Author's Note: This story takes place right after the events of the Super Soldier and the Slayer.

Disclaimer: The Marvel Cinematic Universe and Buffy the Vampire Slayer belong to their respective owners.

The Experiment
Chapter One: The Offer

Faith looked out the window of the helicopter, at least she tried too, Phil wasn't lying that she wouldn't be able to see out the window. It didn't put her mind at ease, despite the fact she had prior warning. She had no idea where they were heading or if there was any truth to the purpose of this little trip.

But when she was escorted out of her building she was quick to notice three parked cars around the block, all identical to the one she had been put in. That all but screamed that despite her voluntary capitulation could have been not so involuntary. At least that was what the suspicious part of her mind concocted up upon seeing the type of chaperon she had for herself.

You don't get this kind of escort unless you are going somewhere secure, or they do know exactly who she is and what she is capable of. Another worrying sigh that made her paranoid mind think up a swath of possible scenarios that she could be falling into.

Whoever this Director was, he wanted to meet her. As well as make sure she reached him, willingly or not. You could call her paranoid or even a little crazy, sure she volunteered to come, but that didn't change the fact she was with some shady special ops group. Her compliance might have just made their jobs easier.

The Helicopter lurched slightly and came to a stop, she looked around for a second not knowing what just happened. It was impossible to tell if they were in the air or not, day or night, the only thing she was certain was they weren't doing barrel rolls through the air.

"We've landed, let's go." Coulson said, answering her internal query, he rose from his seat and opened the door.

"Wow, were here already? I didn't know it was that close." Faith said, but those words died in her throat when she noticed the airfield she was in, old and abandoned.

It would seem that they had gone a little further than she thought, and the fact she had no idea where the hell she was at the moment, only made the idea of retracing her steps harder. As far as she knew there were not many air fields in this state, neither did she suspect there were any barren deserts as well.

Where the hell did they bring me? Faith thought with some dread, really regretting coming with these guys without putting up at least some sort of resistance.

"This is a pit stop, we are going somewhere a little more remote," Phil replied, he hadn't even stopped to say that as he moved for the waiting jet.

The guy was bipolar or something, when he was on the helicopter, he didn't move a muscle or say a word. Now he didn't even seem to want to waste a single second he had to either stretch or stand around, she wondered if he was going stir crazy and this little walk was what he needed to fight off the hour flight they had where he just sat there doing nothing.

Faith didn't know what to expect when getting on the plane, to be knocked out came to mind, but why wait to do that here and not in the Helicopter? Enclosed space? Nah, that wouldn't be smart to do that, even on a plane, it would be too tight. Maybe they were waiting for something with a little more head room? Like maybe a massive abandoned air field in the middle of nowhere? Can't get anymore open than that.

Who knows, Faith rolled her eyes at her own sardonic thought. She was quick to take in the surroundings though, being a slayer and raised in some violent places often gave you a keen eye. This gave her a chance to scope the area out, see what little details she could pick up about where they had landed and are going to depart in the next few minutes.

As she walked behind the balding agent, Faith noticed that there was nothing else nearby, no waiting cars or even people standing guard. This place was definitely only a pit stop, and more than likely she could retrace her steps here and find nothing to say these guys had been here. Smart that was, leave no identifiable trace of their arrival or departure.

"I think on things too much in my older age," Faith grunted. Sometimes she missed the days when she just needed to act when something happened, not think they were just going to attack. Who knows, maybe they were the nice secret intelligence organization.

Fat chance, her more cynical side countered, while deep down her more accepting side did agree.

As she stepped up the stairs and into the plane she found it to be a clean and well furbished interior. It definitely had a very nice set up, a small bar off to the side with an assortment of drinks available that you could probably make every single type of cocktail known to man. Lacey would have liked seeing this, she mused.

As she passed the bar she found someone waiting for her, sitting in one of the two leather seats with a table between them, a bald African American man. He looked up at her with his only eye, the other scarred one hidden behind a black eye patch, and even then she could feel the intent behind his stare.

"A pleasure to meet you, Miss Lehane," Despite his words his expression did not openly convey any positive charm or emotion, just words that came out of the stoic visage of the man before her.

"And I can assume you are the Director of SHIELD," Faith replied, taking in the older man's appearance and body posture, rigid and well-guarded, this guy was definitely a spy.

