Summary: AU Civil War - Marvel Comics storyline.

Relationships are strained to breaking point when a new law is passed.

Warning: If you've never read the Marvel comics series...prepare for major spoilers. Comic references, including death.

::: ::: :::

Part One: Superhuman Registration Act

"What do you think this Act represents, Tony? You can't be that naive that you don't see it. Where's the guy with all the questions, always pushing boundaries. I'm seeing it clearly now, when the big guns come out, you're the first to get in line. You never gave up making weapons, Stark, you just wanted to be the only one with the power of control."

"The Superhuman Registration Act is about accountability. It stops Joe Average with his low-IQ and out of control powers from donning a mask and trying to stop a bank robbery only to get dozens people killed in the process. It stops the Avengers from being painted as the villains because we only answer when S.H.I.E.L.D calls us in. Can you imagine the kind of fallout we would have had over New York if we'd just been rogue agents fighting in the street? Sure we stopped an alien invasion and we saved lives but how many died? Hundreds and hundreds more were injured. If S.H.I.E.L.D hadn't made the call, all those deaths, all that loss would have been 100% on us."

"No," Steve said his voice rising. "It was all on Loki. He started a war and we were the only ones who stood a chance at stopping it."

"And it was S.H.I.E.L.D making weapons with the Tesseract that drew their attention in the first place."

"So you'll hide behind their skirt and cower, wait for orders and a pat on the back while HYDRA and organisations like A.I.M, Roxxon and Oscorp turn the world to ashes? Nothing good ever came from forcing people to compromise their identity. They're calling us out in the name of safety for all. But what's next? A metahuman genome (Steve's politically correct way of saying mutant) registration, a religious registration? We put it out there, you can't take it back. It's fear mongering and you know what happens when fear gets out of control. People die. Innocent people. So no, I won't register. It won't support them in taking away people's right to live in safety and anonymity. No government should be able to dictate whether you use your abilities or not and who is a target and who isn't. Captain America stands for the little guy and this Act, that's bullying in its highest form."

Felicity only walked in on the tail end of the argument but the news of the UN decision to support U.S congress' Superhuman Registration Act was all over every media outlet. She wasn't unaware of the talk going on around the compound. She felt the strain on their friendship when Maria mentioned that as newly appointed Director of S.H.I.E.L.D, she would have to enforce the law if it was passed and the Avengers and the Watchlist would be the first to register. Non-compliance would be a criminal offence.

The Avengers war against Ultron and this latest terror attack they had stopped from Baron Zemo and his newly improved right-hand man, an ex-S.H.E.I.L.D operative, HYDRA mole, calling himself Crossbones, had world leaders up in arms. Because no one was calling the Avengers actions sanctioned, all eyes were on them and the American government. And the public were crying out for justice and recompense.

Some minority groups were calling the Avengers a dangerous scourge on humanity and they, and people like them needed to be stopped. The government knew the reality of the situation that there were threats normal protective forces were incapable of handling but these groups were causing enough noise that they had to be seen as doing something.

Tony shot her an exasperated look. "Talk some sense into him. This isn't going away. And it's not like they don't have the power to lock us down already."

Felicity knew what Tony was implying. Her oversight network. Accessing it they could find anyone, anywhere. Granted it wasn't powerful enough to track hundreds at once but a few key players would be no problem at all.

"This Act gets voted, you'll have no choice."

Steve ground his jaw, his hands curling into fists. "All it will do is start a war on home soil, brother against brother."

Felicity felt her pulse race. If it came down to the line, she knew what she would do. Oliver, John and Roy were no Superhumans but you could guarantee that Lance and his taskforce would paint them that way. And Oliver would never risk his family by revealing his identity. Just as she knew that Steve wouldn't change his mind about this. Basic human rights were the foundation of his beliefs. This took away their right to freedom. It would be sign up or go to prison. There would be no choice for peaceful anonymity.

Tony out a hand on her shoulder. "Rodey said they're already assembling local enforcement squads. This is happening. They're making Iron Man the face of it. Don't let him start a war over this."

Neither of them moved or said a word until Tony had left the room.

Felicity looked at Steve and could see the burning anger and hurt all over his face. She touched his cheek and with gentle strokes of her thumb, she got him to stop grinding his teeth. He closed his eyes and buried his face against her neck. "I'm with you. This is wrong. Forcing people to declare themselves.. I... If we have to run." She closed her eyes against the fear brimming in her chest. She blinked back tears. "When we run, I'll use my backdoor access to shut down the G.I.D.I.O.N matrix. Tony will be able to rebuild it, but it will give people time to get underground, go off-grid. If Vision stands with us, it'll give us even more time," she said softly.

Steve straightened and wrapped his arms around her waist. "I won't ask anyone to choose sides. This is my stand. Darlin' if you do what you're saying, you won't just be an enemy of the State. They'll make you their priority target. We will have everyone hunting us, S.H.I.E.L.D, the CIA, the FBI, A.R.G.U.S, the NSA, Interpol..."

She kissed his lips in a soft peck before smiling at him with a twinkle in her eyes. "Oh dear, husband, I know all the acronyms better than anyone and yes, those who know me might suspect but there won't be any proof. And let them come. I've been itching to try out my offensive training."

Steve groaned and gave her a narrowed glare. "Felicity, sometimes I believe you want me to lose my hair. Or at least age ten years in a day."

"Don't worry, Mr. Rogers. I'll protect you and your achy joints."

Steve tickled her for that jibe about his age. Ever since discovering that she could possibly live for centuries, age which had once been a sensitive issue for Steve was now a running joke between them. Felicity shrieked when his fingers found her weak spot between her hip and her ribs. She wrestled free from his arms and took off running.

In her haste to escape her pursuer, she almost collided with Vision who turned intangible at the last second to avoid being barreled over.

He watched them in abject curiosity. Wanda came up beside him, as Steve caught up to Felicity again and threw her over his shoulder.

"They seem happy despite the somber mood around here," she remarked quietly.

"There are dark days ahead. For some, moments such as this of cherished love, simple joys, will be the strength that allows them to endure the trials that will test conviction."

Wanda nodded, not wanting to delve to deeply in what she knew he must be referring to. If the bill passed, she knew what her choice would be. She hoped she would be able to convince Vision to leave with her. His wisdom and comforting presence had given her the courage to stay among these bold heroes after losing Pietro. It also helped that he was immune to her magic. It felt good knowing he could never be manipulated by her. It meant that every interaction they had was genuine.

::: ::: :::

They were prepared. They had told her mother what was happening and that they would be out of touch for as long as the Act remained in force. They had shifted money into an off-shore numbered account and digitally erased any trace of the transfer history. She gave her friends in Starling the number of a scrambled satellite phone. And they both had go bags stashed at Grand Central with cash, fake IDs and passports and emergency weapons and tech. But it all happened fast and they weren't together when the time came. They thought it best to continue life as normal while Steve spoke out in the open Congressional address against the proposed law.

Felicity had been at Stark Aerospace going over system encryption for a new Airbus when she got a message from an unknown number.

Coming for him. M.

Felicity didn't hesitate, she created a operational cloud in the system she was working on, and using the onboard Wi-Fi, she accessed the G.I.D.I.O.N matrix. Within a minute she'd had uploaded a virus that would specifically target information accessed in reference to individuals who had no priors. It would freeze out each agency from the matrix for a set period of time and corrupt any data they tried to pull from the intelligence information network.

Then she texted Steve, praying that Maria had warned them in time.

