A/N: thanks for all the favorites and follows! I hope you all are enjoying it! Let me know your thoughts or criticisms. I'd love to make this story better with your input. This chapter gets into a lot of physical description and science terminology. Let me know if I've made any mistakes! I hope you enjoy!

When the man came at Charlotte she turned her shoulder into the oncoming body rushing her. She grabbed his arm with both hands, turned her body away from him, and flung him over her shoulder. He hit the ground with a loud thud and a squeak jittering up his ribcage and out of his mouth. The man squirmed a little beneath her before opening his eyes and looking up at her. "How much combat training did you have again?" he asked, slowly getting to his feet.

"None, why?"

Her instructor shook his head while stretching out his arm. "Either you're lying or you've got one hell of a learning curve. I just taught you that move. What do you not understand about 'slow and steady' or 'practice'?"

"I was practicing just like you showed me," she replied defensively.

"Do you even do 50%? Hell, even 80%?"

"I was!"

"At ease, agent," called Rogers, walking into the training room and pushing past a few of the agents who had gathered to watch, one of them being a familiar face. The two nodded to each other as he passed. He stood before them with a genuine smile on his face. "It can be hard at first, figuring out your own strength and how to pull back. She probably hasn't even figured out her limits yet. It's hard to pull back to 50 when you don't even know what 100 is."

The instructor stepped back into the crowd. "Then by all means, you take over."

"It would be my pleasure." He stepped into position on the mat, bending his knees slightly. "You could use some good practice. Put your new body through its paces."

The familiar man spoke up then with a smirk. "You best watch yourself, Captain. She just might kick your ass too." Steve turned to grin at the man and Charlotte finally placed him. It was one of the agents from the lab. Sam. He was the one who carried her out after the Black Widow sedated her. "20 says she puts you on the floor."

Steve stood straight and turned to his friend. She could see him struggling against the grin spreading across his face. He walked over to him and shook his hand. "Deal." As Captain Rogers returned to his place on the mat, Charlotte wasn't sure how she felt about that deal. No one had included her input on it and while it was flattering that they all thought she'd do well, she also didn't know how she felt about the Captain's certainty. He stood, bouncing on his heels, knees bent and stretching him arms out. Still he had that stupid grin on his face. Charlotte really wanted to win Sam that $20.

"You ready?" he asked, nodding to her.

Charlotte took a defensive stance, getting ready for him to come at her. She nodded. Steve took a slow step forward, well slow for him anyway. She could tell with the way he was moving he was giving her a chance - testing the waters. He came at her quickly, but with enough time for her to side-step him. As she did she spun and placed one hand on his shoulder to keep him from reaching for her and with her other she rammed her palm into his shoulder blade hard, pushing him away. Steve stumbled a few paces, but he remained on his feet.

He turned to her with a slightly alarmed expression, but he quickly shook it off and replaced it with an approving smirk. "Those instincts kicking in again, Charlie?" he asked, taking up a stance again opposite her. He shifted lightly on his feet towards her right, so she moved to the left, crossing one leg over the other.

"Perhaps. Maybe I just wanted to wipe that smug look off your face."

Steve grinned despite the chuckles and a chorus of 'Ooooohs'. "It'll be nice to have a challenge for once. If you can keep up," he said, jumping further to her right and dashing forward. Charlotte knew she didn't have time to move, so she prepared herself to deflect his attack with her arms and rotate her body to use his momentum against him.

She wasn't prepared for him to feint to the left, so when she began to brace her right, he collided with her hard and her blocks were useless against his force. She imagined the force in which he hit her mirrored that of being hit with a car as her breath escaped her lungs completely and she saw the florescent lights flash overhead. She had completely lost a sense of which way was up and which way was down. When she hit the ground, she finally got her bearings again. Steve's visage replaced the glare from the lights as he looked down on her with a concerned look. She didn't miss the excitement brimming behind his eyes though.

He offered her a hand and she ignored it, deciding to try out a new move. She placed her hands above her head and planted them into the floor. She rolled her body up towards her head and then used the built up momentum to launch herself forward, using her hands to guide her into a standing position. She didn't miss the impressed looks and whistles from those in the crowd, nor did she miss the similar look on Steve's face. Hell, she was impressed with herself. She had seen the move done on television and movies and always wanted to try it. She just couldn't believe she could do it so successfully on her first try. Maybe the instructor was onto something with that 'learning curve' thing. She started to wonder what else she could do.

"Looks like I won," Steve said, turning to Sam who was looking rather disappointed.

