Author's Note: The idea for this story was inspired by the 2011 Woody Allen film 'Midnight In Paris.' The majority of this takes place during the timeline of 'Captain America: The First Avenger,' but will circle back [eventually] to 'The Avengers' timeline and present day. Also, thank you to Ayshen for being the bestest bestiewife and beta-reader for this.

~*~i've been homesick for you since we met~*~

pairing: maxie jones/steve rogers and lulu spencer/bucky barnes, aside

fandoms: general hospital/captain america

summary: and i never (never) saw you coming, and i'll never (ever) be the same/or during an alien invasion (seriously), maxie and lulu somehow wind up in 1942 where they meet steve rogers before he's transformed into captain america and his pal james 'bucky' buchanan barnes

rating: t, but will be bumped up to m for later chapters

~*~prologue~*~

It was indescribable what was happening on the streets of Manhattan.

Cars were turned over, buildings were collapsing into piles of cement and brick, glass from the famous skyscrapers was everywhere, store fronts were smashed, small fires were breaking out everywhere, and if you dared to look up at the otherwise clear sky, you would see a large black hole and these things – large, scaly and lizard-like – pouring from said black hole.

The sounds – the screaming, the zaps, the explosions – they all sounded like they were coming from a video game, but they were real; painfully so.

And in the middle of the chaos was a tiny platinum blonde with roundly shaped diamond eyes, definitely not dressed in her tight fitting black and white dress with its peplum hem and six inch strappy black wedges, for running away from the disaster zone that was now downtown. At least a block ahead of her was her best friend; only slightly taller, her hair a darker shade of blonde and eyes a forest green flecked with streaks of hazel who was dressed only slightly more appropriately in dark skinny jeans, brown boots and an off the shoulder green sweater.

"Seriously," Maxie Jones huffed, her breathing heavy and shallow. "I have a heart condition, you bitch! Slow the fuck down!"

"Slow down?" Lulu Spencer whipped her head around, forest green eyes blazing and narrowed. "Are you serious right now, Maxie? If we slow down, if we stop moving, we're going to die!"

"Well, if we're going to die can we at least hit up H&M? Because my very stylish corpse cannot, I repeat, cannot be seen with," She finally caught up to the other blonde, her hand waving up and down her frame. "Yours if you're going to be wearing that."

"You're hopeless." Lulu rolled her eyes, grabbing for her hand and dragging her along as she broke out into a sprint.

As they rounded a corner, Maxie stumbling into Lulu's back from teetering on her heels, their eyes went wide and their bodies started to shake. Surveying the damage that was already done was one of those things; at least six feet tall, black eyes, gold and scaly skin gleaming and what looked like a gun in its hand.

"Come on." Lulu hissed, eyes darting in every direction, hoping to find an escape route. "We have to try and get away."

"That's your brainy idea? We have to try and get away?" Maxie deadpanned. "Clearly, the famous Luke Spencer 'planning' genes or whatever, skipped a generation."

"Says the girl whose parents are international spies." Lulu snarked.

"At least you kinda, sort of knew your parents!" Maxie whacked her on the arm with her purse. "Mine were always MIA off doing whatever in, like, the jungle or in some foreign country that's not even on a map! So, like, when exactly were either of those deadbeats going to teach me how to be freaking 007?"

"Well, when you come up with a better idea, let me know. Till then, just shut up and get down. If he-whatever that is – can't see us, it can't shoot us."

"On the ground?"

"Don't start complaining about your dress or your shoes and how much they cost or how you can't ruin your hair. Seriously, don't."

"But..." "Maxie!"

Before they could keep arguing, they heard the sound of glass crunching underfoot and then there was a slight growl that came closer and closer, the low rumble becoming more and more deafening.

One of the alien lizard things was advancing on them, gun shaped weapon pointed and ready to aim.

"Oh my God." Maxie repeated over and over, desperately clinging to Lulu's arm. "Okay, um, so, like, this is it," She rambled. "So this is when we confess stuff to each other, right? Bare our souls and all that stuff? Because, um," She let out a shaky exhale, wild diamond eyes connecting with Lulu's frazzled forest green. "I totally knew that Brook was trying to pass off her baby as yours when she was being your surrogate."

"WHAT?" Lulu shrieked. "You knew? The whole..." The words died in her throat as the sound of a zap blasted through the air. Thankfully, somehow, it had missed; sailing just barely over their heads.

"Eeek!" Maxie yelped, inwardly cursing at her lame choice of last words.

The thing was obviously not happy about having missed its targets and it crept closer, making the two young women grasp at each other, so tightly they weren't sure if they were breathing. They closed their eyes tight, tears welling up and preparing for the gasp of air they managed to take in to be their last when suddenly a loud crash and the familiar sound of a gun – an actual gun – being fired thundered in their ears.

"Are we dead?" Maxie whispered, eyes still closed. "Like, are we surrounded by the white light? Are Georgie and Robin here?"

