Author's note: Okay, this chapter went through allot of revisions before I decided on what I finally wrote. It gave me allot of fits I'm afraid. As such I don't consider it my best work by any means, but hopefully readers will still be able to enjoy it. Also, this chapter is sort of meant as a lead in to the upcoming 'Captain America: The Winter Soldier' film coming to theaters April 4, 2014.

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Location: S.H.I.E.L.D. helicarrier. Exact location unknown.

In a cordoned off room Director Fury was in the midst of a very heated discussion with former war hero and avenger Steve Rogers a.k.a. Captain America.

"You've gotta be kidding me!" Steve shouted angrily.

"Captain I know how you feel but-"

"Do you? You lied to me! You lied to all of us!"

"And if I hadn't then what? What would have happened to New York then? If Loki and the Chitauri wouldn't have destroyed it then the nuke the council launched surely would have! You needed the push!"

"Is this what S.H.I.E.L.D. is about? Lies and deceit?"

"We do what we have to do to keep the world safe, that's what we're about!"

"By any means necessary?"

"Yes, sometimes…unfortunately."

Steve turned away thoroughly disgusted as he took a moment to cool down. Having just joined S.H.I.E.L.D. as a full fledged member the knowledge that Phillip Coulson was still alive had just been made known to him as Fury didn't want anyone outside the organization knowing that he was. As such, he, Romanov and Barton knew, but fellow Avenger teammates, Stark, Banner and Thor did not.

"Does this mean you're going to change your mind? Revoke your recent S.H.I.E.L.D. membership? Fury asked.

"I…I don't know. I'll need to think about it."

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Location: New York

Agent Coulson and Carrie had only been driving for a few minutes after leaving Xavier's school when she realized that they were not heading back the way that they came.

"Where are we going?" She asked.

"I'm going to pay a friend a visit in New York city. You don't mind do you? I figured you would like to get out for a change and away from the stuffy facility for a while."

"I like the sound of that."

"Good, and since I don't have to be there at any specific time, how would you feel about getting some of that pizza I promised a while back?"

"That sounds even better." Carrie agreed with a smile as the car sped along.

In no time at all Carrie and Coulson found themselves at a pizza place called Lombardi's in Soho. It was the oldest pizzeria in New York. It was the city's first official pizzeria and had been standing since eighteen ninety-seven. A pizza the likes of which Carrie had never seen before was brought out to their table soon enough as she inhaled deeply taking in the unique aroma. They dug in shortly after, and Carrie loved every bite.

After they were finished Carrie decided to head to the ladies room to freshen up when she accidentally bumped into an older woman coming out. When they collided the woman in question dropped her purse as a very apologetic Carrie quickly knelt down as she set about helping the woman gather the spilled contents.

"I'm so sorry, I should've been watching where I was going." Carrie spoke.

"Oh it's alright, think nothing of it honey." The older woman replied with a smile.

Just then a young man who looked to only be a couple of years older than Carrie walked up to them.

"Aunt May, is everything okay?" he asked.

"Oh perfectly fine Peter, just a slight mishap is all." May said as her and Carrie finally stood back up.

"Cool, well, I already paid the check, so we can leave now if you're ready?" Peter asked.

"That's fine sweetie." May said as she waved to Carrie politely and then departed with her nephew.

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Hours later.

St. Luke's VA hospital, New York, New York

"How are you feeling today Miss Carter?" Coulson asked as he sat by the bedside of the once famous and former S.H.I.E.L.D agent.

"As well as can be expected I suppose, but whoever coined this part of someone's life 'the golden years' needs to be bloody shot if I do say so myself." She joked, " And just how many times do I need to remind you to call me Peggy?"

"Apologies ma'am, old habits die hard I suppose."

"So how is Steve? Have you seen him recently?"

"Not since before the battle of New York. But now that he's a full fledged member of S.H.I.E.L.D. I expect that to change. In any case I can assure you he is well. The super soldier serum running through his veins guarantees that."

"I thought that maybe, just maybe I would hear from him after S.H.I.E.L.D. found him and thawed him out."

"I'm sure he thought about it, but perhaps he was afraid to."

"He's Captain America, Phil, he isn't afraid of anything, I bore witness to that first hand…even before he was imbued with Erskin's formula."

"I think a part of him is still that shy young man from Brooklyn, I remember watching old newsreels."

"You have no idea. He'd fearlessly throw himself upon a live grenade for his fellow man, but stick him in a room alone with a woman for more than five minutes and he'd be climbing the walls." Peggy explained as they both shared a hearty laugh.

