A/N: Written for, and inspired by Smileforyourself on FF.N, with whom I saw CATWS with on Saturday. ONLY A MINOR SPOILER BUT IT DOES BREAK YOUR HEART IN THE MOVIE, even though this does not follow phase 2. My second fic centering Cap, probably because with everyone else, I can never finish anything I sent my mi- HaHa, just kidding! Enjoy!

Steve Rogers was still a pretty simple 1940's man at heart. He had slowly began to learn how to blend in with the current society, learning to drive a modern car, modern weapons, styles of dress, studying on references, and even learning the new lingo of the people "his age".

Before the events of the Battle of New York, his schedule had, for the most part, been pretty boring. Wake up, get dressed, workout, get food, research the times, fight depression, work out, more food, shower, fight depression and sleep.

Rinse. Lather. Repeat.

It wasn't until after he had met the six people who made up the Avengers- no, the new additions of Agent Coulson and his charge, Jessica, made eight. The eight most fascinating people in the world, the people who accepted him as Steve before Captain Rogers, which lured him to open up, really, to the new world.

He was living in what he used to consider a monstrosity among New York's sky line, fighting alongside the people who had become the closest thing to family he had had since the ice, learning about the twenty first century as if he had been living in it, and adapting fairly quickly.

But, he still hung onto the past in more ways than one. He visited Peggy every once in a while, though it clawed at his heart to have to know that the moment she couldn't see his face anymore, her Alzheimer's disease would revert back to him walking through the door. He still had his Howling commandos pictures framed on the mantle of his apartment, visiting their respective graves in Arlington every time he was in D.C., and still having all the records he had collected back when he was on tour.

He wasn't sure if he could take completely stepping into this world without a firm tether to his past.

One thing he would never let go of, no matter what, was his sense of responsibility and ability to follow orders. So, when Fury asked him to go to a briefing concerning the future of the Avenger's youngest recruit, it didn't take a repetition to get him into New York's branch of HQ. There were supposed to be others there, though he couldn't quite match faces to the names included in the email that had been sent to him, though he was still ashamed that he needed Jarvis to open the attachment for him.

He was in uniform when he entered the meeting room, his jaw set to where it usually was during field ops and matters of official S.H.I.E.L.D. business. A thick zip-up binder in navy blue was tucked under his arm as he walked into the meeting room on the 42nd floor of the S.H.I.E.L.D. HQ building, walking into a group of people who looked, to him, to be no more than kids, taking an inconspicuous seat before any of them could be distracted from their various teasing conversations.

Though, visually he was not much older than any of them, they were not much older than juniors in high school, if not younger. The members of a team of complete teenagers, Spiderman's "Ultimate" team, made up of a girl and four boys the only faces he recognized from having trained with them once or twice before but there were a few new faces among them as well.

One young woman, a blonde, seemed to draw his attention more than any of the other 8 people in the room. Her eyes were a dark amber-chocolate brown, getting slightly lighter at the edges, though a dark, rim surrounded them. She wore a S.H.I.E.L.D. issue cat-suit, slightly similar to Natasha's or Agent Hill's, though hers had green accents, a vine of ivy encircling the S.H.I.E.L.D. logo directly lined up with the left side of her collar bone. Dishwater blonde hair was tied up in a messy bun, not extremely suitable for if they were immediately called into the field, though it was off her neckline, making it still regulation. None of the kids wore their masks, all knowing each other's identities, which gave him a better look at her face. She had high cheekbones, though not extremely sharp, full cheeks giving her an adorable smile to look at, reasonably plump, pink lips turning upwards as she spoke in a high register that clearly distinguished her age, though, she didn't seem to be much younger than Jessica.

The captain cast his eyes downwards to the pad of paper he was drawing on when he caught her eye in kind, finding he had been sketching her face and turning to a new page, beginning something new and making it look as though he was taking notes.

He was lost in a gross approximation of the view of the city outside the window when he heard her voice over his shoulder. "That's really pretty."

Not many people could sneak up on the super soldier with his enhanced hearing, but in his attempt to distract himself from staring, he had blocked out the world. Steven jumped, silently spinning around to look up at her in shock. "Thank you, it isn't very good, only a sketch." He responded quietly, surprised the other two people who she had been sitting with hadn't pursued her to talk with him.

"I'm serious!" She had a child-like excitement in her eyes and voice, giving her a pleasant and alluring persona, pulling him in to want to talk with her as she flopped into the seat beside his, spinning around once then facing him. "I'm Eleanor Bennett, just don't call me that."

