To say she impressed him was an understatement. He was awed at her, totally fascinated and completely intrigued at the mystery that was Elizabeth Mandalay Buckingham. The 5'3 bombshell had crashed his world, and now he was preparing to do the same to hers.

She had medium length thick dark brown hair that reached her collarbone. Her large brown eyes, full luscious lips, and buttoned nose weren't easily dismissed either. He also loved the way her curves ran through her short frame, giving her a nice healthy athletic look. He knew she had trained for years to achieve the abilities and skills she now possessed. Her cat-like reflexes, stamina, agility, stealth, quietness, and predatory eyes were all part of her training as an assassin and one Loki wouldn't overlook. Being one of the few people who actually caught his attention, and held it long enough for him to scrutinize over every single detail that she possessed was a challenge Loki was ready to accept. She had a sketchy past, and an even more sketchy origin. She didn't tell anyone who her parents were, or her life before she entered SHIELD's radar. The only thing SHIELD learned about the lightning fast assassin was that she was constantly on the run, and always had a knife, gun, or some sort of weapon on her at all times. The perfect solider she'd be called, if it weren't for her mistrusting ways, multiple personalities, and never truly revealing herself to anyone.

The only person who had half succeeded in entering her life without being killed was Agent Clint Barton better known as Hawkeye. He had made his way into her heart by giving her the job she now held at SHIELD. Although she still didn't completely trust the sniper, she cared for him more than most people that she allowed to enter her life. Next was the billionaire, genius Tony Stark or Iron Man. Despite her best efforts Betsy often found she was babysitting the grown man and often times saving his ass out of trouble, although on a handful of occasion he had reciprocated the favors. There was also Steve Rogers, the golden Captain America. Although she wouldn't admit it, Betsy found him the most attractive out of her teammates, and the most pleasant to work with, other than Hawkeye but even than Clint liked to talk to her too much for her own taste. Steve was quiet, and shy around her, mostly for the fact that she was a woman and he didn't know how to act around girls, he never did and she bet he never would. There was also Bruce Banner, the Hulk. Betsy would never admit to anyone her fear of the green giant, but she learned that the scientist was a nice enough guy to earn her respect. Finally there was Thor, Loki's older brother and first born to the Asgardian throne. Although she enjoyed Thor's company and often sided with him in disputes she couldn't help but find him annoying at his innocence and mistrusting ways. But he was her favorite despite what others though, he respected her space and privacy as a friend yet worried enough about her to be mistaken as a brother.

As Loki continue to watch her from his perch on the balcony of the tall tower that loomed over the city of Asgard, he watched her make her way into the tower that held the dungeons. He knew what she'd find in there. He had kidnapped Agent Barton with the intention of trying to put him back under his spell, he was fond of how the sniper got things done and was interested in more of his stories of the young assassin. But he hadn't realized that by kidnapping the sniper that the beautiful assassin would follow, searching for her friend in hopes of bringing him back. As Loki looked down at his hands, blue with different grooves and markings etched into his skin, he knew his Frost Giant form would repulse her, making her turn her back on him and leave without a fight. But as he slipped into the dungeon tower and saw her kneeling in front of the door that held the sniper his heart melted a little at the sight. He knew Clint was sick, the trip to Asgard wasn't easy on the sniper, but he hadn't realized how sick until he saw Betsy kneeling before the door holding his hand has he coughed and choked bitterly.

"What are you doing here?" Loki yelled at the assassin and grabbed her shoulder forcing her to turn around and throw her torch the only light that illuminated the room besides the light from the top of the holey ceiling.

"Who are you?" She asked, quickly looking around the room. He realized she must've been weaponless since she didn't reach for a weapon instead she leaned in more towards the door, ready to defend Clint at a moments notice.

"The prince of this palace." Loki hissed towards the frightened killer. Although she refused to show her weakness and fright, she couldn't help but shiver in the presence of the stranger.

"Please let him out! He's sick he could die!" she pleaded to the prince. She usually would never beg, but Clint's life was at stake and she wouldn't be the reason why he would die.

"Than he shouldn't have trespassed!" Growled Loki, although Loki had kidnapped the sniper with the intention of turning him back into his personal slave, he didn't want to explain that to the SHIELD agent.

