A/N:

So I was playing on tumblr and one of my favorite bloggers reblogged a post of some wonderful steampunk masquerade masks, and requested a fic in the tags. I am rather partial to crazycat9449 and it sounded fun, so I thought I would give it a go. So thank you for the idea.

This is most definitely a throw back. It could have happened somewhere between 2.07 and 2.09 before the only things we knew were angst and pain. There are vague references towards spoilers. Mostly it is just a spot of fun.

Additional thank yous to Greyella and Uniquely Named for filling in a few prompt gaps, even though they don't belong to the fandom (yet).

The mature rating is well earned, so please be of age and not offended by two women being intimate.

When she left South Dakota with Pete at her side just a few days ago, Myka would have never expected to be dressed to the nines in Venice. When the ping came in for Amelia Earhart's goggles, she had been thrilled. In addition to the day to day excitement of working in the "endless wonder," she loved historical artifacts connected to prominent women. The goggles had been surfacing throughout Europe at costume parties. While they likely appeared like the perfect accessory to the victims, but when worn caused the wearer to believe they could see the dead or other worlds resulting in numerous violently ended elite parties.

Artie dispatched his two agents to track down the artifact and bag it, but before their plane even touched down in Heathrow another major ping came through. And so in London Myka and Pete split up. Myka followed the goggles through northern Italy towards Venice, while Pete headed to the Ukraine in search of a pair of boots. There were few places on Earth she found more magical than Italy. Upon arriving in the city, she quickly ascertained when the next masked ball was occurring. She had just enough time to secure appropriate clothing including a mask, well and maybe to make a quick stop through a gorgeous little bookstore.

Like all of the other attendees, she arrived at the party by gondola. Her form fitting dress was not made for such modes of transportation making her feel even clumsier than usual. But there was something about the mask that was calling for her to let go of her identity for the evening, to melt into the throngs of beautifully dressed people and just escape. She pushed the impulse away relying on her secret serving training to begin scanning the crowd. If only Pete were with her this would have been so much easier. For all of his childish antics, he had developed into a wonderful partner and his instincts would have been useful tonight. She had a hard time focusing on looking for suspicious movements in the crowd. The colors and music that surround her were almost hypnotic.

She shook her head to clear her thoughts. Her unruly curls bounced against the mask and her lips, which remained uncovered. As her hair settled back into place, she felt eyes on her. Myka looked around slowly as to not alert whoever was watching her that she was on to them. She found the crowd was generally giving each other the once over, but no one seemed to stand out. The general feeling didn't abate, causing a shiver to run down her spine. Now fully inside the courtyard of Doges Palace, she took in the ephemeral glow of the old fashioned lanterns lighting the space. While it added to ambiance, it didn't make her job any easier. In an attempt to blend in with the other partygoers, she took a glass of sparkling wine from a passing tray and brought it to her lips. The food and drink at European parties was always so exceptional.

She moved to the edge of the room attempting to find a way up to second story for a better vantage point. She felt deflated as she scanned the gothically framed corridor that hovered over the attendees. It was deserted. It would be far too conspicuous to camp out upstairs. As she turned away, she caught movement out of the corner of her eye. She interpreted what she thought she saw as a familiar silhouette, but when she snapped her head back there was nothing. It was perhaps wishful thinking that she saw her there. The Warehouse 12 agent had the habit of materializing at the exact moment that Myka needed assistance. And though she was unsure if she could or even should trust the woman, she couldn't deny the inherent draw towards her.

It was more than just hero worship. She had always loved the books the inventor's brother penned from her ideas, but there was more to the woman than that. There were the dark eyes that spoke volumes of intelligence and pain and always something more. Once again, the secret service agent found herself distracted by thoughts of the older woman. A bowing Italian man broke through her daydreams. Even with her passably novice Italian she recognized the invitation to dance. She accepted, and allowed him to lead her onto the dance floor. They fell into a quick waltz, which gave her an easy excuse for a 360 view of the room. After two songs she was winded and no closer to finding the artifact.

Without any evidence the goggles were present tonight, Myka picked up another glass of the sweet wine. She decided to survey the crowd once more before she headed back to her hotel. As inviting as the party was, she couldn't relax while an artifact was still looming. That was more Pete's thing than her's. She indulged in a deep breath before she sipped the cool liquid for one last look around. Just as she was preparing to go, soft but firm hands rested on her hips from behind. There was no question in her mind who just encased her in an embrace.

"You couldn't possibly be thinking of leaving already could you, darling?"

"H.G.," Myka gasped as she felt the slender body of the other woman press against her from behind. It was neither a question nor statement, but hovered uncertainly somewhere between.

"I do think I would rather be just Helena tonight, seeing as we are among throngs of revelers. Finish your wine and come dance with me."