"Nick Fury," His hands unclasped, gesturing to the cup filled with a darker liquid in front of her. "Care for a drink?"

"Is it drugged?" Faith asked.

"It is, it has a harmful narcotic that will knock you on your ass," Fury replied, straight faced. "It's called Ethanol; you need to drink it a few times for it to kick in, the bottles there if you're feeling brave."

Faith smirked at that, she didn't know what he was playing at, but damn after three sentences she was starting to like this guy. Spies that she dealt with were tough necked and often annoying, but Nick Fury seemed to make the spy game seem fun.

"Maybe later, like after you've told me what you want with me?" Faith replied, keeping her eyes Fury, looking for anything suspicious or deceitful, she doubted it would be that easy, but you never know. "I know Riley, and despite our problems I doubt he would rat me and B out to some shady intelligence agency."

"No need to worry, I have been aware of you two for a while now, several years in fact, but we only got the full story on you when we brought Riley Finn into SHIELD." Fury replied, his face still serious as he looked at her, although it appeared more relaxed than before.

"He's an agent of yours now?" Faith asked, wondering why Riley would hook up with these guys, wasn't he trying to have a calm life with his wife right now.

"For a few years. He is the team lead on Project WAND, leading the division in supernatural countermeasures and assessments." Fury replied, completely straight faced.

Faith blinked, she didn't know if she had heard that right, but she felt the need to ask. "'WAND'?"

"Wizardry Alchemy Necromancy Department." Fury replied, his face nothing but a mask of indifference.

Faith stared at him for a few seconds, his face not showing any amusement or annoyance. It was by far the most stupid name she had ever heard, she got the SHIELD name down and that remotely made sense, this however rolled off the tongue like… something that didn't roll of your tongue.

"Seriously. What is it with you spooks coming up with words for these crazy acronyms? Does it make you feel smart that you get to make a name sound cool?" Faith said, showing some sarcasm as she looked at the man, wondering if she could get a reaction out of him.

"Officially WAND doesn't have a listed acronym. It's something we came up for in house," Fury responded, not showing an ounce of caring at her statement. "It fits its broad scope, which the field of occult deals in. Over the years SHIELD has come across things that can't be explained by our normal standards, that don't fit into the knowledge of gifted individuals and more into the occult, which is discredited, until they actually do something."

"You mean like running into a vampire, I bet that kinda changed your opinion," Faith said with a smug smirk at first, only to let it go somewhat when seeing him glare with the one eye. "Hey, Phil's killed one. I can only assume you've done the same."

"That... and the fact that we came into possession of the records from another organization that had been created by the United States Government shortly before World War II called the DRI. They had extensive knowledge and dealings with the supernatural, though it was very much the dark side of it, hence why they were named the Demon Research Initiative. In their final years of operation, they were simply known as the Initiative."

That got Faith's attention as even though her experience with the Initiative had been brief, she got the whole story later from Buffy and the Scoobies. To think that SHIELD had their files for years and never made any moves at all. It was either that they did not see them as a threat, or it was that they had only decided now they were going to make their move. Either case made her nervous, one showed that the Slayers were not up to their league to be noticed, or dealt with, the other meant that the status quo on leaving them alone had changed.

"You can call it dumb luck or fate, our two worlds have never truly intersected much, save for a few isolated incidents. But even then there hasn't been much to go with other than who and what was involved," Fury stated, passing a file forward over to Faith, she looked inside and found one of the missions pertaining to Buffy.

It had information on her when they were starting out in rebuilding the Watcher's Council as their own, listing of a few of their safe houses in England, Spain, France, the United States. They even had some of their fronts listed, Sanctuary being one of them. Faith was both impressed and a little worried, SHIELD did have tabs on them, but always at a distance, and they always never knew they were there.

"You've been busy," Faith said, looking at Fury.

"We have been keeping track of you since the destruction of Sunnydale, after all we keep track of people of interest as well as potential threats," Fury stated.

Faith could understand that, but the fact that they had been in the cross hairs for so long scared her a little, these guys had their sights on them for so long and they had no idea. "How long have you been following us?"

"Years. Not long after the destruction of Sunnydale, the files from the Initiative came into my personal possession," Fury replied. "Once I verified the contents of the files, decided I needed some inside help."

