[A/N]: I changed Quinn's outfit from a t-shirt to a sweater to fill in a small plot hole. All will be revealed soon! *wiggles eyebrows* Don't forget to comment, I want to hear what you think!


[Steve]

Where is everyone? Silent reigns in the still air, only broken by my movements. I carefully descended the metal steps, my footsteps echoing lightly in the metal coated hall. Everything is metal, it is cold, hard, unforgiving. She's down here somewhere; I know it. I am alone in the HYDRA base, just me versus the Red Skull, no Howling Commandos to back me up. It doesn't matter, I will find her no matter what happens. Schmidt has Peggy, and I have to rescue her before it's too late. Suddenly, I'm at the end of the long hallway with no recollection of ever walking there.

My fingertips meet the slick surface of the polished doorknob. The door swings open with the lightest of touches. Unlocked. I creep into the room, wielding my shield and poised for any threat. There is none. The room is dark, the same metal walls and floors as everything else in this building, but it is empty. The corners are shrouded in darkness, the room dim, even for my super enhanced eyesight. My shadow flickers across the floor, the stream of light from the hallway slinking across the floor, diminishing, as the door slams shut behind me sharply.

The sound reverberates in the stillness, the darkness, the chilling coldness that has crept into the room. I stumble around, trying to find something, anything, to hold to get my bearings in this obscure, caliginous room. There is a burst of blue from behind me and I turn sharply on my heel to see the Tesseract glowing on a table in the center of the room, casting wavering, quivering, pale sapphire light in the room. Blinking against the sudden brightness, I continue my search.

A movement in the corner of the room catches my eye. Fear grips me as I freeze for a second, seeing the thin, pale figure of a woman slumped against the wall, what appears to be chains around her wrists. I inch closer. Peggy, it's her, I've found her.

"Peggy?" My hoarse voice cracks as I kneel in front of her. Her head is down, ringlets tumbling in a curtain in front of her face. Her hair is longer than I remember. And darker. She says nothing, does nothing.

"I'm here, I'll get you out. It's over. Please, look at me." I plead. Suddenly, her head snaps up, pale lips parting slightly as her face is bathed in blue light. Silver meets blue.

"Quinn?" I ask, shocked. The air is now biting, freezing.

Her mouth opens like she's going to talk, but she says nothing. A gurgling erupts from her throat as her eyes sink in, become empty, lifeless. Her hair falls out, lightens in color, hangs greasy and limp from her scalp. A shriek, excruciating and piercing, slices through the air harshly like a knife, I watch in horror as Quinn's once flawless skin begins to rot away, graying and decaying until I can see tendons sticking out of her scabby skin, muscles peeking out.

Black, tar like goo begins to drip out of her mouth as her teeth lengthen, sharpen. Her mouth twists into a smile, the skin stretching tautly as she grins. No, not she. It. Her frame sags, bones cracking and shifting, legs disappearing as four new arms emerge, long nails scratching the floor as if it were a chalkboard.

The last thing I see is the creature lashing out towards me, the chains now gone. My shield is in my hand, but it is useless, clattering to the floor as my arms lock in place, unable to move. My feet stick to the floor, held by an invisible force. I feel hot, rotten breath on my skin, a contrast from the freezing room, and then-

Ice. Nothing exists besides the coldness, burning my skin like fire, dragging me deeper, deeper. My mouth fills with water as I cry out, the liquid invading my lungs. Choking, suffocating, no light, being oppressed by the coldness, the ice, the frigid, glacial water cutting straight to my bones. I slowly stopped struggling. It was useless. I was going to die. My thoughts blurred as I sank lower, lower. Then nothingness.

I never got to say goodbye to the world I once lived in.
-

Gasping for air, I shot up in bed as a cold sweat erupted on my skin, chilling me. The palms of my hands pressed into my eyes as I crouched over with my elbows resting on my knees, taking deep breaths as I shivered. I could still feel the icy water of the ocean seeping into my bones, my very being, as my lungs desperately burned for air and the light slowly faded.

