"Steve, I swear to GOD if you open your eyes or take off the peep shield I'll kill you!"

That was a threat Steve was prepared to take seriously. Max had been getting good at training; scary good.

"Why can't you tell me where we're going?" Steve sighed.

"Not part of the plan." Max chastised, knocking Steve in the shoulder and shuffling around in the black suburban.

"Don't deviate from the plan." Sam added; he was driving. All of this was some crazy idea hatched by Max for who knows why. She had been secretive and told Steve that this was a mission he didn't have clearance for; not yet.

"Why does the plan have to involve kidnapping me?"

"Not kidnapping. Borrowing." Sam corrected.

"Yeah, we didn't kidnap you." Max agreed. "Anybody that needs to know where you are has been filled in."

"I haven't been filled in. I'm pretty sure I need to know where I am." Steve waited while Max and Sam chuckled between themselves.

"You're cute Steve." Max nudged him in the shoulder again.

It was about another twenty minutes before the car stopped and Max dragged Steve out. She sounded both excited and nervous, and Steve had no idea why. Something about this felt off, not normal, and just downright shady.

"Okay okay... 3, 2, 1, look!" Max instructed, and Steve pulled off the peep SHEILD and spotted Max. She was standing in street clothes around a lot of dead grass and some litter. Steve slowly swung his gaze up to the commotion in the distance, tinkling music and life mixed with the clack of metal sliding against metal. It was a fair or carnival or something and all Steve knew was that Max had made this happen. This was it, what she had been building up to. Steve was speechless, what was he supposed to say?

"Steve?" She sounded less sure now. "What do you think?"

"I think... You and I are in for a long day." A smile cracked Steve's face and that seemed to be all Max needed to jump him. She started tugging on his hand pulling him toward the gate and bouncing. "Hey wait, what about Sam?"

"That's okay, I get enough stomach turning excitement on the daily. I'll be just in town, Max'll call if you need me." Sam glanced to Max and gave her a small thumbs up before dropping back into the black suburban and starting the engine. Steve let himself be pulled along by Max up to the gate where Max pulled a wad of dollars out of her pocket and sorted around before passing a few crinkled fives over the counter to the smiling volunteer.

Once they had been stamped and their tickets handed back Max started shoving the mess of money back into her pants pocket.

"Hey, Max let me hold onto those for you. I can put the money in my wallet for safe keeping." Steve pulled out the worn leather and held a hand out to Max who carefully pulled her hand back out of her pocket.

"Okay, but you aren't allowed to spend any of your own money! Don't get these mixed up with yours." So Max passed over the wrinkled mess and Steve started fitting everything alongside the bills already in there.

"I don't think we'll have that problem." He looked at the neat bills on the right compared to the wrinkled ones of the left before folding the wallet and putting it back in his pocket. "Say, where'd you get all this money anyway?"

"Sam gave it to me. I didn't ask for all of it, I just asked if he could spot me a bit until I could find a way to pay him back. Then he asked about why I needed it, so I told him the plan, and two days later he shows up with a bunch of cash from him and Natasha. I've never met Natasha, so I was a little weird about accepting the money, but apparently she works with you guys and she seems like my kind of gal, so I wrote her a thank you note."

"Natasha was in... Never mind. So what exactly is the plan?"

"I just want you to feel better." Max admitted. "You've just been really bummed out since you woke up with that bad dream, and when you're bummed I'm bummed. I just don't want you to hurt Steve, so I found something fun that maybe hasn't changed a lot. I don't know." Max looked sympathetically at Steve. Sure Steve had been down for a few days, feeling bad all over again because of everything that was going on with Bucky, but had he really been so distraught that Max noticed? Then, not only did she notice, but she went to all the effort of finding something fun to bring Steve out of this funk. Really, it was sweet.

"Max," Steve began as he crouched down to hug her. "Thank you."

"Don't worry about it." Max mumbled as she latched onto Steve.