"Please I'll do anything!" she pleaded again, knowing well she could easily get taken advantage of if it meant saving Clint she'd do it.

"There's nothing you can do!" Growled Loki. He knew he was cursed from his Frost Giant heritage, but now he was given the opportunity to change that. His curse was upon him until he found someone to love, and earn their love in return, or else he'd be doomed a Frost Giant forever and give up the throne of Asgard. He knew Thor had learned humility from the Midgardians and Odin hoped maybe Loki could too. Loki hadn't realized he had fallen into the trap that Odin hoped he would. Odin knew very little of the SHIELD agent Buckingham, but he knew Loki was intrigued by her. As Loki began to walk away, letting the sniper fall to his fate of death he heard Betsy's one final attempt to save her friend's life.

"Wait! Take me instead." She asked, her final offer, and the last chance to save Clint's life.

"You?" Loki half growled, than paused before the realization of what she was offering occurred to him. "You would, take his place?" he asked hope filling his voice.

"If I did, would you let him go?" she asked, hoping the answer was 'yes'.

"Yes. But you would have to promise to stay here forever." He answered quickly, letting the meaning of his words sink in. She still hadn't laid eyes on Clint's kidnapper.

"Come into the light." She asked, gently almost in a soothing way. Loki's only response was to fulfill her wish by stepping into the small light that came from the holes in the ceiling. His 6'2 height, blue skin, red eyes, and ice cold look finally revealed to Betsy. Her eyes widening in realization of what she had just signed up for.

As she stepped in front of him, revealing her beauty to the demi-god. "You have my word." She promised.

"Done!" Loki snapped, walking forward to release the dying mortal. He dragged Clint out of the tower and towards the rainbow bridge, as Betsy fell to her knees and whispered a silent prayer for Clint's health to return. As Loki arrived back into the tower, he saw the beautiful assassin looking out the window towards the rainbow bridge, which Loki, only moments before, had handed the sniper over to Heimdall to return him home.

"You didn't even let me say 'goodbye', I might never see him again and I didn't even get a chance to say 'goodbye'." She half whispered to herself and half accused him of. Loki's hearth ached at the knowledge that she might never see her friend again, but refused to let that stop him.

"I'll show you to your quarters." He barked towards the depressed agent.

"My quarters?" she asked, half confused. The change in Asgard was beginning to affect her too.

"Do you want to stay in the tower?" he snapped at her, unintentionally she winced at the sound of his voice.

"No…" she spoke quietly, her voice barely above a whisper.

"Than follow me." Loki commanded as he lit a torch and began to walk down the spiral stairs that lead down from the tower. Betsy stood up slowly her head spinning and the room suddenly becoming a blur. She steadied herself before following the Frost Giant. She knew only of Loki being half Frost Giant, and their last encounter he appeared to be human, she didn't know what had happened between the time of his attack on New York and now, the short two weeks barely enough time to repair the damages he left in his wake, but she guessed something big had happened. She didn't know what had prompted her to beg, and than volunteer to stay with the angered Asgardian but she knew if it'd save Clint's life, it'd be worth it in the end.

As she followed the 6'2 demi-god down different corridors in the castle she noticed all the dark themes, the gargoyles, the fierce looking dragons, the different phoenixes that lined the walls as the only decorations to the dark hallway. She was already not in her right mind, and the figures and different statues and pictures scared her more than usual, and she quickly ran up behind Loki, almost stepping on his heels. Loki noticed her sudden change in demeanor and guessed she regretted her decision to stay, but Loki refused to feel sorry for the Midgardian. As he opened her double door room, he finally spoke to her again, in a softer tone than before.

"The palace is your home now, I hope you like it here. My servants will attend to you and if you need anything just ask them. You are free to travel anywhere you like in the palace, as long as you stay out of my quarters. Now I hope you like your new quarters, good night, Agent Buckingham." He stated in a soothing voice as to not alarm the already shaken up agent. She nodded her head as her only response and thanks, and Loki shut the door behind her after she stepped inside.

