Disclaimer- The Avengers are owned by Marvel and Disney. Max Steel is property of Mattel and Mainframe Entertainment. This fanfic is rated PG by the Motion Picture Association of America for mentions of violence. Set not long before Captain America 2. No concrete spoilers, but it does make vague reference to a subplot. Fans of Max Steel will note that I have ignored the third season entirely, not to mention the movies, and also moved the series up a decade. It's not as though Max Steel wasn't practically 20 Minutes Into the Future anyway…

Working Lunch

Nick Fury and Jefferson Smith were both black men of middle age, riding herd on agencies full of statistical anomalies and people with poor senses of self-preservation. Any resemblance, however, stopped there.

Jeff's day-to-day identity as the CEO of an extreme sports outfitter meant that he spent his time dressed in a suit and tie, perfectly tailored to show off the massive shoulders of the agent he'd once been- and the slightly thickening middle of the desk jockey he was now. Nick hadn't so much as looked at a suit since he'd been twenty-five, preferring an all-black ensemble that had no need to hide any extra poundage.

Jeff's time was usually taken up by reports, mission statements, and conferences with the heads of other agencies or the oversight committee at the UN. Nick, on the other hand, spent his time in clandestine meetings, looming out of shadows, and ducking the World Security Council's calls as often as possible.

Jeff still had both eyes. Nick still had most of his stomach lining.

Jeff had to deal with a pair of snarky-ass trouble magnets with a tendency to break the rules and come up smelling like roses despite it all. ... Okay, maybe they had a few more things in common than it seemed. Nick could still be relieved that neither of those dumbasses was his kid.

Nick's best friend was a quiet, unassuming white boy who'd covered his ass in more trouble spots than either of them cared to remember, loved Dolce and Gabana, and was considered armed and dangerous when handling a bag of flour.

Jeff's best friend was fifteen years dead and hadn't stopped haunting him since.

Still… they were both in the weirder side of the intelligence world, having been in the right position to respond when the tiny trickle of "indistinguishable from magic" suddenly exploded into a brave new world of nanotechnology, bioengineering, and cosmic energies. They were both nominally in the anti-terrorism field, although the job didn't look much like it had thirty years ago. And neither of them answered especially to the US Government. That was enough to be going on with, it seemed; it certainly wasn't the weirdest friendship either of them had.

"You still dress like that?" Jeff asked wryly, raising one eyebrow as Nick slid into the seat across from him.

Nick grinned, picking up the menu off the table. "Never going to fade into the woodwork, so we might as well advertise." Too tall, too broad, too black, and then of course, there was the missing eye… no, going unnoticed wasn't really an option for either of them.

"We? Speak for yourself, I'm a businessman."

"And a fine one at that. Done any business with Stark Industries?"

Jeff rolled his eyes. "Carefully. Through intermediaries. Actually, I sent my director of ops; she and Pepper Potts get along well, and after riding herd on Max, I don't think there's much Tony Stark could throw at Rachel Leeds that would faze her."

"How is that wonder-kid of yours, anyway? You keeping him busy?"

"Luckily, between college and rebuilding, he hasn't had a chance to get into too much trouble. You're not allowed to request him for any joint operations, I'm telling you now."

Nick faked a shudder. "You think I want that boy of yours anywhere near Barton? Or Stark? Or God forbid, Thor? Ain't nobody got the budget for that shit."

That got a snicker. "They'd get the job done, of course, but I think that's a few notches past nuclear option." Folding his menu, Jeff tapped it against the table. "Get the chicken tetrazzini, it's pretty good."

"Last time I took your advice on what to order, the fish came to the table still wearing its head."

Jeff's smile was only the slightest bit wistful. "That was twenty years ago, Nick, and there was a lot more tequila involved than either of us have had today."

"I blame Jim."

"Of course you do, it was always his fault. … On that note, how's Cheese? I've heard a bunch of things from a bunch of people, and none of them add up."

Nick toyed with his coaster for a minute. "Officially, KIA. Unofficially… He's off chasing crap all over… proactive investigations, the weird stuff's popping up too fast. Not sure how good an idea that was, but…"

"But you make your best decision at the time and hope it doesn't lose you too many people on the way," Jeff replied, his tone knowing. Which… yeah, Nick remembered a certain 4 AM call a year ago, after a mole hunt had resulted in Jeff's super-agent (and adopted son, though Nick was one of the very few in the know about that) nearly being dissected by a terrorist with an obsessive fixation. The same terrorist who'd blown up a large section Jeff's central HQ and almost killed said kid again… and was missing, presumed dead after the blast.

"Presumed dead" was such a crock of shit. They'd both been in this job too damn long to count anyone out before they saw the body.

Which reminded him… "Jeff. About Mairot… when did you first suspect something was up?"

"About Mairot, or about the agency in general?"

"Either. Both."

