A/N Tada! Here's another one :)

Avengerlicious - Thanks! Yeah, that's what Alex reminded me of, so I used it as clarification.

MysteryGal5 - Finally, someone who also dislikes shopping! And the only character I actually made up was Marie. The audience made up the others :)

Cheetahstar - I'm gonna be REALLY busy this July, so I won't have much of a vacation :( It'll be fun though, but I won't be able to update. And thanks! Here's the update!

Noodle Fanatic - No. No, please no. No no no no no no no! NO SHOPPING! Yes there is a Memory board game. You flip over a title and try to match them. I have the Winnie the Pooh version :3

Warnings: Mentions of child abuse

Let's see…:

I don't own Marvel, Crayola, 'What Makes You Beautiful', Barnes & Nobles, Bearstein Bears, Kwirk World, Dodgers

Marie woke up to giggling. Her eyes were still shut. What was going on. She groaned and rolled onto her other side. The surprised laughing increased. Marie slowly blinked and opened her eyes. She sat up straight when she saw Andy, Alex, and Lily in her room. Shaking her head, trying to rid herself of tiredness, she opened and closed her mouth a few times. "Marie, you might want to get a washcloth," said Alex with a smile. Lily cracked and laughed…a lot. She calmed down and passed Marie a handheld mirror.

The look on Marie's face was all the entertainment they needed. Her face was covered in turquoise marker, obviously Crayola. She now had a mustache and a beard. Lily had written: 'Property of Lily Falda' on Marie's forehead. She had several polka dots everywhere else. Lily was close to collapsing on the ground from lack of air, she was laughing so much. Andy wasn't laughing quite as much as Lily, but was still outwardly laughing. Marie nearly fell out of her bed trying to stand up.

She put the mirror down, grabbed her glasses, and ran into the bathroom. After a few minutes of scrubbing, she came out with a clean face and an annoyed expression. "Ow, you look ticked," said Lily.

"It's not that we have anything against you, it's just a tradition to do it to every new person," explained Andy.

Marie sighed. "Alright. But seriously…never do that again."

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The four girls stepped out of the taxi. Alex paid the cabbie the money owed and he drove away. They walked into the mall, Marie at the back of the group. "Marie, catch," said Andy. Marie looked up and saw a card coming at her. She quickly snatched it out of the air and looked at it.

She held it up. "Is this a credit card?"

"Yep," said Andy. "SHIELD provides each new recruit with one thousand dollars to start out with. Then Mr. Stark adds some more."

Marie's eyes widened. "How much money DOES he add?"

The three experienced heroes exchanged glances. "Um…" said Lily. "About four thousand."

"There is five thousand dollars on this credit card?!" Marie said in shock.

"And it's all yours," said Alex. "But don't go declaring it to the world. Don't want any jerks to steal it."

Marie slowly nodded, mouth still open in shock. "Make up," said Lily. All eyes turned to her. "Make up is the first thing you need to get."

"Uhhhhhhhh no. I don't wear make up."

"You will become an Avenger for crying out loud," protested Alex. "You're going to need something to improve your image for the camera."

Marie was silent for a long while. "Improve my image?" she asked offendedly.

"Okay, Marie, we'll only get a little bit for important events," said Lily.

"But I—"

Suddenly the song on the speakers changed. On came one of the most well known One Direction song; What Makes You Beautiful. "Come on!" Lily yelled. "Let's do this!" She ran to the center by the fountain and started dancing.

"No," said Marie, "please no. Lily, you're an embarrassment." She rubbed her face and saw Andy and Alex exchanging worried glances. "I don't know this person!" she announced, walking off.

After the song ended, the three girls laughed (slightly embarrassed) at Lily's behavior. They all looked around. "Hey," wondered Andy, "where'd Marie go?"

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The three Jr. Heroes had pretty much given up on finding Marie. She had not been given her own Stark Phone yet, so they couldn't call her. It was a large mall, but she was thirteen, so she could handle it. After an hour, Andy split off from the group. She snuck into the Barnes & Nobles joint nearby.