Phil Coulson had been firm in his belief that a public register wasn't the way to help metahumans. So they put him in charge of an off-world project called S.W.O.R.D and recruited Maria Hill, once SIC to Nick Fury and made her Director of S.H.I.E.L.D. Felicity wasn't disappointed in her friend. She understood why Maria accepted. If she hadn't, someone else would have, some they didn't know, possibly someone who might even have hidden HYDRA sympathies or someone who wouldn't exercise any restraint in actioning the government's directives. Felicity understood that this wasn't a ego thing, or even a career advancement. They both knew that the role was largely a front, answering and pandering to politicians.

::: ::: :::

Steve was at the S.H.I.E.L.D training compound in a simulation with Vision and Wanda when the session shut down mid-way through.

"Steve Rogers, Wanda Maximoff and the entity known as Vision, you are hearby ordered to proceed to Agent Morse office for official Superhuman Registration compliance."

Steve took a steadying breath and shared a look with Vision. "I heard about a special private school upstate. An old war vet I once knew teaches there. Wanda, you don't need to be caught up in this. There are hundreds of others with powers like yours. They'll be able to help you. Vision, keep her and yourself safe."

"Fare thee well, Steve Rogers," Vision intone in a somber voice.

"Thanks, Cap," Wanda said with a nod. "Do you need a distraction?"

Steve shook his head. "Don't get yourselves in trouble for me." Hoisting his shield up, he glanced at the door to the training room and knew they would have agents waiting on the other side.

He took a running sprint at the wall and jumped from it to the support column, to grab at the catwalk two levels above them. He pulled himself over the side and ran along until he hit a dead end. He reached for a maintenance panel to reveal a switch that dropped down a ladder which led to a hole in the roof.

"I didn't know that was there," Wanda said.

"Perks of having a wife who's a tech genius," Steve called down.

Just as he crawled into the space, agents stormed the room. Wanda and Vision raised their hands and didn't resist as they were escorted out.

"Where is he?" an irritated agent growled.

Wanda shrugged. "He was here a second ago. But you know Cap, no one can keep up with him."

"Rogers isn't here. Get security to review all the cameras and lockdown the compound. Orders are to detain. Authorising all units, non-lethals only."

Steve crawled through the ducts away from the system control room and found a grate that lead to the elevator shaft. He knew he wouldn't make it far on foot, he was hoping to get his motorcycle. A set of wheels and something to cover up his uniform would go a long way. At present he stuck out like a neon light.

The sub basement was empty when he crawled out of the lift doors but the second he started the engine, he heard agents yelling.

Two came around down the ramp and another four exited from the other elevator.

He gunned the accelerator and sped toward them. They fired at him the darts bpunching harmlessly off his shield. He felt one hit his shoulder from behind and once he cleared the level. He shifted the shield to his back and did his best to shake off the effects of the drugs.

More shots were fired and he could hear them giving chase, a metal clang told him that someone had decided to be clever and skirt the rules by shooting at his bike. The muffler was punctured.

He pushed the speed a little more and took the corner too fast almost sliding out. He put his leg out to correct his angle and head for the boom gate. He switched the shield to his handle bars and barreled through. All the guard could do was yell after him. He'd been in his booth and Steve was free and clear before he could even get out.

It was only after he had cleared the county line that he realized he'd left his phone in his locker. He pulled into a gas station and called Felicity to discover that her phone was not in service. His heart started to pound. Did that mean she had been taken already for his non-compliance or had they gone after her first? He tried to think of what he should do. He wasn't a tech wiz he couldn't hijack a system and trace her GPS location or access facial recognition databases. And that's what she was planning to disable anyway. Getting his panicking brain under control he forced himself to think. She was smart. Maria wouldn't have let them go after Felicity without some kind of heads up. They were too close for that.

Knowing Felicity, she was already on her way to the pick up point and she would be waiting on him.

Their first stop was Grand Central and the second would be a seemingly abandoned building in the Harlem, until the initial hunt died down. And then they would make a more permanat relocation to a safe house Kay had set up for them.

::: ::: :::

Felicity collected the bags from Grand Central and rode around all over the subway and changed clothes and hats three times in various bathrooms before she took a bus to Harlem.

It was only her years of training the helped her not reveal her anxiety over being wedged between two boys who were clearly gang related by the pieces stashed in the waistband of their sweatpants. She had ten thousand in cash and a small arsenal in her backpack, and enough uncut diamonds in her handbag to have them cruising with all their friends in the Bahamas. She audibly breathed her relief when they got off several stops before she did.

Daylight faded and she paced in front of the door, waiting for him to show. It had taken her four hours to get to the temporary safehouse. Before she tossed her phone into the incinerator at the airfield, she had called Sam and Natasha to let them know they were going off grid. Sam said he would check in soon, he knew where they were headed and Natasha said she was still looking for Bruce but she would keep her head down now that she knew the Act was law. They both told her to keep safe. She wished them the same.

It was close to midnight, the noises of the neighbourhood made her nervous. The single story building was a especially designed with one-way noise and tech dampners. They could hear and see everything on the outside but no one could listen in. And they would also have no reason to. It looked like a derelict drafty building. No one would think it was a good place to shelter. It appeared to have no roof.

Every time she heard sirens in the distance, Felicity jumped and her heart would start pounding in her chest. Several times she took out the sat phone, her hand poised to dail but who would she call? She had made all the calls she needed to. And if Steve followed the plan he would have destroyed his phone the minute he was free of the Training Base, located just outside D.C. in North Virginia.

She heard footsteps at the back entrance that opened into the darkened alley behind the building. When Steve's face appeared she almost collapsed in relief. When he shut the door behind himself and dropped the shield which was hidden in a boogie board bag on the table, her feeling changed.

"I called you, texted you. You were meant to be here hours ago."

He gave her a sheepish look. "I know you're used to keeping your phone on you but I'm not. It's hard to train with it. And it's not like I would ever take it into the field. It's full of personal information and it's not unbreakable."

Felicity goggled at him, her mouth dropping open in shock. "I Lifeproof'd your phone so you could always carry it. Since you so casually broke half a dozen before that with cheap cases. I also remotely back up and clean your phone every day. If you ever got captured by the enemy, I'd want them to call me," she said throwing her hands up. "I would pin their assess down and send the Legion to blow their base off the map."

Steve gave her an incredulous look, his eyebrow hiked. He hoped she'd plan to rescue him before launching that kind of strike. Watching her fume and pace right now, he couldn't be sure that she would.

"You would never go into a hot zone without your shield, how could you forget your phone?" she shrieked, before planting her hands on her hips and fixing him with her I'll-squish-you-like-a-bug face. "Steve, I messaged you this morning to tell you they were coming. I had time to upload the virus, contact all our friends and run. I've been here for more than fourteen hours! Fourteen hours of worrying, panicking, imagining the worst..."

He had almost a foot on her, and at least a 120lb, her petite frame hardly cut an imposing image. Yet, with her blue eyes flashing, her jaw set and her entire being giving off a powerful crackle of energy, he didn't doubt that she had Asgardian blood running through her veins. She was angry, frightened and shaking and he was more than a little intimidated but he needed to hold her and he suspected that that's what she needed too. So he entered her personal space, despite his flight instincts screaming at him to keep his distance and stopped her pacing. She throttled his chest when he hugged her but only a second passed and she was sobbing into his neck.

"I'm so angry with you. I was terrified," she confessed her words muffled against his skin. Her brief outburst of tears spent, she looked up at him through her watery eyes and embraced him back. "Next time, do as I ask. Please?"

Steve felt his put together resolve crumble at the broken plea in her eyes. "I'll try." He coughed to clear away the tightening in his throat. He hated the disappointment in her expression and her voice. He never wanted to disappoint her in anything. It felt crushing. "Felicity, I just don't always understand where you're coming from and if it's not important to me, I just overlook it."

