This is a Fem. Iron man and Captain America fanfic! So it is genderbended. I've never gender bended before so I decided to do it with someone that had been a girl in an alternate marvel universe. Fem Tony is actually Cannon. And her and Cap even get married in that universe so I don't feel toooo bad about making Tony a girl. (actually I don't feel bad at all, he deserves it.) This chapter right here is a Pg rating. Its got about as much violence in it as a Disney movie.
I do not own the Avengers or any of it's characters. They belong to Marvel (who is owned by Disney) and this is just Fanfiction and I'm not making any money off of it.

Natasha sat in the work room and stared at her iron woman suit sullenly. The paint was chipped and scraped off in various places, making the bright red and gold paint seem dull and pathetic like Toni's mood. The silence of the workroom surrounded her like a cage, leaving too much room for unwanted thoughts and feelings.

"Jarvis."

"Yes Miss Stark?"

The robotic voice calmed her slightly let her think of things other than….. him. "Play some music Jarvis, from my working playlist."

"Of course miss."

The haunting sound of Nothing else matters floated through the speakers around her. She glared at Jarvis, her brown eyes narrowed slightly, "Really?"

"It was the first song on the playlist."

Toni sighed and started working on her suit; she pulled the armor apart and began fixing every little thing she came across. Things that she would have normally overlooked were checked and fixed with a religious precision, even through the music and her mood the world narrowed down to her suit. Electrical problems were taken care of, paint was scraped off, metal buffed out and repainted. Nothing escaped her critical eye.

Her shoulder ached where she had been hurt in their most recent attempt to capture Loki. The muscle and nerve screamed in pain as she stretched and reached deep into the bowels of her suit, pain was just a distraction, it hardly mattered. It was nothing compared to how his words made her feel.

She had been reckless, tried to get Loki alone, but the opportunity was there and everyone was on the ground taking forever to decide what to do. Broken buildings and fires surrounded them as Loki continued through the city in his quest to find the materials for the tesseract. They had just been sitting and watching, waiting for Steve to come up with a plan.

"Hulk and Thor can circle around and come at him from the west," he looked at the team seriously and tracked Loki's movements carefully, "Hawkeye, you can cover the rooftops with Black Widow," he looked to Natasha, "you and I will circle opposite Thor and Hulk to try and ambush him."

Everyone had been in agreement with the plan except for Toni. She listened quietly and mulled everything over in her head carefully. Loki had a big advantage over them: magic. His ability to manipulate the things around him put them all at odds no matter how they went up against him and splitting up and trying to come at him from all sides just seemed to peg them as easier targets.

"It's not going to work," her voice rang out to the group, everyone stopped to look at her. Toni crossed her arms, "think about it, if we come at him from both sides and meet in the middle, we're just becoming a bigger target. What if we send one person out after him, he'll have to focus on that one person attacking him," she looked around at the groups, her eyes finally settled on Cap's face. He looked on the verge of arguing, but at least his manners kept him from interrupting, "then we send Thor to come at him from behind. And Green rage monster can do what he does best and wreck some stuff."

Toni smiled behind her mask, she knew her plan could work; after all she came up with it. Silence surrounded the group as they thought it over quietly, Cap's blue eyes flashed dangerously and he opened his mouth when Black widow spoke up, "who would go?"

"I could go," Toni said confidently, "I'll blast him a few times, throw some stuff at him, you know, be my usual charming self and…"

"Absolutely not." Captain America shook his head vigorously, "you're not going out by yourself, you'd get yourself killed. We'll stick to the original plan."

"We can't stick to that. We're going to get pummeled by Antlers over there; we've been using the same tactic, now it's time to try something new."

"We're not going to send anyone out by themselves," Cap's voice took on his hard don't fuck with me edge and when he used that tone of voice everyone listened, even Toni. "You can't go against him by yourself, we're a team and we go together."

"No, we can't keep going out like this," Natasha stood in front of him and crossed her arms, grateful for the good 3 inches that the suit gave her.

The Avengers watched silently, and slightly amused as the two stood toe to toe and glared at each other, it was like their own personal civil war, but no one wanted to choose sides.

Captain America spoke first his deep voice soft but firm, "I'm not letting you go out there alone."

Natasha tilted her chin up and arched a brow, the expression lost behind her mask, "just try to stop me stars and stripes. It's a good plan; it has a 90% chance of working. We have to take risks now and then. Why not take them with the gorgeous genius in the iron suit?"

Cap looked at Toni like he wanted to shake her, but she shrugged it off, they never got along anyway, even if they were good friends.

He shook his head resolutely, "No. We're a team we go in together. Your plan is reckless and dangerous; you're going to get yourself, and possibly someone else killed when they try to rescue you!"