He rose a thick, well-shaped eyebrow. "Oh? Than what do I call you?" He sounded amused, his voice coming out of his gruff, authoritative voice and into a smoother, more personal voice.

"Ella. Or maybe just El, that's what I use on my reports. I hate sexism."

"I'll call you Ella, then. I'm Steve, nice to meet you." As a traditional greeting, he extended his right hand to her across his chest and she shook it gently, a surprisingly firm grip on her that made him quirk her lips up a little bit more.

The young hero nodded and then smiled excitedly. "It's an honor, Steve. I've been a fan of your work since I was little, you were the inspiration for me to join S.H.I.E.L.D. after I graduated."

His brows furrowed a little bit. "Graduated? From where, If I may ask?" He asked, manners of a proper 1940s gentleman peeking through his 26 year old shell.

"Well, Xavier's School for high school, but otherwise I got my bachelor's degree at Paier College of Art, for Fine Arts." She smiled sheepishly. "Not an extremely intellectual Major, I know, but I enjoyed it and it gives me a better eye for detail so that I can report clearer in special ops… or at least that's what I'm being trained to especially do."

The mention of an Art school made Steve's ears stand up. "No, of course not. I attended the Auburndale Art School for the same major." He smiled and watched as she brightened up, grinning from ear to ear.

"No way!" She nearly squealed, her eyes shining brightly.

Steve nodded, but it began to smile a bit sheepishly. "Well, I went for two years, but right after about a year, I ran out of funds, so they kicked me out."

Ella's brows furrowed as he spoke his piece, furrowing her brows and looking almost disappointed, causing him to prepare himself for comments which never came. "With a talent like that? They should have kept you and asked you to sell artwork to pay them back. Get a job as a comic book artist, something! You have a gift, Steve." She had begun to rant, but in the middle of it, chuckled to herself and put a gentle and on his shoulder.

The older artist was about to respond when Junior Agent Bennett ripped her hand from his uniform and stood, eyes both respecting and fearing the man clad in black leather that Steve stood in respect to as soon as he crossed to the opposite side of the table in which Rogers had been sitting. Director Nicholas J. Fury.

The junior agents, and even some of the less mature senior ones (Barton and Stark included in that category) had a fondness for joking that the director changed his clothing next to never, only when "The blood of his enemies had thoroughly soaked through and touched his soul." Also hypothesizing what he really his beneath the eye patch he wore. And, though with the directors impersonal and nearly frightening personality, it seemed realistic, Captain Rogers had learned it to be far from true.

Fury kept secrets like he was their official keeper, keeping everyone out of his loop and in their own for "protection" even lied to his top agents when absolutely necessary, but he deserved every ounce of respect he had been given for his efforts. Even when his morals were less than absolutely pure.

The entire room was now standing at attention behind their respective seats, eyes following their fearless leader as he walked around to the head of the table, to the left of the corner Captain Rogers, the highest ranking officer in the room after Fury, had been seated at.

From the corner of his eye, he could see that Ella had been replaced by none other than an awestruck Peter Parker, who had just been made aware of his presence like the rest of the group.

Bennett stood catty-corner to him on the opposite side, and end, of the long conference table, next to a slightly younger girl with dark rimmed glasses hiding brown eyes, a tight but low bun keeping short-ish brown hair off the deeply tanned skin of her face.

"Have a seat, ladies and gentleman. We have some official matters to attend to regarding the training of our future heroes." The director spoke, his brown eye darting around the room to observe everyone at the table, along with possible escape routes if need be, a habit from his Army Ranger days he was glad he hadn't kicked.

The curious hand of Sam Alexander, codenamed "Nova", shot from the table, the owner of the hand beginning to speak before being acknowledged. "Sir, if this is for Junior Hero Training, why is Captain America here?" Questioning nods flowed from the other teens in the room, causing Fury to sigh.

He waved his hand over a small sensor to his left, not even bothering to turn his head and look at the small black cube at the edge of the table to see it, making the super soldier jump in surprise when digital files where sent to each seat, appearing right next to his, now closed binder, as if they were physical.

The file was redacted, as most S.H.I.E.L.D materials where, especially to junior agents, but they were vague versions of Jessica Wade's personnel file.

Steve couldn't help but notice Ella and the brunette straighten, as if the name was familiar.

"Captain Rogers is here on behalf of a member of this group who is receiving training from an outside source. Jessica S. Wade, previously Codenamed 'Lycan' when she performed as a minor member of the X-Man team before joining S.H.I.E.L.D. She has quite a variation of abilities that need to be treated in a different way than your own. Current residence, Stark Towers, training under Loki Laufeyson." The name at the end of his final sentence caused hell to unleash itself in the hearts of the teens among him.