For lack of something better to do; I was positive I wasn't going to be able to sleep; I slowly raised myself from my twisted covers and dressed in jeans and a white t-shirt before making my way up to the roof. I took the stairs, climbing at least thirty stories before I even felt the side effects of the rigorous climbing. A perk to being a super soldier, I guess. The howling wind swirled around me as I opened the door at the top of the stairwell and stepped onto the roof, leaving it cracked behind me incase I got locked out. Piles of slush clumped in the corners of the roof as I trudged to the railing,

Goosebumps prickled on my skin as my hands met the frigid metal of the railing separating me from the roof and the open air. Lights that studded the S.H.I.E.L.D. compound glowed brightly through the darkness, bathing me in a yellow haze as I watched a few agents and guards scurry around outside, looking like ants scavenging for food.

"Couldn't sleep?" A voice rang from behind me, causing me to jump and turn, body tensing as I immediately surveyed the area for a threat. My body slowly relaxed as Quinn materialized out of the darkness, wearing gray, cloth shorts and a slightly baggy blue sweater. She wore tattered, red sneakers that had seen far better days. My eyes lingered on her shoulder for a second on the dark red stain that had dried there. The cut from her dagger. The one she got while saving me from the demon.

What is this, the second time she's saved my life in three days?

"The same question goes for you." I said, turning back to the railing. Out of the corner of my eye, I saw Quinn lean against the railing, too, pale skin glowing in the darkness.

"Nightmares." She stated, not looking at me. I wasn't sure whether she meant that she had nightmares or that I had them. I assumed both.

I tilted my head to the side as I observed her. Her arms were casually folded against the freezing metal bars, her loose, dark ringlets ruffling as the wind blew, my sensitive sense of smell picking up her spicy scent as the breeze carried it to me.

"Aren't you cold?" I asked her, observing the goose bumps rising on her skin. It was freezing outside, especially on the roof, and she was just wearing a sweater and shorts.

"Always." Her voice was barely above a whisper, a cloud of white vapor swirling in the air from her breath. I had a feeling she didn't know I could hear that. Her fingers wrapped around the bars, clenching almost imperceptibly. "Aren't you cold?" She said, louder, observing my thin shirt. "Or does Captain America not get cold?"

"I mean, I do." I stuttered, catching my mistake as I felt her eyes shift to me. Her words reverberated in my mind. Always. Always freezing, always feeling suffocated by an ocean of icy waves, drowning in my own body, in my own mind.

Silence permeated the air as we stood there, the only sounds coming from a few agents below. I stared straight ahead as I fought the urge to look at her, her silver gaze burning into me.

"What's your favorite color?" I asked suddenly, immediately regretting the words as soon as they left my mouth, warmth spreading lightly across my cheeks.

Quickly glancing over, I saw that one of her eyebrows was raised, a small smirk of amusement tugging at the corners of her lips as she muttered, "What is this, Twenty Questions?"

Now it was my turn to raise an eyebrow in confusion. "What's that?"

"It's a game...never mind." Her fingers lightly drummed against the frost slickened railing as a moment of silence washed over us. "Blue." Quinn murmured as the moon emerged from its curtain of clouds, drenching us in its silvery glow, ice crystals glimmering in the moonlight.

She looked up to meet my eyes, an unreadable expression on her face. The moonlight hit her face, causing her eyes to blaze silver, pearly skin illuminating in the darkness. The breath caught in my throat as for a second, I forgot how to breathe. She looked ethereal as her eyes flitted across my face, as if searching for something.

"What's yours?" She inquired softly.

My what? Oh, favorite color.

"Green." I answered. But now I'm thinking of changing it to silver.

"Really? So America's poster boy doesn't like red, white or blue?"

"I used to like red. But that was before..." I trailed off, unsure of what to say as I looked up at the sky. The moon shone brightly, but no stars pierced the veil of darkness shrouding us, the bright lights of the compound washing out the pinpricks of light trillions of miles away.

It was somewhat comforting knowing that even though I can't see the stars, the stars can still see me. Maybe, just maybe, my friends and fallen comrades were up there somewhere, just like they were seventy years ago, watching over me patiently. Just like I watched over them as they died. A shudder ran through me, the whistling wind sounding too much like the wind in the mountains, where Bucky...