Toni opened her mouth to spout out a smart ass retort when Thor spoke up, "The woman of Iron makes a fair case. We continuously attack Loki from one point, he is an Asgardian, he'll always be ready for such an attack," Thor looked at Captain America solemnly, "as a team we shall have to try new plans of attack, the woman of Iron is right in her assumption about my brother."

His blue eyes clouded up with sadness at the mention of Loki. Toni was always surprised about how forgiving Thor was to his brother. If someone had done all that shit to her –she mentally shook her head- she'd never forgive them. Somehow Thor never seemed angry when he talked about Loki; just sad and guilty.

"I don't want her going in there alone," Cap's voice brought her attention back to the conversation and she sighed, why the hell did the man have to be so damn stubborn about things?

"Well it's a good thing I don't need permission then isn't it?"

Cap looked at her and his eyes flashed with anger and pain? Toni looked at him carefully, surely he wasn't hurt by what she said, and it wasn't a secret that she was a bit of an arrogant ass. Not that she wanted to change herself, but why did it bug her when she hurt Cap's feelings?

"Jarvis turn the thrust on to 50%; let's go see if we can outsmart antlers."

"Of course Miss Stark, I've set a trajectory course for Loki's position."

Toni flew off, and had she looked back she might have seen the worry in Cap's eyes. Jarvis' course took her through wrecked buildings around behind Loki. Toni watched him as quietly as she could before aiming her cannon at him, "Hey antlers!"

Loki turned around and was blasted into a nearby building with a sickening crunch. Dust and stone flew off and made his point of impact impossible to see, but Toni knew that a little blast wouldn't actually hurt the madman. Just piss him off, but that was her job; keep Loki busy in a pointless game of cat and mouse until the rest of the avengers could surround him.

"So you're the sacrificial lamb." Toni spun around quickly and spotted Loki on a building behind her, "I admit I was getting rather….how shall I put it? Bored with the previous tactics of your little group," his condescending tone grated on Toni's nerves and made her teeth clench.

"Well you see," she lowered herself to the ground, "I'm the smart one, so I decided hey this guy is boring anyway," she watched his anger with satisfaction, "so I thought that we should cut the preschool tactics and move on to high school."

Loki's laugh surrounded her and she was taken aback by the genuine note of amusement in his voice, "very smart. I admit I'm impressed that you came to me by yourself," he walked toward her confidently, knowing she couldn't put a scratch on him, "we all know I can't control you because of the disk in your chest," he motioned to her arc reactor with his spear, "but your talent is wasted on the Avengers."

Toni watched him warily, stance deceptively calm, "Oh? And how is that? I think its fun to be able to have a group of goodies to constantly piss off."

Loki laughed as he neared her, "You're bored. Constantly having to follow orders from Fury and Captain America," He smirked at her, "Never being able to decide your own plan, never calling the shots," Loki stood in front of her confidently, "you could be so much more."

Toni mentally panicked at his words; it was like he read off of her frustrations. "I'm a genius billionaire philanthropist sex goddess," crossed her arms, "I'm pretty awesome without the avengers, and with them I even get fan boys."

"Yet, you're still dissatisfied. You're constantly undervalued by your group," he was suddenly behind her speaking in her ear, "you deserve so much more credit. You constantly make repairs and updates to their weapons and armor," his voice caressed her and sent shivers down her spine, "yet you're treated like a joke. I could give you so much more. I would value you're knowledge and battle skills, I would never treat you as an inferior," Toni bit her lip listening against her will, "you would be my equal. My Queen. Just leave them," his hands trailed over her suit, "just leave them. Join me; you can control this earth alongside me. Freedom is what causes all the trouble in your world. We could alleviate them of their problems...together."

Toni mulled over the idea in her mind. Loki could be right, maybe…Steve's face appeared in her mind, and the thought was lost. Arrogant ass or not she knew what side she was on, "tempting offer," she purred seductively and felt Loki relax against her. She looked around and mentally winced when she saw the avengers hiding around; they had seen the whole thing, "but no thanks."

Toni slammed her arm into Loki's chest and watched him get thrown back by the hit. The avengers rushed forward to surround him and Loki glared at her, "It was foolish of you to reject my offer." Loki blocked Thor and Cap, and used his spear to blast everyone away. "I would give you what they cannot. I know you thought about it, the rush of power, and the ability to control those who would doubt you." He aimed his spear at her and blasted her with pure energy, her suit's power shut down, and agony engulfed her shoulder as the metal bent in and cut to the bone.

Loki walked over to her and bent down, "worry not," he smiled, "I am forgiving, and I will continue to make my offer until you see reason." He stood up as Toni's vision went black.