*** (｡･ω･｡) ***

The shouting and rebuttals thrown back and forth across the room had given the blonde soldier a chance to peer around the room and catalog the newer faces of the group.

Besides Agent Bennett and the mystery brunette who sat to her right, there was a male who sat across from them. Nearly similar to the brunette who's eye, skin, and hair color he shared, he had the build of a soldier, broad shoulders, tall, a bit muscular as well. He had a very strong, squared jaw line, but kept an almost immature, humorous gleam in his eyes no matter how serious the conversation got. He wore a dark navy suit without sleeves, a black leather jacket shielding his arms from the cold of the conference room, keeping his hands splayed across his thighs as he leaned back casually in his chair, until everyone sat straight up simultaneously at the mention that "one of their own" was in the care of a war criminal.

The three of them at the end seemed the most adamant to keep Jessi away from him, obviously not knowing of their relationship, talking as if they knew her somehow.

The super soldier spoke with a power that gave the discussion finality. "Loki has been redeemed. He fought alongside us nearly a week ago when Doom attacked the city, saving many lives, INCLUDING Agent Wade's when she disobeyed an order and joined the fight anyways." When Fury gave him a look that clearly asked about discipline, he continued. "With his training, S.H.I.E.L.D.'s training, Xavier's training, and the training us Avengers have given her ourselves, she saved my life. Without Loki having given her the knowledge and courage to jump in, I could be seriously injured, or worse."

The room went silent, contemplating the Captain's wise words. Given the moment, Fury "Passed out" another few documents. "This, ladies and gentlemen, is the plan to test all of your abilities."

*** (屮゜Д゜)屮 ***

The terms of the meet had been set and discussed, dubbed fair by all members of the group in attendance, giving them a little over a week to prepare.

Steve had just packed up his things when Eleanor came to his side once again. "Sorry," she began slowly, trying to hide the fact that next to him, from what she hoped was out of his visual range (and it wasn't) that she was shoo-ing the other two members of her group from trampling over him, having recruited Luke Cage and Danny Rand to herd them out to the hall so they couldn't interrupt.

He chuckled to himself before facing her, face hiding that he had ever done so. Standing up, he was nearly an entire foot taller than she was and had to slightly tilt his head downwards to look her in the eyes. "For what?"

"For having to walk away so fast. I trained personally under Fury for a few months. Scariest tie of my life." She cracked a smile at the end of her sentence that was absolutely contagious, causing him to smile as well.

Being polite enough to offer an arm, which she took, he began to walk down the newly empty corridor to the glass elevator at the end of it, he pursued more information. "It's quite alright, I understand the fear of god being put into you by trainers and drill Sergeants. If you don't mind my asking," He smoothly segwayed into the next topic. "What is it that you do? As in, your mutation. You mentioned Xavier's school, so I sort of assumed..."

He trailed off, this time leaving Eleanor to laugh, a high pitched kind of giggle that nearly seemed as though it was literally escaping her throat. "It's normal, Steve, don't worry about it." As they entered the elevator, their identities where read and he requested the basement garage, Bennett nodding in agreement. "I'm Terra-kinetic, which means I can control the Earth. So far, it extends to dirt, clay, sand, different types of soil, but perhaps if I work hard enough, I can start manipulating plants as well." She proudly pointed to the ivy wrapped around her traditional, uniform S.H.I.E.L.D. eagle.

"And the others?"

"Oh! Well, the boy is Xander Galazara, code name: Gunns, which is actually the nickname we gave him as kids, he can manipulate his biology to become certain weapons. It takes a lot out of him to actually SHOOT thinks, but whatever, right? The girl is Elizabeth Celeste, who is a telekinetic, meaning she can move things with her mind, like Jean Gray, but not quite like Professor Xavier that she can talk to people and change their minds, or even read them." She shrugged before smiling once again. "We all went to Xavier's School for Gifted Youngsters."

Rogers cracked another curious and happy grin. "So, you guys know Jessi?"

Her eyes grew wide again at the mention of Jessi's name, especially in a personal term and not as Agent Wade. "So you DO know her? Like, as in her friend or her S.O.?"

"I like to think that she considers me the same kind of a friend that I do her. She's announced it quite a few times." He chuckled, and Ella joined in.

"Oh, yeah. Liz, Xander, Jessi and I were kind of a clique during school. We were the ones everyone loved and feared at the same time, you get me?"

At this, the blue eyed man barked out a laugh. "Fear? How so?"