Felicity growled in exasperation and almost stomped her foot. Instead it became more of a jerk against his body as she was still firmly in his thickly muscled arms. "Steve, this is my world. You've got to remember that here, in the big cities, I'm the one with the expertise. Here you've got to trust my judgement. Just like if we were ever in a battle scenario, I would follow your lead no question. I would have your back and take your orders 100%."

Steve rubbed her back with soothing circular movements and kissed her forehead. "You're right. I'm sorry."

"I don't want your sorry," she said, dejectedly wiping the tears from her cheeks. "I'm just glad you're here." Slipping from his arms, she busied herself glancing around their Spartan set up. "Now we need to do an external sweep, check the perimeter alarms and sleep. I can feel a crash coming on. My adrenaline levels were way too high today." And with that she marched away to check the small security system the building was installed with.

Steve ran a tired hand over his neck. This was only the beginning. He'd been neck deep in enemy territory before but he'd never had this much at stake. Her safety was his everything. He only hoped they'd made the right contingencies. Kay had assured him that if something happened to him, he'd use every resource at his disposal to keep Felicity safe and if he had to, he'd send her to Asgard.

He hoped it wouldn't come to that. But he was comforted to know that if the worst were to happen, she would be safe and from her interactions with Thor, he knew he could trust the Asgardian to embrace her as one of their own.

::: ::: :::

Part 2: Loss

Summary:

The Resistance is growing but so is public unrest and the government has recruited registered Superhuman mercenaries to hunt down law breakers.

::: ::: :::

The underground movement was getting too big to keep a hidden much longer. Every day, new faces but familiar names found their doorstep.

Kay had a safe house in lower Manhattan that had a basement that had a special locker that opened to a non-hostile alien dimension. Once they entered the basement, they were completely cloaked from the outside world. The only downside was limited resources and growing numbers. The area the basement opened into wasn't unlimited. While the world was habitable, the locals weren't all that accommodating and felt threatened by the rapidly increasing number of residents inhabiting the once reclusive but respectful Kay's moderate-sized property.

Creating a blanket dark zone over lower Manhattan, so their people could move around to gather supplies without drawing suspicion was a headache in itself. She had to make the network and satellite drop outs intermittent and brief so as to make it look like minor system glitches.

The stream of people looking for asylum made Felicity's work of keeping the digital world off their backs a 24/7 job. It came as a relief to her when Lyla Diggle and Doctor Strange, a man with seemingly limitless magical ability, had joined their ranks. It had helped a lot in keeping them ahead of their relentless persecutors.

"Lyla, John, oh wow, look how big she's gotten. Look at you, Sara," she cooed at the infant. "How are the team doing?" Last word was that Sara had narrowly avoided being killed while investigating Malcolm for the League of Assassins. Lyla had used her contacts, a mole planted inside the League, to reveal Malcolm's location and Oliver had rescued Thea from his control. It had taken the team months to break her conditioning and her sense of loyalty to Malcolm but they'd got through it. Now only to face Lance and his renewed pursuit to rid his city of vigilantes. He blamed Sara's hospitalization and coma on the Arrow. And the new law for Superhumans only bolstered his efforts. He was going after Oliver and the team hard. Especially after it was televised how they're held their own against Deathstroke's Mirakuru Super Soldiers. Oliver had been forced to hang up the hood. While Mari and John who we're both known to A.R.G.U.S had been ordered to register. It didn't matter that John was just a man without the Green Lantern ring. Or that Mari had lived a comfortable high profile life, her powers completely under wraps. It didn't matter that she'd come to Waller on her own, wanting help to exercise control over her abilities. The law was the law and no one, in this instance, was above it. So they'd gone underground.

"You're married?" Digg asked after releasing her from a hug. He said it with a trace of hurt and Felicity ducked her head, her cheeks coloring.

"What he means to say is, congratulations and we got remarried," Lyla said, sending her husband a fierce look before smiling warmly at Felicity. "I always thought he was one of the best Felicity, despite all this, you look happy. So confident."

Felicity let her shoulders slump. Her stoic mask falling away. "It's a front. I don't feel confident. We started this, and now we need to keep it together but is this what we have now? Is this what it was all for?"

"Standing for what's right is never easy," Lyla said, gathering her in a strong comforting hug. "Why don't you show me how you've been managing and I'll do what I can to help. I've been in operations with A.R.G.U.S and Waller's right hand for years, I think I'll be able lighten the load a little."

Felicity actually started crying. The genuine show of support the older woman was expressing was her undoing. "I'm sorry you're being targeted, John. But I'm so glad you're here."

"Ditto, Felicity. Feels like old times." John quipped lightly and hoisted Sara higher in his arms so she could properly doze on his shoulder.

"Don't say that," she said snappishly. "People got shot, injured and dead far too frequently." She paused and felt a headache coming on. "Sort of like now.

John Stewart Diggle had brought hope but also a bad omen of what was to come.

::: ::: :::

It all changed the day Peggy died.

The news broadcast outside Capitol Hill, showed just how unstable the divide between sides had become.

Watching the devastation unfold, Felicity knew even before they returned from the latest hot zone that this was the moment that Steve changed his mind. He couldn't fight any longer.

A relatively peaceful but boisterous protest of ordinary Americans: pro-Act advocates versus supporters of Captain America's anti-registration, turned violent. Peter Parker, still only a teen, saw what his public registration had cost and he spoke out against it, urging others not to do the same. Rioting started and the crowds turned each other. Peter tried to step in to subdue the aggressors and the Iron Legion, along with government endorsed superhuman enforcers (Felicity likened them to implanted Suicide Squad members) had gone after him. Steve and a few of their number, along with a grudgingly accepted, Frank Castle, The Punisher, had rescued Spiderman.

The teen had been blooded and barely breathing when they got him back to base. Being gone for months and stuck behind monitors, Felicity had felt detached from the outside world. Seeing the kid's broken, battered body, his boyish face that she'd seen smiling shyly on national TV, swollen and blackened beyond recognition had made her lose her lunch. And she hadn't been capable of typing at her systems for more than an hour afterward.

Steve told her privately that it had gone on long enough. Captain America was a symbol and he stood for what was just and honourable. For a kid to stand up and speak out while he stayed in the shadows wasn't right. He would wear the uniform he once wore with pride but the country he loved had turned into a farce, and he would let the masses have their 'traitor'.

After Peggy's funeral he planned to turn himself over. But he didn't want her to. The world didn't know the truth of who Felicity Rogers nee Smoak was and he desperately wanted to keep it that way.

::: ::: :::

That night, she couldn't stop trembling. Even after Dr. Strange had assured her that while he looked a fright, Peter Parker was a fighter and his body was already healing the worst of the damage. A dose of his signature brand of mystical energy and his own super charged metabolism, they were confident Peter would make a speedy and full recovery within the week.

Checking in with the person on monitor duty, Felicity tried to get her rioting emotional responses under control by training harder than she ever had in her life. Natasha hadn't supported the Act but she had been overseas tracking Bruce when it passed and stayed out of the country. Training with Maria was out of the question and she actually felt her stomach roll again when she thought of all they had lost because of this. She hadn't seen Maria, Natasha or Pepper since the Act had become law and she missed her friends. For all his ego and bullheadedness, she actually missed Tony too.

She gave up when she found she was crying so much that she couldn't see straight and her arms couldn't actually lift the bo staff anymore. A look at the time showed that Steve should be returning from patrol soon, so she tidied the training room and went to their private quarters. Families had a private room, everyone else was bunking in an ever magically expanding communal sleeping area. Lights out meant quiet, while night owls were free to burn midnight oil in the rec room.

Lyla had cataloged everyone's skills and set them to various tasks, something Felicity had never gotten around to doing. Steve was a great leader in the field but he wasn't so great at delegating mundane tasks. Before Lyla, cooking and cleaning had fallen to a few regulars who just couldn't stand the piles of take out and dirty dishes and horrific state of the three shared-bathrooms. Over the past two weeks, for the first time in months, Felicity had sleep at least five hours in a stretch without having some alarm startling her awake. It finally allowed her to shut off her overworked brain, knowing someone else capable was handling it.