The room was completely furnished. The colors on the walls were black and gold with hints of blue around the room. There was a large door that lead into a walk-in closet to her left, a large spacious bathroom next to the closet, and a large double door that lead out to an open balcony in front of the main door. A large queen-size bed occupied the right wall, two nightstands on either side with two lamps on each, along with a small stack of books on the one to the far side. She also had a lovely desk across the bed, and a tall full-body mirror in the far left corner. She also noticed the vanity inside the spacious bathroom, and the large Jacuzzi tub. There was also a variety of selection of clothes inside the large closet ranging from Asgardian attire, to a warrior's armor, and some modern Midgardian attire as well. She also found, to her surprise, an iPod Nano, with a speaker system sitting on her desk. The iPod was blue, her favorite color, and held her entire music playlist from her iPod back on Earth. She wondered if Loki knew she was coming or if he knew she would willingly volunteer to live in Asgard, as long as Clint survived. Thor must've told Loki her favorite colors, and her favorite genres in music, since everything fit her style and taste to a T. As she opened the doors to the balcony and walked outside, meeting the cold Asgardian air, a light snow began to fall. It was already winter back in New York, and she wondered if Asgardian and Midgardian seasons were at all similar. She shivered slightly, she wasn't prepared for the chill, she was only wearing blue skinny jeans, and black combat boots, a white tank top, with her favorite black leather jacket over it. Her hair was tied back in a short ponytail and her favorite and only necklace from her childhood. It was a silver necklace, 18" long with a snowflake on it. It was the only thing she recalled from her twisted and much clouded childhood and it reminded her of winter, her favorite season besides fall. She walked back inside her room and saw a beautiful woman standing before her. She was dressed in a gold dress, had blonde hair, and wore a gold crown on her head. She was beautiful and her flawless skin made her look younger than she really was. Betsy guessed it was Queen Frigga; Thor had often talked about his mother and her beauty. She was proven right when the woman introduced herself.

"Hello deary, I'm Queen Frigga, Loki told me about our new visitor and I wished to welcome you to Asgard and our fair home. I hope you find yourself comfortable with your quarters, if there's anything I can do, please tell me." She spoke softly to the agent, almost like she was speaking to a young girl. Betsy wasn't fooled by her gentleness. She knew Frigga often worried for Loki, and she would do anything to see her adopted son to be happy. She, besides Thor, only wanted what was best for Loki. Odin often ignored his younger son in hopes of training Thor to become king, or protecting his kingdom. Betsy never thought she felt sorry for Loki until Thor told her about the time Odin had neglected Loki in favor of preparing some of his warriors for their coronation. Loki hadn't attended.

"Thank you, your highness. Everything's wonderful here." Betsy plastered on a fake smile and let her eyes glow with happiness. She wouldn't trouble the queen with her issues with her captor, but she hoped the queen would learn, so she could be set free.

"Alright than, goodnight dear." Frigga spoke softly, nodding her head towards the shorter woman before closing the door behind her after he departure. Betsy let out a deep sigh; she quickly kicked off her boots, socks, and jacket and climbed into bed with her clothes on. It was going to be a long 'forever'.

Ok so first fanfic, just wanted to say this is totally based off of "Beauty and the Beast" since I think Loki would make a great beast! I chose his Frost Giant form since it's not entirely ugly (at least to me) but to some it could be. The girl is named Elizabeth Mandalay Buckingham (Betsy for short) and is entire my own character. She's taken the place of the Black Widow and her superhero name is King Cobra (Cobra for short sometimes and often used as a nickname). The thing is Loki watches her after he's returned to Asgard from destroying NYC and she don't know it. But she will in time. Also this is POST-Avengers and I might mention some Clint/Maria pairing since I think they're adorable together (even though a lot of people like Clint/Natasha I don't. It's too stereotypical and too expectant). Also I might make this sort of a AU since I don't think Loki would attempt to kidnap Clint again in hopes of turning him into his slave again, but you never know. I might make Peggy (Captain America) return because I want Steve to have a girlfriend and I might make Bruce a lesser character since he doesn't really have a HUGE role in this fiction. Please not Thor acts like a brother to her and Tony like a father-sorta in the sense he wants to protect her from everything even if she had a father at one time. BTW I will reveal her origins and her family later in the story or maybe in a sequel if it's a popular fanfic. All well this is my first fanfic so be nice thanks! R&R!