A/N: Hello! So a few quick things before y'all start reading. The reason why this is AU is because the characters are younger than what they are in the movies, and the sequencing of events is different, so it' like the Avengers never happened and they are being told about it for the first time. It is strictly movie-verse and there will be plenty of our favorite characters who will be returning. Also, because of the characters ages being younger, like in their 20's, some will be attending a school-like setting at SHEILD. That will be explained in later chapters and it is not to be confused with a High School AU. So with that, Enjoy! (oh, and constructive criticism is GREATLY appreciated- as are reviews!). One last thing; Shout-out to my wonderful beta SubwayWolf! On with the story!


The offices looked gloomy and dark and none of the lights were on. There was no frantic typing keyboards, no stapling noises, and all the phones were eerily silent. The doors didn't squeak, there was no 'ding' of the elevators, and the stairs were barren.

All the blinds were closed tight and as he looked out of the only open window into the parking structure across the street, there were only two cars:a small convertible and a sleek black cruiser. His wasn't the latter.

He turned around to face the main entrance of the facility, where he saw the faint shine of the granite floors- it seemed that the janitors had just left. It felt different being in this building all alone. The walls looked bigger, the corridors longer, and the ceiling higher, even though it structure was already seven stories up. He felt small and insignificant, although he knew that completely contradicted the reason why he was here at three in the morning in the first place.

He sighed deeply before hopping in one the empty elevators, which felt very weird to him as well. He had no idea why the Director wanted the building evacuated; it was just a meeting, after all. He guessed that it indicated how serious of a meeting it had to be here in the S.H.E.I.L.D quarters, and no one was even allowed on the premise until the few hours passed. A big meeting indeed. The man punched in a button and waited for the elevator to descend down to the basement. He looked at his watch;he was right on schedule.

Suddenly, his phone violently vibrated. He reached in his pocket and checked the caller ID. He quickly picked it up.

"Yes, sir?"

"Almost here?" replied a deep voice.

"On my way." With that, he ended the call and slid his phone back into his pocket.

As if on cue, the elevator doors parted open and he walked out hurriedly. His briefcase started to slide within his hand and it was then that he noticed he was nervous -very nervous. He wasn't all too sure been hired a few months ago, it was not the first time he had met with the director. In fact, many considered him to be the Director's right-hand man, despite how young and inexperienced he was compared to his fellow co-workers, it wasn't like he had a special title or anything

He was in the middle of an interesting dream when he was woken up by the director's call, and the tone of his voice suggested that the matter was very urgent. He was sleep-deprived and hungry this very early morning. The man rounded down the end terminal where the director's office was straight ahead. Once again, he punched in a few numbers in the lock pad and the heavy door unlocked.

He opened it to find a man sitting across from him with his elbows on the glass table and his hands resting above his mouth in deep concentration. His eyes, one of which was covered, focused on the multi-colored files below him, scanning photos, documents and data. It was a few moments before he noticed that there was someone in his office. He looked up and gave his colleague a curt nod, signaling him to sit.

"Coulson," the man greeted.

"Director Fury," the agent exchanged, lowering himself into the leather seat. His office was neither too big, nor too small. It had enough capacity to hold a team of ten, give or take a few. The walls were a dark gray and the only source of light was the desk lamp at the corner of the table. Coulson wasn't sure why he couldn't flip the lights on but the lamplight gave him a foreboding guessed that in a place where technology is rapidly evolving people, he'd like a touch of 'old-fashioned' once in a while. However, Coulson calmed himself and waited for Director Fury to introduce the meeting's purpose. But Fury started in a more bunt fashion that he expected.

"Coulson, we have a problem," he said in a very serious tone.

The agent's pulse began to race a little. Surely, I'm not about to be fired, am I? He had only been here a few months. Although that is longer than some employees here, he reassured himself. Then his eyes widened.

"Director Fury, if this is anything about the incident in the men's bathroom, let me just say one thing about the toilets here-"

"Agent Coulson," the man began, clearly seeing Coulson's anxiety, "by 'we' I meant S.H.E.I.L.D."

Coulson immediately shut up, then sensing the awkwardness in the room, he let out a small cough to which his boss gave him an odd decided not to question his little rant for the time being.

"Problem, sir?" Coulson recovered.

Fury scooped up the files and leafed through them.

"Yes. So big that the Board has to get involved."

Coulson raised his eyebrows slightly. He wondered what that entailed.

"So what does the Board want?"

"There has been an increase lately of 'supernatural' activity. Foreign signals in our radars, random-ass languages in our codes that not even our team of Linguistics can figure out, and unexplainable forces are infiltrating our systems. It's been kept a secret for a while, but now you, the Board, and I are the only ones who know about this. Not only that, but both allied countries and our enemies are building better, stronger, more dangerous weapons and machinery. It's getting harder and harder to keep up with them. Most of our agents are getting tightly wound now, since we are forced to double their work load with difficult missions. All because of that screwed up piece of company legislation stating that no one can do these sorts of jobs unless they're under the age of thirty five!"