"So you recruited Riley," Faith assumed.

"That's right, I contacted Riley Finn and his wife not long after these files came into my possession. Understand, this was something we had almost no idea on, I don't like that one bit," Fury stated, letting that emotionless face slip to show some displeasure. "While I couldn't devote a large number of agents to work an area that was considered 'fringe', I saw the need be prepared in the event things got out of hand."

"So they signed up, just like that?" Faith replied, she doubted it was that simple.

"The Finns themselves at the time had falling out with this 'Demon Hunting Unit' that the US Army was running as a way of mopping up the Initiative's mess. I brought the two into SHIELD, offered them resources and a mobile base of operations to do better. WAND functions as a subsection of SHIELD. Its members are considered as SHIELD agents and officially they are, although they are kept mostly off the grid to avoid unwanted eyes wondering why we are researching the occult."

"It just so happens that in addition to have the cover job of doing normal spy crap, you have Riley keeping his eyes and ears out on what happens during your regular missions that could be something that ventures into our territory," Faith realized. It was smart really; anything that SHIELD came across that it didn't know they would pass it down to them for handling, and since they were the only ones handling it the records would only be known by them.

"You say it's your territory but you really aren't a Government sanctioned organization," Fury stated, and before Faith could make a snappy comeback he beat her to the punch. "And don't give me any bull about the Watcher's Council. You may have rebuilt the council in name but it nothing like the Council of old. You may have better intentions, but it is still a group full of Gifted individuals."

"And there you go saying that word like that again. Gifted," Faith said, noting how 'Gifted' sounded of importance, and usually when a secret government group saw something important that was often bad for those that were important. "There a reason why you are saying that?"

"As much as you may think you know the world, it's even bigger and stranger than you think," Fury responded. "There are people out there with powers and abilities that normal humans can't understand or can't deal with. SHIELD seeks to protect the public from this world and keep it in the shadows as long as possible."

"Not that easy though is it. I mean it's not as if you have a score card," Faith half joked, yet noted Fury's look. Her jesting dropped as her eyes narrowed. "You have one, don't you?"

"It's called the Index," Fury confirmed. "It's what we use to keep track of Gifted Individuals, people with powers that we know of who could be a threat."

"And I'm on it," Faith growled, a very sneaking suspicion that it was true.

"You, Buffy Summers, Willow Rosenburg and about a dozen or so Slayers and magic users we've identified over the years. The world can be a dangerous and unpredictable place, I am sure you know that already," Fury stated in a calm tone.

"We're not a threat, we have never been," Faith snapped, annoyed that she had actually started to trust these guys and they seem to not be sharing it, well trust was a strong world, she distrusted them less.

"It's true. Buffy Summers has never been a threat. A number of the Slayers you have recruited, like Kennedy Collins, Violet Hart, Lacey Davidson, are people that we could have nothing to fear about," Fury acknowledged, however had a point of his own. "Yet, we are well aware that not everyone you bring happens to be stable. And even then, we have reports of young women possessing the same gifts as Slayers and some of them have history with violence, criminal records, and even acts of domestic terrorism. That is a very serious thing, especially if you are harboring those types of people."

"That may be true, doesn't mean we turn our backs on our own people," Faith countered. "Not everyone we find is a good person, but we try our best to make sure they won't become a threat to normal people. We rehabilitate the ones we can and we deal with the Rogues, on our own because they are ours."

"Yes, you handled Sasha Deveraux just fine on your own."

Faith flinched when she heard that name. As bad as Faith had once been, Sasha was worse. She actually believed herself to be above humanity and that they didn't need to protect them. She took Faith's old teenage philosophy of 'need, want, take' to extreme levels. What was worse, she managed to get other Slayers to think the same way and brought them under her banner. While it wasn't a huge number, losing over a dozen of their sister Slayers to that silver tongued sociopath had been a very bitter pill to swallow. She had been a very charismatic and devious individual.

"For nearly two years she operated across Europe, engaging in illegal activities, spreading chaos around like it was an art form," Fury stated, rising from his seat and then looming over Faith, making her appear to be a child that had done wrong.

"We handled her," Faith stated, defending her organization and their actions. "We put her in the ground when we knew she wasn't going to stop."