"Not exactly, Mr. Rogers," countered Charlotte, stretching out her neck, feeling the relief at the pops easing through her neck and shoulders. She turned a challenging glance on him. "The terms of the deal stated that you would get knocked on your ass not me, and I'm not done with you yet."

Steve looked back to Sam who now wore a triumphant smirk. "You heard the lady, go!"

Steve returned to his position across the mat and took up a stance again. This time he looked like a skilled fighter from a martial arts movie. His goofy grin was completely gone and his eyes looked determined. "I was holding back before. I hope you were too, Charlie."

Charlotte didn't let his attempt to intimidate phase her. She still desperately wanted to knock him down. She was still sleeping in a concrete cell, feeling like every move was being watched. She needed the approval from all these agents watching. She wanted Steve and Phil's approval. She wanted them to be impressed and find her valuable, not something to lock away or worse. "Just give me some time, I'm sure I can surprise you."

Phil Coulson joined Tony Stark, Dr. Banner, and Dr. Yates in a small room with several monitors replaying images of brain scans, security footage, and other tests. Several pictures and still-frames also littered the room. "What have you guys got for me?"

Dr. Yates spoke up first, flipping through papers on her clipboard. "Her evaluation went surprisingly well, but that can either be a good sign or a bad sign. First of all, her psych eval showed better results than most agents. Unless she has an advanced degree in psychology I don't believe she could have faked it that well."

Tony let out another snort. "Doesn't prove a thing. HYDRA actually believes in what they do. Proving she's not a psychopath doesn't prove she isn't the enemy."

Dr. Yates sent him a withering look. "Her results were more glowing than most, Stark. Romanov is overly dedicated to her job and can be blindly loyal. Barton is guilt-ridden and constantly second-guessing himself since the invasion, and he masks that guilt with awkward humor. Even Captain America continues to suffer from an inferiority complex from his past. Banner had crippling anxiety and anger management issues - no offense," she said turning to him.

Banner just shrugged and nodded. "I know. At least I'm working on it."

Yates smiled at him. "And doing really well, I might add. Then there's you," she said turning on Tony. "You're a textbook case of narcissism and now add onto that PTSD, and don't even get me started on Thor. Can you say god complex?"

Tony piped in. "Well technically he's a god, so..." he replied smugly.

Yates stared very pointedly at him. "With a major case of arrested development. His lengthy life and adventures and pandering hasn't helped him mature over the centuries."

"Can we return to the topic at hand? I already know the evaluations on the Avengers. I want to know about this girl," he said looking at the live footage of her training with Rogers.

"She seems to be a very ambitious young woman whose goals are often tempered by a high model of ethics. In terms of S.H.I.E.L.D. she could become an asset, however she may question certain tasks that would need to be performed."

"How is that helpful?" asked Tony.

"How is it helpful when Steve questions S.H.I.E.L.D.s motives? Or even you when you uncovered Phase 2? It keeps S.H.I.E.L.D. honest," answered Banner.

Coulson nodded. "We could use a little honesty these days."

"Now to the potentially problematic. Her results could mean very little in the face of the trauma she's been through. Her results may not mirror her behaviors to come or her results may have already been skewed. I'm pretty sure its the former as I believe she is currently showing classic signs of avoidance. She has been through a lot and she seems to be repressing most of it. She avoids the topic in counseling and when we do talk about it, she can only explain what happened in flashes. She seems to think she spent most of the experience in and out of consciousness, but the details she gives and her general understanding of the timeline of events tells me that she was awake for most of it and she is either refusing to talk about it or her mind has literally put blocks around the memories."

"What does this mean we should expect from her?"

"She will need to be monitored and continue through her counseling. She opens up a lot when we discuss home and events prior to the last month, so finding her some familiarity will help, and for god's sake, get her out of that cell." She turned to Tony. "I know you have security protocols that can lock her in an at least decent room. I also suggest pairing her with a sort of mentor. If you plan on adding her to the S.H.I.E.L.D. roster anytime soon, finding her a supervising officer wouldn't hurt. Get her involved and get her something familiar. Make her feel useful so that she can focus on the positive from her experience, not the bad. Now as for behaviors. We may expect some lashing out. Right now, she's trying to avoid the thought of what happened to her, but she will have to face it soon and I will be pushing her towards facing it in our sessions. That may bring up some feelings of helplessness and in order for her to feel some control, she may lash out at S.H.I.E.L.D. We are the closest she can equate to HYDRA and she will be looking for someone to blame - after putting a lot of it on herself. This will cause some self-confidence issues, some moodiness, and other uncharacteristic behaviors."

"So, we'll have another Tony on our hands," joked Bruce, looking over to him with a half-smirk.

