Disclaimer: I do not own the X-men or any other Marvel characters. The only thing that is mine is the plot.

A/N: Another six months has passed, and the world, in general, still has no idea that Scott is not the real Captain America. But someone from Captain America's past, threatens to expose him to the rest of the world.


The Makings of a Hero

Chapter.17. – Who Will Wield the Shield?

"Alright, Fury says to keep your eyes open. They're sending a signal up." Wasp says, as she flies next to Yellowjacket.

"What kind of sigWOAH!" Yellowjacket has to swerve to avoid being hit by Scott's optic beam.

"I guess they're down there." He says, leading Wasp down into the forest. "Avengers, lock onto my signal; we found Cap."

As they approach a clearing, they can hear a female voice shouting, "Scott! Scott! Oh God, no! Scott!"

They enter the clearing, to see a redhead in a black bodysuit, kneeling next to Scott, cradling his head in her lap.

"No." Wasp gasps, covering her mouth with her hands.

Yellowjacket runs up to Scott, dropping to his knees beside him. "Oh my God; what happened to him?" He asks, upon seeing his face.

"Please you have to save him." Natalia says, tears pouring down her face.

"I…I don't know." He looks over at Wasp. "Jan, he needs a doctor, fast."

"Then help him, Henry." She says, rooted in place.

"Jan, I'm a biochemist, not a doctor. I know rudimentary first aid; this man is in shock, and bleeding to death." Yellowjacket replies. "Fly back to the base, and get a medical team; tell them the situation. I'll do what I can until you get back."

Without another word, Wasp takes off.

"He stopped breathing!" Natalia shouts.

Yellowjacket returns his attention to Scott. He places his head on his chest listening for a heartbeat, but gets none. "Do you know CPR?" He asks Natalia.

"Yes." She replies.

"Good. You give perform artificial respiration, while I administer chest compressions." Yellowjacket says, waiting for her to lay Scott's head down and get into position. "Go." He says, and watches her give him two breaths, then pull back. He starts pushing down onto Scott chest, to a count of thirty. "Again." He instructs her, and they repeat the process.

On their third try, Iron-Man and Thor land next to them. "Henry, how can I help?" Iron-Man asks.

"Unless you're a doctor, the best thing you can do is go get me one." Henry replies, continuing his chest compressions.

Iron-Man glances over at Thor, and says, "We have no choice."

"I agree." Thor says. He steps forward, bends down on one knee, and stamps Mjolnir's head on the ground once. A blinding flash of light spreads out from the point of contact, and when everyone looks up, Thor is gone, and a human wearing a brown suit and holding a wooden cane is standing in his place.

"Who are you, and where did Thor go?" Natalia asks.

"I am Doctor Donald Blake." The man says, stepping up next to her, and replacing Yellowjacket. "And if you don't mind, I need to busy myself with saving this young man's life."

He leans down and confirms the lack of heart beat. "Stand back." He tells Natalia. He places his cane on Scott's chest, and electricity shoots out of the tip, causing Scott's body to rise up off the ground slightly. He leans back down, and listens again, before repeating the process a second time.

This time, Scott's eye opens and he takes a deep breath.

"Scott!" Natalia shouts, bending over him, and looking in his eye.

Dr. Blake gently pushes her aside, and says, "Please; I'm not done."

As he gets to work on Scott, Yellowjacket says, "We're going to need something to carry him on; he can't be jostled around too much." He looks around, and says, to Iron-Man. "Help me cut down that limb."

Iron-Man looks at the limb, and says, "What for?"

"Just do it."

Iron-Man flies up, and cleanly cuts the limb off the tree, then returns to Yellowjacket.

"Good; now, try to make a straight cut, lengthwise, about a foot long." Yellowjacket says.

Iron-Man starts to understand what he wants, and complies. He then cuts of the rest of the branch off, until Yellowjacket is left there holding a flat piece of wood, twelve inches long, by three inches wide.

He lays it down on the ground, and it starts to grow, until it is big enough to support a human. "There we go." He says. "This should allow us to carry him out of here safely."

"What about him?" Iron-Man asks, indicating Winter Soldier.

"We'll let SHIELD deal with him, unless we have to move Scott before they get here; then we'll think if something." Yellowjacket replies.

Dr. Blake stands up, and taps his cane on the ground, returning to the guise of the thunder god. "I've done all I can, with what I have available to me. He has lost a lot of blood, and needs emergency surgery."

"Will he live?" Natalia asks, still on her knees, next to Scott.

"That, I do not know. He is but a mortal, and therefore is susceptible to mortal injuries. Only time will tell if he can survive this." Thor replies.

He helps Yellojacket gently pick up Scott and lay him of the limb.

"That looks pretty nasty." Iron-Man says, indicating the knife sticking out of Natalia's left shoulder.

"Hunh; what?" She asks, looking at what he's pointing at. "Oh that; whatever. I just want to make sure Scott is okay."

Just then, SHIELD agents enter the clearing, along with Wasp, and a medical team.