They were walking down the midway, hand in hand, crossing in front of some games. People kept calling out, inviting Steve to play. Knock down the milk bottles, toss a ball in a fishbowl, ring toss, and other carnival games where the risk outweighed the prize. They were almost to the end, making their way for some candy apples, when out of nowhere one of the greasy booth operators jumped out in front.

"You look like you got a good eye on you. Shoot out the star win a prize."

"That's okay, I'm not very good." Steve declined politely.

"Aw c'mon! Someone like you?, I bet you handle bigger guns than this little pellet thing."

"Really, no thank you."

"Just shoot out the paper, easy."

"I said no"

"I'll do it." Max spoke. There was silence for a bit, but the operator just smirked and went behind the counter.

"Alright little lady," he took the five dollars from Max and pulled up the pellet gun. "All you gotta do is shoot out that red star outta the paper and you get anything you want."

"Anything I want?" Max asked, feigning innocence.

"Yes ma'am, anything you want." The man smiled with tobacco in his teeth and handed the gun over. "You wanna put it up to your shoulder like-" Before he had finished Max had turned off the safety, whipped it up to her shoulder and taken aim. The silence around was quiet enough that you could hear the tiny exhale before she knocked out the star with all her pellets. Some people cheered, some were dumbfounded, and some clapped slowly while Max gently set down the gun. Behind the booth the greasy man spat some chew and looked at Max.

"What d'ya want?"

"How about..." Max tapped her chin before turning to the man. "My money."

"That ain't how this works, you get a dumb stuffed toy."

"You said I could have anything I wanted, and I. Want. My. Money." Max leaned across the counter. "There's a police officer making his rounds on the midway coming up right now. I could always break into tears and claim that you stole my money, I'm sure he'd love to investigate that along with the unregistered handgun you've got under the counter."

With a quick glance to the uniformed officer and a snarl the man passed back the bill. Max smiled sweetly and snatched them from his grubby hand before sidling up next to Steve. She shrugged and tossed back, "Better luck next time? Maybe?" before turning and tapping the arm of the policeman and whispering something that made the officer look right at the booth. Max and Steve walked away, using the five dollars to buy a candy apple and going on with their business.

"I didn't teach you how to shoot, where'd you learn that?" Steve asked. Max shrugged and took the candy apple looking at it's glossy surface.

"Scouts?" She offered noncommittally.

"You're not tired are you?"

"No. Course not." Max picked her head up from where it had been drooping against Steve's. She had decided about fifteen minutes ago that if they were going to wait this long for the Ferris wheel Max wasn't going to stand the whole time. So now she was curled up piggy backing Steve and trying not to fall asleep before they got there. It was late, but Max wasn't about to call it quits right before the one thing Steve had specifically said he wanted to do with her.

"Alright, good, because we're almost there."

"Mm-Hm." Max agreed sleepily, looking around at all the lights to try to avoid falling asleep. Five minutes later and they were pressed into the seat next to each other and on the way up. The night breeze was a little chilly but they looked out over the sparkling midway and Steve's heart positively glowed. They stopped at the top and Steve pulled Max under his chin and smiled.

"You didn't have to do this." Steve mumbled, and Max smiled wedging herself closer.

"'Course I did. I couldn't have my best guy feeling down. Wouldn't be right." Max mumbled and yawned, feeling herself losing to sleep. The Ferris wheel slowly turned and Steve sat there letting Max drift off on his arm. When they reached the bottom Max woke up enough to step off the platform and crawled back up onto Steve's back to fall asleep again. Steve carried her out the front gate and stood waiting, looking up at the stars in the sky and feeling a genuine smile. Millions of miles of stars, thousands of places to go, and he was right here where he was meant to be with a tired 14 year old falling asleep on him. Life was funny that way sometimes.

"I don't know what I did to deserve you." Steve whispered over his shoulder to a sleeping Max.

"Ya knocked a couple dozen teeth outta Hitler for starters..."

This was what had gone missing. This feeling of happiness. Maybe it would be short lived, but he could hold onto it. Hold onto it tight, and maybe Steve could learn to be happy again soon.