Andy absolutely loved to read. It was the best thing in the world! She could step away from reality and indulge herself with wizards, spaceships, heroes, heroines, dragons, adventure, magic, and so much more. She could easily spend hours in a book store or a library. It would allow her to break away to her own thoughts and to her own world. No worries, no problems. She would always go to the library with her dad before he left. She hated him for leaving. She hated him for going to be with another woman other than her mom. Yet, Andy couldn't help but remember some sweet memories before the storm came.

"Daddy, I want this one," persisted Andy, holding up a Bearstein Bear book.

"You sure?" wondered her father. "You seemed like you wanted the book on bats even more."

"Bats are creepy," she said, sticking out her tongue. Her dad laughed. "But I do like kittens." She gasped in excitement. "Can I get a kitty book? Please please please please please?"

Her dad laughed again. "Alright, one more book." Andy snatched it off of the shelf and put it in her bag. "Come on, Sweetheart." He ruffled her long brown hair and lifted her up onto his shoulders with a giggle.

"Andy?" Andy was torn from her thoughts when she looked up. It was Alex. "We noticed you'd slipped away. Lily and I figured this is where you'd be. It is where you usually are, after all."

Andy was silent for a moment before placing down the book she was skimming over. "Right. Um…yeah. I-I'll be right with 'ya." She waved off Alex dismissively and let her thoughts wander for a little bit longer.

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When Alex first noticed Andy had disappeared, it was when she and Lily had reached the food-court. She tapped Lily on the shoulder. "You look for Marie, I look for Andy. You seem to know Marie better. When you find her, meet me back here." With a simple nod, Lily jogged off, often riding her shopping cart with the momentum she gave it.

Alex walked off at a slow pace. She wasn't to worried, for she knew exactly where Andy was. She was at Barnes & Nobles, like always. Alex was still surprised Andy hadn't read every single book in that store. She let her mind wander as she unconsciously walked towards the book store.

In two days it would be the anniversary of her coming to New York. It would be her tenth year in working with SHIELD. It had been that long already. She wasn't the oldest, but she had the most knowledge of what it meant to be a hero. She'd seen things no one else has ever seen.

Alex didn't have the best childhood. She was only three when her father and older sister (who had been 6 at the time) died in a plane crash. She had vague memories floating around of receiving the news and the funeral. She was young, so she could only remember flashes, images of a memory. She didn't have a great life back in Australia. She was only two when a sign of her powers first showed up. Lexi's parents and sister were deathly afraid of her. And her mother was never the same after Alexandra's father's death. She would come home really late from work and constantly hurt Alex and yell at her. Lexi was afraid to tell anyone though, too scared that she would make her mom even more mad. So she stayed quiet. Alex stayed quiet for a year, not even talking to anyone, often not making it to pre-school. She eventually couldn't take it anymore.

When Alex was four and a half, she devised a plan. Her and her mom were supposed to go to Italy for the summer, and Alex took the opportunity. She packed everything she could, as much stuff as she could possibly fit into her suitcase. Luckily, her mom didn't bother checking anything she had done, so it was an all clear. Having had her powers for two years, she had a feeble hold on them; but only just. When she and her mom were walking towards the plane she went invisible and slipped away. She couldn't turn anything else but her clothes invisible, so she stopped often, not wanting to raise suspicion (I mean, there was a floating duffle bag! Who wouldn't be suspicious?). After three minutes of stop and go, she snuck onto another plane. Lexi had no idea where the plane was going, but she didn't care. She was going away.

It turns out, the plane was headed to Los Angeles. She got off and wandered the streets that night. She hadn't planned it throughly enough. That was the night SHIELD came into the picture. That was the night her abnormal abilities were excepted. That was the night her life was changed.

Alex looked down one of the rows and saw Andy looking at the back of a book, reading the summary. "Andy," said Alex. Andy looked up, a bit startled. "We noticed you'd slipped away. Lily and I figured this is where you'd be." She shrugged. "It is where you usually are, after all."

Andy was silent for a moment before placing down the book she was skimming over. "Right. Um…yeah. I-I'll be right with 'ya." She waved off Alex dismissively and after a pause, Alex left.

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When Lily was sent off to find Marie, she had a vague idea as to where to go. Marie didn't know the mall very well, but there was no doubt she would run into Kwirk World. Lily pushed her cart forward and jumped onto it, rolling forward.

