While I was watching Captain America I saw a familiar face. Doctor Who's own impossible girl, Clara Oswald. This set up for the perfect opportunity for a crossover. So here is my take on how it would have been if it was actually Clara that met Bucky and Steve at the Stark Expo in 1943. Read and review please. Enjoy :)

Disclaimer: I don't own Marvel's Captain America or BBC's Doctor Who.

The TARDIS hummed softly, finally landing, after being tossed about through time. Flop. The Doctor quizzically looked up from the console, listening to the sound of cloth being thrown about. Following the sound, the Doctor made his way to a gigantic room, three stories high, filled with clothing. A plucky young brunette was found on the second floor shuffling through the racks.

"Oswin…what are you doing?" The Doctor inquired, loudly. Startled, Clara Oswald turned briskly.

"We are going to be in the 1940's, correct? Can't be walking 'round in skinny jeans and wellies," she crisply answered, with her arms motioning to her 21st century outfit. "I need to find something to help me fit in."

The Doctor stared at her, pouting and shortly pivoting towards her and the door. Finally he sighed and stomped up the latter.

"Fine!" He jumped next to her and scanned the rack of clothing. "You will need something plain and without pleats due to rationing…" he trailed off as he continued down the row of many dresses. He stopped abruptly and threw a cream-colored dress at her with a matching jumper with embroidered flowers. She caught the clothing with ease and grinned.

"Satisfied?" he huffed. Clara gave him a sly smile and replied, "Well, I do need a purse and some shoes."

"Women," he scoffed privately, as he went to scrounge up the desired accessories.

Clara stood proudly as she presented herself to the Doctor, spinning around dramatically for extra effect. The Doctor rolled his eyes and smiled at her.

"So, where exactly are we?" Clara inquired.

"America, 1943. The Stark Expo is today. In a couple hours to be exact. Should be exciting," he grinned, and wiggling his eyebrows, exclaimed, "Let's go!"

Clara ran out of the TARDIS after him into 1943 New York City. Clara stepped out onto a slightly busy street and looked up, amazed. She was caught in awe, gazing at older styled buildings of New York. In the distance she could even see a finished Empire State building.

"Ever been?" asked the Doctor.

"No," she breathed out. "I mean I watched movies and things with it, but wow. It's beautiful."

The Doctor and Clara set off, arms linked together, down the busy street of New York. While they continued down the street, walking nowhere in particular, something caught Clara's eye. A movie poster of Casablanca rested in a display case outside of a movie theater. Clara stopped abruptly and studied the poster. She blissfully remembered watching the movie for the first time with her parents.

"Doctor! Look!" Clara turned to find a moving crowd with no Doctor. Panic seeped in, freezing Clara in her place. Hastily scanning the crowd, Clara stepped back, pressing into the building. Her eyes widened as her breath came in short and hysteric gasps.

"What do I do? I don't know where I am. Where is the Doctor?" she timidly whimpered to herself. She stopped, closed her eyes and inhaled deeply. When she reopened her eyes, she determinedly pushed off the theater and strutted in the direction the Doctor and herself were walking in. She made it to a stop at a busy intersection. Her brow furrowed with frustration as she looked down both roads in search of the Doctor. She almost started to walk out to cross the street when a strong pair of hands pulled her back.

"Whoa! The light hasn't changed yet. You got a death wish miss?"

Startled, she turned to face a handsome stranger in army dress. Then realizing what she almost did, she flushed in embarrassment.

"No, sorry. I must have dazed out."

He chuckled slightly and smiled down at her. "Where are you going that's put you all out of sorts?"

"If I may ask," he added quickly. Clara paused, racking her brain quickly for an answer.

"The Stark Expo," she replied, remembering the conversation with the Doctor when they first arrived. "But I'm a bit lost." The handsome stranger combed a hand through his dark brown hair and smirked.

"Well, I happen to be going in that direction. Perhaps I could escort you there, miss…?"

"Clara Oswald," she beamed up to him.

"Miss Clara Oswald," he repeated, returning a smile. "I am Sergeant James Barnes of the 107th infantry, but you can call me Bucky," he winked. Clara blushed.

"Bucky," she tested out the name. "Don't suppose we should get a move on then?"

He nodded and held out his arm to her. She gingerly placed her arm around his and followed his lead toward the expo.

As they reached their destination, Bucky veered off slightly toward another girl with blonde hair. Clara quizzically looked up at Bucky.

"This is Bonnie. I'll be back really quick, I need to go get my friend."