Couslon remembered that day clearly, they the headquarters had to let go of more than forty agents and associates. It was his first day of work.

Fury continued his lecture, "If SHEILD continues down this road, this facility may come to a halt. We are digging ourselves a hole that might be too deep to crawl out of." The Director sighed sadly and took a small swig of his water.

As his boss glanced over the files again, Coulson could almost see the wheels in Fury's head turning. Fury cared too much about this organization to let it go and the fine gray hairs on his head proved it.

"So, what do we do?" asked Coulson with as much confidence as he could muster.

Fury drummed his fingers on the table irritably, "The Board wants to hire around fifty more agents and crew members. They are even willing to take in individuals who don't know shit about shooting a gun. They want us to train them, prepare them, and send them to God-knows-where. All in the time span of less than a year."

By the Director's tone, Coulson could tell he was less than pleased with the plan. Nevertheless, Coulson broke out his notepad and calculator from within his suitcase and started scribbling down numbers and phrases.

"How soon are we going to begin this, Director?" the agent flipped through his calendar, "Next month seems to be free of any heavy reprogramming-"

"We're not."

Coulson stopped scribbling.

"What do you mean 'we're not'?" Coulson said disbelievingly.

Fury let out a dark chuckle. "Their idea is idiotic and inefficient. It's almost impossible. Plus, we don't have the time and we don't have the money."

Coulson edged to the end of his seat, "I thought we were a multi-million dollar company..."

"That's right agent. 'Were'. We have wasted lots of our money in pointless research. It turns out that the Head of Admissions and Management was approving people who were not qualified for our researching jobs and turning down people who were!" Fury said angrily as he pounded his fist on his desk. "It has cost us thousands upon thousands of dollars. Needless to say, Ms. Davis is no longer part of faculty."

Coulson closed his eyes and pinched the bridge of his agent's mind was trying to soak in all the information, letting it settle into his head."Well, what are we going to do instead?"

There was a very long pause between the two SHEILD members. The room filled with silence, only a faint putter and patter could be heard in the distance. Rain started to pour outside. Fury rubbed his face and began to burn a hole in the table with his eyes. Coulson sensed the complexity of the issue as he glanced at his boss. Finally, after what felt like days, the Director spoke up.

"I have decided to create a sub unit within SHEILD. A smaller, but powerful division of the agency which focuses on a particular group of who can fight the battles that we just can't."

"Like the Navy SEALS?" Couslon offered.

Fury pondered on the idea, "Yes and no. Yes in the regards that these people will be elite, they will be chosen in an exclusive matter and they will be top secret. No to the fact that they won't all be on the battlefields or the front lines."

Coulson leaned forward in is chair, very interested. The new Head of Admissions and Management is never going to see the day of light for a while, he thought to himself.

"Some," Fury explained, "will be Heads of their own sub departments, while others will be behind lab tables and computers. And of course, the ones avenging situations. It's a team made of the best and brightest individuals we can find." Fury then slid the small pile of documents over to Coulson.

Coulson simply stared at them, not sure whether to read them or avoid the gaze of this boss, he asked, "Does the Board know about this?"

"No. Not yet, it's still a developing program. Until we have hard evidence and proof that we have this thing under control, they won't even look at the Initiative."

Curious, the agent opened on of the folders, his eyes scanned some information.

"That's for the new Head of Admissions and Management for the Avengers," Fury reminded him.

"Oh, of course," Coulson said mentally scolded himself for his intrusion and set the file back on the table.

"Agent," Fury said slowly, as if Coulson didn't catch what he just uttered,"You are the new Head of Admissions and Management for the Avengers."

Coulson's head snapped up, shocked. What?! How? He has got to be joking. But Nick Fury doesn't joke. Why me? There were so many questions, but instead of asking one appropriate to what he was feeling, his brain chose a different one."They're called 'the Avengers'?"

The corner of Fury's mouth twitched, "Yes, I thought it was fitting."

Coulson nodded numbly, still overwhelmed from his promotion,hesitated before inquiring, "Sir? Does the Assistant Director know anything about this?" Coulson asked this because he realized that Agent McCollum was not accompanying them.

An expression that Coulson couldn't decipher appeared on Director Fury's face."No, Phil. Agent McCollum has gone missing."

"Missing!? What?!"

"That is an issue for another meeting, Agent. But, rest assured, we have our top agents and scientists investigating nonstop. The Head of Investigations is keeping me updated every few hours," Fury looked down at his watch," The morning custodians are going to be here soon. We best get the day started."

