Ok! Sorry for the delay... again. I had a super crazy weekend, full of work and visits from family. I did get the chance, however, to watch Archipelago, a movie with Tom Hiddleston. I think I'm even more in love with him now, if that's even possible.

Ok! I know I teased that Blake would be in this chapter but... he's not. Originally I had it written that there would be a phone call but as I was writing this I realized how much I hated him and how he did not deserve the phone call he was getting.

Anyways... thank-you for all of the amazing reviews and kind words, you guys are phenomenal! This is for you, obviously:)

Enjoy!


Penny awoke, early the next morning, to the sound of her cell phone alarm. She quickly shut it off, noticing Loki stirring. She paused, staring at his back for a moment before a giddy smile lit up her face. She turned away from him, hiding her smile in case he saw it. A little groggy she got out of bed and slipped upstairs into the shower.

Loki listened to her leave. When he heard her step off the stairs he opened his eyes. She was… intoxicating. He thought of her before he slept, he dreamt of her, and she had been his first thought when he woke up. It was too much. She was a distraction. A very beautiful distraction. He remembered the promise he had made to himself, that he wouldn't let his feelings for her get in the way of his plans. He stood; troubled. For a moment he let nearly all his magic slide, his outfit changing back into his kingly armour. He looked down at the Asgardian metal, running his fingers over the smooth rivets. He inspected it closely noticing the wear from the fight and fall. He felt his hands tremble momentarily as the overwhelming emotion of his last day in Asgard returned. It had been somewhat of a relief to tell Penny of his true lineage but it had broken down a little bit of the barrier that he had placed between them. He wasn't sure what he was going to do; in regards to Penny. He had big plans for revenge but where would she fit in? He sighed, running a hand through his hair. It was a dilemma; one that he would have to face very soon. Their journey would end today. He would observe S.H.I.E.L.D today. Tomorrow he would send Penny to talk to Jane Foster, this was something he had decided yesterday; it would ensure that Penny would stay with him for longer. He was certain that she would say yes, she was far to obliging for her own good. Besides, he wasn't sure how much longer they could stay as they were. He had work to do and Penny couldn't stop him. No one could. He wasn't even sure how he was going to achieve what he was seeking to; he just knew that it would take more than his brother and his hammer to stop him. He let the magic come back again; pleased to note that no effort was required. The journey had done what it was meant to; he was rested and well; recovered from his fall, back once again to his full strength. He made his way to the kitchen where Sharon and Todd were already cooking breakfast.

Sharon was the first to address him, "Morning Loki. Sleep well?"

He nodded and took a seat at the table.

Todd turned to him, "Do you like French toast?"

Loki shrugged slightly, "I can't say I've tasted it."

Sharon's eyes widened, "Oh well, you are in for a treat sir! It's delicious." She turned to the doorway as Penny entered, "Good morning darling, sleep well?"

Penny smiled, "Yes I did… you guys need help with anything?"

Loki glanced over at the pair.

Todd shook his head, "No we do not. Sit down at the table there."

Penny looked at them adoringly, "You guys did not need to get up and do this for us."

Todd laughed, "What are you talking about? We do this every morning."

Sharon chuckled, "Yes, up early and French toast; we never sleep as late as we can and chow down on Cocoa Puffs, that wouldn't be right.

Penny sat down, turning shyly to Loki, "Good morning."

He gave her his half-smile, "Good morning."

Sharon observed this and sent a knowing look to Todd who just raised his eyebrows. Together they served breakfast. They ate in sleepy silence; finishing rather quickly. Todd picked up the dishes, hesitating over Loki's empty plate, "Well? How did you like the French toast?"

Loki nodded, "Lovely." He paused, noticing everyone's attention still on him he took a breath, "Thank-you." He watched Todd and Sharon smile in satisfaction and then Penny began to help them clear the table.

Sharon stopped for a moment in the middle of the kitchen before gently grabbing Todd, "Todd. Why don't you take Penny and show her your route to Puente Antiguo?" she cast him a meaningful look.

Todd immediately put down the plate he was carrying, "Follow me Penny."

Penny shot Sharon a suspicious glance before following Tom, and then taking him to the car and maps.