She jumped off of the cart and walked forward. Lily past a toy store, several cars in the display window. She looked away and hurried past it. The biggest car was exactly the same as the one she crashed in. The car crash that killed her parents. They had been going to the Statue of Liberty a year after they moved to New York. There had been a bank robbery as they drove past. The tires were shot and they swerved into thick traffic. Lily and her sister May had been alright, but not their parents. It was right then and there that Lily decided to stop using her powers to her advantage. Is was right then and there that she decided she would become someone greater…someone who could help others.

Lily came up to Kwirk World and went inside. She looked around the store (occasionally picking up a few things to buy) when she came around the corner and saw a large group of people huddled in a circle. Quickly examining the situation, she realized someone must've gotten hurt. Badly. Lily pushed through the crowd and dropped her things. Marie was the one lying on the ground, head leaned up against the wall, glasses askew on the floor. Lily fell down to her friend's side, examining her wounds. Shot in the calf, blow to the head causing a concussion, and still half conscious. "Marie, I'm going to get help, I promise." She looked up at the crowd. "Did any of you call 9-1-1?"

"I did," said a worker. "They said they're sending paramedics now."

"No one else call 9-1-1," she ordered, "we don't need there operators flooded with the same problem."

She whipped out her phone and speed dialed Alex. "Come on," she whispered. "Pick up!"

"Lily?"

"Alex, get to Kwirk World right now!" she yelled into the phone.

"Okay, okay, I'm coming. What is it?"

"It's Marie, she's been attacked. Hurry!" Lily heard Alex hang up on the other end and she stuffed her phone back into her pocket. "Come on, Marie. You're strong. You remember when we went to the lake back in California? Remember when we went inner-tubing and you fell off? You were strong."

"I was in third grade, Lily," said Marie, obviously with difficulty. Lily saw Andy and Alex come up behind her.

Lily pushed away tears. "The person who got you. What do they look like? You need to tell me!"

"How about I show you?" she whispered.

Lily was about to say something in confusion when Marie grabbed her and lightly pressed her fingers against the side of Lily's head. Lily gasped at the unexpected wave of…something. It felt strange. It was black for a moment before she saw the man. Pale skin, brown hair, dark brown eyes, blue Dodgers cap, jeans, black shirt. Her vision widened and zoomed out, too much of Lily's surprise. The man was at the food court, not far from where they were.

Lily gasped as the connection broke. She stumbled backwards in her squatting position. Marie was unconscious. Lily jumped to her feet. "Stay with her!" she yelled to Alex and Andy. She ran out of the store and to the food court. She ran as fast as she humanly could.

Then more so.

Lily streaked forward, surprising many shoppers. They didn't know what had happened. They saw nothing but a streak of color and felt only a large breeze. Lily saw the man up ahead. She gritted her teeth and ran straight for him. She put out her arms, prepared to tackle him to the ground, prepared to make him answer for what he did…when he side stepped it.

Lily's eyes widened and she tripped over the edge of the fountain and straight into it. She shook her head, getting the sopping wet hair out of her face. The man was grinning a sickening grin. Lily growled and the water slowly began to turn to ice. She grabbed a sphere ice chunk and sent it flying at him. Just before it hit he disappeared in a black mist.

The world seemed to go slow for Lily. She hadn't gotten him. He'd gotten away. She stood up and stepped out of the fountain, water dripping everywhere. She saw people running and screaming. She saw Marie being hurriedly taken away on a stretcher. How did she have that third power? When she said she only had telekinesis and telepathy, she didn't look like she was lying. She saw a paramedic walk up to her. He asked some questions and Lily answered them half consciously, not really paying attention to what was being asked. After the doctor left, Alex and Andy came over to her. They stood there and waited to be picked up and taken back to the tower by someone on the team. Lily didn't care about anything right now. The only thing she cared about was:

Who was the man that attacked Marie and what was his motive?

A/N Dun dun dun duuuuuunnnnn! Finally, some action! So how does Marie have that power? Who was that man? We'll find out later! I hope it doesn't seem like I crammed to much in there. Who's character back story do you like the best? Let me know by clicking that review button ;) See 'ya in chapter 5

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