*WARNING* If you have not watched AoS, Captain America: The First Avenger, or the first Avengers (which, if you haven't watched any of those - what's wrong with you?! Stop reading this and go watch them!) this will somewhat spoil them for you…although the description of this story probably spoiled it for you if you put two and two together. Anyway, be warned!

This is another story that's been burning in my brain that I've been wanting to start for a long time. I love Phil's child-like awe and excitement when he finally gets to meet Captain America for the first time in the Avengers and I wish he had, had a chance to have more interactions with Steve before he 'died'.

This whole story is based on the first scene in Avengers with Steve and Coulson together when they're on the jet where Phil awkwardly tells Steve that he 'watched him while he was sleeping." What if he meant to say "I watched over you while you were sleeping" and he just botched it with his nerves? What if Phil was the one to bring Captain America home from the ice? Let's not wonder anymore - read on and enjoy!

While You were Sleeping - Chapter 1

Phillip J. Coulson: Highly decorated, skillfully trained, level 8 SHIELD Agent. He graduated first in his class and quickly moved up the ranks to become Fury's right hand man. He's known for his stoic and collected demeanor and he is a serious and well respected Agent. He is sure to carry himself with an air of authority and dignity to live up to the expectations that come with the badge of a SHIELD agent.

However, today is different for Agent Coulson. All of his training, dignity, and calm, cool, collected demeanor are out the window as he skids around a corner before running down the corridor of the small, temporary facility SHIELD has set up on-site. The normally tailored Agent is now sweating and panting. His tie is disheveled and his suit jacket is ruffled like his hair. He runs past the two guards posted at the entrance before he bursts through the double doors of the small laboratory.

The scientist in the lab is caught off guard with the frantic state of the Agent, but he knows why he's here. He's there for the same reason everyone else has been trying to get into the room. The only difference with Agent Coulson is that he actually has a high enough security clearance to get in.

Phil eyes the man and catches a glance of embroidered letters scrawled across his lab coat. "Doyle" Coulson reads while the man collects himself and silently points a thumb to the viewing window where two men in white haz-mat suits are working. Coulson nods in thanks and crosses the distance between him and the window in a heartbeat and presses his face to the glass like an ecstatic, wide-eyed child.

He stands in silence and watches the two men work. A million thoughts race through his mind as he takes in the sight before him. Never in a million years did Phil ever think he'd be alive to see this day.

The two men in the haz-mat suits step to the back of the room and Coulson finally gets his first look at what he's been waiting and dreaming for since he was a kid. A grin he can't keep hidden crosses his face and mixes with a look of pure adoration and inspiration.

"Hey, Cap," Coulson whispers to the man frozen in the block of ice in front of him. Phil nearly starts jumping up and down when his sees a glimpse of the iconic shield glimmering under the layers of frozen ice, but he manages to contain himself. He wants to walk into the room to get a closer look, but all Coulson can do for now is stand and watch while the two scientists work on melting the ice away from the frozen hero so they can begin to prepare the body for processing.

"I knew I'd find you here," Fury smirks while leaning on the doorframe. "Didn't take you long to hear the good news."

"I can't believe we found him," Phil scoffs and shakes his head, still in disbelief, but never taking his eyes away from the scene in front of him.

"Took us over seventy years, but we found him," Fury joins him at the viewing window. "Howard Stark searched for years, but we finally get to give him a proper burial with full honors like he deserves. America's first Avenger is coming home."

"I want lead on this, Boss," Phil takes his eyes away from his childhood hero for the first time since he came in the room. "I've never asked you for anything, but I'm asking you for this. I want to be the one to bring him back."

"I thought you might feel that way," Fury huffs. "The mission is yours Agent Coulson."

"Thank you, Sir," Phil nods.

"You move out as soon as they release the body," Fury orders.