Loki stood up to follow but Sharon stopped him.

"Wait." She said, watching Penny and Todd reach the car, "I just wanted to talk to you for a moment."

She gave him a friendly smile. Loki eyed her warily and sat back down.

Sharon sighed, "Okay, well. I might be overstepping some boundaries here or maybe I'm assuming too much but there's something between you and Penny. It's not that hard to see," she continued to watch out the kitchen window at her friend and husband at the car, "I don't know if it's a big thing or a little thing or if it's even become a thing. I just want to tell you that Penny is awesome. She's just a little stuck in her life right now. Or she was, you've shaken her up a bit I guess." She glanced at him before turning back to the window, "I know she's sweet and impulsive and compassionate to an extreme but don't underestimate her." She turned back to him, "She's tough and she's not going to be one who will just stand aside; if that's what you want from her. She did that for Blake. She stood beside him. Just stood there, she's lost a bit of herself, you might not be able to see that," she looked back at Penny, "but I can. She's sad. She's ready for her life though. She's just got to muster up enough courage to take it on. Don't hurt her. Don't set her back. Just be nice, she likes you." She stopped, holding a minute before looking back at him, "You haven't said anything."

Loki looked up into her eyes, "I do not want to hurt her."

Sharon shrugged, "Doesn't mean you won't."

Loki felt a sickening lurch inside of his stomach.

"Listen I don't know you and I'm not pretending to know you but I can tell. There's more to you than meets the eye."

Loki looked away, focusing on the table.

Sharon laughed, "Now I make you sound like a transformer." She studied him for a moment, "You sure are quiet."

Loki gave a bitter smile, "I am very careful with words."

"No doubt. Hey, by the way, don't get the wrong idea here, I think you're great. And you seem to really like Penny."

Loki glanced quickly up at her before returning his gaze elsewhere.

Sharon smirked, "Just be careful, she's confused. Give her time to figure herself out a bit. Not saying that you have to leave or anything. Just keep that in mind." She watched as Todd and Penny began their return to the car. She looked back at Loki, "Hey do me a favour."

Loki eyed her sceptically.

"Nothing big, there's an art store two blocks down. It's on the left hand side; it's called 'Artist's Touch' or something. Make her stop. Make her get some paint and supplies and stuff, I think I have some extra cash here, hold on."

Loki raised a hand, "No need, I have the means to pay for it. She paints?"

Sharon smiled sadly, "She used to." She winked at him, "I'm thinking she might be newly inspired however."

Loki looked away a small smile tugging at the corners of his lips; he turned at the sound of Todd and Penny returning.

Penny smiled at him, her hands in her pockets, "Well, looks like we'll be able to get there sooner, probably be there by two or three… ready to go?"

Loki nodded and rose from the table, joining her in the entrance way. He turned to Sharon and Todd, "I am grateful for your hospitality." He inclined his towards them, glanced at Penny and began to make his way to the car.

Penny watched him go a moment before turning to Sharon with the beginnings of tears in her eyes, "Thank-you… for everything."

Sharon felt tears prickle her own eyes, "Oh, sweetie," she pulled Penny in to a tight hug, "Oh goodness." She let go, "Don't be such a stranger and please know, if you ever need anything, or if you need a place to stay while you're looking for a place of your own, please come here. Please, we'd love to have you."

Todd nodded, "Anytime."

Penny smiled, "Ok, I'm probably going to take you up on that. Okay, bye!" She gave Sharon one last squeeze, hugged Todd briefly and then joined Loki in the car.

Loki noticed her wiping away tears as she unlocked the doors. He looked at her in concern, "Are you alright?"

She nodded, "That was great. I'm going to miss her. Man, I need to see her more often." She got into the driver's seat.

Loki glanced briefly at the house before joining her in the car.

She turned to him, "Ready to go? This is it."

Loki nodded, "I'd like to make a stop."

Penny frowned, "Really okay… where?"

Loki waited as she started the car, "Two blocks down. The left hand side."

She glanced at him suspiciously, "Sharon?"

He kept his eyes ahead. "She asked for a favour."