When Steve peeled off the uniform and showered, falling into bed beside her, his skin still damp, he made love to her with the most intensity she'd ever felt from him. What made it strike a cord in her soul was how mostly silent he'd been. As though any noise could break the spell of solace he'd found in her body's embrace. He kept capturing her mouth at every opportunity, only breaking when they both desperately needed air and the look in his eyes tore at her already heavy heart. He was shattered. Wrapping her arms around his shoulders, she offered what comfort she could and let him take all that he needed. When he let go, she actually felt the cool rush of his release leave him and fill her deeply. His attentions stunning her exhausted muscles into a mutual completion that left her gasping and her every nerve ending singing in glorious protest. She cradled him to her heart for a change. Usually he was too conscious of his bulk to rest on her. His breathing signaled sleep and when she felt his tense muscles relax, she slipped out from under him to attended to the cuts and bruises he'd ignored, in his stubbornness to see to others safety first and then had neglected in his exhaustion.

With tender care, she rubbed each red and blue mark with salve and dressed each graze and cut with antiseptic ointment. They'd be closed by the morning, but she didn't want them to give his body any reason to fight off infection. He stressed his system enough. There wasn't a day that went by when she didn't fear that the serum and his skill wouldn't be enough to keep him safe. Putting her first aid kit away, she kissed his sleeping face and tugged the covers over them both, praying silently that they would all see a new day.

::: ::: :::

"My aunt was always a bold, strong and tenacious woman. She was the only one of her friends to join The British Armed Forces as an officer and not a nurse.

"During the the war she met a man whom would not only claim her heart but shape her future.

"He said if a blind and deaf woman could finish college and write books then a weak but able bodied man should be allowed to fight for his country.

"That man was Captain Rogers. After the war, she could have returned to England a decorated war hero. Instead she chose the country that had shown her the world. It wasn't easy being the first woman to work for the S.S.R but like Helen Keller, Margaret Carter, Peggy to her friends and later Peggy Sousa, chose to face the challenges others would place on her for her gender and met those obstacles with dignity and strength. And her legacy stands today. As a founding member of S.H.I.E.L.D, she will be remembered for all time as the woman who helped form an ideal into a reality. The organisation will endure and remain a steadfast guardian against the darkness. Rest in peace, Aunty. Until we meet again in the New World."

Felicity darted a glance at Steve during the service and could feel both his surprise and his emotion at Peggy's niece's impassioned eulogy. He wasn't alone. According to what Steve had told her, Peggy had no remaining relatives. She was an only child and Daniel, her husband, had proceeded her in death fifteen years ago. They had no children.

At the burial site, she squeezed his hand and urged him to talk to the woman. She knew he was curious and she wasn't about to hold him back. So far the black fedora was working for them. And the illusion Dr. Strange had placed on them meant no one paid them any attention.

As she stood alone, Bucky came to talk to her. She had spotted him the moment he entered the cemetery and stood on the fringes of the gathering. No doubt Steve had too, from the welcoming nod he'd sent his way. "Should I be worried that you recognized us?"

"I'd know Steve in a fat suit and a domino mask. He's still got that poor kid from Brooklyn twitch, always checking around for thugs," Bucky quipped, his lips twitched as he reminisced dusting Steve off and saving him from many a skirmish, before he sobered quickly. "How do you say, 'sorry I tried to kill you and thought I had'," he said his voice gruff.

"Just like that," she said simply. Without drawing attention to them she took his arm discreetly, not flinching in the slightest at the coldness of his metal prosthetic she could feel seeping through the wool of his coat. "You clean up well." His hair was cut shorter, like it had been in the days Steve had known him. His face was a healthier pallor and his eyes weren't bloodshot. He must have given up drinking so hard then. He a was ruggedly handsome type with a bad boy edge to Steve's classic wholesome good-looks.

"Forgive me?" he begged, his voice soft.

Felicity turned to read his eyes then and took his gloved hand. The honest regret and doubt she read on his face, gave her hope for him. "I forgive you. You have no idea how glad I am that it turns out I'm pretty tough to kill."

A real smile tugged at Bucky's lips. "You really are a rare, dame, Ms. Smoak."

"It's Mrs. Rogers, actually."

Bucky brought her hand to his lips and kissed her knuckles. "Congratulations to you both."

He released her hand and Felicity knew he was about to leave. "He'd love to talk to you, you know."

Bucky nodded his eyes suspiciously bright, his throat working. "Soon. Not yet."

Felicity dipped her head in understanding and let him go.

::: ::: :::

"Agent 13, or can I call you Sharon Carter? I didn't know Peggy had family still around. I never saw anyone visit," he said as he extended his hand, which she took. She had a strong grip and her eyes weren't in the least apologetic.

"It's just Sharon today. Aunt Peggy didn't remember much of anything in the end and my file was sealed so I could actively serve without familial history coloring my record. It helped keep my cover with you. Brazen of you coming here. Or is this your plan to surrender?"

"Did you volunteer?" he asked, ignoring her question for now. The magic only worked on his appearance, it didn't disguise his voice and when she'd posed as his neighbor they'd run into each other enough to make an acquaintance. She obviously recognized him.

"Fury wanted someone he could trust. According to my aunt, there was no one else she would have trusted to protect you."

"I'm sorry for your loss," he said sincerely.

Sharon gave him a nod. "Thank you, Captain Rogers."

He shook his head. "It's just Steve. Call me Steve," he said hurriedly, looking about to see if anyone had noticed their exchange. This was for Peggy. He didn't want to draw attention. He had almost hesitated in coming for that reason. Only Dr. Strange offering his talents had decided the matter to attend. The plan was public surrender but not here. The protest images were all of him in his uniform, his helmet on. Most people didn't recognize him on the street. Especially if he was in plain clothes but nearly everyone caught on when you mentioned his service name.

"Farewell, Steve Rogers. Hail Hydra," she said in a monotone voice.

His gaze whipped back to her and his eyes widened when he saw the glock leveled at his chest. Three rounds exited the chamber in rapid succession and he felt the world drift by in slow motion as he dropped to his knees.

She still had the gun in her hand and just as she inched forward to press the barrel to his head, Bucky tackled her away.

The gunshots caused a frenzy. People tripped over chairs and each other in their haste to flee. He felt arms go around him and saw Felicity's face fill his vision.

He gurgled as he felt her press down on his chest. It was no use. This was it. His time. He held her hand for a moment before he moved his up her arm to brush away the tears coursing down her cheeks.

"S'okay," he whispered and then coughed.

A fine spray coated her neck and her white blouse underneath her black overcoat.

"Don't talk, just hang in there for me okay? Help is coming." She knew from Tony's grim expression and the phone pressed to his ear that he had emergency services on the line. Sharon announcing his name and shooting him point blank had drawn Tony's attention. He'd been standing across the plot, paying his respects to the woman who had been a close friend to both his father and Mr. Jarvis for many years.

Whatever differences of opinion and standing on opposite sides of the political fence, they would always care for one another. Felicity believed that they were friends first.

Felicity was furious at how far out of control he'd let things spiral. Tony was cosing up with the likes of General Ross, who was single handedly responsible for multiple civilian disasters in his pursuit of Bruce and his narrow minded bigotry had created the Abomination.

Felicity couldn't be sure that the Iron Legions pursuit of Peter had been Tony's call but if Steve wasn't bleeding out on the floor she'd be ripping Tony a new one right now.

Steve knew how to push Tony's buttons, but there was no one Tony admired and respected more than Steve.

