made the car zoom. They caught up to the plane but there wasn’t a lot of time to board.

Steve climbed up. “Keep it steady!” Steve ordered. Thorax gripped the sides of the car, wincing.

“What? Not gonna shift?” The Colonel asked.

Thorax groaned. If he survived, he’s gonna prank DumDum so hard. “I hate DumDum.”

“Can Schmidt do it too?” Phillips asked.

“Nope.” Thorax sat up, steadily rising. “I was born with it. It’s just me. Let’s stop the car and talk about it!”

“Wait!” Peggy reached up. She grabbed Steve by the arm, bringing him back. “Go get him.” She pulled him in for a kiss.

He missed Morgan. He missed her for so long. It’s been a year. Thorax wanted her back. They should’ve been celebrating in New York. Thorax would’ve been dragged around the city, seeing familiar sights but in a new context. They’d be watching Lilac in her ‘secret life’. Thorax could be shapeshifting into a cat to sit in her lap while she worked. They could’ve been a real couple.

Thorax turned to the Colonel.

“I’m not kissin’ you!” The Colonel told him.

“You aren’t my type but thanks!” Thorax started climbing up to the ship. “I’ll talk to my wife about it!”

“You got any more surprises, Fritz?” Phillips yelled. Yes, Steve and Peggy were still kissing.

Thorax grinned. “Nope!” He shifted into Theo Price, but with longer arms. He grabbed the plane, swinging onto it.

Steve followed him. Thorax turned back into Theo.

The plane took off.

==TCD==

The wheels began ascending back into the plane. Theo shifted into a monkey, climbing up. Steve hopped after him. The plane came with a lower deck, so they could walk around. It’s clear what the other HYDRA men were for now.

Bombs. A handful of huge, people sized bombs. Thorax wasn’t good at math, not super good anyway. He did know that dropping bombs that big from this high in the sky was bad.

They came with labels. Boston, Chicago. Thorax stopped. One said ‘New York’.

That’s their city. His and Morgan’s. On his planet, they had their own version of New York called Manehattan. He and his wife worked there, building a community of peace for his people. Lilac stayed there for training. Their latest adopted daughter, Vanilla Cookie, lived there before moving in. He and Morgan loved living in that city. In the human world, he learned more about human cruelty than anywhere but also learned the complete human spectrum of love.

He saw riots over police violence, even marched in them sometimes. Thorax danced as a woman in the pride parades. Morgan endlessly praised the city. The memories of it are all full of her.

70 years in the future, she’s in it. She’s building a tower for them to live in. For them, and their kids. His eldest daughter is in that city.

And Red Skull wanted to bomb it.

Thorax, reasonably, lost his shit.

Steve tried getting his attention. It failed. HYDRA agents advanced. Steve prepared to fight.

Thorax was faster. He shifted again to a creature nonexistent on this planet. A big, hulking creature shaped like a bear but colored like a bumblebee. Large insect wings, striped carapace of black and white, a large stinger, antennae, all of it. The only things bear-like were the enormous claws.

Five HYDRA soldiers advanced on them.

Thorax slashed and hacked at all of them. Their blood and guts splattering all over the metal walkways and bombs. Limbs fell in chunks. Their heads bounced down the ways like pinballs.

Thorax stood in the carnage, panting in animalistic rage.

“Price!” Steve shouted.

Thorax roared in his face.

“PRICE!” Steve tried again.

It made him growl. Thorax wanted to hurt- to hurt anyone that tried anything. He wouldn’t let anyone hurt his family. Not now. Not ever. Never again.

“HEY!” Steve pointed up the way. “WE NEED TO GO!”

Go? Yes. Go. The Red Skull was still here. He’s still flying the plane. The bombs didn’t need to fall from the plane if Red Skull drove straight into it.

Thorax growled. He shifted back into himself. He still growled.

“We gotta-”

“She lives there.” Thorax hissed. He pointed with a hoof to the New York labeled bomb. “It- she’s there.”

Steve nodded at him. He glanced at the bomb. His face tightened, falling again. “We’re still stopping the plane.”

“Good.” Thorax galloped past. “What stopped you?” He reached the door. He tried opening it, but it wasn’t made for his hooves. “Stupid- thing- work!”

“Price?” Steve spoke up.

Thorax whirled around. “What?”

Steve held up his hand.

Thorax checked the door, then his hoof. “Oh.”

No laughter. No snorts or chortles. Just a sad, understanding silence.

“Thought she was German.” Steve admitted.

Thorax shifted back into Theo.

Thorax stormed off.

==TCD==

They snuck into the cockpit. The Tesseract sat in a chamber, powering the ship. Nobody was piloting it.

A noise came from behind. Thorax whirled around, summoning a magic shield. A wall of translucent blue popped up between himself and the Red Skull.

“You. I remember you.” The Red Skull sneered. “You were Zola’s man.”

Thorax clenched his jaw. The shield stayed up. “I was NOTHING for Zola!”

The Red Skull only laughed. “And yet, you stand here. Elevated! A god among men! You stand among fools!”

“If killing people is how you become a god, then I don’t want it!” Thorax dropped the shield. He rushed forward.

