So… I decided to do this fanfic based off a dream I had. Yeah, yeah, I know it's kind of a weird thing to do. Still, I'm sort of playing around with the idea. Tell me what you think in a review or PM. Enjoy!

Disclaimer: I don't claim to own Marvel or to be Stan Lee. Therefore, I don't own the Avengers or the copyrights to the movie. I own nothing and no one except my characters and my ideas.

Chapter 1: The Newbie

My full name is Benevolence Caroline Foster. All my friends and family call me Benny, much to my annoyance or pleasure. Honestly, it all depends on who I am. See, I'm a mid-twenties woman with a secret. My other self is called Shadow.

Shadow got her name because she kills. That's right. Kills. When she finishes her victim (never an innocent person or animal), she vanishes into the shadows. No witness or government official has ever seen her face. That is, my face, as Shadow.

Benny, that's me now, doesn't kill. It's not in my nature to. Now, I'm just as normal as a mid-twenties woman can be. Well, sort of. I don't think I've mentioned that I'm one of Tony Stark's close friends. Yeah, I know, weird. Yet, it's not a long story about how we met.

It was four years ago, on my birthday. My birthday's in winter, so the frozen ground was covered in a blanket of white snow. I was relaxing on my overstuffed couch, drinking a mug of hot chocolate. I had my headphones plugged into my iPod. Seemingly listening to my music, I was actually listening to the police scanner.

I heard that there was a bank robbery taking place near my house, and I nearly spilled my hot chocolate on my purple long-sleeved shirt as I sprung to my feet. Jane Foster, my older cousin, looked at me in surprise.

"What's up, Benny?" She asked, and then she ripped my headphones off my head.

"Hey! I was using those!" I protested.

"Listening to police scanners, again!? How many times must I tell you? I don't like the fact that you have an alter ego and run off at random times of the day! You could get seriously hurt!" Jane took away my iPod.

"Don't you think I already know that? Or have you forgotten the real reason why Shadow exists?" I said, changing into Shadow's outfit.

"Of course I haven't!" Jane said, brushing a strand of her brown hair from her pretty face.

"Well, then stop worrying about me! It's my life I'm putting on the line, not yours." I put my mask on, flipping my blonde hair up into a ponytail.

"Just be careful, okay?"

"I'm not the one who has to be careful, Jane!"

She sighed, sitting on the couch.

"Now, if you'll excuse me, I've got to stop a bank robbery." I let the anger inside of me take over my mind and Benevolence was gone.

I was Shadow, and I grinned. I kicked the door open and slipped outside, keeping to the shadows. Once I'd gotten to the bank, I snuck in. The alarms were blaring and about fifty innocent people were being held at gunpoint.

Four masked men were standing on top of the bank teller windows, and a couple men were coming out from where the bank vault was. They each had two sacks full of money in their hands. I growled, and the scared chatter stopped.

"You know," I said, in my disguised voice, "It's always nice to ask someone before robbing them."

"Shadow!" One of the men sneered.

"Come out and play, girly!" Another jeered. My blue eyes flashed and I tackled the first man who'd spoken. I knocked him out, and punched the temple of the one who'd jeered at me. He was dazed, but conscious. I whirled around and kicked another masked man into the fourth.

Suddenly, a whoosh of air fluttered the dropped money everywhere.

"Hey! Looks like you could use a hand there!" A teasing male voice said to me. I narrowed my eyes.

"No thanks, tin can! I can handle this!" I said, noting that the man I saw was Iron Man. Before he had time to speak another word, I leapt across the room and tackled one of the men that was carrying a sack of money.

I heard his head hit the floor, and a shower of money engulfed me. He struggled, but I held him in a scissor-hold with my legs. I grabbed the ankle of the other robber and pulled him down with enough force to knock him out.

I heard a car starting. Using my right hand, I pressed the right side of my mask and I could see that two masked men were getting into the car, holding two bags of money each.

The man I was holding stopped struggling and I reached into my boots, pulled out four daggers and threw them, aiming carefully. I heard the satisfying pop of four tires and a screech of brakes, along with a loud crash. Looking back to Iron Man, I realized he'd seen my face.

"Damn!" I said, before throwing a smoke pellet on the ground and running out of the back door.

I heard a mechanical whir above me.

"So, did you think I wouldn't notice you leaving? Or are you just afraid of me because I saw your face?" Iron Man said.

"Look, I'm not afraid of anyone. But I know who you are, Tony Stark!" I growled at him.

"Okay, be a nice kitty, and I won't hurt you." He said, somewhat uneasily.

I smiled, coldly.

"I've never been a 'nice' kitty!" I laughed, equally as cold as my smile.

"Relax, I just want to talk to you." He removed his mask.

"As myself. Would you show who you really are to me?" He asked, genuinely serious.

"Why? So you can rat me out to the authorities? No, thanks!" I snapped.

"I would normally, but after seeing what you did today, I swear I won't. If I'm lying to you, you have my permission to kill me." Tony walked towards me. I felt my anger washing away.

"All right." I knew both as Shadow and as Benevolence, that Tony Stark was a man who was trustworthy. Well, sort of.

And so I removed my mask, now I was myself again. Benny. I didn't have a clue where I was.

"Damn it! Was I fighting you?" I asked him, in my normal voice. He was visibly surprised.

"Um, no. I was trying to help you, but clearly you don't need it. You took out eight men all by yourself! I'm impressed!" He chuckled, softly.