Felicity looked at him pleadingly when she felt Steve's breathing slow. "Tony, press down."

Tony's hands replaced hers and she felt her heart twist in her chest when Steve's hand fell away from her face. Her hands shook so uncontrollably that she almost dropped her phone. She couldn't punch any of the numbers, so she used her voice dial instead.

"Call Kay."

"Connecting Kay."

Even though it hand been weeks of radio silence between them, he answered on the second ring. "What is it, honey? In the middle of something here. Is it urgent or can I call you back?" He was puffing and his voice was stained.

"I need an MiB medical assist now!."

"Are you hurt? Where are you?" He asked his voice betraying his concern.

"It's Steve and I'm at the White Gate Cemetery on the hill."

Kay paused and let out a labored breath. He'd obviously given up his pursuit of whatever it was he'd been chasing. "He's not our jurisdiction, baby but I'm coming to you. Sit tight. I'll send J to the Agency and tell them I've got a situation."

"No," she growled into the phone. "He's dying, Kay. They're the only ones that can save him. I'm evoking spousal privilege to right of care. He's my husband. They will save him."

"He's human, Felicity. Even with our technology, the best we can do is put him in suspended animation till his body can self repair. If that's even possible. If the damage is too extensive..."

"Felicity," Tony's voice interjected, strained and despondent. "He's gone."

"No," she said firmly, she met his eyes, hers flashing with determination. She flexed her hand and extended her arm. "He doesn't die here."

::: ::: :::

Thor trudged through the glen that covered the entrance to the cave that led to the deep underground.

This father had charged him with keeping the Tesseract safe and hidden after he'd brought Loki home. Now, he and his friends needed it to find a way back to Midgard to gather allies to stop Loki.

His brother had duped him into believing that he had said farewell to the All Father, leaving Asgard in safe hands. Instead, it had been Loki. Heimdell and his friends had been banished for their presumed treachery to Asgard's king and Asgard was now under threat because of Loki's failed dealings with the Chitauris' Master, Thanos.

He had found Sif and Hogun on Hogun's homeworld. And Volstagg had been abandoned on Jötunheimr Loki must have thought it poetic justice since hardly anything grew on the land. Fandral he'd banished to Helhiem, knowing that the man's womanising ways would catch up to him there. Hel, it's Queen, was an especially twisted mistress. And Loki had an especially cruel fate for Heimdall. The former gatekeeper sentenced to infinite isolation, on Niflheim, in a prison designed to negate the gift of far-sight that Odin had blessed him with. For a man who could once see everything it was maddening. After rescuing the Asgardian watchman, Heimdall swore to Thor that he would see Loki undone for his treachery. He would find a way into Asgard and he would open the Bifrost for their return.

Thor, Sif and the reunited Warriors Three located the hidden Tesseract and using a Dwarf forged key chamber, Thor urged them all to hold on as he activated the portal key, harnessing The Cube's energy.

The moment they arrived on Midgard, Mjolnir began to hum and pull from Thor's hand. Once free it arched into the sky in a cloud burst of magical acceleration.

"It's never done that before," Fandral needlessly pointed out.

Thor frowned before turning a grave look to his friends. His eyes met with the bearded, bewildered blond's. "You daughter calls for aid. We must make haste. Hold," he said, thrusting the key back at them.

They did as they were commanded by their rightful king. Fandral looking anxious, a rare expression for the man. Thor let a grin slip at the thought of Felicity and her father's first meeting. He wondered what they'd make of each other.

::: ::: :::

The Hammer crackled through the air and the moment it touched her palm she felt energy course through her body. She put one palm on Steve's chest and let the energy pour through her to his heart.

Felicity felt warmth and a ripple sensation over her skin but nothing entered her thoughts but Steve's face, his pale skin and bloodied lips. "Come back to me," she cried softly.

He jerked on the ground and a gasp of air dragged past his parted lips. He coughed again, blood dribbling out of his mouth. He blinked up at her blearily before his eyes rolled back in his head. Under her hand she could feel his chest rising and falling, it was so slight, it was barely moving. At least this time she was certain he'd only passed out. She could hear the sirens in the distance but a black van screeched to a stop, reaching them first.

"Make a hole, people," the no-nonsense voice of Kay, barked. "We'll look at you, Lady," he said gruffly taking in her appearance. He nodded and gestured to his men. They immediately went to collect Steve. "You need to get moving, honey. You know how this works." As he took out his glasses, Felicity hurried after Steve. "Ladies and gentlemen, if you'd all kindly pay attention."

There was a loud pulsing noise like a flashbulb and she could hear him talking again.

"Steve Rogers was shot while peacefully attending the funeral of a life-long friend. You can rest assured that we are detaining Ms Carter for questioning. Should Mr. Rogers make a full recovery, he will face trial for his criminal activity against the Superhuman Registration Act. Good day people."

Kay joined her in the back off the van and he signaled the driver to move. "Quite a show you put on there."

"I'd applaud your own performance but I still don't know whether to cry tears of relief that you came or to yell at you for fostering their war mongering idiocy."

Kay ran his hands over the legs of his black trousers, his tiredness showing as his eyes met hers. He had done all he could to help them without incriminating himself. While MiB operated independently of the government, it was still sensitive to the current laws of state. If his boss knew just how uninvolved he'd been in the Civil War going on, he'd end up Neuralized back to infancy.

"I'll always be here for you, Felicity. I'm just one of the lucky ones that also gets to say my family is my job."

Felicity cringed at his attempt at levity. Kay was pants at jokes. Dry wit he had passable talent. His jokes hurt. They were physically painful.

"How do you know he was tachycardic and not dead?"

"I didn't but he's a fighter and I wasn't about to quit on him," Felicity said, setting the Hammer down on the floor of the van so that she could hold Steve's cool hand between hers.

"I thought Thor soundly refuted the possibility of a liaison with your mother. He wouldn't let me stay for the blood test." Kay gave her attire a pointed appraisal.

Felicity shifted, not completely at ease in her magical Asgardian armor, topped with a sweeping green cloak. It wasn't restrictive so much as Renaissance fancy dress. She split a small grin in spite of her worry. "He said it was most likely Fandral. He's the serial rogue bachelor. And there's the blonde hair, blue eyes..."

"Well, makes sense. Doesn't explain that though," he said with a pointed look toward to Thor's Hammer.

"It's a story for another time. But you don't have to be blood to be able to call Mjolnir," she explained.

The wireless electrodes they'd put on Steve's chest showed his heartbeat was weak and thready but his blood pressure was holding. The alien surgical tools they were using to extract the bullets was eerie to watch but she didn't take her eyes from any of it. She continued to hold his hand and stroked the back of his fingers, willing him to fight. To fight to live for the both of them.

::: ::: :::

The sight of a bunch of Asgardians appearing in the middle of Time Square in broad daylight made more even more headlines than Captain America's shooting. Seems aliens trumped an attack on a fugitive ex-patriot.

MiB were all over it along with S.H.I.E.L.D and the two were currently in a whose stick is bigger contest. Thor had, had enough.

"We search for Felicity Smoak? Agent K, you will disclose her whereabouts."

Kay tried but couldn't resist the urge to roll his eyes. "Lose something did you, Asgardian?"

Thor loomed over him. "Don't try my patience, mortal."

"Tell these jackboots to stand down and I'll arrange a meeting," Kay said coolly. Out of the corner of his eye, he could see Fandral brandishing his sword while raising a questioning eyebrow at a female S.H.E.I.L.D agent. Seeing the man in the flesh, Kay could see the familial resemblance in their facial structure, especially that lip tilt. It was Felicity in scheming mode. He knew that lip twitch well. It usually resulted in Donna getting exasperated and something getting pulled apart with no hope of it ever returning to its original function. This man, who couldn't decide if he was facing off an enemy or about to get his charm on, was Felicity's father? Kay felt a muscle in his back twinge. He was too old for this crap.