"Excuse me, who out of those present turns into a hulking rage-tank?"

"Ok, children let's move on. What can you tell me about her tests?" interrupted Coulson, again. It was beginning to seem like old times, but he knew, deep down, that they had moved passed their differences. Though it would never stop them from nit-picking each other. He couldn't help a smile, remembering his own team, his own little dysfunctional family. The Avengers, too, were another part of his large, and growing, dysfunctional family.

Banner took his glasses out of his pocket and put them on, turning to the screens. "As you can see, the brain shows little trauma or damage as a result from HYDRA's procedures."

"But that could also be a result of the serum," added Tony.

"Yes, but some of the incisions were made before and after the change." Banner walked over to a still-frame picture of the Y-cut scar on the back on her neck. "The scarring shows signs of multiple incisions along the same scars. I also compared scars from before the change to wounds healed since then. As you are aware," he said, clicking a button and the picture changing to her collar-bone. "She suffered from melanoma and had it removed. The surgery was actually exceptional work and left a mild scar behind, but you can still see the ridges and raised edges of the scar. Now here," he clicked the button again and the screen shifted to her shoulder, "she came in with several injuries due to her escape. This one shows the puncture wound on her shoulder when she came to us." He changed the picture again. "This was yesterday."

"I don't see anything," commented Yates.

"Exactly. It seems the serum's enhanced regenerative times leaves behind little to no marks on the body after healing. To further prove my point," he changed the picture again. "Here is the pad of her right foot. The cut was deep enough that it should have laid her up for several days. This was taken yesterday." He showed them a picture of the same foot, completely healed and no mark left behind. "So the scarring created at the back of her neck was created before the change. Whatever they did to her should still show on the scans, but if they did anything to her brain afterwards, the marks may have healed, but there could be other lasting effects."

"Like what?"

Banner shrugged, taking off his glasses. "Wouldn't be able to tell unless something comes up. What concerns me is that they made the incisions before the change, but there is no physical evidence to any tampering with her brain, and if they did tamper with it, it was after the change."

"There are however, some important things to note about her brain," interjected Tony, turning to the video of her MRI. "She kept asking us questions about the procedures as we went along and Banner explained it to her in all that sciency-talk I love so much. At first, I could see the glazed look much like our Mr. Rogers when trying to comprehend, but I didn't miss this," he said fast-forwarding through the scanned images. Suddenly the brain scan flashed bright and Yates and Coulson took a step forward.

"What was that?" asked Yates, putting on her own small spectacles.

"That," explained Tony, tapping the remote against the screen, "was her brain activity when Banner explained her procedures to her. "We followed up with a few EEGs afterwards and you can see the stimulation right in the middle there," he said pointing to the chart pinned to the wall. "That was when he was explaining the science behind an EEG."

"We did a follow-up scan this morning," added Bruce.

"This time, we explained what had us interested in performing extra tests, and she seemed to understand."

Bruce nodded. "She was asking us questions I would expect out of a graduate student when viewing interesting or unusual brain scan results."

Coulson and the others watched as her brain flashed brightly during stimulating conversation. "So she's learning?"

Banner nodded. "Whatever they did either directly to her brain or as a result of the serum, they expanded her neuro-plasticity and maybe even the creation of new neurons and synapses."

Coulson was a little taken aback. Not only did she show some physical enhancements, she is experiencing mental enhancements. While her physical changes weren't as marked as Rogers, Steve didn't experience any mental changes other than what he learned on his own. He really didn't like the idea of HYDRA having their hands on an improved serum and they were still trying to figure out Erskine's. "So she's what? A genius?"

Again with a derisive snort from Tony. "Please. I'm a genius. She's just..." he said, waving his hand at the screen dismissively, but thinking of a word. "Google. Chalk full of information easily uploaded, but not always reliable."

Banner's face actually seemed to be considering his metaphor. Yates shook her head. "Regardless, this ability could prove extremely helpful. We have to help her though. Get her out of that cell," she repeated authoritative. "And for God's sake, let her contact her family." All three men opened their mouths to interrupt, but she stopped them, holding up her hands. "I know! It's risky. She disappeared and at best, she's a missing person. At worst, she's a suspect in the FBI's investigation of the explosion in Atlanta. I know S.H.I.E.L.D. doesn't have its old pull yet, but we have to think of some cover story. Do you want an agent with nothing to lose or one with something to protect? We all know which agent the old S.H.I.E.L.D. preferred. What about this new one?" she asked, turning her full gaze on Coulson.