"Perhaps it's better this way. Perhaps I'm the one who is truly afraid, afraid of how he would react to see me as I am now. Sometimes…sometimes life just isn't fair." She spoke with a slight quiver to her voice as she reached up and wiped a solitary tear from her cheek, "Maybe, just maybe, if Stark had searched just a little bit longer, a little farther…" She trailed off.

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Outside in the waiting room, Carrie stared out at the sprawling metropolis, which she found infinitely more interesting than any of the magazines on a table nearby. The city's skyline was certainly something to behold. Seeing pictures of it was one thing, but actually being here and seeing it in person was something else entirely.

But just then something in the distance caught her eye. It looked like a helicopter, only flying ridiculously low as it weaved in and out between various buildings.

"What in the world?" She thought to herself as they got closer.

Once they did, she could see that they were actually chasing something, or more to the point someone. As she looked closer she could see someone seemingly swinging through the air in a red and blue unitard on some kind of line. Just then the copter in question veered dangerously close to the hospital…that was when Carrie saw the guns as her eyes went wide.

Outside, Spiderman proceeded to dodge the gunfire as he swung this way and that. It would normally be a simple matter to web up the propeller and bring his assailants down, but he couldn't do so here in such a heavily populated area. So for now he had to be content with evading them until he could come up with another solution. He suddenly did a quick spinning flip in midair firing off a web strand that entangled one of the shooters as he fired off another web line a split second later and continued swinging, but another gunman took his place. It was then that he looked up and saw the hospital strait ahead.

"Oh no!" He thought.

In his moment of distraction, Peter didn't see one of the gunmen pulling out a grenade launcher.

Back in Peggy's room.

"Would you like me you get you something, a coffee maybe?" Coulson asked her.

"That would be fine my boy." She told him as he proceeded to walk out.

It was then that the wall of Peggy's room literally exploded as a result of a stray grenade meant for an entirely different target.

As panic ensued doctors rushed in to tend to Peggy, who had sustained severe injuries from the blast.

Just then Carrie ran up to Coulson.

"What happened?" She asked.

"Some kind of attack, you better get to cover."

"Wouldn't be the same guys I just saw outside would it?"

"What?"

"I just saw some guys with guns in a helicopter chasing this other guy swinging through the air in a red and blue suit through the city." She told him.

Coulson quickly got on his earpiece to relay the situation to HQ as Carrie looked past him to what was happening in Peggy's room.

"We've got major blood loss here!" One doctor shouted.

"Get me a suture, someone get me a suture!" another cried out.

As both Coulson and Carrie looked on in horror the room became a jumbled mess of caterwauling shouts.

"Full suction!"

"Clamp, we need a clamp!"

"We have severe hemorrhaging in the descending aorta!"

"Apply pressure!"

"It's no good we're losing her!"

Then suddenly, for no apparent reason, the bleeding just…stopped.

The doctors looked closely at the gaping wound in her body and at how the blood almost seemed to be fixed in place, as if being held where it was by an invisible force. One of the doctors with his surgical gloves reached down and ever so gently touched the blood only to watch tiny ripples go through it where he poked it. There was no logical explantion for what was happening here.

It was then that everyone including Coulson looked in Carrie's direction, her gaze was intensely fixed on Peggy, it was than that Coulson realized what she was doing.

"Is…is that her doing that?" One of the doctors asked.

"Fix her." Carrie said urgently as she continued concentrating, "I can't keep this up forever."

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When Steve had gotten word of what had happened to Peggy, he made a beeline for the hospital in short order.

When he got there he learned that she was unconscious but otherwise fine. With Carrie's help the doctors had managed to save her. Currently he and Director Fury stood at her bedside.

"What's her name?" Cap asked.

"Who?"

"The girl that saved her."

"Carrie White."

"She one of yours?"

"Actually she's Coulson's pet project."

"What is she?"

"We're not sure yet to be honest."

"What does that mean?"

"It means there's no natural explanation for what she can do that we've been able to discern as of yet. She's not a mutant, not enhanced by biotech or genetic engineering or anything else that we know of."

"Well, whatever the case I'm glad she was here today."

"Yeah…today." Fury said under his breath with some worry.

"What?"

"Nothing."

"You know I spend so much time complaining about some of S.H.I.E.L.D.'s practices that tend to forget that you've got some damn fine people working for you. Agents like Romanov, Barton and definitely Coulson. Along with special people like her."

