A/N: Another story from my Captain Hill headverse. Just a one shot that tells why Maria flipped out when Steve proposed in my last story. I don't think you need to read any of the stories for this to make sense, just have to know that in my weird little world Steve and Maria are the most awesome couple ever. :D

Some of this subject matter might have been dealt with in Agents of SHIELD, but I do not watch it so I'm not sure how they did it. I know, sounds like sacrilege. :D But I haven't even had time to watch Captain America 2 yet, I definitely don't have time for multiple TV shows. I have made it my goal to take the kids to see CA2 over Memorial Day weekend. I think I have a several hour span at some point that we have nothing to do. Or that could just be when the apocalypse is scheduled. ;D

Please R&R. & Have a great week.

Everyone thought it was a knee-jerk reaction. Everyone thought it "just happened" as a result of the proposal. No one, not even Steve, knew that the seed had been planted a year earlier, and, in the recesses of her mind, Maria watered her fear and nursed her insecurity until, by the time Steve knelt before her in the park that crisp December evening, it had grown into something so big that Maria couldn't help but respond the way she did.

Maria looked at Fury in disbelief.

"A Christmas present?" she asked, suspiciously. "What, an assignment in the North Pole?"

Fury shook his head, and Maria was fairly certain there was a glint of humor in his eye.

"Come with me," he said, and walked around his desk and out the door.

Entering the elevator down the hall from his office, Fury pressed the button for the medical level of SHIELD headquarters, an action that only confused Maria further.

Upon exiting, Fury walked with a steady stride through the front hall, passing doctors and nurses who didn't even give the director a second glance, as if they expected him to be here and seeing the head of SHIELD in their domain was a daily occurrence.

Finally, he stopped at a door and pressed his palm to a panel on the wall. The panel lit up and scanned his hand before Maria heard the click of the door unlocking. Fury pushed down on the door handle, then opened it and indicated she should step inside.

The situation was unnerving and Maria steeled herself before stepping across the threshold. But nothing could have prepared her for what she found inside the room.

"Hi, there," the slightly balding man said to her, with his usual smile crinkling the skin around his brown eyes.

He was sitting at a card table, a 1000-piece puzzle he was putting together laid out before him. His clothes were a hospital gown and a tan robe. Maria could see the matching slippers covering his feet beneath the table.

The only thing that kept Maria on her feet was years of training, both from SHIELD and her childhood, that forced her to betray no reaction.

"Phil," she said as calmly as she could, hoping her voice didn't shake.

"Merry Christmas," Fury said from behind her, then he closed the door as he stepped out into the hall.

Maria swallowed as she continued to steady herself. Phil motioned for her to sit in the chair across from him, which she did, forcing herself to assume a relaxed pose.

"I'm sorry we couldn't tell you," Phil said. "I wanted to wait until we were sure I'd be OK."

Maria nodded slightly.

"Of course," she said, her voice formal as she fought back the emotions that were threatening to pour out.

"So, I'm going to be and I wanted you to know," Phil said.

"Thank you," she replied.

She supposed she should say more, show more emotion. He must have heard from Fury about her reaction on the bridge when she heard he was dead.

Not dead. He was never dead. None of that had been real. Except her pain. That had been real, the most real thing she'd ever felt.

She shook herself internally, knowing she was coming close to a visible reaction.

"I'm glad you're OK," she finally settled on words she felt were appropriate without betraying herself to the one person she once trusted more than any other.

He knew, though. She could see it in his eyes. He knew she was holding back, he once knew her better than almost anyone. He was good at that, getting inside a person's head without even trying. He was reading her now, but for once she couldn't let him in.

After a moment, he seemed to resign himself to being left outside her walls.

"So," he said, easing himself back in his chair. "You and Captain America?"

"What?" she asked, completely caught off guard by this turn in conversation.

"You're dating Steve Rogers," he said.

Then he shrugged.

"Fury told me."

"Oh," she said. "Um, yes. Steve and I have been sort of seeing each other outside SHIELD."

She expected him to continue along this vein, but he apparently sensed her desire not to share more with him.

"I really dread seeing Clint," he said.