"If I find out you've been aiding the Resistance terrorists, Kay..."

"Director Hill, you don't want to try me today. You should be more concerned with how HYDRA got their hands on one of your agents and just how many of them you still have in your ranks. Clean house before you try going after people who've been doing their job before you were a twinkle in your Daddy's eye." He liked Maria Hill once. He stopped around the time she'd sent a force of trigger happy yahoos after his Felicity.

Thor told his friends to stand down and at Kay's nod they entered the waiting black vans.

Behind blocked out windows, the vehicle occupants never noticed the giant Neuralyzer hidden in the obelisk flash everyone in the area.

::: ::: :::

"Thor," Felicity said rushing him and all but throwing the Hammer at his chest.

He caught her and it with a discomforted omph.

"I'm sorry." She released him from her missile hug and gave him a very contrite face. "I wouldn't have... I shouldn't have... I'm just glad it worked," she decided to say with sad relief.

Thor took in her Asgardian garb with approval but frowned at her bloodied hands. "Are you injured?"

Felicity felt tears prickling at the back of her eyes and glanced at her hands. She'd forgotten they were even stained with Steve's blood. She hadn't left the viewing window since they'd arrived, only moving once she'd seen Thor's approaching reflection in the glass. "It's not my blood. It's Steve's. He was shot," her voice broke with a sob.

Thor's face fell and he saw Sif move to place a comforting hand on Felicity's shoulder. Felicity gave the woman a grateful, watery smile. It was only then that he noticed what was happening behind the glass wall. Steve was in a healing chamber not all that dissimilar to those on Asgard. He understood only a little of the healing arts but he knew many of the realms languages and it look like an ancient form of Aesir. Steve Rogers was in very bad shape.

Two of the people working by the chamber shared an unseen look and seconds later a pulsing light had everyone frantic.

Felicity saw the commotion and tried to go in, only to find herself locked out. "Kay!"

Kay punched in his code, and tried again when he was repeatedly denied. "It's a clean room, if there's an emergency they'll lock it down. It'll take a minute for me to override."

"I don't care, do it."

Kay tried furiously to get the door to disengage but the computer stubbornly refused.

Felicity whirled, rather than take Thor's Hammer which she very much suspected he assumed she would do from the apprehensive and anxious expression on his face, she tore the sword from her bewildered father's scabbard and hacked off the offending panel in one sweep. She then thrust her armored foot against the door, shattering it.

The medical staff gave her a wide-birth and she stood by Steve's head. They had removed all the bullet fragments and stitched him up. It was all up to him now. She pressed her cheek against his, trusting Kay and Thor to have her back while she focused all her attention on Steve. "Please don't go. Stay. Fight for me. We promised," she whispered urgently in his ear. "In all the realms, nothing could keep us apart. Fight for me, Steve."

The machine continued to pulse a warning. Until it stopped.

"He's gone. The indicator means there is no life detected."

Felicity froze, her face pressed into Steve's bare shoulder. They had stripped him to the waist. He was still in his bloodstained suit pants. She felt Kay's hand on her back. "Baby, we have to move him. They will need the room."

Felicity ignored him and grit her teeth. Nothing mattered anymore. Her heart had died in this room. Truthfully they had been killing them both long before this. Steve had given his life for his country once already. It wasn't enough. It was never enough. They'd taken it again.

O, Kay's supervisor appeared in the doorway. "I have the White House breathing down my neck about our harboring a wanted fugitive."

Felicity glanced up, her eyes bloodshot and red-rimmed. "Tell your records office, Captain America, Real Name: Steve Rogers, is dead. Shot by S.H.I.E.L.D Agent Sharon Carter, Agent 13. My name is Felicity Megan Rogers, I will go by Valkyrie. Category: Asgardian. You can give them that for their Superhuman Registration Act," she spat with raging venom. "And you can guarantee that there will be a reckoning this day. For no more will fall in the name of justice. I will end this witch hunt once and for all, even if I have to hit reset on every government budget in existence. Starting with S.H.I.E.L.D."

Fandral looked at the woman who Thor claimed was his daughter and felt a shudder go through him. If he didn't know any better he could swear in her fury and steely conviction he was seeing Brünhild stare down Odin All-Father. He was both awed and afraid. She certainly cast a striking likeness of her chosen namesake.

::: ::: :::

Part 3: Perspective

Summary:

Felicity's anger fades to disappointment when she discovers that there are other concerns in play than vengeance.

::: ::: :::

Sharon Carter sat in a holding room, handcuffed to a desk. She had no idea what had just happened. She remembered being at the cemetery burying her beloved great aunt. Her great grandfather and Peggy's father were brothers. They were distant relations but she'd always looked up to Peggy, had wanted to be like her heroic aunt. How could she have done what they were saying she'd done? How could she have killed Captain America? Even the thought of it turned her stomach. Her hands shook and the handcuffs rattled against the metal rod on top of the desk.

The door opened and a familiar sight of flame red hair crossed into her peripheral vision and her heart started to pound harder. Agent Romanoff's reputation preceded her and if she was conducting this investigation it was sure to be thorough, but brutal on her mental state.

"Agent 13," she said cordially, her face betraying nothing of her feelings regarding the events that led them to this point.

"Agent Romanoff," Sharon acknowledged with a nod.

"Why are you here?" Natasha asked, slouching back in her chair.

There were no folders on the desk between them, no photos or show of evidence. If it weren't for the handcuffs, Sharon could be fooled into thinking they were just waiting for a mission debrief. She half expected Natasha to put her feet up on the table, she looked largely disinterested at the situation, not at all how an interrogator should look.

Sharon sat up a little straighter. Last reports said that Agent Romanoff had requested a leave of absence, and after a mandatory recall went unanswered she was listed as MIA. Charges pending, if it turned out that she'd been aiding the Captain America's Resistance efforts. Perhaps the Black Widow wasn't running this investigation at all. Maybe she was under investigation as well.

"They're saying I killed Captain Rogers."

"Eye witness reports and GSR tests say you did," Natasha deadpanned and leaned across the table. She stared into Sharon's face and saw undisclosed shock and fear in her eyes. It was a genuine response. She honestly believed she was innocent.

At her subtle nod to the privacy glass, the blank wall behind them played out satellite footage of Agent Carter pointing a gun at man wearing a long black coat and a fedora. Another camera angle followed, the image stamp in the corner revealed it must have come from Tony, it said Stark Industries. This angle clearly showed showed her with a glock pressed against the same man's forehead, a huge blood stain already spread across his previously white shirt. There was no mistaking his face. It was Steve Rogers.

Sharon stared incomprehensibly at the footage. She couldn't even remember seeing him at the service, although something nagged at her brain. He must have been there. She had heard his voice. A small part of her brain was certain of it. As much as she'd admired Peggy, she confessed if only ever to herself that she had a serious crush on Steve Rogers. He was America's biggest hero. Her aunt's lost, first great love. She had grown up hearing the real stories of Captain America and the 107th Regiment, popularly known as the Howling Commandos. Was it any wonder why she'd chosen to follow in her aunt's footsteps? This wasn't real. It couldn't be. Even though they'd branded him a traitor to his country, there was no way on earth she would ever shoot Steve Rogers.

"I didn't do this," she said vehemently, shaking her head to dispel the ghastly image of her detached expression as she pointed a gun at the man she admired more than anyone else.

"What do you think?" Natasha asked the vacant space beside her.

"Part of her mind has been blocked. Layered conditioning. Probably deeply traumatic. I have sensed these methods before," a calm, baritone voice said.