Phil finally manages to pull himself away from the lab and now wanders across the bitterly cold landscape. Even with his insulated arctic suit, boots, face mask and goggles, the cold still bites through his clothes. The wind blows the snow across the icy ground while the sun shines down overhead, but offering up none of its warmth.

The terrain is completely frozen and white for as far as the eye can see. No trees, no animals, nothing. Just frozen emptiness, save for a lone black ship poking out of the ice in front of him.

Phil approaches the ship and cautiously enters. Inside it is instantly calm. No wind. No snow. No bright sunshine. No life. It's dark, still and eerily quiet. It's a coffin.

The SHIELD scientists and crew had cleared the ship and have collected and recorded any important information or artifacts, so there is no one else in the ship. Everyone is busy back at the base thawing out the frozen hero they excavated from this tomb, but Phil had to come and see for himself where his hero's life ended all those years ago.

Clanking boots against the metal grating of the catwalk echoes through the air while Phil slowly navigates the catwalk that is slanting forward at a fairly steep angle due to the way the ship crashed into the ice. There are missiles on either side of the catwalk with the names of different US cities on them. Missiles that were meant for death and destruction, but never got the chance because of the sacrifice of one man.

"You really pulled our asses from the fire, Cap," Phil's thinks out loud to himself as he picks up a chunk of metal off the ground with "New York" written on it.

Once through the missile bay, Phil opens the door to the front of the ship. The heavy metal door squeaks and groans when Phil pushes it open. The room is full of scorch marks and bullet holes from a battle that happened a life time ago. The front of the ship is partially submerged in the arctic water and a large section of it is still frozen, but Phil risks a closer look when he spots something. Next to the pilot's chair is an area where a section of ice was removed.

"This is where they finally found you, Cap," Phil kneels next to the hole in the ice. "Sorry you had to wait for us for so long."

Phil slowly stands and when he does, something catches his eye. The console in front of the pilots chair is frozen, but he spots something hiding in the ice. The Agent pulls out what looks like a pen from his pocket, but when he presses the button on the top a small heat beam shoots out and begins to melt he ice. Phil puts the pen back in his pocket and pulls the object that caught his eye from the melted ice.

"A compass?" Phil studies the small object and the photo it holds. "Peggy Carter," he smirks and slumps into the pilots chair.

"Give me your coordinates, I'll give you a safe landing site," Phil remembers the recording of Peggy Carter's voice on the recording from the crash he had heard a few years ago. There was optimism and relief in her voice when she finally heard Steve's voice come over the radio, but everything changed when Steve spoke next.

"There's not going to be a safe landing, but I can try to force it down," Steve's voice answers back, duty and service heavy on his mind.

"I'll get Howard on the line. He'll know what to do," Peggy tries to reason, still clinging to the hope that what she knows is happening can somehow be avoided.

"There's not enough time. This thing is moving too fast and it's heading for New York," Steve pauses as the reality of the situation fully sinks in and he know what he has to do. "I got to put her in the water."

"Please, don't do this. There's still time. We can work it out."

"Right now I'm in the middle of nowhere. If I wait any longer a lot of people are going to die….Peggy… This is my choice."

Phil gently and reverently places the cherished compass on the dash where he had found it, trying to put himself in Captain America's place that fateful day.

"Peggy?"

"I'm here."

"I'm going to need a rain check on that dance."

"Alright. A week next Saturday at the Stork Club."

"You got it."

"Eight o'clock on the dot. Don't you dare be late. Understood?" Peggy's voice breaks, but she holds it back, not wanting to waste any of the precious few moments she has left with Steve.

"You know I still don't know how to dance," Steve's voice answers, still strong and unwavering, like he were talking to her face to face instead of piloting a crashing plane in his last seconds of his short life.

"I'll show you how. Just be there," Peggy pleads.

"We'll have the band play something slow. I'd hate to step on your…' Where Steve's assuring voice once was is now only filled with static.

"Steve?…Steve?….."

