Disclaimer: Sadly, I own nothing related to Marvel, either the comics, movies, TV shows, etc. All of that belongs to the Disney Corporation (though I might try kidnapping Captain America and Hawkeye some day, just for fun).

AN: Okay, so the villain of this story is not Loki; let me get that out right now, so people won't be disappointed later. Some might like who my bad guy is, and some probably won't, but I'm still hoping that people will like the story. Enjoy, and please don't forget to review. Thanks!

Chapter 6: The Face Behind the Eyes:

The next morning dawned bright and sunny –and with a good night's sleep, so did I. A quick shower and change of clothes, and I was downstairs in time for breakfast downstairs. There, I was welcomed with smiles and greetings from Cap, who had cooked a wonderful breakfast for the two of us.

"Tony and Pepper are still sleeping, but I just talked with Tony's driver," Cap told me while scooping scrambled eggs onto my plate. "He's ready to go when we are."

Since someone was waiting for us, Cap and I managed to simultaneously rush through our meal, but still enjoy it -it was kind of rude to keep a driver waiting, and we didn't want to get on his bad side on our first trip out with him.

When we finished, Cap and I headed out the front and onto the driveway, where a man stood waiting for us by a luxurious town car. He was tall, broad-shouldered, and could easily pass as a bodyguard, not a chauffer. But as he shook hands with me, I noticed the open, friendly smile on his face and the warm glint in his eye, and relaxed. Tony had chosen a good man as his driver.

"So, where to?" Happy (as he asked me to call him) asked. "Shopping? Popular destinations? Or would you two like me to drive through the city so that you can see the sights?"

Cap and I exchanged looks. "Well, I guess the popular areas sound okay," I hesitatingly said. "Though shopping does sound like fun…"

"Rodeo Drive it is," Happy said, opening the passenger side door of the black sedan. "If you and your wallet aren't drained by the time you're done, I can take you anywhere you want afterwards."

Grinning excitedly, I practically leaped into the back of the car, followed closely by a very amused Cap.


Watching the car leave Tony Stark's mansion, she cursed and turned the boat around, heading for the nearest port. Without a decent place to park a car close to Stark's home, and no way to scale the cliff upon which the house stood, she'd been forced to rent a boat and keep a very distant watch on her assignment.

Of course, she'd planned it this way. Keeping an eye on Captain America was supposed to be an easy job, but given that he'd be leaving one coastline for the other, Director Fury needed someone he knew wouldn't be distracted by everything California offered –someone who could get the job done, and without getting caught.

That's where she'd come in. It'd been so easy to slip her name onto the list of agents that Director Fury had been considering for this task -after all, her record was long and successful, with few mishaps, and many of whom she'd worked with spoke highly of her. The Director wouldn't think twice about her signing up for the mission, though he might feel it a bit 'beneath' someone of her talents and rank. Still, she personally asked for this assignment, and in the end, Director Fury had agreed to her request, sending her here to Malibu, with the order to keep a good eye on one of SHIELD's most valuable assets. It was a mission she didn't mind one bit.

Preparing the boat, her blue eyes caught the glint on her wrist. It was a titanium rope bracelet, simple in design, with only one decoration: Captain America's shield emblem on the disc where it fastened onto her wrist.

Smiling, she hit the throttle, the boat surging under her as its speed increased.


Parking the boat in the nearest harbor, she quickly headed for her car and started the engine. It was a subtle vehicle, as she wanted to keep a low profile, but still expensive-looking, so that it wouldn't be too out of place among all the cars of the rich.

Cursing, she knew that there was only one place that Stark's driver was heading: Los Angeles. It was an hour away, and no doubt the driver was taking his two passengers there for some fun in the sunshine and busy streets. But given their head start, they could be headed anywhere.

'But given that one of them is female, they're likely heading out to do some shopping, at least at some point today.'

The thought of Adena Philips caused her hands to clutch the wheel tighter as she headed down the freeway. That girl had no right to be where she was.

Taking a deep breath, she calmed down and got her anger under control. There'd be plenty of time to deal with Miss Philips later. First, she had to find them.


After flooring it down the freeway, she managed to catch up with them. As luck would have it, the first place Stark's driver stopped at was Rodeo Drive, one of the best places to shop in the country. It was every woman's dream to shop here, and no doubt Miss Philips had plans to do just that.

As Steve Rogers stepped out of the car, she felt her heart speed up. She'd watched him yesterday, from a far distance, swimming in the ocean, but the view had been vague, and not good. Up close, he was as handsome as her Aunt had said: blonde-haired, blue-eyed, tall, with broad shoulders and a kind air about him that hid the dangerous soldier beneath. He was perfect.

A tendril of blonde hair flowed over her field of vision. Blowing it out of the way, Sharon watched him help Adena out of the car, the pair then heading down the street, holding hands. The sight made her blood boil, but her training kept her temper in check.

"An agent should never let their temper get the better of them," Aunt Peggy had always told her. "It might come in useful when you need it, but most of the time, keep your attitude under control. It could get you killed."