He knew she was right, but they really were in a tough spot. Charlotte couldn't tell her mother the truth. S.H.I.E.L.D. had to protect people like her from truths they aren't ready for. He wasn't even sure that Charlotte could even contact her mother without sending up red flags with the FBI. The doctor was right about the scenario. He already checked. The FBI were looking to question her on Atlanta and where she went just before the incident happened. HYDRA's official word on Charlotte Wallace was that she did not make it through orientation and they never saw from her again. This was reported in a missing person's report by her mother two weeks prior to the event. He had to come up with a cover story for both the FBI and her mother. Convincing Charlotte to lie to the both of them however, would seem to be the most difficult struggle.

Coulson nodded slowly, taking it all in. "Thank you, Camilla," he said to the doctor. "I will take your advice into consideration. We will see what we can have done immediately." Charlotte Wallace would either prove to be a gift to S.H.I.E.L.D. or it's worst nightmare.

Charlotte and Steve exchanged blows and blocks at a fast pace. Many more agents and staff members from other floors had gathered to watch. The current pool was sitting at over five thousand dollars. The odds were slowly shifting from favoring Captain America to this new comer who packed quite a punch and seemed to match the Captain's fighting style perfectly.

Charlotte wasn't holding back, and it felt good. She could feel the raw power coursing through her and the adrenaline was working overtime. She knew Steve was stronger than her, but she seemed to have a newfound speed that matched him blow for blow, block for block. She didn't know how she did it. At first she thought she was reacting on instinct, but she started to realize that not only her body, but her mind were making decisions. She knew how to fight.

At first, the match-up was rough. The Captain had knocked her down several times. Each time he always gave her the chance to give up, but she'd pick herself up and then they'd begin the next round. The last time he knocked her down, she had gotten impatient. She tried to make a sloppy move and he had merely planted one hand on her stomach, one on her back, lifted her off the ground and slammed her onto the mat. The impact had rattled her teeth and she soon realized that she had bitten her cheek hard. She got up slowly, coughing and spitting the fresh blood out onto the blue surface. His determination had cracked and he looked on her with compassion. "Come on, Charlie. We can do this another time. Don't push yourself too hard."

Charlotte wiped the blood from her lips and grinned, baring red teeth. She charged at him, registering the emotions cross his face as if it was in slow motion. First there was the compassion, then the shock, then that steel wall of determination. That had begun their current match in which Charlotte had figured out his fighting style. Now she was merely biding her time, watching for his turn to slip up. She was dead set on beating him. She felt better than she had in her whole life. She wasn't going to give up just because Captain America knocked her down a few times. He may be stronger, but she was quickly discovering that she was faster.

Steve came in with a jab to her right and she managed to block with her arm and quickly rotated her forearm and grabbed his own. He tried to pull out of her grip, but she held firm. She didn't miss the swing coming in from her left. Her free arm shot straight up and intercepted his blow. She threw her arm out to the left, sending his failed punch out away from her body. It lost him his balance momentarily, and with his other arm still occupied, Charlotte took the chance and slammed her palm up into his face.

Steve reeled back, stumbling. Her mind screamed that this was her chance. One well-placed kick to his middle and he was down, but there was blood everywhere.

"I think you broke my nose," echoed the nasally version of Captain America's voice.

Charlotte wasn't trained for this. She had gotten wrapped up in the attention and the adrenaline. She wasn't a soldier, or a spy. She wasn't a superhero. The adrenaline quickly drained from her body as soon as this realization hit her. She already knew she'd broken his nose, as soon as her palm made contact. She wasn't some scrapper out to make a name for herself. She felt that she had gone to far, regardless of the super soldier's healing ability.

"Steve, I'm sorry," she replied, walking forward slowly and reaching out a hand to provide assistance.

"I'll heal," he replied, pushing away her advance and catching her off guard.

Charlotte felt a white hot pain run through her jaw making her lips feel numb. Her defenses were down and Steve had landed a blow across her mouth. Now Charlotte stumbled back, and this time Steve seemed surprised. "What happened to all that fire and instinct?"

"I'm not a fighter, Steve! I'm not you. I'm still learning what I can do and what I've become, but that doesn't make me a soldier."

"So you saw a little blood and what? You got squeamish? You're going to have to fight to gain the upper hand or else what are you fighting for? Life isn't a game. It's not some sparring match. You did the right thing. Your instincts did the right thing."