"You're Tony Stark!" I said, surprised.

"Yeah, but you already know that!" He said, slightly confused.

"I do? Oh, you mean Shadow! Oh hell!" I covered my heart shaped mouth in astonishment.

"You-you aren't going to turn me in are you?" I fell on my knees.

"No, I'm not! Please don't-don't do that! Get up, and pull yourself together. If I didn't know better, I'd say you and Shadow are two different people!" He laughed at this.

I looked up at him, regaining my composure.

"Well, we are!" I said, honestly.

He stopped laughing.

"You're kidding, right? Well, I can see you're not. Would you care to join me for a flight?" Tony asked, extending his hand to me.

I hesitated.

"I promise I'm not going to turn you in or reveal your secret to anyone. Now hurry! I can hear the police!" He still held out his hand. I sighed and took it, still holding my mask. He quickly swung me onto his back and took off. This surprised me and I gasped, holding tightly to his metal neck.

The wind fluttered my long blonde hair behind me. When we finally landed, I looked thoroughly windswept.

"Well, you held out better than I thought you would. You know, that's the first time I actually did that? Consider yourself lucky!" Tony said, grinning at me. His armor was stripped away and he led me into his newly built mansion.

"Welcome to my humble home!" He announced, gesturing to the echoing place. Promptly, a red-haired woman came out, holding a clipboard and wearing a pencil skirt with a blue blouse and high heels.

"Ah, my lovely assistant! Pepper, this is…" Tony waited for me.

"Oh, sorry! Benevolence Foster." I said to him. Tony stumbled over my name so many times, that I sighed in frustration.

"Don't hurt yourself, Mr. Stark. Just call me 'Benny'. Everyone who knows me as Benevolence does." I said, and then smiled at Pepper.

"Okay, that's easier, thank you. So, as I was saying… Pepper, meet Benny, Benny this is Pepper Potts. Call her whatever you think she wants to be called. Oh, and please, call me Tony. Mr. Stark makes me feel old." Tony said, and then took my hand.

"Nice to meet you, Pepper Potts!" I called back to her, as I was dragged away.

"Nice to meet you, too, Benny!" She replied, still standing where she'd met us.

I was brought into a brightly lit room. There was a table near the mirror and another in the middle of the room.

"Um, what's this place?" I asked Tony

"Well, this will be a place for a new team I'm making. I just need to think of a name." He tapped his unshaven chin with the tip of a ballpoint pen.

"Who's going to be in this team?" I ventured to ask.

"I have no idea," he replied, leaving the room. I followed him.

"What about something like 'The Hero Alliance' or 'The Amazing Avengers'?" I suggested. He stopped in his tracks, so briefly that he caused me to run into him. He didn't even stagger.

"I like it. 'The Amazing Avengers' one, I mean. The other one is too much, but could you shorten the name up?" He asked.

"How about 'The Avengers'. Plain and simple." I said, rubbing my forehead.

"Yeah. I like it! You're good! Sure you haven't been in a hero alliance before?" He teased me.

"I'm sure," I said, grinning.

"I like your attitude Benny! I like it so much, that I'm letting you join 'The Avengers'! You've already got your name, Shadow, so that's that. How would you like to join me in pulling the team together?" He asked.

"I'd love to, if that's all right with you." I looked at my hands.

"Of course! You're my number one guest now!" He smiled at me.

And that's how I met Tony Stark.

Okay, okay! So it is a long story after all, and Tony still doesn't trust me around his Iron Man suit, but so what? We became close friends and we keep in touch, via e-mail, texting, and calling each other. Even Shadow lets him fight with her, when necessary.

Jane doesn't trust him, but she trusts me. She still hasn't forgotten the whole Thor incident, but more of that later. For now, let's take a brief trip through my life. I'm not into the whole mall, girl talk, makeovers, and stuff. I don't follow trends, so I'm not a girly-girl. I never was. I'm currently living alone, except for my golden retriever named Queen. Don't ask me why. Jane named her, not me.

Anyways, moving on. On this day, I decide that it's been way too long since Jane and I'd hung out together. I go outside, lock the door and drive to her house. Once I get there, I meet Agent Coulson of S.H.I.E.L.D.

"Hello, Miss Foster. Good to see you again." He says, shaking my hand.

"Yeah. Fantastic!" I say, dryly.

"I hope you aren't bitter about what we did for you a couple years ago," he says, his hopefulness showing.

"Honestly, I'm still a bit frustrated, but then again I always am. Now, onto a much bigger and more recent topic, what brings you here and how did you know I'd be coming?" I ask, folding my arms. The wind picks up, fluttering my long blue sweater and the tassels on my moccasin boots.

I hug my sweater around my waist, hiding my white tank top. My cell is in my left pocket of my skinny jeans.

"As long as we're deciding to be honest with each other, I'm here because your cousin Jane wanted me to. She's in S.H.I.E.L.D. custody for her protection. She told me you were working with Tony Stark. Have been for a few years, and as you know, I know who you really are. To answer the second part of your question…" Agent Coulson looks to a man wearing a pair of sunglasses and a fedora.

"Long duster, doesn't really suit you!" I say, teasing him.

"I still can pull it off!" He replied.

"Tony!" I chide, still playfully.

"All right! You got me!" Tony grins at me.

"Why are you here?" I ask, seriously.

"It's time," he says, no longer grinning. I nod and follow him into his chopper.