Getting out of the car, Sharon secured the doors and headed off, half her brain sliding into the mentality that she was an agent on a mission. The other half lost itself in childhood memories.


Aunt Peggy wasn't really her aunt –she was actually Sharon's great-aunt, through her father, Harrison Carter, a wealthy business owner in London.

In spite of the generation gap between them, Sharon had always felt a close bond with the older woman, and considered her to be a great and powerful inspiration in life. Many of Sharon's friends' old aunts had grown up as quiet, obedient girls, but Aunt Peggy was another story.

From a young age, Sharon had been given tales of her Aunt's impressive past. It was awe-inspiring, knowing that Aunt Peggy had struggled and worked hard to rise in the ranks of Britain's government, eventually becoming their liaison to the American armed forces during WWII.

Heading down a crowded street, her eyes fixated on the two individuals, Sharon allowed a small smile to form. She had grown up listening to her Aunt's adventures, and been inspired by them, right up to the point where she decided that she wanted to be a government agent, too.

At first, her parents and Aunt had thought it was just a phase. They had signed Sharon up for lessons in self-defense, gymnastics, and ways to train her mind to retain facts quickly and accurately. It wasn't long before she was exceeding in each of those, and her focus and dedication to her education finally convinced her parents to take her choice in life seriously.

Soon, Sharon was taking lessons in computer technology, firearms, and survival, all in addition to her 'normal' education. Sharon felt that she could have handled the burden of her entire education on her own, but there was one thing that made her work harder and better: Aunt Peggy.

With her Great-Aunt advising her, encouraging her, and lecturing her whenever she felt like lying down and dying from exhaustion, Sharon found that she rather liked her training, if only because Aunt Peggy was both a mentor and a kindred spirit to her. Best of all, it all served as a challenge –and she did so love a challenge!

And it wasn't just the time spent training with Aunt Peggy that was a treasure, either. It was also the time spent afterwards, during down-time, when she told Sharon all about her time in America, where she'd encountered the man known as Steve Rogers, the soldier who would become the legendary hero, Captain America.


Catching sight of the man himself, Sharon couldn't help but give him an admiring glance. He was every bit as attractive as Aunt Peggy had said, though Sharon hadn't put much stock in her aunt's description of the man until she'd actually seen him herself.

'Now that will be a day I'll never forget,' she thought with a quiet smile, her feet carrying her unobtrusively along the sidewalk.

In that moment, the bracelet on her wrist seemed to hold so much more meaning than it had before. Aunt Peggy had given it to her the day she had been accepted into SHIELD, as a good luck charm and a symbol of all the time they had spent together as mentor and student, and as aunt and niece.

"This new job is going to open the world to you," Peggy had said as Sharon slipped on the bracelet. "Just be sure to keep calm and focused on whatever mission you're doing. Keep your wits about you, and stay strong, no matter what danger you're in."

It was good advice, and Sharon had lived by it ever since. She'd strived to be a great agent, even though she'd barely been into her twenties when accepted into the spy organization. Age hadn't stopped her from focusing on her work, and she was determined to not only push herself to be the best she could be, but also to make her parents and Aunt proud.

That focus had faltered the minute she'd seen Steve Rogers.

It had been on the SHIELD hovercraft, where the Avengers had assembled for the first time. She had been on the bridge, in a far corner with one of the analysts searching for Loki, when he had come into the room.

For an instant, Sharon was stunned. She had seen photos of him from old newspaper clippings and government files, and that he'd been missing for seventy years. Somehow, he had been found, and he didn't look a day older than when he'd vanished!

A quick stop at one of the available computer consoles gave her all the information she needed. Captain Rogers had finally been located in the frozen north, where he'd somehow been in suspended animation this whole time. When he'd been briefed on what year it was and what had happened to him, he had been given a nice apartment in New York City, where he might blend in a bit easier.

Looking back up at the man, she could see how her Great-Aunt could have fallen for him. Tall, broad-shouldered, blonde, blue-eyed, and with a kind face that could turn noble and soldier-serious in a second, he was a sight that could make any female's heart flutter. And when she combined the face with all of the amazing things he'd done during WWII –well, that was it for her.

Romance was a thing that had never crossed her mind before then. Oh, there had been the usual crushes on boys in school, and even on one or two of her male instructors, but nothing more than that. Love and other 'mushy stuff' were pushed aside in favor of a career that would take her places she could only see in photos and in her imagination.

But with him standing so close, but so far away, Sharon found herself imagining a romance with the man her Aunt had loved. She knew that Aunt Peggy had never married –apparently Steve Rogers had made such a mark on her heart that no man ever managed to measure up to him.

And there he was: handsome, single, and alone in a new time and a new world. So why shouldn't Sharon be the one to have him? After all, they were practically equals on many levels: both worked to protect the world from evil; both were in prime physical shape; and both were extremely intelligent and great with weaponry.

'And we're both good-looking,' Sharon admitted, eyes not leaving the couple as they paused before a store window.