She giggled again, almost embarrassed to be explaining it. "We would cause absolute havoc everywhere we went together. It took four years after our meeting in the third, fourth, or fifth grade for them to let us anywhere near the science wing without explicit supervision. And even after that, were always being watched."

The strange urge to ask what it was they had done to cause so much caution to be needed when all of them were around rose in his chest, but he forced it to quell itself as he laughed again, a smile splitting his face. "I had a friend like that as a kid. The two of us were always getting into trouble and going on adventures."

She smiled sweetly up at him, wanting to ask, but not wanting to pry. "Really? Now imagine that, times four, on drugs."

"You all must have made quite a team." He murmured, thoroughly amused.

Agent Bennett hugged his arm a bit tighter as she laughed. "Definitely. But through all the fights, trouble, and misadventures we all endured? I wouldn't trade it for anything. After we all joined S.H.I.E.L.D while still in school, since Jess' powers wouldn't stop showing up, even during our time at Xavier's, she was kinda split from the group to learn to hold it all in..." She trailed off, ending in a sad kind of tone, but continuing before he could respond. Large brown eyes looked up at his blue ones. "Is it really safe for her? Being around him? I mean, after Xander, Jess is the eldest out of us four, but I still worry about her, you know?"

The doors opened and he began to lead her to his bike without even thinking. He contemplated telling her about Jessica's relationship, but decided it was not his story to tell. "I promise you, that the first sign that it's a bad thing, I'll stop it. She's like a little sister to me, and I assure you I'll do everything in my power to keep her safe."

Bennett broke away from him when they reached his black motorcycle and extended a pinky. "Promise?"

Steve smiled kindly at her and stepped towards her, looking her in the eyes as he gently wrapped his pinky finger around her's. "Promise."

He let go and stepped away, stuffing the binder into one of his saddle bags when he heard her exclamation of "Crap!"

Frozen in the position of locking his saddlebag, he turned his head to look at her again. "What?"

"I need to be back upstairs."

He winced, but stood up straight again and nearly awkwardly extended a hand, contrary to the comfortable conversation they had just been having. "Well, Agent Ella Bennett, it was a pleasure meeting you."

She smiled and shook his hand once more. "Likewise, Captain Steve Rogers."

He chuckled and turned to get onto the bike when he felt two thin-ish arms wrap themselves around his middle from the side. Reminding him of Jessica immediately, he hugged her back without a second thought, obviously surprising her with the move.

When they split, she started walking toward the elevator as he started up the bike, saluting her once before beginning to drive up and back into the street. He missed Ella walking on sunshine to the elevator and up to the floor the team mates were waiting for her on, happy as a clam.

*** (ˇ_ˇ") ƪ(˘⌣˘)┐ ƪ(˘⌣˘)ʃ ┌(˘⌣˘)ʃ ***

It took quite a while after Rogers "got home" to actually be able to rest himself in his own apartment. Tony needed help, Clint couldn't cook, and Bruce needed someone a bit taller than he was. Thor wasn't home, Loki wasn't there, Jessi and Natasha were- wherever they were, and he had to take care of his new found family, almost as if he were a parent and not a friend.

Finally being able to peel away at the Kevlar-based fabric gave him a feeling of freedom that caused him to audibly sigh as his skin was finally able to breathe. After showering, he changed into a pair of dark blue pajama bottoms and a white A-shirt, sitting down at the island of the kitchenette of his high level apartment, opening his notes for the day once again.

And finding that Agent Bennett had crossed his mind more than once since they had parted earlier.

He unzipped, and flipped open the dark blue binder, which fell immediately to the skyline he had been working on, giving him a view of a small note in the corner that had not been there before. Somehow she had been able to write on the top right corner of his page, her neat print small, as to not obstruct the art, but large enough to see.

I still love your art, no matter how modest you're trying to be. (917)-555-1012

Steve could not help but crack a smile and chuckle, wondering how she had been able to write it without him noticing, and contemplating her in general. "Well," He thought aloud, not even acknowledging the nothingness of the room around him. "Nat HAS been pushing me to 'Get out more' as she calls it..." He trailed off in a more silent thought.

He didn't even notice his hands taking out his Stark-Phone and saving the number.

Just in case, of course.

A/N: I hope you all liked it, I did my best to give Steve a bit of variety in this one, showing him being shy, chivalrous, commanding, kind, comfortable, awkward, interested and confused all in the length of this. NOT SURE IF IT WORKED but I tried.

Not sure if I want to make it into a series of keep in a one-shot. Tell me what you think!