"But she didn't go quietly did she. Innocent people died in the middle of your little civil war. The fact you let it get out of control so bad and let them get the run on you only proves that you cannot do everything," Fury stated factually, making Faith growl at the statement.

"We have protected the world from the shadows for years and asked for nothing in return! We are not the bad guys here!" Faith defended herself and her fellow Slayers, rising from her seat and glaring at the man. "Sure we got problems and we may be the only ones handling it, but we are still doing it. This isn't a fairy tale where everything works out when the one bad guy is done for, there's a lot more out there. And I intend to be the one helps to take them all down."

"And are you just doing this to try and make up for when you were the villain of the story?" Fury responded, even when the Slayer was inches away from him and ready to pounce his face remained unchanged as he made the cold and blunt statement.

That put Faith in her place as she froze, seeing that even as she had reeled in her anger, Fury had been calm throughout. She should have expected it, that he would know about her past and the things she had done. How much was another matter, but if they knew what their organization was doing, then there was no telling how much they knew all up about the people in it.

Not long after she broke out of prison to save Angel and after the fall of Sunnydale, she was worried that she was going to be looking over her shoulder or have to leave the country altogether. When the federal marshals tracked her down in Cleveland, she had assumed that she would be sent back to prison.

Instead, to Faith's surprise, she had been told they were there to teach her how to function in witness protection. Before she could say anything, she had gotten a call from Angel, who as she learned only a day earlier had taken over the LA Branch of Wolfram and Hart. She had already been planning to go down and talk sense to him before the marshals came.

It was then she learned that part of the deal he made with the senior partners was to ensure her own safety from law enforcement. 'Officially' Faith had witnessed something rather damning in the prison she had broken out of and had been in fear of her life. She 'agreed' to turn states evidence against 'certain individuals' when the case came to trial. In return, the federal government gave her the identity of Helena Prentiss.

Faith tried to talk him out of it, that she doesn't want him to fall on the sword just for her but Angel assured her there were other reasons why he had taken over the LA branch and that she should do what she had been doing, even in prison: making amends for past sins.

And so she spent nearly nine years living in public as Helena Prentiss, only able to use her real name in front of her fellow Slayers or those that she felt she could trust. Using her real name with Steve, that had been a rare occasion. That she could just be herself instead of just remembering to use the name Helena instead of Faith.

All because of the stupid mistakes of her youth.

Mistakes that she wanted to make sure the new girls didn't make. If she could keep any of them from becoming another Sasha or even when she had been part of the darkside, then it would be worth it all for the girls. They even kept… Our own damn records. Faith let out a sigh, closing her eyes in defeat. Can't be that angry about being put on a list when you make one yourself.

"I see you understand, but let me clarify for you a bit more. The Index's main purpose is so that we know who and what we are dealing with, for the potentials of what happens if someone does switch sides," Fury replied, after all I have people on it that are part of SHIELD, do don't get too worried. "I am certain while you don't have an Index like ours, you have at least evaluated and keep track of the hundreds of Slayers that you have found. Even the ones that haven't joined your organization."

"I'm not giving you our list," Faith said after a long moment.

"I wouldn't ask for it," Fury returned, taking a seat and motioned for Faith to do so. "But I do think if we are to avoid having a repeat of Sasha happening ever again, then it's time we begin to have contact between our groups, or more specifically yours and WAND."

"And what," Faith began as she took a seat opposite of Fury. "Do you plan on me to do as a liaison. 'Cause honestly, I found the whole idea laughable when I first heard it."

"I believe that there is a change coming," Fury said gravely. "That the world as we know it will no longer be the same. The first sign I had of this change, a certain man in a flying suit of armor."

Faith said nothing, only nodded. You had to be living under a rock to not hear about Tony Stark or Iron Man, depending on your preference of titles. Andrew nearly had a heart attack when seeing video of the suit. It was probably the nerd's greatest dream ever.

Trying to replicate it had been a pet project of Andrew's but no way he was ever going to get it. B had put her foot down when his attempt at trying to find a magical power source to try and mimic the hand blasting ability caused a significant explosion. Andrew was good at out of the box thinking, but trying to build his own Iron Man, definitely out of his reach.