Oh, yes; Sharon knew she was beautiful -her mother was a known beauty in England, and her father had been one of England's most eligible bachelors. Sharon had inherited her mom's blonde hair, blue eyes, and curves, along with her father's tall stature and slim body. Many male (and a few female) SHIELD agents had made passes at her, but she'd been so focused on her work that she had brushed them aside without caring.

But throughout the whole ordeal with Loki, Sharon had felt herself falling for the man and the hero that fought so hard to protect the Earth. Whenever she had a spare moment from her duties aboard the ship, she snatched glimpses of the footage being captured by various cameras. In one instance, she watched him battle Loki with nothing more than his shield and bare hands, holding him off just long enough for Iron Man to arrive and shut Loki down in Germany.

Another time, she'd watched how Captain Rogers had taken hold of the situation in New York City during the alien attack, his tactical training and mentality taking hold so that he could give his fellow Avengers assignments during the invasion. He was a real strategist, a man who could take charge of a situation after analyzing it and lead his team to victory. She liked that.

'It also helps that he looks fantastic in that tight uniform of his.'

When the situation with Loki had been wrapped up and the prisoner locked away in one of SHIELD's imprisonment cells, Sharon decided to introduce herself to the Captain when he returned to the hovercraft. If all went well with that first meeting, she would ask him out on a date right then and there.

But he didn't return to the hovercraft afterwards. Instead, Sharon found out through the grapevine that he was back at his apartment, and living with a woman who was going to serve as his private teacher. Apparently the girl was hired in an effort to get the Captain more comfortable with the modern world and to help him fit into it.

Unfortunately, that woman also happened to be a young and somewhat attractive one.

At first, Sharon had dismissed the girl as nothing more than a simple educator who would never catch the attention of Steve Rogers –the man had, after all, fallen for Aunt Peggy, who was a beautiful, strong, bold, determined, and somewhat aggressive woman. Adena Philips was almost the complete opposite of her, and therefore had almost no chance of attracting him.

But she'd been wrong. Somehow, Miss Philips had caught Steve's eye, and his attention and affection for her showed when he'd had to rescue her when Loki had returned to Earth and kidnapped her. All Sharon could do was stand and watch the rescue efforts, her face scowling at the screen as Steve smashed his fist into Loki's face, the man obviously furious that his new 'girlfriend' had been taken from him.

Jealous and angry, Sharon had used all of her calming techniques to keep her cool and not go start a fight with the girl who had unwittingly gotten in her way.

For several months afterwards, Sharon had done her best to try and push past the feelings she'd so quickly developed for the Captain. She kept telling herself that it was just a silly crush, one passed on to her through Aunt Peggy's stories, and that she'd forget all about him in a week or so. She tried loosing herself in her work, taking on some of the more difficult and delicate SHIELD missions so that her mind could focus elsewhere.

But her feelings never changed. Instead, she found herself 'checking in' on him through SHIELD computers and technology, just to see what he was doing. It always irked her whenever she saw that he always had Miss Philips at his side, and as she watched them, Sharon couldn't help but notice how their relationship as a couple was going very well for them.

Then the opportunity to be close to him came up. Director Fury wanted actual human eyes on the Captain, as well as Miss Philips, to make sure they were safe, and that there was backup there in case there was a "situation" and Captain Rogers needed help.

When a chance like that popped up, how could Sharon resist?


Inhaling through her nose, she watched as Steve and Miss Philips stopped for a lot of window shopping, then some ice cream when the weather got too hot for them. The whole time, the two held hands and exchanged affectionate looks and kisses, just like every other dating couple on the street. It was nauseating.

What was even more nauseating was how Sharon had been forced to watch them slather lotion on each other on the beach, then frolic in the ocean, the perfect dating couple. It was ten time worse than being seasick.

Letting a calming breath out, Sharon crossed her arms and decided she couldn't take it anymore. She was Peggy Carter's niece, and from what her father said, she was a lot like her. So shouldn't she be the one standing beside Steve Rogers, and not this little mouse who was so easily kidnapped by evil forces? Wasn't Sharon more of his match than the helpless girl standing beside him right now?

'If she's that weak, doesn't it make it easier to get her out of the way?' a small, sinister part of her wondered.

No, Sharon couldn't do that –she had vowed to protect people and save them from darker forces, not hurt them, especially not when she valued life. She couldn't go against everything she'd been taught by her Aunt, and the thought of breaking those sacred values was horrifying.

'But what if I got her out of the way by other, non-violent means?'

She was a spy, after all, and she knew a lot of different ways to twist and manipulate people. Eventually, something would break between the couple, and Sharon would be there for Steve when it did.

Now, all that mattered was good timing and planting just the right trap, just in case one was needed…


AN: Okay, I know I might get flack for making Sharon Carter the villain in this fic, but I thought it was better than bringing Loki around for a third time (which I thought could get boring after a while). I'm sorry if I've offended anyone (like die-hard fans of Captain America), but please don't send me any negative comments or flames because of my use of characters, since I thought it would work, at least in this universe. Thanks for reading, and please don't forget to review.