Phil runs his hands down his face and picks up the compass again, thinking about how much Captain America really gave up that day. He lingers for a little longer before slipping the compass into his pocket and returning back to the base.


"I went to the ship today, Cap," Phil whispers while he sits next to the now defrosted body. The crew is getting ready to move him for transport now that they've finally removed all of the ice, but Phil had requested a moment before they moved him. "I was where you made your last sacrifice for your country and I just felt like I needed to come and say thank you before they moved you." Phil pauses for a second, staring down at the compass in his hand. "I don't know, 'thank you' seems like nothing to offer in return for what you gave up that day, but I don't know what else to say," Phil stands and places his hand on Captain America's shoulder. "I'm going to bring you home, Cap. I promise I will. I requested the mission and I'm going to make sure you make it back. It's all I have to offer to you for everything you did. You saved thousands of people, Cap. More if you count everything else you and the Howling Commandos did in the War. Not only the War, but what you did with your story for me…" Phil is about to go on, but stops when he thinks he sees something.

Phil stands up and backs away for a moment and just watches. He watches the Captain for a moment to see if he can see what he thinks he saw a moment earlier. He nearly falls over when he does indeed see it again: a breath. It's shallow and sporadic, but a breath nonetheless.

"Uh, hey!" Phil shouts out the door to anyone within earshot. "Hey! I need some help in here!" He rushes back to the body and holds a finger on the Captain's still cold neck to search for a pulse. "Ohhh my God," Phil stutters when he feels a faint pulse under his finger tips and sees another breath.

"Sir?" a very confused agent stands in the doorway.

"Find one of the doctors. Now," Phil orders and starts turning the heat lamps back on and grabbing blankets from wherever he can find them before throwing them over Steve.

Phil is fairly calm as he works to warm the freezing Captain up, but his resolve vanishes when Steve suddenly gasps and wakes up in a panic and Phil tries to keep him on the table.

"Hey! Take it easy, Captain Rogers," Phil shouts and places both hands on Steve's shoulders as he blearily searches the room. "You're safe," Phil swears. "What's the last thing you remember?" Steve studies him for a moment, confused at who this man is and what's going on, before his eyes start to close. "Whoa, hey. Talk to me, Captain," Phil orders in attempt to keep the fading Soldier conscious. "Captain Rogers?" Phil gently shakes Steve as he starts to pass out. "Captain, stay awake. You have to stay awake," Phil shakes him again, but it's no use.

"Agent Coulson? Is everything alright?" the doctor asks when he returns with the young Agent Phil had sent to find help.

"He's alive,' Phil shoots the man a panicked look.

"That's not possible," The doctor frowns and takes off his glasses.

"Look, Doctor…." Phil pauses as he tries to read the man's name badge.

"Thomson," he answers.

"Thomson. He just woke up. Look," Phil points to Steve as he takes another shallow breath.

"What the hell," Dr. Thomson replaces his glasses and rushes over and begins to hook up the monitoring equipment. "This just isn't possible," he repeats.

"Maybe you should do something instead of trying to figure out how this is possible, Doc," Phil shouts when he looks at the depressed numbers on the monitor screens.

Dr. Thomson rushes over to the wall and punches the medical emergency button and alarms begin to sound.

"Coulson," Fury shouts when he walks into the room after hearing the alarms. "What's going on? You're supposed to be moving out at 0500. That's in 10 minutes in case you didn't know."

"Sir, he's alive," Coulson reports.

"Excuse me?" Fury looks at the man.

"No, he's right, Sir," Dr. Thomson answers while he and a couple nurses rush to stabilize the critically hypothermic hero.

"I think our mission has officially been delayed, Sir," Phil can hardly contain himself with the excitement that his childhood hero is not only found after 70 years, but is actually alive. "Okay, Cap. Just keep on sleeping because I'm going to watch over you."


Phillip?" A man's voice calls when the little boy walks through the door and drops his book bag on the freshly cleaned hardwood floor. "Phillip, is that you?"