"I hope that includes me too Captain?"

"You know it does sir."

"Thank you Cap, coming from you that is a true compliment. So does that mean you've reconsidered your stance on S.H.I.E.L.D.?"

"Yeah, I have." He answered as he reached over and shook Fury's hand.

"That's good to know. We're stronger with you than without you."

A few moments of silence passed before Fury spoke again.

"Did you want me to tell her you were here?"

"No…she's been through enough for one day."

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Outside in the hospital parking garage Coulson and Carrie had just pulled back in after making a trip to a local florist to pick up a bouquet for Peggy's room. But when they pulled in they ended up having an unexpected visitor.

"Hello there!" Spidey suddenly said as he lowered down from a webline directly above them as Carrie jumped slightly, "Oh, sorry. Didn't mean to scare you, Coulson is used to my routine by now." He went on as he flipped and landed on his feet next to the car, "Just wanted to drop by to apologize for what happened at the hospital today. I should have been more careful."

"Yes, you should have, but Miss Carter is fine now in any case." Coulson told him, "I trust you took care of the assassins?"

"Yeah, I managed to down the chopper into an abandoned warehouse a few blocks over afterward."

"I'm guessing that had something to do with that drug ring you busted last week near Chelsea?"

"Uh, yeah."

"You knew that was another one of the Kingpin's operations right? Keep going like this and you'll pass up Daredevil as number one on his must kill list."

"What can I say, I make friends wherever I go." Peter joked sarcastically, "And speaking of friends, is this her? The girl that saved Agent Carter?" He asked turning his attention to Carrie in the passenger seat.

"Yep, Spiderman, meet Carrie White, Carrie, Spiderman." Coulson said as they shook hands.

"Hey wait a minute, I saw her today at the pizzeria, small world." Peter realized, suddenly more glad than ever that at times like this he chose to wore a mask as Spiderman.

"That was pretty awesome what you did, thanks for helping clean up my mess. Hey is it really true that you punched Ghost Rider into another time zone?" He asked as she blushed slightly while humbly nodding.

"That is so awesome, I wish I could have been there to see that."

"That actually wasn't one of my better days. S.H.I.E.L.D. was pretty mad at me." She confessed.

"Ah, big deal, I piss em off at least once a week. Ain't that right Phil?"

"Don't call me Phil."

"So Tony's right your first name is Agent then?" Peter joked as Carrie giggled while Coulson shook his head, "All wisecracks aside, you did something amazing today." Spidey said turning his attention back to Carrie.

"Just trying to use my power to do the right thing, even if I don't understand where it comes from, or for that matter what I am."

"You know, someone very close to me once said that with great power comes great responsibility. And it looks to me that you understand that just fine." He said as started to turn and shoot a webline, "Oh, and another thing, you said you didn't know what you were, well I know…you're a hero." He said as he took a running leap out of the parking garage and fired off a webline, "Later Carrie, see ya Phil!" He shouted as he swung away.

"How did he know all of that stuff? He wasn't even there."

"When someone like you starts making waves word tends to spread fast, especially among the superhero community."

"And why does everyone keep calling me hero?" She asked.

"Oh, I don't know. Maybe it has something to do with you stopping bad guys and saving people. Call me crazy." Coulson said jovially as Carrie shot him a look.

With that they got out of the car and headed inside.

Cap was busy seeing the Director off and wasn't in Peggy's room when Coulson and Carrie got there. She volunteered to stay with her while Phil tried to track down Steve.

The WWII hero was walking back in through the main entrance as Coulson turned a corner. Once they made eye contact they slowly walked up to each other.

"Hi." He said rather nonchalantly with a smile.

"Hi." Coulson mimicked him.

"You look remarkably good for a dead man."

"Thanks, people said the same thing about you when you were first thawed out you know."

The two shared a laugh as they proceeded to walk along together.

"So, S.H.I.E.L.D. regulations huh?" Cap questioned.

"Yeah, sorry about that. But orders are orders."

"Still would've been nice to know you weren't dead though."

"Not going to argue that point."

"In any case it's good to see you again."

"Likewise."

"I heard about what Fury did to your vintage card set. A real shame."

"Well, it was a small price to pay to get you guys together to save the world."

"Yeah I guess so."

"Nothing that finally getting you to sign them wouldn't fix of course." Coulson prodded him as they both laughed.

"So what can you tell me about the new girl."

"Carrie?"

"Yep."