A caped, pinkish man shimmered into view. "We do not dispute that given the choice, you would not have taken the life of Captain Rogers, Ms Carter. However to find those responsible, we must delve deeper into the past. I surmise that it will not be pleasant."

Sharon's mouth hung open and she merely stared at the alien being. She'd read a file on the entity Ultron tried to create, and Tony and Thor jointly resurrected. Reading and seeing were very different things.

::: ::: :::

Felicity watched every facial tick, listened to every word and watched every shift and twitch Sharon Carter made. Anger burned through her like fire and she prayed for calm and the strength to reserve judgement. Pain lanced her heart when she believed what Sharon's body language and her words were telling them. That she was innocent. Despite being the one who pulled the trigger, there was someone else pulling the strings. She had absolute confidence that the Vision and Natasha would get answers. Right now she had another place to be. The powers they'd appointed and the public needed to be addressed for their part in Steve's death.

::: ::: :::

"I realize that most of you came here looking for information on Captain America's condition. A large part of me wants to deny you anything. You lost the right to know him at all when you started hunting us. Well you can stop now. Steve Rogers didn't survive his wounds." Anger burned in her vines like acid at their bated stares. They were hanging on her every word. There was no mourning in their faces, no trace of sadness or compassion for her loss. The wood of the lectern cracked under her unyielding grip. At least it was holding under her stress so she had an avenue to channel her rage over their apathy. "No one seems to remember the hero who sacrificed his life to stop a Hydra warship from crashing into New York decades ago. No one remembers how he stood in the streets three years ago and fought off wave after wave of Chitarui invaders and used only his body and his shield to save an entire building full of people from being blown apart by an alien device. This day marks the moment where an honest, unselfish man gave his life protecting the liberty of others for a second time. Steve Rogers was loyal to a fault. He submitted to a procedure he had no hope of understanding to its full extent and he lived the rest of his life indebted, idolized and pigeonholed for it. They created a super soldier and he let them use him in that way, so long as it never compromised his firm convictions. Our Constitution is built on the belief that every man, woman and child has the right life, liberty and the pursuit of happiness. Our government would have us believe that this only applies to those born without any kind of ability not considered normal. The Declaration of Independence was written centuries ago long before we came one of the biggest nations in the world, ever progressive, technologically advanced society. We now know there are other worlds out there. That there are beings with technology and powers beyond our comprehension. Rather than remember that, we let fear dictate our actions and turned on each other.

"I lost my best friend and my husband today. In that moment I wanted nothing more than for the world to burn to ashes for what it's taken from me. But the longer I held him, I remembered the man he was," Felicity watched as a flurry of whispers broke out. The extent of their relationship had always been speculated on by those that religiously followed Cap's every move but it had never been confirmed. "The love he had for others. His seemingly limitless patience and his unique outlook on the world. He was a man out of time, thrust into a completely alien world but he adapted. Took it in stride which had become a trademark for him. Nothing could bring Captain America down. Yet his country did. In the end, we failed him.

"In my heart, I can feel him urging me. Begging me not to stop believing. That we should be reminded of what our forefathers' built our nation on. We have a higher calling. A duty of care to our brothers and sisters. All men and women are created equal under God. Equal in the responsibility to treat each other with dignity, respect and compassion. With our world only being a very small part of a much greater, infinite universe we should be banding together, not fighting each other. The assault on New York, the Destroyer in New Mexico, The Convergence event over London, the god-like figures standing behind me, should be proof enough for you that we are not alone in the universe.

"I was born in San Francisco, at the University hospital. My mother is a cocktail waitress and can trace her Jewish ancestors back centuries. But my biological father is Asgardian, one of the great Warriors Three of Norse Legend. Among the first of Earth's champions and protectors. As long as the Superhuman Registration Act stands, so will I against it. I will offer my protection, my skills and my resources to any non-combatant that has need of shelter. No one should be forced to live in fear of segregation, enslavement or persecution for being born different. My name is Valkyrie and I will clear this battle-ground of the innocent. For in death all will find equal reckoning in final judgement."

The din that followed her closing statement was deafening. Protesters who were vocally supportive of the law and had been some what subdued since the shooting, pressed forward, angry and belligerent over her continued defiance. Someone threw a picket board at her and it bounced off John's quickly erected shield.

"Traitor's whore," another bellowed.

"Who dares, besmirch my daughter's honor!" Fandral roared. "I challenge you, cowardly, uncultured, swine. Show yourself," he brandished his sword and scanned the throng, who suddenly gave them a wide-birth.

Thor put a restraining hand on his friend's arm. "We are above the petty-mindedness of fools. His death would be swift and only inflame others to despise and fear us. Your daughter spoke boldly and truthfully. Let that sink into their shallow minds. There has been enough blood spilled this day."

Tensions ran high all around as the convoy left Capitol Hill and drove them all back to MiB HQ. On her feet most of the day, and her physical and emotional state completely wrung out, Felicity was anxious to see Steve. Agent J, Kay's trusted partner was seeing to Steve's blood being taken and sent to the DoD, and then he was to keep his body under guard until Felicity could witness his cremation. The second they arrived, Felicity knew from J's expression that something was wrong.

"Kay, Felicity, I'm sorry. I was there the whole time. Well, O needed me for just a second and when I came back, he was gone."

"Gone?" Felicity felt her heart drop to her stomach. She gripped Kay's arm. "Gone how? How can he just vanish? Have you reviewed security? Someone damn well knows something!" The room started to spin and she felt her chest grow tight. It was hard to breathe.

Sif caught her around the shoulders to steady her and John watched at her in concern. "Felicity, breathe. Look at me, breathe," John told her.

All she could think about was what Steve had asked her. To carry out his last wishes. To protect him in death. To not allow people to use him. To grant him, one final wish to rest in peace. He was gone. No one knew who had taken his body. The room didn't stop spinning and she collapsed.

The small room was thoroughly crowded when Felicity came to. Her mother was there and so was everyone else. Kay, Oliver, Thor and his friends and John.

"All right people, let's clear out and give her some room," Kay patted her hand. "We will find him, baby. I won't stop until we do." He hustled everyone out, but Felicity could see their anxious expressions and they continued to lurk in the corridor. Part of her was relieved that they didn't see in any rush to leave.

"Oh honey," Donna said embracing her with tears in her eyes. "I don't watch the news. Especially these days when it's nothing but propaganda and lies. But it was impossible to miss what happened. My sweetheart," Donna whispered brokenly and bit down on her finger when her tears spilled down her cheeks unchecked. "Did you know?"

Felicity looked at the pity and grief on her mother's face. "Did I know what?"

"You're about six weeks pregnant," she said softly. "This probably wasn't the best time for it to happen but oh baby, just know I'm here for you. Whatever you need."

Felicity felt the blood drain from her face and her stomach twist in knots. Pregnant. They always used protection. Being branded as fugitives it was hardly the right lifestyle to raise a child. But immediately her analytical mind ticked over and brought her back to the night Steve had been overwrought and she had been bone tired until his touch had stirred her. The day they heard about Peggy's passing, the night they had rescued Peter. She remembered now that she hadn't been wearing the diaphragm and he hadn't used a condom. A quick count in her head told her that it was only a day or two from ovulation in her cycle. If they were both fertile, pregnancy was pretty much a sure thing. It had only taken once, or one night of repeats, she shuddered to imagine it, but that was all it had taken for her mother to conceive her.

Felicity felt her heart burst in her chest and she buried her face in her hands. She was having Steve's baby. The knowledge was overwhelming. Some many feelings and thoughts clambered at her at once. Nothing could happen to this child. No one could find out she was pregnant and she had to find Steve's body. She wouldn't let them turn him into an experiment. He'd been used his entire adult life, he would be free in death. Her priorities shifted in an instant. She couldn't be the Avenger she had hoped to be, leading the charge in Steve's name. Someone else would have to stand for Steve's principles. She couldn't be in the spotlight. It was too risky. Fear rendered her silent. A tiny fragile life grew inside her. She was going to be a parent. Lifting her head she stared at her mother. "What do I do?"

