She opened her eyes to the cold tension of his metal arm protectively holding her against his torso. Feeling the strength of his firm muscles against her fingers was the first thing she did when her partial of her senses awoke.

It had made her scarred heart feel all slushy inside, but she refused herself the luxury of smiling and pushed the feelings back down where she kept everything locked away in a encrypted vault. Good and tight. When she dared a chance to look into his pale blue eyes-the colors of ice and steel, her posture became unbalanced.

The world titled and then spun as his intimating exterior melted with a cocky gleam in his obscured gaze. She lifted her hand to his face, tracing her index finger over the arched shape of his lips while he stood frozen against her slender frame, staring down at her with lost eyes.

"I have to admit, this wasn't something I had expected to happen to me," she finally said, after a long, long time of staring. "We hardly know each other, and yet when we kiss..." She paused in mid-sentence, feeling her cheeks flush was heat. It was embarrassing. Her heart seemed to skip a couple of beats, and eyes water against the humility in the stale air."It's like we've been doing it for a really long time...I know it sounds corny and you don't have to say anything because it doesn't make sense. You're a guy with serious memory loss and a cool bionic arm and I'm just a computer hacker who works for a billionaire with a whole lot of family and anger issues."

There was a shift in Jame's icy blue eyes. He blinked and recalculated his thoughts, narrowing his stare to the spell book. He figured it was a book connected with the forbidding arts of magic. He remembered observing recovered artifacts in the grand halls of Castle Zemo. Undaunted, he shoved the book aside from Felicity with a quick push of his boot. "I don't care about your past, Felicity." he said, honesty tore from his lips. He was careful with his words. "We both have messed up lives, but we are fighters to the end."

Doubt flooded her thoughts. She'd promised herself not to become involved with relationships. The game of love was a distraction. A dangerous and twisted distraction. She closed her eyes, staring back at the visage of her former Gothic and rebellious self-jet black hair streaked with purple and dark lips. The bad girl who compromised secured databases and created wide spread viruses. She could never wipe her hands clean from the sins she created, her past always found a way to obstruct her from having a normal life. For once do something bold and daring...Live...Laugh...Play hard.

Finally her guarded heart agreed to his words. The decision was clear. She removed her glasses, stuffing them into the pocket of her jacket. Leaning in closer, she flicked her blue eyes, staring into his darkened gaze of crystal azure.

"I just want you to think me, as not an item." She confessed in a low, smoky murmur. "I want you to see me as woman. Flesh and bone who can feel ...Who cries over burnt popcorn and rescue animal shows." She nuzzled against the broad muscle of his chest. The pulsing heat was melting the chills out of her; the intense thumping sounds of his heart made a smile creep across her face without the permission of protective and loving feelings Jame's metal and flesh arms enveloping over her. "That's the real me...James."

James withdrew from their precious embrace, his gloved hands settled on her curves and his blue eyes locked with her seawater orbs he become so familiar staring into. His eyelids drooped, but she drank into lazy, infectious smile the spread over his scruffy face. He looked like he almost free again. Human. She caressed her fingers over his jaw, catching loose strands of mussed brown hair and watched the darkness bathe over his ivory skin. Nothing could ever compare to her soothing touch. She every knot of pain away, and made him feel restored. He took a deep breath, and traced his thumb along the curve of her jaw.

Felicity blushed, trying to hold a stern composure. "Stop giving me the silent treatment. You've been doing that a lot. Since we left the hotel."

"Sorry, it's been a long time since I've talked to someone without knowing what to say..." James said with apologetic tone. His voice had been scraped raw with tinge of fierceness ragging up his throat, like he tried to convince himself, his mind that HYDRA's watchdogs weren't patrolling the shadows, waiting to claim him and throw him back into stasis chamber. He looked over her shoulder, eyes still hooded with wariness, like he sensed them falling into danger, but he to pretend that she was safe from harm. Swallowing down a lump of resentment, he snapped his eyes back to her, "I'm use to this, Felicity." he admitted, biting down his lip-his natural habit when tension solidified in the air. "The life I came from before I met you...It wasn't something worth living. I've done terrible and hurtful things to good people...I still have nightmares."