As the doctors rush to Scott, and Natalia, the armed soldiers lift up Winter Soldier, and drag his unconscious form away.


The sound of a heart rate monitor is the first thing he hears, followed by voices that he recognizes. He tries to open his eyes, but is only able to open the right one; as something is wrapped tightly over the left one.

He blinks a few times to adjust to the bright lights overhead, and then looks around. He recognizes the medical ward of the SHIELD Helicarrier.

He tries to swallow, and realizes that his throat is parched. He sees a bottle of water on the table next to him, and reaches for it; but finds out that his arms are strapped to the bed.

"Let me get that for you." He hears Fury say. That's when he notices that Fury is sitting in a chair next to his bed. Fury picks up the bottle, un-straps Scott's right arm, and hands him the bottle.

Scott brings the bottle to his lips, and carefully drinks the water; taking small sips, and letting the water sit in his mouth for several seconds before swallowing.

Fury takes the empty bottle from him, and places it back on the table. "Scott…" He starts to say.

"Natalia?" Scott asks. "Is she okay?"

"She's fine; the knife missed all of her vital organs. She had to return to Russia in order to finish rooting out the rest of General Lukin's organization; but she'll be back in a few of days." Fury replies. "She wanted to stay here, with you, but she knew that this had to be done now, or they might go underground, and it'd take years to find them all again."

Scott reaches up to the bandage covering his left eye.

"Don't Scott." Fury says, grabbing his wrist. "I'm sorry, but the eye was damaged beyond repair; there was nothing the doctors could do."

Scott looks over at Fury; more specifically, at the eye patch he wears. "I'll make it work." He says. "When were you going to tell me about Steve Rogers?"

"As soon as he was fully recovered. He only just woke up from his coma two weeks ago, and has been rehabilitating since. That little stunt he pulled to save your life, took everything out of him." Fury replies. "He would like to talk with you later."

"Sure." Scott says, emotionlessly.

He reaches over and un-straps his left hand, rubbing his wrist.

The door bursts open, and several people rush in. "Scott!" Wasp shouts, as she runs up to the side of his bed, and wraps him up in a hug.

Scott returns the hug, as best he can, and says, "Hey Jan."

"I was so worried about you, Scott." She says. He can feel her tears against his neck.

"We all were." Yellowjacket says, standing at the foot of his bed. "You gave us quite a scare there."

Wasp pulls back, and looks at his face closely. "I heard about your eye." She says.

"Jan!" Yellowjacket admonishes her.

"Its okay, Hank; it's not like I can hide it. And the sooner I start dealing with it, the sooner I can move on with my life." Scott says.

"Ah, I don't know how else to say this, so I'll just come out and say it." Iron-Man says, from behind Yellowjacket. "Are you not wearing your insert? Because your other eye looks different."

It's then that Scott realizes that he can't feel the insert. "I guess not." He looks over at Fury. "Sir?"

"Your powers still work fine, Son." Fury replies. "When you were unconscious, and someone opened your eye, they worked; so I'm guessing it's under control now. We can test that later." He turns to the others in the room, and says, "If you don't mind, I'd like to talk to Scott alone."

Iron-Man and Yellowjacket nod, and wave to Scott as they leave; while Wasp gives him one last hug, and a kiss on the cheek before following them.

Once the door closes, Fury turns back to Scott and says, "Come with me."

Scott tries to stand up, but his legs are a little shaky; so Fury reaches out and helps steady him. Once he's steady, Fury leads him out of the room, and down the hall, until they get to a dead end.

"I want to show you something, Son." Fury says, as the wall slides away, revealing a large, dark room beyond.

They walk in, and the wall slides back in place behind them. Scott sees a crescent wall of monitors surrounding a sunken area, with what looks like a bed in the center. In the bed, is a person, but Scott can only see the top of their head, which is covered with wispy white hair.

Fury indicates for Scott to approach the bed, which he carefully does, navigating his way around computer terminals, and cables.

As he steps up to the side of the bed, he finally looks down at the occupant, and his jaw drops. "Colonel?"

Despite the white hair, and the slight beard, the occupant is none other than Nick Fury; but frail and sickly.

"It's really me, Son." The man in the bed says.

Scott looks back at the man standing near the wall, in disbelief.

"That's a Life Model Decoy, or LMD. Just like the one we had placed in Steve Rogers medical bed, when we found out about the attack." The man in the bed says. "I've been using them exclusively, for almost a year now."

"Sir, I don't understand." Scott says, looking back at the bed.

"I'm human, Scott; and an old one at that." Fury says. He sighs, which starts a fit of coughing. When he gets it under control, he looks up at Scott, who is standing there silently, and says, "I have cancer, Son; it's inoperable, and I'm dying."

This shocks Scott out of his silence, "What?"

"I'm dying, Son. The doctors gave me six months to live, about two years ago." Fury replies. "I know I'm not far off; any day now."

"Sir…"

"Scott, listen to me. I brought you here today, because there are several things I need to talk to you about. The first is that, when I die, I don't want some glorified funeral, so politicians can use me to advance their own agendas."

