Andrea jumped out of the blue box as the Doctor followed. He locked up the TARDIS and tossed her the key. She easily caught, but eyes him carefully.

"All my companions get a key. Even you, Andrea. And I don't give that key to anyone," the Doctor reminded with a smile.

"Won't you need to get back in?" She replied, pocketing the key. The Doctor smiled and laughed.

"I do have a key. That is a spare for my travelers. Are you sure it'll be okay? Even with Tony?" He mentioned as they walked back down the hall. Andrea rolled her eyes.

"Of course. Why would he care? It's not like we're going out or anything," she smiled, her heart breaking at the mention of it. The Doctor sighed and shook his head. Love really was blind. "Anyway, what next?"

"You should go see Nick," he answered right away. She gaped at him, utterly shocked.

"I don't think that's a good idea. We need to let him calm down for an hour or two," she snapped back, afraid of the idea.

"Won't he be worried? He seemed pretty mad earlier," the Doctor argued, stopping in the hallway. Andrea sighed and hung her head.

"He's just so scary when he gets like that. But I am curious to why he acted that way. Fine, I'll go, but you're coming with me," she decided, her eyes glinted. The Doctor smiled and nodded, thinking that her mischief was contagious.

Andrea led him through the maze of a base, passing Bruce's laboratory, where Tony also was. She smiled and waved as they passed. He smiled back until she turned back around. He gave a warning look to the Doctor, making the Doctor shiver. Soon, they arrived at Nick's office and stopped in front of the door. Andrea took a deep breath and gave a hopeful look to the Doctor before she pushed open the doors. Nick was standing by the window, hardly noticing that they had entered. They walked into the middle if the room as he turned to see them. He sat in his chair behind his desk, gesturing for both Andrea and the Doctor to sit down.

"Where have you been? I've been searching the entire base for you. Willow told me that you were with the Doctor, but you weren't with him. How do you explain this?" He explained, staring at Andrea. She shifted uncomfortably in her chair.

"Around. I like to go up into the rafters and watch the soldiers run around. You know I do," she explained, avoiding his gaze. He sighed and held the bridge of his nose.

"Andrea. Do you realize how worried I've been? After I told Steve and Natasha to go retrieve Loki, you dropped off the earth. I thought you went with them for a while,"he admitted, trying to trick her. However, his thoughts were a little too loud.

"Why would I do that? It wasn't like a ground mission. It's just a lot of flying around, which isn't super fun," she answered, rolling her eyes. He nodded and sighed.

"I saw Tony's here. Have you said 'hi' yet?"

"Tony's here? Since when?" She squealed, pretending to be excitedly surprised. Nick exhaled, wondering why he even brought it up.

"Yes, he is. He dropped by on the mission and helped Captain being down Loki. Oh, and I would advise you stay away from Loki," Nick warned as she eyes him mischievously.

"Little late for that, Dad. I've already talked to him," Andrea informed, startling Nick.

"What?"

"I got curious. Besides, he's in a glass box inside a death trap. He couldn't hurt me. I think I damaged his mind more than he could mine," she winked, making Nick laugh.

"That's my girl. Did you break his spirit?"

"A little, but not significantly. I think he's still going to be a problem for a while. I gave him a lot to think about, though. That's something," Andrea smiled as Nick chuckled.

"Good. Good," he replied as a beeping sounded. He shooed them away as he answered his ear piece. "What's going on? What the hell happened? No, no, I'll be right there."

"What's going on?" The Doctor asked, standing up from his chair. Nick shook his head and sighed.

"Problems. That's what. All hell's breaking loose!" Nick shouted as he left the room. Andrea looked at the Doctor and panicked.

"What are we going to do?" She whispered.

"Investigate. What else?" He replied, following the director out of the office. Andrea laughed and ran after him. "But did you really mean about what you did back there? About damaging his mind?"

"Of course not. It was a way for me not to get into too much trouble. Do you really think that I could do seriously do that, even if I wanted to?" Andrea answered, raising an eyebrow. The Doctor nodded and continued to run through the halls. They followed Nick through the corridors and ended up at the laboratory. Tony smiled and waved toward her. She waved back timidly, making the Doctor roll his eyes. Nick groaned, thinking that Andrea needed to be restrained. Thor came in after them as Nick turned his attention to Tony.

"What are you up to?" the director asked as Tony walked over to a screen.

"What are you up to, Fury? 'Cause I would really like to know," Tony replied as Steve came in, dropping a Hydra weapon onto the table. Nick's eye widened, shocked to see it.

"We needed to catalog-" he began as Tony flipped the screen around.