"Everyone has nightmares," she replied with a brush of ease in her voice. "I think we shouldn't get into details...Not until we officially go out on a real date. I know we've kissed a few times, but we have to take things slow. It's how strong relationships are structured." She sighed, blocking out the musty smell thickening in the air. "Let's deliver this book and go back to the hotel...Take a few showers...Order takeout?"

At first James furrowed his eyebrows, and he gave her a charming grin, "Sounds like a plan." He said, his voice low and thick as his heart fluttered in his chest. Her eyes widened at the measure of fondness in his tone as his pale blue eyes fell on her lips. "I'm paying for the food." he insisted, very gentlemen like, resent scripted across his chiseled features. "I carry Russian ruble with me in case I have to extract myself before being compromised."

"Compromised?" Felicity repeated. Her eyes creased with concern. "Is someone after you? I think I should know the truth before we-"

James heavy and deaden blue eye fell to the ground, unable to look at her. He couldn't let Felicity know about his past, assassinations, tortures in the Red Room-the mindless inducement of mind alerting serums and enhancements. Mostly importantly, that he was the deadliest Soviet sniper and assassin-the Winter Soldier. He couldn't drag her into the dark world of HYDRA's reign.

He shut his weight eyes, and drew out a couple of strained breaths. "There is nothing for you to be worried about Felicity. I will never allow anything to happen to you..." Pressing his lips into a firm line, he placed his silver hand firmly on her shoulder, squeezing the muscle gently; opening his feverish eyes and then he looked severely into her grayish-blue pools of armed hope, but he was still agonized by unrequited feelings. He spoke carefully, trying wear sincere visage to her. "You're my mission."

When he finished, Felicity didn't know what to say, her eyes grew a tint brighter. She fell into a trance of a submission, ensnared by the specks of light shining over his clear blue irises, she was sinking into the unleveled ground. A small smile tugged at the corner of her lips, she pivoted her heels, turning her back on him for a second-recollecting her thoughts and choices. She never felt so natural and free with a man before-he was changing her impermanent world.

Exhaustion had left her locked in soul, as she liberated herself from the pain, grief and burdens of guilt-her unbidden weaknesses. Taking a deep, deep breath, she rotated around beckoning him to move closer-to invade her space with permission gleaming in her beautiful eyes. "That's the first I've ever heard a man call a woman...It's sort of has more powerful meaning." She replied, locking her light eyes to his pale azure embers mirroring her stare under tresses of disheveled long hair that draped over his chiseled and well-sculpted face.

"Sorry, it's a habit," he said thumping his combat boots to close the distance between them, "You want me to say something else..." His tone was deep and throaty; his blue eyes slowly drank up the delicious sight of pale creamy flesh beneath the layers of her jacket, waiting for his touch. "..Maybe I can call you my best girl...?' She shot him an inscrutable glare. He felt his lips twitch into a shadowy grin.

"Okay, I guess that isn't the best choice...I'm not very good with this...I remember I used to be a smooth talker with dames, but now," He forced out a frustrated sigh, his steps seemed wobbly as he reached to grasp her arm. She grabbed him metal plated arm abruptly; pulling him against her lithe frame. She smiled as she pressed into his ample torso. "Am I losing the game?"

"I'm not keeping score," she said, twisting his body, and suddenly had him pinned against the wall. He was so close he could feel her warm breath across her lips. She looked into his blue eyes, boring deeply into her s with an unquenchable fire. His flesh and blood hand slowly ghosted across he exposed area of flawless and slick ivory of her stomach before it began its journey up towards her breast with slow teasing touches.

"Neither am I..." With that, his lips crashed against hers in a hot and wet embrace.

It was going to get very dangerous...Very, very fast.

With a spark of ignition, Felicity coiled her arms around his broad shoulders in a falter of a heartbeat, blood churned with gushes of liquid heat that impassioned her to grind her hips against his slender and compacted waist.