Lulu took a steadying breath and cracked one eye open. Whatever that thing was, was no longer advancing on her and Maxie like it was a starving lion that had found two wounded gazelles. The alley way they were in was bare; except for a man – no, two men – one in a skin-tight blue suit with red boots on his feet and matching gloves on his hands, bending down to pick up what looked like a shield and another dressed like a solider, guns strapped to his chest and back, which he was re-loading.

They were alive! She and Maxie were alive!

"We're alive." She whispered, relief flooding her tone and both eyes opening wide. "Maxie, we're alive. We're alive." She repeated over and over.

"Ow!" She hissed when Maxie pinched her arm. "Sorry." The other blonde was unapologetic. "I just, you know, wanted to make sure we really were alive. Don't get your panties in a twist. Jee..." She didn't finish, a low and appreciative whistle escaping her lips. "Are you seeing what I'm seeing right now?"

"Really?" Lulu deadpanned, knowing Maxie was referring to the men that had saved them.

"What? I'm not dead. I'm just seriously re-considering my thoughts on spandex." Without shame the tiny blonde let her eyes roam over the taller of the two, dressed in what was akin to the American Flag. "Because," Her tongue slipped out to lick her lips. "Helloooo!"

"Ladies, are you all right?" He asked, gripping what in fact was a shield; red and white with a blue background surrounding a white star in the center. "You're not hurt, are you?"

"I'm not sure. See, I have a heart..." She couldn't finish before Lulu jabbed her in the stomach. "Hey!" She screeched, eyes glaring. "We're okay." Lulu assured, mustering up the best smile she could. "Thanks to you."

"Just doin' what we're ordered to do." The one dressed like a solider said. "Though," His lips curled rakishly as he raked his fingers through his messy dark hair. "Savin' pretty dames like the two of you make this mess easier to get through."

"Yeah," She drawled out, unimpressed and brows furrowing at his use of the word 'dames.'

"Bucky," The taller man shook his head. "Now's not the time to flirt. I apologize for Sargent Barnes' forwardness ma'am...

"Don't apologize." Maxie interrupted. "And, um, just so you know, you can be as forward with me as you want." She winked and even through the soot and dirt that covered his chiseled cheekbones, she could see his skin flush bright red.

"Ah," Suddenly a new voice entered the fray; this one low and sinister and hinting at some kind of accent. "The Sargent and The Solider. On the ground with out the rest of their little playmates to pose any sort of a challenge to me."

"Loki," They both said at the same time, stances snapping into battle formation in an instant.

"And who do we have here?" The God's gleaming electric green eyes were honed in on Maxie and Lulu.

"Seriously," Maxie gaped, taking in the black leather and the green swirling cape along with the golden helmet complete with horns jutting out. "Halloween was, like, five months ago. But, for real, Lady Gaga – wherever she is right now – is all your outfit is soooooo 2010."

"You dare mock me," He growled, pointing his glowing scepter at the pair. "You insolent mortal! I've had enough of your inferior race! I am a God! All of you people are beneath me, and it's time you be put in your place!"

"Brother!" A booming voice literally had the fragile ground shaking beneath all of them. In a swirl of a red cape appeared a wind-blown hulking man, standing taller than even the one in the spandex suit who had to be at least six feet. "It is over." His voice was softer, almost caring as he approached the pale black-haired man. "Do not go causing any further damage."

"You're surrounded, Reindeer Games." Came the metallic sounding voice of Iron Man as he was joined by a curvaceous red head in a tight fitting black cat suit, a man with short sandy hair in a matching suit and a lumbering giant green monster.

"Finally, someone I recognize around here." Maxie grumbled before hissing, "Ow!" and rubbing her arm where Lulu had pinched her. "What the hell was that for?"

"Shut up. For once in your life, shut up." She ground out through gritted teeth. "You want to get out of here alive, don't you?"

They stayed huddled together, their eyes unable to look away from the scene before them; the blonde man in the red cape with shoulder length hair advancing, slowly and carefully on the the pale black-haired man. But apparently he wasn't going to give up that easily, before either of them could blink, they were suddenly [somehow] right in front of him, his arms wrapped tight around both of them and using them like a human shield.

"Hey!" Maxie screeched, squirming and kicking her feet. "What the hell Marilyn Manson!"

"Fuck," Iron Man cursed, glowing eyes from his helmet darting toward the blonde in the spandex suit.

"Brother, your quarrel lies not with these fair maidens of Midgard, but with me and Odin. Release them and let us work through our differences. I am pleading with you."

"Your pleas mean nothing to me. If you wish to take me back to Asgard, you will do so at the risk of these mortals perishing."

"Um, what?" Maxie squeaked, eyes growing wide. "Perish is another word for die, right? Cause, um, seriously, I'm sure you guys could work something out. Something that doesn't involve me and Lulu dying. There's so much I haven't done yet. I haven't become the editor of Cosmo, replaced Heidi as the host of Project Runway, make Tim Gunn my sassy gay BFF..."

"Silence!" Loki roared as his scepter began to glow, springing the heroes surrounding him and the mortals he was using as his human shield, into action.

Before the flash of the bright blue light across their eyes could register with Maxie or Lulu, everything around them went black.