"That isn't life! That isn't my life! It shouldn't have been." Charlotte ignored the murmuring of the crowd. They milled about and spoke in hushed tones. They acted as if they weren't listening, but really they were. She really had become a freak show. Out on display for others to watch and speculate. And bet on too. Charlotte was mad. She didn't ask for this. She didn't want it. She ran her fingers across her numb lips, feeling a warm slickness to the texture of her otherwise chapped lips. She pulled her hand away to stare at the blood on the pads of her fingertips. This all wasn't fair. They wanted too much from her. She felt something bubbling up inside her, starting with her gut and burning up into her chest. Adrenaline rushed through her like a shot and she could see what she wanted her body to do in her head, then she went for it.

Charlotte cried out in a rage at Steve and ran at him. He braced himself for her, but after crossing half the distance between them, she jumped into a skip and threw herself into half a cartwheel. When her body reached a ninety degree angle she spun her hands to face away from him. Steve realized what was happening far too late, for her legs had draped themselves over his shoulders and her knees crushed into the sides of his neck. Charlotte pulled at her core with everything she had as she curled her body downwards towards the floor.

Steve let out a loud gasp as his back hit the floor and looked up at Charlotte sitting on his chest. The room was dead silent. "Look," he gasped out, not even addressing the fact that she had beaten him. "I know this isn't what you wanted, and you're right. It's completely unfair to have this thrust on you. But you also can't deny the gift you've been given. You might not have wanted it, but there are people out there who would pay anything for what you now have. There are people out there who would kill for it. Can't you just try to be one of those people who actually deserve it? You're life will never go back to the way it was, but that's just life. It goes on, it changes. Sometimes it changes in ways we didn't plan, but we have to adapt or else we'll get left behind. Give us a chance, Charlie. You might even surprise yourself."

"So..." ventured Sam, trying to break the awkwardness in the room. "Does this mean I won the bet?"

Many agents burst out grumbling and taunting as money changed hands between several parties. Charlotte looked up at the crowd. "Hey, don't I get a cut? After all your whole bet hinged on my taking a beating until I finally brought him down," she tried.

Sam looked at her with a pointed and disbelieving smirk. "You shoulda bet on yourself then," he replied before going back to counting the several twenties in his hand.

Charlotte suddenly noticed Phil coming through the crowd, pocketing a stack of his own twenties as he approached. Steve craned his neck to watch him approach. "Et tu, Phil?"

Phil Coulson shrugged and smirked down at Steve. "The kid's got spunk." He turned to Charlotte, holding out his hand. "If you wouldn't mind climbing off Captain America now, I've got something to show you." Charlotte couldn't stop the blush as she took his hand and let him pull her up. He dug a linen hankerchief from his coat pocket and handed it to her. Charlotte held it up to her throbbing lip and followed him out of the gym.

Phil led her onto an elevator and pressed a button for a higher floor. "That was impressive," he continued as they rode up. "That's a move I'd only expect from Romanov."

"Who, sir?"

"The Black Widow. You met her at the HYDRA lab."

"Oh you mean drug-first-ask-questions-later?"

Phil chuckled. "She takes her job very seriously."

"Too serious for a 'hey, we're rescuing you from one secret base to another and you're probably in shock anyway so I'm gonna put you under for our safety and yours'? Hell, even a needle to the arm would have sufficed and not some sedative in a jacked-up epipen to the throat."

"She's got a very specific skill set," he explained. "Though I assure you there were no personal feelings involved."

"Uh huh," she mumbled as the doors opened and she followed him down a new hall. "Hey where are we going? Or am I not allowed to ask that?"

Phil stopped in front of two red double doors. "I know a lot has happened and it was hard for us to trust each other at first. This is our way of taking the first step." Without him saying or doing anything, the double doors opened automatically, sliding into the walls. Inside was what looked like a hotel room from a five star resort. The entire back wall was lined with windows looking out onto what Charlotte recognized immediately as the New York skyline. On the left wall was a queen sized bed dressed in white sheets and a comforter that looked like it was about to explode with down feathers. On the other side was a sitting area complete with a small couch, two arm chairs, a desk and a tv mounted to the wall.

"What is this?" asked Charlotte, sticking her head into the room, but the rest of her body stayed at the threshold. She felt like she was intruding.

"Welcome Miss Wallace. I hope you will find your accommodation to your liking."

It was a disembodied voice that came from around them and Charlotte jumped. "What the hell was that?"

Phil smiled and stepped into the room. "That was JARVIS. Just A Rather Very Intelligent System," he explained. "Mr. Stark created him."

"Please let me know if there is anything I can do for you during your stay."

"So he's what? An AI butler?"

"Something like that. Are you coming in?"

Charlotte took a step into the room. "This is my room? Why?"

"Like I said, we are taking the first step to building a trust between us, Miss Wallace. Welcome to S.H.I.E.L.D. I'm director Coulson."