Hello Avengers fans! As said in a lot of other fics, there aren't a lot of Steve/OC stories and seeing as I'm totally in love with Steve, I decided to write one the day I saw the movie the day it came out, which is also the day the Avengers destroyed my life.

So anyway, I hope you enjoy and I apologize for the lack of Steve for the first couple chapters.


Chapter One

For the first time in her life, Gwendolyn Powers was late. She wasn't terribly late, but she was always early and in the ten minutes that she was behind she considered herself late. Horribly late.

Gwen's flight for New York was to leave at one and it was already quarter to. Seeing as this was a flight on a private jet, there shouldn't have been much of a rush, but she was still panicking. Gwen never slept through her alarm.

Gwen hurried into her silver camero, which had been a gift of course. She never bought anything for herself seeing as she saw no need to waste her money on things she didn't need. After setting her styrofoam cup filled with coffee in a cup holder, she buckled her seatbelt and started up the car. The engine purred as it came to life and she put the car in reverse.

She merely glanced at the review mirror as she backed up and once she was out of her driveway, she put the car in drive and took off down the street.

Not only was it not like Gwen to be late, but she never went over the speed limit. But seeing as she had already done one of these things, she might as well do the other. Several cars honked their horns at Gwen as she sped through the city of Chicago in hopes that the jet wasn't going to take off without her.

After taking getting off the highway and eventually taking a turn down a dirt road which had been labeled "DEAD END," she parked the car under the leaves of a supposedly broken tree. She got out and grabbed the suitcase she had placed in the trunk of her car in case she was running late in the morning. She hadn't thought she would, but was now glad she had already done so. She slung her other bag over her shoulder and carried the suitcase by the side handle.

Gwen followed a path of rocks, all of which were in the shape of an shield. She wasn't sure how long it was, but she was sure that she was glad she wore jeans because branches kept getting caught on her pant legs.

At last, the private strip came into view and Gwen gave a sigh of relief when she saw that the jet was still there.

She stumbled out of the woods and as she got closer to the jet, two men standing near it wearing black suits and sunglasses noticed her and hurried over.

"You're late, Agent Powers," said one of them with a bald head and a square jaw.

"You don't think I know that, Agent Thorn?" she snapped as he took her suitcase.

The other man, who had long black hair pulled into a ponytail at the back of his head, gave a bark of a laugh.

"Looks like Powers is crabby today," he mocked. "We'll have to take care of that."

Gwen shot the man a glare. "By what means, Agent Maxwell?"

"Well, Mr. Stark has generously sent you another gift and it is waiting for you on the jet."

"I told him to stop with the camero," muttered Gwen irritably under her breath. She already had a pounding headache. She didn't need Tony to make it worse.

She followed the two men and they led her into the jet. The interior looked almost like some sort of five star hotel lobby. On the left and right were one row of chairs on both sides with the backs connected to the walls of the jet. On the far end was a little bar in which drinks were held.

Gwen saw that there was a box wrapped in gold paper and a red bow sitting in one of the seats. She approached it and opened it to reveal a new phone. Leave it to Tony to replace the phone that she had accidently run over with her car. But that was another story which involved grocery bags and fustration.

Agent Thorn took her suitcase and place it in one of the seats. No other agents were on the plane and the pilot and the co-pilot were already in the cockpit, waiting for everything to be ready for take-off. Gwen glanced at her watch and saw it was five past one. They were late.

Agent Maxwell took a seat next to the suitcase and Agent Thorn took the next one. Gwen sat down in a seat across from them. The seats were big and comfortable and made of black leather. There was enough space between Gwen and the agents that she could stretch out her legs without being in contact with them. She pulled her curly blonde hair over her left shoulder and rested her head back on the seat. Her headache was getting worse by the minute and she hadn't had time to take anything for it.

After reaching into her bag, Gwen pulled out one Excedrin and grabbed a water bottle from the bar. She quickly swallowed the pill and sat back down. Gwen closed her eyes as she felt the plane start moving forward, slow at first and then picking up speed. She felt the wheels of the plane lift off from the ground and yawned when her ears got plugged up from the pressure.

Due to the technology of the plane, they were in the air in half the time it would take a commercial plane. Gwen focused on trying to sleep, even though she was not a fan of naps. But at least she wouldn't feel the pouding in her head.