Penny didn't inquire further simply drove the quick two blocks; hiding her surprise when she came to an art supply store. She followed Loki inside.

After they got in Loki stopped and turned to her, "What do you need?"

Penny looked around her unsure, "I couldn't possibly…"

Loki raised an eyebrow, "Tell me or I'll buy everything in the store."

She bit her lip, "Ok… let me get a basket."

She grabbed a basket and began to meander around the store.

Loki watched her as she gathered items, inspecting each one carefully. At first she seemed a bit hesitant, perhaps feeling a little removed from the world of brushes and canvases but after a couple of minutes she was lost in it; gathering necessities and colours. Loki was pleased that she left the store smiling happily.

Penny dropped the supplies into the trunk, excitement coursing through her veins. She turned to Loki who was beginning to walk to his side. She grabbed his hand, "Thank-you."

Loki looked at her fondly, "It was Sharon's suggestion."

Penny squeezed his hand, "I know but…" she took a deep breath stood on her tippy-toes placing a soft kiss on his cheek, "Thank-you." She let go of his hand and scurried over to her seat.

Loki was still for a moment; a million thoughts running through his mind. He looked up at the sky briefly before taking his seat.

As usual the first hour or so was driven in silence.

Penny cleared her throat, "So I guess we'll be seeing Jane Foster today then."

Loki shook his head, "I think it best that we take our time. Find an inn, you can take the afternoon and evening to recover from these past four days; if you wish."

Penny laughed, "It would be nice just to relax for a bit, we've been kind of on-the-go constantly. What about you?"

Loki looked out his windows, "There are a few things I'd like to do; information that I must gather."

She nodded, impressed, "Okay. Sounds a little sketchy. So Jane Foster tomorrow?"

He nodded, "Would you go without me?"

She looked over at him in surprise, "What? Why?"

He tilted his head to the side.

Penny smirked, guessing, "Things to do. Information to gather?"

Loki half-smiled at her, "Indeed."

"So what do I say?"

Loki thought for a moment, "You can tell her anything. Just make sure to tell her that Thor destroyed the bifrost."

She raised an eyebrow, "Okay… Thor destroyed the bifrost… that's it?"

He nodded once, "He smashed the bridge with his hammer."

Penny playfully 'tsked', "Oh that Thor and his hammer."

Loki smiled; amused.

She turned to him, "So how should I say it? Should I walk up and be like, 'Miss Foster? Thor destroyed the bifrost.' And then run away? Or should I go up all secret-like and say 'I have a message from Loki, Prince of Asgard, God of Mischief, Thor, other Prince of Asgard, God of Thunder, took his hammer and destroyed the bridge.'?"

Loki paused, unsure if he had ever heard anyone refer to Thor as the 'other Prince of Asgard'. He turned to her, "You can tell her any way you like, though those last two suggestions may not be the most tactful."

She laughed, "Perhaps not. So Thor destroyed the bifrost, she'll probably be curious… why did he do it?"

Loki froze, "Irrelevant."

She eyed him suspiciously, "Really? Okay. Should I tell that you're going to come and meet her or something?"

He shook his head, "No need."

Penny nodded and took a deep breath, "So what exactly is destroying the bifrost?"

Loki narrowed his eyes, "She'll know."

She frowned, a little miffed that he wouldn't tell her.

He turned to her, "You paint."

She sighed, noticing the blatant change of topic, "I used to. I really loved it."

"Why did you stop?"

She shrugged, "Well, I just ran out of time I guess. I mean I had to work and stuff."

He looked at her doubtfully, "You simply gave it up?"

"No, no." She hesitated, "Well, I mean, I had to help Blake with rent so I had to sell some of my stuff. And I thought that maybe it was time to grow up a bit, I mean what future did I have with painting?"

He studied her, "You thought that?"

She grimaced sheepishly, "Okay, maybe Blake hinted at it. But what does painting give me?"

Loki glanced out the window, "Well, I think that perhaps only you know that."

She gave him a sideways glance, "Okay thank-you Dr. Phil… not that you get that reference. Well, I had work."

"And working took up all of the time that you would have used to paint?"

She squirmed, "No… I was tired."