He starts to cough again. "The second is that, all the data in this room, which is my entire private collection, is now yours. The room will only open to your genetic signature, and it contains all the data I've collected over the years; including lists of people who owe me favors, and stuff that can be used to blackmail others. Which ties into the last thing I wanted to tell you."

He covers his mouth with an oxygen mask, and takes several deep breaths. He removes the mask, and says, "While you were in surgery, I had a meeting with the President, and the Joint Chiefs of Staff, informing them that I would be stepping down as the Director of SHIELD, effective immediately, and that I have chosen you as my successor."

"What?" Scott asks, sure that he heard wrong.

"You heard me, Son. And I made sure that you would have no opposition by calling in several favors, and blackmailing a few other people."

"Sir, you can't be serious?" Scott asks, still not believing his ears.

"I'm always serious, Scott; you know that. You 'will' be the next Director of SHIELD." Fury replies.

"But why me, Sir? There must be dozens of more qualified people who you could have chosen over me."

"But none that I trust." Fury says. "I need to know that SHIELD will be in good hands, and not become some bureaucratic side show, completely crippled and unable to do what needs to be done."

"I don't know…"

"To late, Son; it's already done, and you have no say in it. The moment you walked through that door, all control was transferred over to you; SHIELD is in your hands now."

Fury starts to cough, and doesn't stop until he places the mask over his mouth, and takes several deep breaths.

"Do you remember the day I first met you? And Irene was there. Do you remember what she told you?"

"Yeah, something about a shield; a vague reference to me replacing Captain America." Scott replies.

Fury starts to laugh. "She knew you would think that; she even told me as much. But what she said actually had a double meaning. When she came to me, all those years ago, it wasn't only to tell me about Captain America's return, and eventual coma; but to tell me about my own upcoming death, and the steps I would need to take to make sure that SHIELD remained a force for good. Luckily, you were the solution to both problems. So, you can give Steve back his shield now, you have your own to wield."

"Sir, I don't know what to say." Scott says.

"There's nothing to say. Just take care of SHIELD, and do the job you were born to do." Fury replies. "I'm proud of you, Son."


Three weeks later, on the deck of the SHIELD Helicarrier, Scott stands before a small group of people, a bandage still covering his left eye, and an urn containing the remains of Nick Fury in his hands.

He looks out over the gathering, some people he recognizes, most he doesn't, but all of them waiting silently for him to speak.

He clears his throat, and says, "We are gathered here today to pay our respects to Colonel Nicholas Fury; a legend among men." He pauses. "Many of you may have attended the funeral for him earlier today, and saw his body buried in Arlington National Cemetery. But if you're here then you know how paranoid Colonel Fury was. He didn't want anyone to be able to defile his body, or use his DNA, or resurrect him; so he left me specific instructions to bury one of his LMD's in his grave, and have his 'real' remains cremated." Scott holds up the urn.

"He then asked that I gather you all here, to let you know that each and every one of you held a special place in his heart; and yes, he did have a heart." Scott says, causing most people to laugh, and relieving some of the tension.

"He was a hard man to like, and an even harder man to love. He was demanding, and rarely let anyone see his true self. But deep down, he truly cared. Take it from me; he was the closest thing I had to a father. He took me in when I was a lost and confused fifteen year old, and gave me the opportunity to become the man that I am today."

He looks out over the gathering. "I'm sure I'm not the first person that he's done that for; I'm sure some of you have a story very similar to mine." Scott notices several people nodding their heads.

"Anyways, he didn't want anyone making any long sappy speeches; so I'll just get to the conclusion." Scott says walking over to the edge of the Helicarrier.

Scott stands at attention and salutes, so do many of people gathered behind him. He removes the top of the urn, and pours Fury's ashes over the edge, where they are blown away by the wind, and carried out over the Atlantic.

Scott remains standing there, while everyone else slowly leaves; either through their own power, or by making their way down to the flight deck, and their waiting transport.

Eventually, once everyone is gone, Natalia walks over to him, and places a hand on his shoulder.

Scott glances over at her, and then back at the urn still in his hands. "Good-bye, Nick." He says, letting the urn drop over the edge.

He turns to face her, looking down at her left arm, which is still in a sling because of the stab wound to her shoulder.

"We make quite a pair; don't we?" She says, making him look up at her. "This is the first time we're been alone together since the island."

"About what I said that day; I thought I was going to die, and I just wanted you to know how I felt. I don't expect you to…" Scott starts to say.

She shuts him up by using her right arm to pull him into a kiss. When she pulls back, keeping her arm wrapped around his neck, she says, "I never stopped loving you either, Scott. I don't care about anything that happened in the last year and a half; I just want to be with you again."

She pulls him into another kiss, which he returns with equal passion.


A/N: That's it for this chapter, hope you enjoyed it. Reviews are always appreciated.

In the next chapter: We've reached the end of this story; the only thing left is the epilogue.

Text in *Italics* represent thoughts.