The Excedrin wasn't kicking in fast enough for Gwen and no sleep seemed to be coming. So instead, she opened her eyes and saw Agent Thorn reading a paper and Agent Maxwell staring at her.

"What do you want, Maxwell?" she asked with a groan.

He smiled. "Did you have a bad dream last night?"

Leave it to Agent Maxwell to say something like that. He never directly answered her questions. Actually, his answers were normally questions themsevles. Apparently before joining SHIELD, Agent Maxwell had been a psychiatrist. He therefore used his knowledge to constantly be finding out more information about Gwen, who was very reluctant to share anything. No one needed to know about her past. No one.

"Maybe I did, maybe I didn't," answered Gwen after a moment of silence. "Why do you care?"

"I could help you," said Agent Maxwell, shrugging.

"I don't need help."

"You're headaches are getting worse."

"It's none of your business."

"You should see a doctor."

"I don't need to!"

Gwen was getting fustrated. She didn't need this. She just wanted to get to New York, get to Stark Tower, and find out what she needed to do from there.

"Once again," said Agent Thorn as if sensing there was a need for a different subject, "we are sorry about the loss of Agent Coulson. He was a friend to us all."

Gwen bit her lip to stop herself from snapping back, but it wasn't Agent Thorn's fault. Agent Phil Coulson had been her best friend and no one seemed to understand this. Although there was nothing romantic between the two, both had understood each other. They had been very good friends. Yet there had been something intriguing about Coulson and Gwen didn't know what it exactly was.

"Yes, well, he died a hero," answered Gwen quickly. "It's just hard that I'm taking over his postion now."

"Is that what your dream was about?" asked Agent Maxwell. He leaned forward and propped his elbows up on his knees.

Gwen shot him a glare. "Why are you so interested in my dream?"

"Ah," he mused. "So you admit you had a dream."

Fustrated, Gwen closed her eyes again.

"It might help to talk about it."

"I. Don't. Want. To," she hissed through clenched teeth.

Gwen opened her eyes again to see Agent Thorn looking back and forth at the man and woman with worried eyes. Gwen figured that he remembered the last time an argument between her and Agent Maxwell got out of hand. It had been pretty messy and was hard to cover up from the rest of SHIELD. Gwen hadn't wanted them knowing anything more than they needed too.

"Do you feel, oh I don't know, guilty about Agent Coulson's death?"

Gwen closed her eyes again and attempted to ignore him.

"Is it because you told Fury you were sick so that you didn't have to go to New York when he called you in all those months ago?"

At this, Gwen snapped her eyes open and looked directly at the smiling Agent Maxwell.

"How do you know about that?" she asked quietly. She barely even noticed Agent Thorn getting up and heading to the bar for a drink of something.

"More importantly, why did you tell him you were sick?" asked Agent Maxwell.

"But how do you know?" repeated Gwen. "You were investigating an atmospheric disturbance in San Diego. No one else knew."

"I know many things, Gwendolyn Powers. But what I don't know is why you stayed in Chicago."

Realizing that Agent Maxwell had been snooping around SHIELD's database, she crossed her arms and sat back.

"It is not your business," said Gwen.

"You were in the labs, Powers," continued Agent Maxwell. "I saw the security footage."

"What are you doing watching those?"

"Never mind that. But what were you doing in those labs?"

"None of your business."

Agent Maxwell's smile grew. "Those are SHIELD labs. Seeing as we're all agents for SHIELD, whatever you were doing is all of our business."

"I'm not telling you."

"Then I won't have any guilt when I tell Fury that you were most certainly not sick when he could've used you and those martial arts skills of yours."

Gwen narrowed her eyes. "That's blackmail."

"You think I don't know that?"

"I think you know more than you should."

"I do believe that this is a bad time for this," interupted Agent Thorn, turning around from the bar. "We don't want another accident."

Gwen realized that her head was pounding. It was even worse than when she got on the plane.

Agent Maxwell sat back, his smile still streched across his face. It sickened Gwen. She wanted to smack it right off. She was thankful, though, that Agent Thorn had stepped in. She could keep going with Agent Maxwell just because she was too stubborn and always wanted to win an argument. And to also always have the last word.

So Gwen sat back as Agent Thorn resumed his seat and went back to his newspaper. Agent Maxwell, however, continued to smile at Gwen until she gave up and took out her new phone so she didn't have to see his face anymore.