He looked at her carefully, "And what 'work' was it that you became so involved in?"

She frowned, knowing she had lost her defense, "I was a telemarketer. I called people to sell them stuff."

"Does not sound enthralling."

She laughed bitterly, "It wasn't. It really sucked."

He gave her a critical look, "Why were you with Blake?"

She stared fiercely at the road in front of her, "I don't know. I liked him. Or I used too. I don't know. He was convenient and he seemed like a respectable choice." She sighed, "I just wanted to make the right choice I guess."

"Did you have to make a choice?"

She glared at him, "He was a mistake okay? He sucked. I get it now. Thanks." She paused and then continued in a smaller voice, "I think I was scared… to be alone; to face this all on my own. Finish school and then what? It seemed way too hard to try to make it with my Art History degree. I was unsure how to proceed and Blake just sort of swooped in and then I guess I started to live for him instead facing my own life." She stopped as this realization hit her.

Loki offered a small smile, "And now you have paint supplies."

She looked at him incredulously, "And I'm homeless and jobless."

He grinned and turned to look out the window.

She smiled, "Thanks for that."

He raised an eyebrow, glancing back at her.

She laughed, "No seriously. If you hadn't fallen into my life I'd probably be at Chris's house, suffering through my job and fearfully contemplating my future. But now I'm sort of excited to try this all out."

His expression was unreadable, "I am glad."

She stared at the road ahead of her, "It is kind of scary."

He half-smiled, "I do not think that that will stop you."

She smiled and turned the music on low volume, "Hey I guess we'll be seeing S.H.I.E.L.D soon."

Loki nodded, "Perhaps."

They drifted into comfortable silence.

It was around three when they arrived in Puente Antiguo. Penny pulled into the only motel in town. It was small and a perhaps in need of a fix up but their room was clean and comfortable. Penny began to set up a painting station, unable to help herself from smiling as she opened her new parcels. When she turned around she was surprised to see Loki wearing what he had been wearing when he landed.

She stopped, "Oh hey. Wow." She surveyed him. She hadn't really gotten a chance to see it before, in the chaos of those first few moments. She stared at him.

Loki tilted his head, "What?"

She shrugged, "Nothing, just if I had any last little doubts that you were a Prince of Asgard, they're gone now. You look… awesome."

He looked away nonchalantly, "I am more comfortable in this."

She walked over to him, "Really? It doesn't look especially comfortable." She knocked on the armour, "You're wearing metal."

He gave her a small smile, "It is what I am accustomed to." As King. "I will leave you now, I shall return sometime this night."

Penny smiled sadly, "Okay. Well, have fun doing whatever you're going to do."

He observed her for a moment.

He cupped her cheek with one hand. Her eyes shot up to meet his. They met each other with their lips. Penny wrapped her arms around his neck, embracing the sensations she was experiencing. Loki pulled her closer; lost in the moment. When they pulled a part they were both breathing heavily; staring into each other's eyes.

Loki caught his breath first, he swallowed, looked to the door and back at the beautiful distraction, "Right. Well." He nodded and left the room, his cape trailing behind him.

Penny watched the closed door for over a minute after he was gone. She took a deep breath and walked over to her blank canvas. She stood completely still for a moment; contemplating if it was possible that that kiss was even better than the first. She pulled the paints out; bringing out an empty pallet that she began to soil with various colours. She knew what she was going to paint, or what she was trying to paint. She let her mind settle for a moment, though the feeling of Loki still coursed through her veins. She closed her eyes, picturing the meadow and its star covered sky. She looked at the canvas visualizing the soft curves and lines that would create the star meadow at night. She painted for a few hours; becoming captivated by the process. By the time she realized she was hungry for dinner she had completed her background.