Maria thought her struggle against her emotions so far had been difficult, but adding the thought of Barton's reaction to the fact Coulson was actually alive nearly caused a break in her demeanor. She couldn't imagine anyone who would be more affected by this news than Clint. He had been through hell believing he had helped cause Coulson's death.

But the nasty thought that Black Widow might resort to some sort of retaliation must have shown briefly on her face because Phil said, "I'm sure I'd deserve whatever Widow might do."

Internally, Maria was non-plussed with his admission. Externally she regained control of her responses and gave Phil a blank look. The man lapsed into silence.

They sat for a while, thoughts swirling through Maria's mind, questions she knew she should ask like "How?" But she found she didn't want to know. The fact that he had been alive all this time was almost more than her heart, let alone her mind, could take at the moment.

Instead she thought back to Steve's face as Fury tossed the Captain America trading cards, supposedly Coulson's, supposedly covered in Coulson's blood, on the table in front of him on the now limping helicarrier. She thought about Steve's guilt over the months following New York, and how that guilt had been the thing that had brought them together.

She picked up the seed. Then, she planted it.

Steve had only come to her because he wanted to learn about Phil, he needed someone to help him through his guilt. If Coulson and Fury had been honest from the beginning, Steve would never have taken a second glance at her.

After a few more uncomfortably silent moments she again told Phil she was glad he was alive and that she wished him the best in his recovery. Then she rose to return to work and try to act as if nothing had happened.

But it had, and with the thoughts about what had happened, and the implication on Steve's relationship with her, she watered the seed.

When Steve found out a few weeks later, he was overjoyed. Maria could tell by even the way he walked that the burden of guilt was once, and for all, lifted. And it was just like him to forgive and forget, wasn't it? (Don't ask her later why she didn't think he could feel the same about her.)

So she waited for him to realize that he didn't need her, that it was just his grief and guilt that had made him desire her company. It would happen, it always did. Eventually everyone left. Coulson had, and she thought he'd never do something like this, not to her, not when he knew her so well.

And the doubt and dread grew, though she became an expert at hiding it. Because she loved Steve. She loved the warmth in his eyes when he looked at her, loved the feel of his hand in hers, loved his arms around her in comfort or pleasure. No one had ever been so good to her, treated her with so much respect, wanted her as a desired equal. She didn't want it to end any sooner than he did. And he would, eventually. All he had to do was learn everything about her. Once he knew her real fears, fears that had nothing to do with international terrorists or intergalactic armies, he would see that there was no way the two of them could be together. They were just too different. He was light, she was dark.

Somewhere, in the back of her mind, she was sure she heard her mother laugh. The voice reminding her that if her parents didn't even want her, who else ever could?

She could barely see his face as the fear descended upon her with his words.

"Maria Hill, I love you. Would you do me the honor of marrying me?"

She couldn't marry him. If she did, he'd find out, he'd know. All the other men could ignore them, the scars, as long as she kept giving them what they wanted. Some even had added to them. But no one had questioned them. Steve would. He'd want to know who'd done these things to her. She'd have to be honest with him, because in marriage you had to be honest, that much she knew. Then he'd know what a huge mistake he'd made, and he would leave her, just like everyone else.

Maria cringed visibly, then stood and ran. She heard Steve calling for her, heard the confusion in his voice. It killed her to know that she was hurting him, but it was for his own good. She could never be the kind of woman Steve needed. She'd been so selfish to allow it to go on for this long. She'd just wanted a little piece of happiness, even knowing it couldn't last.

Back in her apartment, she sat at the head of her bed. Her arms wrapped around her knees, staring at the picture on the wall, the sketch he'd made of her in the park so long ago, back when things were more simple and she hadn't allowed them to get so out of control. She heard Steve pounding on her door, calling to her. Then she heard her phone ring, knowing it was him. She ignored the noise, and eventually the noise stopped. She pushed him away, and eventually Steve got the picture and moved on. And Maria told herself it was for the best, every night, as she sat on her bed and stared at the picture, and wished she was a different person, a person someone like Steve Rogers would really want to spend his life with.