Donna brushed her daughter's loose hair clear from her face and gently touched her tear-stained cheek. "One day at a time. Plan for stability and never turn away help. You're my daughter, strong, brilliant and successful. Your heart has always been my biggest pride, Felicity. The way you take risks for those you love, I've always admired your bravery."

"Mom, what are you talking about? You're the bravest person I know. You raised me, practically on your own. You worked late nights in the worst part of Vegas and you're calling me brave?"

"I couldn't do what you did, Felicity. The world against you and you stood your ground. You stood by Steve. You father didn't leave us. I left him. He said something he did in the past, that there was someone was after him. He thought changing his name, his appearance, moving to another country... It wasn't enough. He was warned they were coming and he needed to run. He want us to come with him. But I was scared. I was afraid I didn't know him at all. He never told me about that part of his past. He wasn't always a good man. So I told him to go."

Felicity was shocked. "I always thought he left because he didn't want to be with us."

"I know and I tried to preserve his memory as best I could. I never let you talk ill of him around me. To us, he was always a good man, and in my eyes he is your father. He was the only father you knew and he loved us both. I don't doubt that. It was my fault. I wasn't brave enough to believe in it then. But I know it now. It's why I never found anyone else. I still love him but I didn't stand by him. And I failed you in that, Felicity. All the struggles we had on our own was my choice. It could have been different but I was too afraid."

Felicity's mind reeled with information overload. Everything felt upside down and wrong. Her body was protesting all the different hormones her brain was pumping out. She felt like someone had worked over every part of her body. Her muscles shook with the aftermath of adrenaline.

"Baby, what do you need? Talk to me?" Donna cried brokenly, watching her daughter tremble uncontrollably.

"I... I need Maria," Felicity choked bitterly, she felt her bottom lip jut out and she screamed out her tumultuous emotions as the reality of a life without Steve hit her anew. She couldn't talk to her best friend about any of this because they hadn't even seen each other in months. And she'd more than likely have to send her to the Negative Zone if they did come face to face. There was also no way in the known universe Kay would allow anyone from S.H.I.E.L.D into the Agency. Then she remembered that Natasha was back. A twinge in her chest and a gentle nudge in the back of her mind said that maybe this would be too raw for Natasha. But if Natasha was back. Maybe she had found Bruce.

::: ::: :::

He stood uneasily just inside her room with the door open. "Felicity, you don't want me here. This place makes him- me, nervous. All those creatures walking around, the futuristic, enormous, scary looking guns, the mind whammy machines…"

Months away and aside from a few extra grays through the rich brown of his unkempt locks, he looked exactly like he always had. The meek, unassuming geek. At least Natasha seemed to have convinced him that tweed was definitely out. He wore a navy pullover and a white t-shirt paired with khaki pants. The only real sign of his inner nerd was in his fingers. You could tell his fingers itched to be busy, either turning knobs, typing at a keyboard or scribbling away calculations and theories. Her heart ached at the memories of happier times that seeing him brought. He did remind her of Benjamin Smoak. It was in his seemingly boundless enthusiasm for all things science and also in his aura. They both had made her feel safe, accepted, loved. However briefly Ben had been a part of her life, she didn't doubt that his love and pride in her. She had years worth of fond memories. Acid burned in her throat and her first curled in the sheets. Their child would never know Steve's laugh, his smile or feel his love. She pleaded for strength from Bruce with her eyes. Wished and prayed that he could take away some of the hurt she was drowning in. Hoping that somehow he would know what she needed to hear. That he would be able to help her through this feeling of helplessness.

"Did Kay tell you?" she asked weakly, interrupting his nervous rambling. His eyes still darted about twitchy about the perceived danger in this place. Honestly, she couldn't fault him in that. There were very few people she trusted in the world, and right now it was only having most of them within a hundred feet of her that was keeping her from running from here as fast as her legs would carry her.

"I'm sorry about Cap. He was the best of us and you can't believe how sorry I am that I haven't been here. For you, for the team."

Felicity snorted bitterly. "What team? There really hasn't been a team since Ultron." She watched him wince and immediately regretted her tone and her jibe. "I'm being a bitch. Can I blame Tony at least? I love him but I so want to hurt him right now..."

Bruce twitched a smile at her frustration and let out a long breath. He started to shift closer, unsure of what to do with his hands. He clenched and relaxed his fists and rocked on his heels. Finally he met her gaze and it cut him deep to see how haunted she looked. "I can't promise I won't have to leave at some point, but I can promise you that if you ever need me, I'll be there," he said his voice thick and earnest. He hesitantly approached her then and she immediately latched onto his hand.

He took a seat on the edge of the bed next to her hip and she started to sing his lullaby. Bruce closed his eyes and tightened his fingers around her grip of his hand. When she was done, her voice wavered on the last note and he looked to find tears in her eyes.

"Feel better?" she asked with hope in her voice. Her thought had been for him but the controlled breathing and focus had calmed her. "I'm glad you're beginning to accept who you are."

Bruce flashed her a small smile. "Tasha's working on me. Sometimes through her eyes, I can actually see the person she sees in the Hulk."

"There's no Hulk without Bruce Banner and there's no Bruce Banner without the Hulk. And in a few months time, I'll be getting plenty of practice with that lullaby."

Bruce's eyes widened and he squeezed her hand. "You're… you're pregnant," he said in gentle wonder. "Liss, that's amazing."

Felicity returned his grip and offered him a watery smile. "It is, isn't it."

::: ::: :::

In a darkened basement, miles away

Agent Morse set down her brief case and looked over the assembled men and women. "We've worked for months studying their behavior and interactions. We came too late to study the Avengers, but the government's new legislation allowed us to infiltrate every state's new defensive teams. Captain America's Resistance was not anticipated and it put our first plans for a rallying figure in jeopardy. That plan has now come to unexpected fruition. We have been given a wonderful blessing. Two of our number, undercover with Terra's branch of galactic defense over the past year have captured Captain America."

"Won't the missing scientists raise suspicion. They'll come looking for us," one of the more imposing figures questioned.

Morse gave him an indulgent look and paused before answering, a smirk pulling at her lips as she spoke. "We want them to look. We left only enough evidence to point to possible Hydra connections. Their use of that S.H.I.E.L.D agent to attempt to assassinate Rogers will only lend credibility their discovery. And we want them to search for him." She nodded to the shadows, and a figure wearing a replica of Captain America's suit appeared. His face was not human, until he shifted into form. The smile that was on his face was one that had never graced the real Steve Roger's face.

"As the prophecy says. This planet will be ours. I am ready to serve," he said taking a knee and bowing before the high-ranking S.H.I.E.L.D agent, code named Mockingbird. "My Queen."

After her loyal subjects disbursed, she nodded to the man that had lingered at her wordless request. "You never show me your face anymore," she said with a seductive pout. "I'll admit that his face is very distinguished for a human but I miss you, my General."

The man with aged yet strong looking hands took her green ones from his shoulders. "We must never break. Never assume we are safe. Our vigilance has kept us undetected thus far. It was only the mind wipe of the Fantastic Four that allowed the power and the threat of our kind to go overlooked by MiB. It is my duty to protect you. I implore you, heed my warning, My Queen," he said his voice barely above a whisper. "Never assume they are not watching."

Humbled and chastened, she bowed in gratitude for his wisdom. "May blessings go with you, Har-nak."

The man turned with his head bowed but his black Ray-Bans catching the fluorescent lights as he left. "Thank you, Agent Morse."