After washing up and grabbing her purse she walked over to a nearby dinner. She ate a burger alone, wondering when Loki would return. As she walked back to the hotel she noticed a man in an impressive black suit observing her from across the street. She ignored him, pondering when S.H.I.E.L.D might decide to approach her. When she returned to hotel she closed the blinds, the feeling that she was being watched was not one she preferred while she slept. She walked around the room for a bit, stretching slightly. Looking at the unfinished painting she decided that she would wait to work on it again, just enjoy the rest of the evening doing nothing. She turned on the TV and watched it absent-mindedly her eyes drifting back to the canvas every now and then; imagining the layers that she would paint. Eventually her eyelids began to grow heavy. She stayed awake a little longer, her eyes now drifting to the door; waiting for it to open. Eventually she got up and changed into her pyjamas and brushed her teeth. She hesitated at the light switch, ultimately deciding to turn the main lights off and leave the bathroom light on. She gave the door one last look before closing her eyes and succumbing to her exhaustion but not before she whispered to the empty room, "Goodnight Loki… where ever you are."

When Loki returned he was weary, weary but content. He had made some very interesting discoveries; seen and heard things that had made his mind spin with thoughts, ideas, and plans. Everything would fall together quite nicely. His father and brother would soon regret not seeing him for what he was really worth. He felt the excitement of a new trick begin to settle within him. Though this was more than just a bit of fun. This would be something that the nine realms including Asgard would be unable to ignore or overshadow. He slipped into the dark room, smiling softly when he saw that Penny had left the bathroom light on. He flicked the switch and waited as his eyes became accustomed to the darkness. Soon he could make out her sleeping form. He stared at her. She was his only uncertainty; he didn't know where she belonged in his plan, or if she simply existed outside of it; waiting to be held. He sighed unhappily and prepared for bed. Memories of Penny washed over him. Kissing her was like nothing he had ever experienced before. He got into bed; looking over to her once more. He closed his eyes and tried to fall asleep.

Minutes later he rolled over. And again, a not long after. After a while he opened his eyes; disconcerted. Something was tugging at him; preventing him from sleep. He let his mind wander; wondering what could possibly be keeping him from falling asleep. And then a small thought slipped into his mind. And he frowned, dismissing the idea but it crept back to him. He looked over at Penny.

He hadn't been there to tell her to sleep well.

He looked away troubled, that couldn't possibly be it… could it? He turned to her once more, "Sleep well." Some part of him felt a little relieved. He scowled, this was a disturbing development. He watched the slow fall and rise of her chest. Or perhaps not. He felt emotion flood through him. His beautiful distraction had certainly bewitched her Spaceman.


A/N: So ya! Beautiful distraction, that's a fun little nickname. So this chapter is a little bit slower, a little calmer... but still nice I think. It's kind of the calm before the storm. Road trip is over! Ahhh... interesting prospect. This chapter actually underwent a lot of changes so the teasers don't exactly match up... I'm sorry, they weren't that exciting anyways.

I was kind of stuck for a bit. A little bit of writers block. But then I sat down. Determined and turned on the Thor Soundtrack... ya... it's on youtube... I'm listening to it right now... there is a track near the end called 'letting go' (which I'm sure you can figure out which scene it corresponds to) it makes me tear up... so does 'odin's confession' (again fairly easy to guess where it belongs... Loki yelling "Tell me!" echos in my mind) so sad. Anyways I'm pretty sure the music brought about Loki's attire in this chapter. If his characterization seemed a little off in this story (which I hope it hasn't but perhaps a little bit) I'm definitely steering him to what we saw in the film. Yeah... a little bit. Not totally...

on a side note, this story is almost over... ya... three or four more chapters.

Teaser: Hmmmm... well, Jane is certainly present, as is S.H.I.E.L.D, Penny will make some unsettling discoveries, and someone may or may not get shot with an arrow... yeah... do with that what you will.

Review responses without the ability to PM:

the rinz: First off, you're picture/icon thingy is just flat out awesome. Second off, thank-you for reviewing more is on the way and thank-you so much!

lunatica daliz: You're dead? Whaa...? I have written more... are you revived?

... I have gotten three reviews with people saying they've died... please don't die.

Once again, thank-you for all of the awesome reviews! Can't wait to hear what you're thinking about this chapter and whats to come! Also special thank-yous to dapperyklutz who suggested the heart to heart between loki and sharon, I am very pleased with how that turned out. And, once again, i've got purple nail polish who is helping me with Penny's character. You guys rock! All of you guys rock, I really take in to consideration every word that you say. which is why I'm always excited to hear what you think!