Red Skull fired. Thorax got the shield up in time, barely. It sent him flying back. He collided with a nearby pillar. Steve advanced.

“You don’t give up, do you?” Red Skull sneered.

“Nope!” Steve threw a punch.

Thorax braced himself. He grabbed the large device, holding it to steady himself. Steve and Red Skull continued fighting. Thorax breathed in, smelling the splatters of blood on his armor. He exhaled, gagging on it. He hadn’t quite thought this through.

“You could have the power of the gods! Yet you wear a flag on your chest and think you fight a battle of nations!” Red Skull yelled. “I have seen the future, Captain! There are no flags!”

“Not my future!” Steve snapped.

He threw the shield. It hit Red Skull. The man was thrown back onto Thorax. The two were thrown against the Tesseract container.

It started to open. Thorax shifted his body. Human, still, but a little more super. He grabbed Red Skull by the collar, slamming him onto the ground. Thorax punched him in the face.

Red Skull punched back. It rolled them over. “What have you done?!” He shouted. He shoved himself off Thorax, rushing to the Tesseract.

Thorax tried to grab him. It’s too late. Red Skull grabbed the blue cube.

The man screamed. The Tesseract glowed. Bright, brighter than Thorax’s magic. Sparks of lightning began firing from it.

A spark shot up to the ceiling. A crack appeared. It opened wide, revealing the deep expanse of space. Red Skull began to dissolve, floating up into the crack. He screamed all the while. The Tesseract fell to the ground.

Steve rushed to the pilot seat. Thorax shot up, running to his side.

“Can you fly a plane?” Thorax asked.

“No. How hard can it be?” Steve countered. He stared at the controls.

“Harder or easier than the motorcycle?”

“Probably a lot harder.” Steve tried looking again. “It’s all in German. Can you read it?”

Thorax leaned in. He could read it, yes. Except. Well. “I don’t know what any of this means.”

Steve grabbed the radio. “Come in. This is Steve Rogers. Do you read me?”

An immediate reply. “Steve, is that you? Are you alright?”

“Peggy! Schmidt’s dead. Price and I are all that’s left.” Steve reported.

“What about the plane?”

“That’s a little bit tougher to explain.” Steve replied.

Thorax checked the other controls. No warnings or readings, just an image of the plane and the bombs. All armed and ready. Their current directions pointed them right at New York. “Steve.”

Steve looked at it. He gripped tighter to the steering, trying and failing to move the ship.

“Give me your coordinates, I’ll find you a safe landing site.”

“There’s not going to be a safe landing. But I can try and force it down.” Steve warned her.

“I’ll get Howard on the line, he’ll know what to do.” Peggy tried.

“There’s not enough time. This thing’s moving too fast and it’s heading for New York.” Steve warned. He looked at Thorax. “I gotta put her in the water.”

Thorax gulped. He nodded. It’s the only way out. He knew that. The movie ending, for one. The other? He can’t stand putting his wife in any jeopardy. She’s not in that city now. It’s something she loved. A city that came with her happy memories. Thorax won’t let any HYDRA crew hurt that city.

If it meant he froze in the crashing ship? Then that’s just what happens.

“Please, don’t do this. We have time. We can work it out.” Peggy tried. But all the other solutions were pointless, and she had to know that.

“Right now we’re in the middle of nowhere. If I wait any longer a lot of people are gonna die. Peggy, this is my choice.” Steve pushed the steering. The ship tilted forward. Thorax braced himself on the control panel. “Price?”

“Yeah Steve?”

“Sorry. About your gal.” Steve said.

Thorax shook his head. “Nah. We’re saving her. That’s okay.” He reached into his pocket, squeezing the phone. It stayed quiet and silent.

Thorax closed his eyes, thinking about her.

“Peggy?” Steve asked.

“I’m here.”

For so long, her hair was blue and silver. Now it’s black. He loves her curls. Long, short, whichever. Just seeing those curls made him smile. Her hair was always so soft.

“I’m gonna need a rain check on that dance.”

“Alright. A week, next Saturday, at the Stork Club.”

“You got it.”

Her eyes were always the same. This bright shade of amber, like sunshine. It’s gold. She laughed and they lit up the room. She’s angry? Lights up the room. Sad? Well that makes the room dark, but then he comes to her side and those eyes lighten.

“Eight o’clock on the dot. Don’t you dare be late! Understood?”

Morgan always saw him. Not a changeling, not a soldier, but the real Thorax. His phone buzzed. Morgan liked his terrible puns. He missed telling her bad puns. Wait what. His phone did what?

“You know, I still don’t know how to dance.”

“I’ll show you how. Just be there.”

“You’ll have the band play somethin’ slow. I’d hate to step on your-”

His phone. His phone, it buzz-

Author's Note

==TCD==

Just finished Secret Invasion and I have Thoughts(™). How dare. How dare you. I could’ve had Loki season 2 but instead I got Secret Invasion. It’s fine, whatever. It would’ve made more sense for Loki and then SI because Antman had a Loki pcs, and the Marvels has Nick Fury, but no. Sure. Mix it up. Whatever. It’s fine.
Oh and one chapter left before the Avengers. I promise to make it sad- I mean happy. Yes. That is what I meant the first time. Definitely. You can’t prove otherwise.