A/N: This fic was born out of my ongoing X-Men/Avengers movie verse fic Changes. Lily is an original character of mine and after pairing her with Bucky in Changes, I had the idea of writing a fic with them as the main characters in it. More original characters from Changes will make an appearance, but it is not necessary to know the story itself.
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When metal met flesh

Part 1

The first time Bucky met Lily she had still been a kid. Literally. Thinking about it now, it kind of creeped him out. Back then, however, she had only caught his interest because Bucky had been shocked that Logan, the actual Wolverine, had a wife and kids in general… It was only topped by his shock when he had found out that he had once actually shot Logan's former pregnant Japanese wife when she had been heavily pregnant with Logan's first born son Daken... Then Apocalypse had happened, the world had been ruined after a long war against that mutant and they all had died. It only was thanks to Jean's powers and her use of a dying Wanda that he could even think about all of this right now.

Bucky hadn't really noticed Lily before years after. Noticed-noticed that is. He wasn't sure if it had been at one of the BBQ parties at the X-Mansion or any other meetup between the groups, but he remembered how a grown up Lily, at that point in her very early twenties, had stepped into the scene and he had literally received a blow to the gut. Her long, thick dark brown hair had been wavy that day, her hazel-green eyes bright and a smile had adorned her full pink lips. Bucky had been a goner right from the beginning if, yes, IF tall, dark and handsome hadn't been stuck to her arm all day at that point… Lily hadn't noticed Bucky anyway, which totally didn't have anything to do with him mingling in the shadows and keeping to himself…

He couldn't even tell how it happened exactly. Okay, he knew HOW but not why. He still asked himself why often enough. Why would someone so pure, beautiful, kind, gentle and smart like Lily pick him from all people? She could have any guy. Literally any guy. Bucky noticed every time they actually went out how heads turned and guys and even some girls checked her out. Lily was naturally beautiful with a body to die for thanks to her father's healing factor and their parents overall good looks. So why did she pick Bucky, an ex-assassin who had killed so many people in his life, had been brainwashed and was an overall fuck-up? It was simply beyond him why he from all people deserved this.

His thoughts got interrupted when said woman stirred and he looked down at her sleeping form. Bucky smiled and used his metal hand to brush Lily's long hair back. She scrunched her nose and moaned, her arms pulling him closer as she tried to hide her face in his shoulder. Bucky knew her well enough by now that he gave her a minute and she would yawn, then open her eyes. Her heightened senses, thanks to Logan, probably already picked up on him being awake and staring at her. Mentally, Bucky counted backwards and he had barely reached zero when Lily blinked her eyes open and looked back at him with sleepy eyes. "Hey you," he greeted her and smiled.
Lily moaned and snuggled up to him, trying to hide her face from the light of the lamp and seeking his warmth. "Hey…," she mumbled and closed her eyes again after she had gotten comfortable in his arms, her face hidden in the crook of his neck and her arms hugging him back. "What time is it?"

"Time for me to head back." He ran his fingers through her hair while she held on to the shirt he wore. "Steve got a training session scheduled."

Lily sighed with a pout. "Okay…," she said and returned the kiss she was given before he got up and got dressed. She watched him tiredly and wistfully. They still kept their relationship hush-hush and wanted to enjoy the time they shared without their nosy friends. Partially, to get to know each other better, but also because Bucky still had a hard time talking to or being around people. They already bugged her about Mister X anyway and from what Bucky had told her his friends weren't much different. Still, she wished he could stay and they could start the day together for once. Bucky zipped up his leather jacket and leant down to kiss her again. "See you later?" Lily asked and he winked at her before he went over to her window.

"I'll text as soon as the coast's clear," Bucky promised, then began to climb down.

Downstairs, Bucky checked his surroundings and made sure that neither the X-Mansions cameras were on him or that any one of the X-Men was close by. He had parked his bike at a street corner, hidden by bushes and had walked through the woods that lay behind the mansion's grounds. Quickly and quietly, he made his way back to his bike, started the engine and drove back to the Avengers' tower. All the way his thoughts were occupied by Lily and he couldn't help but smile. He really hoped they could see each other again tonight. Bucky had never been in love. Infatuated, yes, but never really been in love. Thinking about it, he had also never had a real relationship. Of course he had taken out his fair share of dames back in the 1940's, but those dates had never been serious. He still felt sorry for that poor girl who had taken pity on him after he got drafted and was about to be shipped out to Europe and who had wasted her first time on him. He tried to remember her name but came up with nothing. Steve probably knew. Bucky remembered how he had taken her out on a double date with Steve and they had visited the Stark Expo. She had been all over him after they had gone dancing and it's been the first time he had actually taken a girl to bed. The only reason she had probably been willing to sleep with him, and the sole reason why he had agreed, was that he didn't want to die a virgin in war. Because he had fully expected to die somewhere in Europe.