Myka took in a breath preparing the list of reasons why she couldn't possibly take an evening off. But said breath was stolen as quickly as it was gained when strong arms encircled her evaporating any illusion she might have had of personal space.

"The artifact simply isn't here, Agent Bering. And there isn't a chance of you finding it in the middle of night in Venice. So enjoy a few hours. Live a little."

"Myka."

"Very well then, Myka. Finish your wine and dance with me."

She knew that there were so many reasons she ought to say no, particularly as she downed the entire flute of wine. She knew that Artie would be mad again. He was so convinced that Wells had come to destroy the Warehouse, but she just couldn't see it. There was a moment she might have agreed, but after H.G. saved Claudia from a terrible death, Myka could see little aside from the good. The woman made declarations of hope to rejoin the Warehouse, to be useful. Loneliness and lack of purpose, that was something the Secret Service agent could relate to. And so she found herself being led into the dance floor. The strong arms once again found their purchase around her, drawing her in a tango. Of course the most sensual dance would be the first up. It was clear Helena would be leading, so despite some of her more basic instincts Myka allowed her.

The young agent couldn't help but take in the stunning appearance of her dance partner as she was moved efficiently and gracefully around the dance floor. The dark silky hair and consuming brown eyes were framed by a glittering gold mask. The long black dress left oh so little to the imagination. Not that she needed the assist, she'd never lacked in imagination. Though admittedly, never in her wildest dreams had she conjured up a situation like this. She was clearly lusting over a 100+ year old woman, who might not be working for the greater good.

She was becoming increasingly breathless, but not just from the exertion. She was a dedicated runner, but the Brit seemed singularly focused on seduction. The thought caused her to tense just before she was lowered into a low dip.

"Relax, darling. I mean you no harm."

Helena lifted her up right as the music changed to a much slower song she took the opportunity to press their bodies together and to position her mouth next to the young woman's ear.

"I know all the reasons why you should stay away from me, but as I've told you, all I want is to return to the only home I have in this century. And this attraction," she said running her nails enticingly across the bare skin of Myka's back. "This has nothing to do with that. You've wanted me since you laid eyes on me."

"To be fair, that's not entirely true. You were lip locked with Pete. However I admit it crossed my mind when I was securing you to the chair and then I was certain when you left me stranded on your ceiling."

"That I shall keep in mind. I would rather have been kissing you, but I knew Pete would be rather easier to deceive. I have certainly thought about it more intently since I saved you from being killed by the automobile with my grappler."

Momentarily Myka allows her body to melt into Helena remembering the moment. "Can we get out of here?"

"Of course. Are you coming to my hotel with me?"

The young woman nodded not trusting her vocal chords at such a crucial juncture. She allowed the Brit to lead her out the front door and into a waiting boat. Though there was little doubt in either's intentions for the evening the newness, uncertainty and foundling trust hung heavy between them. Fortunately the gondolier read their almost romantic situation for what it was and did not embarrass either with love songs. For as it was, Myka could hardly believe what she was doing. She'd never been quick to trust especially not since Sam. She didn't want to think of him on a night like tonight. He had his place in her life, but it never felt like this. Then again she had never asked H.G. Wells to take her home before, so new feelings were to be expected.

As the boat rocked gently she was skillfully urged into her companion who decided to lightly massage her scalp and run her long fingers through her hair. After a few moments, the agents quiet sighs turned into breathy almost moans. Her bliss was cut off by their arrival at a hotel. She would never remember much about it as she was so focused on the woman leading her. Once securely inside the Victorian's room, Myka felt that the tension and uncertainty might overcome her. She had no previous experience to base her behavior off. The panic crept up her spine until she was nearly ready to call it all off.

"My dear Agent Bering, you must stop thinking so much or you will prevent yourself from experiencing life as it should be lived."

Myka scoffed mostly at being caught, but replied slowly, "what if I can't help it?"

"Then I will be forced to assist you in the endeavor," the sweet British voice responded. It was so full of certainty and deepened slightly with desire that Myka thought her knees might give out. She'd never been the pretty one, never the one pursued, but this beautiful genius of a woman seemed intent to claim her.

Soft probing lips cut off her train of thought as a long desired kiss set her body on fire. It was hard to fathom that the reality was so much better than the fantasy. Myka had, much to her own surprise, found herself thinking of the dark haired woman more and more frequently in the middle of the night when she touched herself. After long moments of savoring and not breathing, the pair broke apart.

"That was so much more than I'd imagined," Myka sighed unaware she spoke aloud.

"I've featured prominently in your imagination," the older woman inquired clearly pleased.

Bright green eyes snapped open in panic.

"None of that darling," she continued while walking behind her companion and unlacing the ties on her mask and in turn pulling her own off. "Why don't you share some of this thoughts with me." The gentle prodding tone was so sweet that the agent never considered not complying.

"I've thought about what it would be like to be close to you. To have your lips and skin against mine."