Coulson stoop up and packed up his briefcase, throwing in his notepad and calculator. He gathered up his new files and thanked the Director for his promotion and patience. Coulson was about to close the heavy door behind him (which didn't seem so heavy now) when he remembered a question he'd been meaning to ask. He slowly turned around to face Fury.

"Director Fury," Coulson started. Director Fury looked up from his desk and blinked."Why me?"

Fury suppressed a smile to keep the exchange professional."Why not, Phil?"

It was then that the fair-skinned, brown-haired agent with his infamous sunglasses truly respected every fiber of the Director's being, eye-patch included. The fact that Fury decided to assign a 'newbie' to one of the most important jobs for an extremely important initiative showed how much he actually trusted him. And trust is not an easily gained quality with Fury. It spoke volumes. Filled with a new found feeling of importance, Coulson nodded a brief 'thanks' and turned towards the door.

"And, Coulson?"

Coulson backtracked, "Yes, Director?"

"I need candidates for the Avengers here, in my office, ready for interviews, by no later than next week."

"Yes, Director Fury," he answered and left the office behind him.

Before stepping into the elevator he let out a small celebratory punch in the air he had been holding in. The agent boarded the life and his mood dropped, but not nearly enough to damper his spirits. "Shit," he muttered, "I'm not going to see the day of light again. He flipped through the documents and data as he waited for the elevator to open. Where to start?

Coulson was reading snippets of data and statistics that caught his attention. He noticed that most of the individuals that SHEILD was interested in recruiting were quite young and quite different. One file he held in his hand was one of a kid in high school while the other was one of an individual with a doctorate. He found a pair of relatives with strange names and some candidates with unique backgrounds or abilities. It was a daring mix should they all want to be apart of the Avengers.

The elevator doors opened once more and he made his way up to his humble office which was a few floors soft rumble of sounds below him indicated that co-workers and faculty were now arriving as they begin to start their busy days as well. As time passed, he heard the faint noises of the staples, phones, and elevators all come back to life and he saw more cars fill up the parking structure. He contently sighed and signaled a polite 'hello' to a few fellow associates in the corridor. Sure the headquarters was a place of stress, pressure, and importance, but no place has ever felt like home to Coulson than here. They were a dysfunctional family and he liked it that way. To his amusement, the facility was only about to get even more hectic based on his short knowledge of what he's read so far.

Coulson arrived at his humble office ready to fully review the candidates.

He poured himself a cup of coffee -no sugar -from the break room and settled down to begin working. On his desk was a small black box, almost like an engagement ring box. Coulson searched for some type of note to accompany it but no such luck. He concluded that it couldn't be anything intimate. He also wondered if some confused person left it in the wrong room, which wouldn't be entirely improbable. There were over a hundred different offices in the headquarters and it was likely that someone got off a floor too early and delivered it to the incorrect room by mistake. He pushed it gently aside until he could contact maintenance later, pulled out his files and took off his sunglasses.

The filer were color coded in an order the agent knew nothing of. So, after much internal debate, he decided to go with his logic and reason and chose the folder of his favorite color: navy.

"Ah," Phil murmured," the high school kid." Clearly the youngest of the bunch. Coulson wasn't sure whether it was a beneficial thing for the kid. To have a powerful organization wanting you for- what did they want him for, again?

He flipped to the informational page. Coulson raised his eyebrows,impressed at the bountiful newspaper clippings. They read: "Saved by the Mask", "Spider-man Does It Again!" or "Citizens in Search of a Hero". He read over them briefly and highlighted important phrases. The kid had amazing abilities. It's not every day that SHEILD stumbles upon a person who has the same capabilities of an arachnid. Coulson took out his phone to look at his schedule. He will have to visit the high school first thing tomorrow morning. The digital clock on his desk displayed the time: 4:30.

"Too early for school..." He shrugged and picked up his office phone anyway, deciding that he'll leave a message. Coulson clicked some numbers and pressed the phone to his ear. He counted the number of rings in his head and waited for the tone to record his voice message.

"Hello, this is Phil Coulson of SHEILD regarding a call that you may or may not have received. In case you have not this call is also regarding a student by the name of Peter Parker. It's nothing to be alarmed about. Please call us back further information. Thank you." He recited as friendly and as professionally as he could.

Coulson went to the research department downstairs to ask for some telephone numbers and addresses that he though may become useful or come in handy. When he returned three hours later was after being caught up in other work related errands he saw the blinking red light on the land line box. They had already returned the call.

"Let's see if we can catch this spider in our web," he said, chuckling softly at his own joke.


A/N: Thanks for reading, and don't forget to review! (I respond back to all reviewers). Stay tuned...