"Oh, alright," she mumbled as he stopped her next to the other woman and took off, back into the crowd.

After a few minutes of awkward conversation with Bonnie Coleman, Clara spotted Bucky with a small, sickly looking man.

"Hey Bucky!" Clara waved him over. Bucky grinned and returned the wave.

As they grew closer, she noticed that the skinny man walked a few paces behind Bucky while he nervously plucked at the bottom of his jacket. The man was introduced as Steve Rogers, Bucky's best friend. Steve smiled politely at the girls but kept his gaze averted. Clara returned the smile, almost with pity. Bucky lead the group through the Modern Marvels Pavilion, stopping occasionally so they could look at the exhibits on display. Clara studied the inventions with a mocking interest, knowing full well what the future would be like. She turned her head to see Steve behind the group looking at other displays on his own, due to Bonnie being at her side, stealing lustful glances toward Bucky. Clara frowned at the perky blonde but bit the inside of her lip to prevent her from saying anything rude.

Lights shifted and it was announced that Howard Stark would soon grace the stage.

"Oh my God. It's starting!" Clara excitedly tugged Bucky and Bonnie closer to the stage to get a closer look. Steve slowly followed after them in disinterest.

"Ladies and gentlemen! Mr. Howard Stark!" A woman announced, as Howard swaggered to the stage and kissed the announcer. He went to explain how cars would soon be without wheels and hover toward the future. Clara scoffed at the idea at first but was soon amazed when the wheels came off and the car began to hover. However, the car started to spark and suddenly dropped. Clara laughed, but was still in awe that the man was actually able to create a hover car, even for just a moment.

"I did say a few years didn't I?" Mr. Stark laughed nervously and gave out a winning smile.

"Hey Steve, why don't we treat these girls to…" Bucky trailed off as he turned to find Steve was nowhere in sight. "Damn," he muttered as he noticed Steve standing in front of the Armed Services Recruitment Center. Clara gave a worried glance toward Bucky and followed him as he stalked off towards his friend. Clara tentatively observed Bucky arguing with Steve from a distance. She studied Steve and tried hard to remember why the small man looked so familiar. The answer was on the tip of her tongue but her train of thought was interrupted by a rude sigh from Bonnie.

"How is it I get stuck with the twig?" she muttered angrily as she picked at her nails. Getting sick of the girl's attitude, Clara called out to Bucky, "Hey Sarge! Are we going dancing?"

"Yes we are!" he called out in return. He briefly turned to say a goodbye to Steve and saluted before returning to the girls.

"Come on girls, they're playing our song," he said, while wrapping his arm around Clara. She smiled at him and looked back at Steve for a moment before finally walking towards the music.

After a few songs Clara stopped Bucky to talk.

"What is it doll?" he looked worried.

"I actually came here to meet a friend," she let out while still touching his arm.

"Well, where is she? We will go find her and have some more fun," he smirked.

"No, it's more of a 'he'. Sorry Bucky, but I need to get back to him. We are traveling together."

"Is he your man? I don't see a ring," he stated, pulling her left hand towards him, trying to keep the conversation light. She smiled sheepishly.

"No, he's just a friend. It was lovely meeting you James Barnes. Thank you for taking me here," she shook his hand and turned to leave.

"Do you think I will see you again?" he asked, pulling her back by the hand.

"I don't know. It's possible. Goodbye."

Clara eventually found the Doctor and they both returned to the TARDIS after she explained her mini- adventure.

"I still can't put my finger on why that bloke looked so familiar," she confessed, walking inside the police box.

"What was his name again?" the Doctor inquired lightly.

"Steve Rogers. He was a skinny little thing. Poor guy looks like he would break in half if you pinched him."

The Doctor started outright laughing. Holding his sides as he let out a boisterous chortle. Clara flushed as she stared at him wide eyed.

"What? What did I say?"

"You just said that you could break Captain America if you pinched him! HAHAHAHAHA!"

"Captain America?! No way! He was too small!" she shouted in shock. The Doctor stifled his giggles as he brought up some images on the small screen connected to the console. They were all of Steve Rogers. Both as the skinny kid she met and the super soldier she recognized.

"It was called the Super Soldier Program. He was picked because he had heart and brains. They gave him the rest," the Doctor smiled softly. Clara frowned.

"He looked so shy," she whispered to herself.

"So!" the Doctor clapped his hands together and rubbed them. "Where to next?"

Clara beamed at the Doctor as he ran around the TARDIS console, spouting out random exotic places to explore. The Doctor spun around, moving controls and pushing buttons. Then off they went.