"Mmm, but that isn't all is it?"

The going woman mutely shook her head.

"I'd imagined not. Perhaps you will allow me to hypothesize."

Again an affirmative nod.

"I think that perhaps you've thought about what it would feel like for me to touch you," she said tracing soft patterns on the bare skin of her arms. "What it would be like to be in my arms and at my mercy. What it would be like for me to seduce you, to bend you to my will, to make you scream and beg me by name in passion."

Myka shivered perceptibly at the apt description. Those were all things she'd imagined and hoped for.

"I can give you what you desire."

"At what cost," the young agent managed to choke out.

"Do not think me so unsophisticated, Myka. All I require is that you are here with me fully. I don't care about the rest of the world tonight, only you and this beautiful body." She emphasized the point by running her hands down the entire front of her body. It was enough to cause the young woman to push farther into her touch.

The secret service agent tried to contain the shiver coursing through her body, but the wine and intoxication of the seduction made it nearly impossible. "Please," she finally spoke with clear certainty. This was what she so deeply desired.

Helena rewarded the answer with a soft bite on the side of the graceful neck. Myka could not bite back this moan while she simultaneously pushed back more firmly into the embrace. Deft fingers found the hidden zipper on the side of the younger woman's dress and drew it slowly down revealing a triangle of skin that they danced across for lingering moments. Gravity finally won as the fabric of the dress fell to the floor at their feet leaving nothing but lace and high heels in its wake.

"Darling, you are simply magnificent," the Victorian breathed out in a voice laced with unadulterated worship. She purposefully stroked her hands down the fit body taking in the strength of her arms, the flatness of her stomach, and the swell of her breasts. She allowed the body to turn in her arms until they were again face-to-face. And in truth, she was more than pleased with her companion's appearance. It was a fortunate happenstance that they stumbled across such a formal event, because the undergarments that go with such a dress were a delight to take in. The barely there lace revealed as much as it covered, but still managed to accent the lines of firm muscle. Aware of the nerves of her partner, she deposited her on the bed and slowly peeled away her own dress until she stood before her in an equal state of undress. She watched with great pleasure as the green eyes followed the curves of her body hungrily.

With practiced ease, Helena lowered Myka onto the bed. While it had been over a hundred years since she seduced a lover, she found it was much like any other form of muscle memory. She watched with concern as uncertainty again painted the young woman's face. In what she hoped would be a soothing gesture she cupped her face applying another lazy kiss.

"Have you been with a woman before, Agent Bering?"

"I… no. I haven't"

"Do I make you nervous?" Helena purred the question daring the young woman to deny it.

"Yes. But I desire you no less," she concluded matter of factly.

"Fabulous." The Victorian set about the task of making it entirely impossible for her lover to remain still and complacent. She whispered hotly in her ear the many ways and positions in which she intended to take her. Her language had the desired effect and Myka was clinging to her before she had even been touched.

"God, Helena. You are making me insane."

"Am I, indeed," Helena asked glibly. She didn't wait for a response, electing to begin exploring the captive body beneath her. She teased already hardened nipples through lace leveraging the rough fabric to draw out the sensation. The Victorian kissed down the column of her neck nipping at the straining muscle connecting her neck to her shoulder. The younger woman pushed her head back to moan loudly. With a confidence she hadn't felt course through her veins in many years, the inventor tugged the lacy contraption away from the soft breasts so that she could move the skin tantalizingly between her fingers. She was so wrapped up in her own experience of touch, that it took strong fingers to propel her from what she had already decided might be her favorite part of the delicious body. But as was true of all beautiful things, a bit of trial and error was likely in order.

This in mind, she moved her mouth farther down the torso taking in the firm muscles just beneath the skin. With lips and teeth she mapped the new terrain marveling in the variances in sound she could elicit from the straining body. She inhaled deeply the scent of a woman that couldn't hide how much she desired the touch of another. In her past life, Helena had greatly enjoyed her female lovers, but there was something about this particular woman that hit her low in the gut. Much to her dismay it was more than just lust, but undulating hips begged for attention more urgently than concerns of her conscious. In a swift motion she whipped the fabric away throwing it god knows where in her quest. Before she made an intimate attachment, she gazed up fondly into bright green eyes. The ever-expressive face spoke of pleasure and anticipation and trust.

As she dipped her tongue into soft wetness, strong hands gripped her shoulders as though she might try to escape. She pressed more firmly in, enjoying the jerking of hips in response. After the long minutes of teasing, she set upon only delivering pleasure. This would hardly be the only time she had Myka moaning her name desperately tonight. She knew the crest had broken when toned thighs pressed on either side of her head. Looking up at the gorgeous sweaty body, she wondered exactly what she'd just gotten herself into. She could see clearly that the young woman sprawled before her would change everything. Letting go of the past would always be her greatest challenge, but perhaps she could find the proper motivation after all.