"I'm sorry. What were you lying about?" Tony retorted, showing the room the pictures of Weapons of Mass Destruction. Nick was rendered speechless as Andrea clapped her hand to her mouth.

"What is S.H.I.E.L.D. doing making weapons of mass destruction?" Bruce added, taking off his glasses. The Doctor took a closer look at the screen.

"It's because of him," Nick confessed, pointing at Thor.

"Me?" The god replied, stunned.

"Your technology destroyed a New Mexico town a few months ago. It should us the we heavily-hilariously-outgunned," Nick explained as he received dirty looks from everyone in the room. The Doctor gave Andrea a sad look and she shook her head. She had no part in this, nor did she even know about it. They continued to bicker and fight as Andrea dragged the Doctor outside the room.

"Aargh, they can be so annoying. Why do they have to fight?" She grumbled as she paced the hallway down from the laboratory.

"Don't you want to know why your father built those hideous things?" The Doctor reminded, leaning against the wall. Andrea shook her head sighed.

"I already know. Telepathic, remember? Anyway, he thinks he's doing good, when he can't imagine the damage it will cause," she admitted, embarrassed of her father. The Doctor nodded, understanding. "Anyway, something's bad going to happen in there. I can feel the tension building, and isn't going to be pretty."

"I see," he replied as the ship shook. Andrea flew forward into the wall, knocking her head. The Doctor tried to catch her, but ended it up on the floor next to her. "Andrea? Andrea! Are you alright? Speak to me!"

"I...I'm alright," she managed, giving a faint smile. The Doctor picked her up and ran back to the TARDIS, not knowing what else to do. At least she would be safe there if anything were to happen, since the ship seemed to be breaking apart. He laid her on the bench next to the console before running back out to see what had happened.

Once he made it back to the laboratory, he found that it was empty and the glass was broken. He walked in the eery room as he heard a monstrous roar from below him. The Doctor took a deep breath, remembering the records again. Banner had transformed, and the Doctor pitied the soul that was within a mile radius of the beast. However, he could feel that something was wrong and ran to the main deck to find Nick.

The director ordered his troops around, as all generals did, hardly noticing that the Doctor had entered the bridge. He stood by the wall and watched as he overheard that one of the engines had been taken out. In his head, he started to panic. The engines had been taken out? That would explain the jerk, but what caused it? Just as the Doctor was about to ask Nick his sudden questions, a woman brushed past him, surprising him. He turned back to Nick, hardly noticing the lady.

"Grenade!" the woman shouted, knocking the Doctor to the ground beneath Nick's balcony. The Doctor gasped as the door exploded behind him. The woman got back up and drew her weapon. He groaned, hating the sight of the gun, as Nick jumped down next to them. Invaders tried to reach the deck, but ended up participating in a modernized shoot out.

"Where is Andrea?" Nick hissed, ducking from the bullets. The Doctor sat against the wall, shielded from the open fire.

"Safe in my TARDIS. She hit her head hard on the wall when the engine gave out, so I carried her there. Under any other circumstances, I would've taken her straight to you or a medical doctor. However, knowing that nothing other than a violent attack would cause that kind of turbulence, I thought it would be best that she was placed there. The TARDIS will look after her, I promise. I think we're in more danger here, honestly," the Doctor informed as Nick ducked and peeked over the ledge over and over again. The director sighed and looked at the time lord.

"She better be, for your sake. The TARDIS is your vessel, correct?" Nick inquired, making sure that he didn't send her to some far off planet or another time. The Doctor nodded once as another round of bullets rained around them.

"That's the safest place in the universe. Only those with a key can get in, and I don't usually hand that key out to anyone," the Doctor reassured, remembering that the Ponds were the only ones that had a key. River was the only one alive that could still have one, but she was worlds, and possibly decades, away. Nick grumbled something inaudible as he shot at the intruders again. "Do we really have to shoot at them, though?"

"Yes. Do you want them to come in and kill us all. It's probably Loki's doing," Nick hissed, reloading his handgun.

"He is clever, isn't he? I wouldn't be surprised if he was behind it, but shouldn't we, I don't know, be even cleverer? We could outwit these soldiers with a snap of the fingers," the Doctor offered as the bullets ricocheted around the room. Nick rolled his eye and stared at him.

"I'm sure we could. However, we aren't really in a position to support that idea. Now, if you want to live, keep your mouth shut and stay put. I don't want to see your brains get shot out," Nick commanded, growing more irritated with the Doctor. The Doctor nodded and sighed, bringing his knees to his chin, as he thought of all the innocent lives being taken. Sure, they were at war, but it still hardly seemed fair. Most of the time, he wasn't even sure if the soldiers or intruders knew what they were fighting for.