Jeff sighed and folded his arms, just as the waitress approached their table. After she took their orders and left, (Nick decided to live dangerously and order the tetrazzini after all,) Jeff leaned on the table, deflating slightly.

"Started with the agency. Dread and his people were always one step ahead of us, no matter what we did. Not getting away with whatever they were doing, but we only ever caught the foot soldiers, not the commanders. They always seemed to have some kind of warning. Wasn't hard to realize we had some type of leak, but figuring out how to patch it…"

"As for Jean? I'd like to say I got suspicious over a slip of his, or from some amazing spy work, but it was pretty much a case of Dread's arrogance making him overreach, as usual."

Nick cocked his head. "What do you mean?"

"Max is classified, Nick. Hell, you're not supposed to know about him, but it's been useful to have you as backup, and you're where secrets go to die. There were seven people in N-Tek who knew his identity, and exactly how his powers worked. Dread decided to try and grab him on an op, got a little frustrated and decided to taunt him with it. Probably planned to make him paranoid- Max has paranoia issues even for an agent- but it also told me how high the damn leak was. I knew it wasn't me, so I put four of the remaining six on our mole-hunt op. It worked, though it was closer than I liked."

Raising his eyes from the table, Jeff fixed Nick with a direct, dark gaze. "If you're planning a mole hunt, Nick, you'd better be damn prepared for the consequences."

"… You ever know me not to be?"

"Not the consequences I'm thinking of. Your boys are mostly spies, but not all of 'em. Rogers sure as hell isn't. He's military. And you're not."

Nick leaned back in his booth, folding his arms. "For once, I can honestly say I have no idea what you're getting at."

"Rogers is military, by training and experience. You run an intelligence agency. Why is he working for you?"

"He's working for SHIELD because-"

Jeff held up a hand. "No, he's not. There's your first mistake, Nick. He's not working for SHIELD. He's working for you."

"Excuse me?"

"Enough gets out for me to know that he's an asset. A special contractor, he's not an agent. Didn't go through the training, didn't go through the indoctrination. He's an outsider who works well with the group. Command structure doesn't hold his leash, you do. Why does he stay?"

A silent moment. "That a real question, or a rhetorical one?"

"More in the lines of a Zen Koan. I don't need to know the answer, you do. Point is, you're going to lie to that man, you're going to lie to a lot of good people. You need to be ready for the fallout."

Nick leaned back against the wall of the booth. "Define 'fallout.'"

"Giving a soldier bad intel? On purpose? Nick, guys get fragged for that. Now, maybe your people will understand. Maybe he even will. And he's not your kid, so the fact that he doesn't talk to you for a week while he processes probably won't be such a big deal. But it's going to hurt. And you're going to have to let things heal. Mole hunts are like emergency surgery. Yeah, you gotta get the cancer out, but the tissues still have to heal before you can go back to abusing them."

"I'm pretty sure I bogged down in a metaphor back there."

The look Jeff shot him was pure exasperation, the sure mark of a man who'd raised a teenage boy. "You feed 'em lies for their own good, Nick, then if you want them to recover? You're going to have to feed 'em a few truths afterwards. Your people have to be able to trust you. Which means they need to know you trust them to do their jobs."

"Trust, huh?" Nick ran a hand over his eye patch. "I might have some issues with that."

"…One of my best agents is my twenty-one-year-old son, whose mother died in front of him in a shipwreck, whose biological father was murdered by terrorists when he was four, who found out I was a secret agent at the age of nineteen after a near-death experience at the hands of a terrorist and a science project, who was betrayed by his immediate boss into the hands of a man who wanted to dissect him… Nick, you want to talk about trust issues, I can write you a goddamn book. I can loan you my psychiatrist. And I can tell you that sooner or later, you're gonna need to fall, and then you'd better hope they believe in you enough to catch you."

Nick sighed. "I don't know, Jeff. Maybe you're right. Maybe." Reaching into his pocket, he pulled out a jump drive. "… Shit, you remember when this stuff would have been on microfilm?"

"Don't miss those damn readers, they always gave me a headache. You want me to read that, or just keep it safe for you?"

"Insurance policy." Nick slid the drive across the table. "I've got some bad feelings. And some of it might be… useful. For Martinez' pet projects."

Jeff tucked the drive away inside his suit jacket. "I'm sure Berto will appreciate it." He looked about to say something else, but just then the waitress arrived with their food.

"Steak and baked potato, and chicken tetrazzini," she announced, setting the plates down between them. "Anything else?"

"Not for now, thanks," Jeff replied pleasantly. She gave them both another perky, mostly real smile, and whisked off again.

"I have to admit," Nick said, regarding his plate, "this does look pretty damn good."

Jeff gave him a grin. "See? I told you you could trust me."

"Fish, Smith. Staring into my soul. Some things, a man does not forget."

But maybe, he thought, taking a forkful of pasta, some lessons were worth unlearning.

End.