Still, it had some worried that they would be seeing armies going out and strutting out armors like they were the latest fashion trend, given that the playboy was originally a weapons designer. Fortunately that hadn't happened, yet, but it was something the supernatural community took notice of. In the first month after Stark showed out of his armor, there was a massive demon clan that had in their heads that this was humanity's great weapon against demon kind and they need to kill the humans first. This demon clan had a particular vulnerability to iron weapons, hence their need to strike out.

Thankfully, they had gotten wind of it and the Slayers managed to eliminate the clan before they kill a lot of people. But what if they hadn't? That was something Faith didn't want to ever have to think about.

"Change is inevitable, Lehane," Fury continued, looking at her with a resolute expression. "I'd prefer to be ahead of the curve. I believe that now is the time SHIELD, through WAND, and the Watcher's Council should start to have an accord. But this accord will not work without a party that both sides can trust. Someone to work back and forth with both sides to ensure an honest and true partnership."

"And you trust me?" Faith asked him. "You only know me from files and accounts from other people. I just met you."

"I've spent the last few years getting to know you, Buffy Summers and the few others from your group that we have on the Index. I know what you did, the people that you killed when you went rogue…" He let that hang there for a moment, just so she could be reminded of the past. "And I believe that your actions since your prison break out are for a genuine need for redemption." He pushed over one of the folders on the table that was between them. "Enough to offer you this."

"And what exactly is this?" Faith asked. Fury said nothing, only motioning for her to open it. Shrugging, she did, seeing her face on the first page. It read like a police file, mentioning when she had been arrested for being naked on that bus when she saved those nuns the night she had been Called. But everything else, all of her crimes. They weren't there. "Seriously, what is this?"

"Your life returned to you," Fury answered. "You become my liaison and you will no longer have to live under the identity of Helena Prentiss. Faith Lehane will be a free woman without a criminal past."

Faith stared back at Fury with disbelieving eyes. "You… you can't be serious. You can't possibly have that kind..."

"I am the Director of the most clandestine intelligence organization on the planet with near unlimited resources," He said as a matter of fact, and looking at her as if she had somehow insulted him. "Erasing your criminal past from record is something that I can do thanks to those resources."

Faith fell back into the chair as the implications hit her. She had just about resigned herself to having to hide who she was in public for the rest of her life. It was an alright trade off in her mind for her past sins. She was still in a prison of sorts. But this…this sounded just too good to be true.

"What is the catch?" She asked after the longest of moments.

"The catch, as you put it, is that in order for this to work and avoid my superiors know about your people, you will have to become an official member of SHIELD, attached to WAND."

And that is one hell of a catch, Faith exhaled. She worked well with their own organization because she had helped in a bit in the building process, of training new recruits. But the idea of joining an agency like SHIELD as an official member. And working under Riley, did he even know what Fury was offering to her right now she wondered. "... I'm going to need to think about this."

"I'd be concerned if you didn't," Fury replied. "But for right now, what do you say to a consultation?"

"Consultation for what?"

"I have a facility that I'd like to bring you to," Fury explained. "There's something I'd like you to take a look at personally."

Faith thought about it for a moment before nodding. "Why not? Might actually help me in making up my mind whether or not trust what you say." She took a moment before speaking. "I just gotta ask, why bring one of us in now? Was it really the timing of running into Steve by chance?"

"Well, I really wasn't expecting you to run into Captain America," Fury replied.

"So he really was ex-military. Figured that much," Faith said. She noticed the amused look on Fury's face. "What?"

"When I said you ran into Captain America," Fury said getting up, taking a folder to give to her. "I wasn't kidding."

Faith gave him a disbelieving look until she opened up the file. She saw Steve's name at the top but then she saw a page with two different pictures, labeled before and after. The before page being a scrawny looking guy and the after was Steve as she knew him.

You have got to be fracking kidding me! Was the thought that was running through her head over and over again as she started to read the file on Captain Steve Rogers.

Fury smiled, enjoying her dumbfounded expression as he walked to the front of the cabin, finding Phil there. "Pilot is ready to take off whenever you are, Boss."

"Tell him he has authorization to take off. I want us to be at Pegasus within a few hours," Fury stated.

"Understood," Phil nodded, noticing Faith's seated figure, being very rigid. "What did you say to her?"

"I told her she ran into Captain America," Fury said with a half-smile. "If she wasn't interested before, she is now."