The young boy dashes down the hall to the bathroom and closes the door behind him. Tears streak down his cheeks as he falls back against the door before slowly sliding down to his rear to the floor.

"Philly?" the man knocks gently on the door. "Philly, please open the door."

Slowly, the old, creaky door to the bathroom cracks open just the tiniest bit. One teary, brown eye peeks through the crack at the man in the hallway.

"Can I come in?" the man asks and kneels in front of the little boy.

Phil pauses for a moment before slowly nodding and walking away from the door, leaving it partially ajar as an invitation for the man to come in. Phil retreats to the back of the small bathroom and sits on the toilet seat with his face to the wall.

"What's wrong?" the man asks as he perches on the edge of the bathtub and patiently waits for the boy to answer. Finally, Phil turns to face the man, his father, with his head bowed in shame, tears falling on the tile floor. "Philly, please look at me."

Phil slowly raises his gaze to his father and the man's face immediately softens when he sees why his son is so upset. Through the tears and shame is a black and blue eye on the little boy's face.

"What happened, Philly?" he asks and pulls his son close and wraps him in his arms.

"Bobby Thompson," Phil whispers. "He was pushing Jimmy Mason on the playground at school. I tried to help Jimmy, but he took my new baseball glove. He threw it up to a tree branch that was too high for me to reach. I yelled at him to give it back, but he shoved me and …." Phil pauses. "I never want to go back to school, Dad. I want to stay home forever."

"Oh Philly," His father sighs and holds him tighter. "I'm sorry you got hurt, but you can't stay home for the rest of your life."

"Please, Dad. Please don't make me go back. The other kids tease me because I'm too short and small. I'm the smallest kid in class, Dad" Phil's explains when his sadness begins to turn to anger and frustration.

"I know," the man assures his son and releases him from his hug, but holds his shoulders firmly as he looks him in the eye. "But you know, you're not always going to be the little guy. Someday you'll be a man and you'll be able to help people because you know what it's like to be the little guy. I know that doesn't make things hurt any less right now, but trust me, someday, you'll be a hero to someone."

"How, Dad? I'm last to be picked for baseball. People always tell me I'm to little to do everything. How can I help anyone?"

"You know what? I got you something today at the store that I think will help." His father leaves and returns with a comic book in his hands.

"What's that?"

"This is a story about a man named Steve Rogers," his father grins and hands him the book. "You know what you and him have in common?" Phil shakes his head while he pages through the book. "He's the little guy too."

"Really?" Phil's eyes light up.

"Yes. He was the little guy and he became a hero," the man laughs when Phil dives into the book.

"But he doesn't stay the little guy," Phil looks from the book to his father, disappointed. "He's the big guy here. He's Captain America," Phil points to the book.

"He is, but you know what?" He asks and Phil waits and listens. "Steve Rogers was still a hero when he was the little guy." He pages back to the beginning of the book where Steve stands up to a bully in the theater and gets beaten up in the alley, then to where he jumps on a grenade to protect people, and then to where he is chosen by Dr. Erskine for the Super Soldier Project. "See? Even when he was the little guy he stood up for himself and others. He was brave and wanted to help people even though everyone said he was too little. You know what makes Captain America a hero?"

"The Super Soldier Serum?" Phil opens the book to the part where Captain America is created.

"No," his father shakes his head. "Steve Rogers makes Captain America a hero. Captain America is big and strong, but Steve Rogers is kind, smart, caring, brave, and courageous, just like you, and that's what makes a hero, Philly. You can be a hero just like him by being kind to everyone, caring about other people, and by being brave and courageous when things are scary - kind of like you were today for Jimmy."

"Really?" Phil asks in awe.

"Absolutely. I know you can," His father smiles and Phil runs past him, book in tow, out of the bathroom and back down the hall. "Where are you going?

"To pack my lunch for school tomorrow," Phil calls down the hall.