"Before you realized just how red blood is." Quinn whispered.

"And then after that, it's the only color that you can see. The brightest color there is."

A sense of understanding passed between us, something unspoken that was there but if you tried to put it into words would vanish, be blown away in the bitter breeze.

"Has Stark told you my story yet? How I ended up...here?" I asked, unsure of how to describe what here really meant. Same world, same city, same stars and sky, but different. My past is an echo to the new world, my world died seventy years ago after the war. But to me, it is as vivid and alive as it was just a few short years ago, when it happened.

Out of the corner of my eye, I saw her slowly shake her head no.

"I fought and lived seventy years ago, during World War II. I enlisted in the army at least five times, but didn't make it in. I was asthmatic, frail. But then, by some twist of fate, I became Captain America. I was offered a chance, and I took it. The man that made me what I am today, who I am, died after that. He was murdered."

My eyes traveled down to my hands, the same hands that couldn't save one of the best men I've ever met, Professor Erskine. The hands that fisted into the HYDRA agent's shirt as his mouth frothed, his eyes rolled back to the whites as he committed suicide.

"I began fighting against HYDRA, the former Nazi radical group led by a man named Schmidt that wanted to control the world, by killing most of the people in it."

The Red Skull's face flashed in my mind, cruel and harshly chiseled. His face as it glowed in the blue iridescence of the Tesseract. His face as the raw energy and power consumed him, hurtling him into the depths of space. The plane, blazing towards the icy, desolate terrain below. The needle of the compass clicking as it shook on the control panel of the heavy, metal contraption that I would die in, a faded photo of Peggy stuck in its glass face. My words echoed in my head.

I've gotta put her In the water! Peggy, this is my choice!

Then her wavering voice, fighting back tears.

"Just be there."

I wasn't. A lump rose in my throat.

"I ended up crashing a plane full of bombs into the ocean. I thought- I knew that I was going to die. The nest thing I know, I'm in the twenty first century. All of my friends, family, dead." My voice broke slightly as I regained my composure.

I've talked about this before, talked about it to the team, even to therapists that Director Fury assigned the team after the Battle of New York. I thought, surely, that I could talk to Quinn without falling back into the darkness that had consumed my mind, that the Avengers had slowly but surely started pulling me out of. But now, talking to Quinn, I feel more raw than ever before.

Why am I even telling her this? I asked myself. Because somehow, I know she understands. She's the only one who can understand this so far without even having to say a word. How I knew this, I have no idea. But it was there, quietly hanging in the air.

She turned, her eyes burning into me. "The moment when you don't know who you were in the first place, if you have become your label or if your label has become you. Steve Rogers, Captain America. Quinn, the Phantom. What does it matter if you don't even know?" She murmured.

Startled, I glanced at her. How did she know how to say what I've been struggling to even verbalize to myself? To make sense of?

Our eyes locked, and something steely was in her gaze, razor sharp and hidden. Pain? Her eyes flitted away from mine and when they met again, the expression was gone, replaced by her usual stony features.

"Goodnight." Her voice broke the connection as she turned on her heel and glided across the roof soundlessly, opening the door and sliding inside.

Turning back to the sky, all thoughts of my past had been pushed to the back of my mind which was now plagued by Quinn. For a brief moment, I had seen Quinn, the real her. The stoic, porcelain and perfectly smooth mask of the Phantom had cracked a tiny bit, a piece of the glossy surface chipped away, revealing the skin underneath. A split second of emotion flaring in her eyes told me all I needed to know.

Somehow, deep down, we vaguely understood each other's pain. The walls around both of us had crumbled slightly, scuffed lightly at its edges. Now, I just have to keep her from building them up again. I want to see past the Phantom, I want to see Quinn.

My spirits lifted slightly as I realized there was someone that could relate to my inner turmoil, see past the shield as I caught a glimpse past her hood.

"Aren't you cold?"

"Always."

Someone who knew what being truly cold felt like. We were two people, both lost. Both frozen.

But I was melting.