The wet heat and soft of his full lips drove her mouth into a relentless assault as she devoured him. She felt the marginal relief peeling off her ivory flesh, muscles eased as his metal hand stroked down the ridges of her back, and she sighed against his slightly swollen lips, before shed plunged her tongue deep as she pulled the taste of him back into her throat. His panting whispered against the walls as she hoisted her leg up, digging the heel into the wall, and then lift her other leg until she was straddled over his waist, and planted kisses along the side of his pulsing neck, her fingers threaded through his long, leaden tresses of hair. "You are..." she breathed, tasting the water of his skin coat over her lips. "Hot."

James groaned once he felt one of her free hands dig into his long dark locks and run against his scalp while the other held onto his shoulder to keep her at level with him. Felicity's lips were sweeter and more addicting than any candy he could think of indulging himself with. The more he tasted her, the more he wanted her fully and completely. His metal hand worked its way down her curvaceous back until it palmed her shapely bottom then, he growled, fierce and soul-flinching, hoisted her up off the ground so that her long slender legs wrapped tightly around his waist; bringing them so intensely close to one another they could feel each others backside.

Panting out heavy coattails of breath, James's lips once more claimed hers in a savory interlock that left their tongues dancing and warring for dominance. He moaned softly as he felt her lips take tip of his tongue into her mouth and suck on it. He responded in kind by taking her full plump bottom lip between his own and sucking on it; delighting in the rich throaty moan that came from the back of her throat.

"You should talk."He responded to her compliment. "Too hot, I need to get you out of this damn hellhole." He felt her lips brush up against his pulse point.

"You said I'm you're mission...Well, you're my distraction. Very hot and sweaty distraction." Felicity implored, pulling away from him, but her lips brushed over his mouth, just enough to leave a chaste kiss. Her nose crinkled at the wafting stench erupting from his pores. He was slacken with sweat, grime and metal. "I am so going to get in trouble...I'm supposed to focus on the mission...Wait, now I'm saying mission..."

James felt a small smile build on the edge of his bruised lips when he listened to her humorous rant, "Sometimes there can be necessary distractions during missions. The main thing is you got the book in the sewers."

She nodded and linked her arm over the span of his shoulders, "Let's get out of here before the rats decide to put us on the dinner menu.."

"You know, I almost forgot how fun life can be..." James remarked with a nostalgic smile, still holding her in his arms.

Felicity stroked her thumb over his warm bottom lip, wiping off the strain of her lipstick while she stared into his vibrant blue embers. She sighed contently, "Yeah..." That was all she could muster up, still feeling intoxicated by the kiss. She stiffened her breasts against his firm chest. "Stick with me, an I'll show the ropes...You need a new identity-passports and wardrobe-unless you like the modern day wolf man look?" she teased, with a little snort. "You need a last name...Snow...Winter...Frost?"

"I'll let you decide," he whispered lightly, and soft against her lips.

Felicity took a moment, and then kissed him, hard and breathless, before pulling away and stared transfixed into the darkness of his glassy blue eyes. "James Black.."

"James Black," he replied, with a grateful cadence on his husky voice, a smirk played across his lips "It's something I can live with, easy to remember..."

"Okay," she nodded mildly giggled, and mirrored his smile. "When we get back to the hotel, I'll work my magic on my laptop and create your new indently-Do you want your status to be single?"

"I think I'm unavailable now, since I've got this amazing computer hacker in my life," James smirked mischievously, and interlocked his metal digits with her dainty fingers. "Unless you want me to be single?"

Felicity shook her head wordlessly, curled his fingers against her palm. She squeezed his hand, not caring if she broke her fingers against the hard metal. "No...You're unavailable...James Winter," she said with a possessive growl, that almost sent shivers down his spine.

James cupped her cheek with his flesh hand, tilting her head up, and overpowered her lips with another kiss, "Hell yeah, Miss Smoak."

Felicity smiled against his lips, the smile extended into a grin. Even with her heart fluttering in chest and doubt searing into her bones, she couldn't stop but feel alive...For once in her life time, she felt loved.