Well, in the end, he kinda had…

Bucky parked his bike in the garage next to Steve's and punched in his access number on the panel next to the first security door. Immediately FRIDAY welcomed him back and the elevator opened for him. He stepped in and without further ado the A.I. took him to his level. The corridors seemed to be empty still. Good for him. That meant no nosy Avengers that would catch him sneaking back in. The door opened and Bucky stepped out, rounded the corner and…bumped right into Captain "I get up at ungodly hours" Rogers.

"Hey, Buck," Steve greeted and gave him a once over. "Where you already out or did you just come back?"

"Took a ride. I couldn't sleep," Bucky lied and his best friend nodded in understanding. "And no, I didn't forget about your session. I'll be there."

Steve suddenly sighed and placed a large hand on Bucky's shoulder. Bucky knew that concerned Dad-look that Steve had adopted since becoming Captain America. He was at the receiving end of it since Thanos and Wakanda. "Buck… I told you that you could wake me up anytime if…"

"I know, Stevie. I'm fine. Really," Bucky walked backwards and pointed behind him. "I'm gonna get changed. See you in the gym." He didn't wait for Steve to say anything else and jogged the rest of the way to his apartment where he quickly punched in the number and went to change into his gym clothes next.

As expected Steve has a sparring lesion planned and Bucky first ended up fighting against Nat, then Steve. He deliberately lost the first and made sure he won the second much to Steve's chagrin. Cap was still sulking as the met in the kitchen for a much needed breakfast. Bucky smirked at this and loaded his plate with loads of food. He was in the middle of eating it as he felt his phone vibrate in his pants. Reaching for it, he pulled it out and opened the message. It was a meme (not me-me, as Lily had quickly taught him – after a long laughing fit, mind you) and he snorted. This, of course, made everyone's head snap into his direction and Bucky quickly wiped the smile from his face to glower at them. "What?!"

"So….," Sam drawled while chewing his cereals, "when are we finally gonna meet her?"

"There's no one to meet," Bucky lied and put the phone away after typing a quick reply.

"Suuuuure," Sam said. "Tin-man's got a girlfriend," he added singing, which made Cap roll his eyes.

"Sam…"

"Bite it, birdbrain!" Bucky returned the favor with a glare, wolfed down the rest of his food and got up to dispose of the used plate and mug.

"Do you kiss her with that mouth?" Sam asked and Bucky flipped him off before he left the room.

From afar he heard Steve use his dad-voice again. Back in the safety of his room and slumped down on his bed and pulled out his phone again to read what Lily had written him. He smiled at her reply to his text before he narrowed his eyes at her complain about a client at work. He knew he hated her job as a lawyer and that there had been enough incidents in which clients had tried to get into her pants. He offered to come over, in the end, Jack's and her office was close by, but Lily replied that her twin brother had kicked out the asshole personally. Bucky was in the middle of typing a reply when the door beeped and Steve let himself in. "Ever heard about knocking?" Bucky grumbled and hid the phone under his pillow.

"Just wanted to make sure you're okay," Steve said and sat down on the edge of the bed, once more giving Bucky a concerned look.

Bucky sighed. "Steve… I'm saying this for the last time now. I'm fine!"

"Are you? You seem… I don't know. Different lately." Steve shrugged. "Not even lately. For weeks actually…"

Bucky sat up, frowning. "Different how?" he asked, hoping he hadn't given anything away. Lily and he hadn't even talked about being exclusive yet, he thought they were, at least he hoped so, but whatever her decision on this was he wanted to keep this between them, to have something on his own for once, something that he didn't have to share immediately. Hydra had always taken everything from him, so having this now wasn't something he wanted to share so soon.

Cap shrugged again. "I dunno… Happier? And at the same time you're hiding something," he said and tried to read Bucky's face, but the former ex-assassin kept his face neutral. He understood and he also thought he had figured out why his best friend was so secretive about it. "Okay… I'll make a guess and you don't have to reply." There was a pregnant pause and Bucky was sure Steve could hear his rapid heartbeat. He began to sweat. "It's Lily, isn't it?"