"That she's…a work in progress."

"You seem to have a great deal of faith in her."

"I do."

"Interesting considering her past."

"How much do you know?"

"I know the basics, her life, the school, her supposed death. But I was hoping that you could shed some further light on things." Cap said.

Coulson proceeded to lay it out for him as they headed back to Peggy's room.

When they got there Carrie looked up realizing that Coulson hadn't come back alone.

"I'll give you a moment." Coulson said as he stepped out.

Rogers then nodded and turned his attention to Carrie.

"May I sit?" He asked politely, to which she silently nodded.

"I just wanted to thank you in person for saving Peggy."

"Do you know her?"

"Yeah…I do. And I know you too, or about you anyway." He said as Carrie's expression suddenly changed.

Steve could see the worry in her eyes.

"It's okay, I'm not here to judge you."

"You know about what I did?"

"Coulson told me, but for what it's worth I understand."

"You do, how?"

"You're not the only one who doesn't like bullies."

"Were you bullied when you were young?"

"Not so much bullied, but when I saw someone else being bullied I felt a need to step up. Course weighing about ninety pounds soaking wet didn't do my attempts at chivalry any favors." He grinned.

"What?"

"I didn't always look like this."

"Wow, I couldn't even begin to imagine."

"You and me both, it seems like another person's life now that I look back on it, but I try to remain humble and remember where it was I came from and who I used to be."

Carrie paused for a moment to think on Steve's last sentence, it would be something that she would take to heart.

"So I hear that you've already met other Avenger team members?"

"Yeah."

"I also heard that you took on a monster from Thor's realm."

"Yeah, but it nearly killed me. Thor had to save me in the end."

"But then you turned around and saved him from what I hear."

"Well, we…both helped each other." She said as modestly as she could with a face full of red.

"So is it true that Coulson has you going through a training regimen?"

"Yeah."

"If you don't mind, I would like to train with you later if that's alright, maybe show you a few things that even the S.H.I.E.L.D. instructors don't know. I'd like to get to know the person better who saved Peggy's life, if that's okay with you of course?"

"Sure." Carrie said with great enthusiasm.

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Sometime later, back at the facility, Carrie finally had her special training session with Steve. They stood facing each other silently on a training mat in the gym. When suddenly Steve bolted towards her grabbing her shoulders. Carrie reacted by hooking her left leg behind his right while pushing against him causing him to fall.

"Excellent." He said, "Now for the next technique I showed you." He went on as he got back up.

He charged in again, this time trying to grab her throat. She responded by poking him in the eyes and then following it up with an elbow strike to the temple.

"Good."

"Will that one really work? I'm not very strong."

"You don't have to be, the elbow is the second toughest bone in the human body. Martial artists who train themselves properly are capable of using their elbows to break boards, bricks, concrete and more. It is more than capable of doing damage to the human head. Also, no one can absorb a strait shot to the temple, that's an instant knockout point, understand?"

Carrie simply nodded.

"Alright , now I have a new one to show you, place your thumb right here." Steve instructed her as he pointed at his own neck.

"Like this?" She asked.

"Yes, but move it ever so slightly." He told her.

Eventually Carrie had the thumb of her right hand planted into his neck just above the center of his sternum.

"Jabbing your thumb into this spot will take the wind out of even the largest and strongest opponent. It's a very sensitive area, only a thin piece of skin between you and the trachea, even just grabbing this spot can debilitate an attacker." He explained.

"Wow."

"Now, I'm going to show you some defense techniques for if someone grabs you from behind." He continued.

"Okay."

Meanwhile, while Carrie and Steve were training, Coulson was meeting up with his team.

"Talk to me." He said.

"I'm afraid we don't have anything to say." Simmons told him.

"Not the answer I want to hear."

"We've ran every kind of test that S.H.I.E.L.D. has at its disposal. But whatever it is that Professor Xavier said he found, it's buried deep within her." Fitz added.

"Deeper than we're capable of reaching." Simmons chimed in.

"So we have no idea what we're dealing with?"

"For the time being, I'm afraid not." Fitz answered.

"Great." Coulson said in a flustered manner, "Keep probing, I want an answer found asap." He ordered.

He couldn't stop thinking about the professor's haunting and cryptic warning. What did it mean? What was it that he found and what did it bode for the future?

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For those who may be wondering, the Spiderman in my story is the Andrew Garfield one from 'The Amazing Spiderman'. I know most people like the Tobey Maguire one more, but I personally just liked the new film better.