October, 1962

S.H.I.E.L.D. Headquarters

Camp Lehigh, New Jersey

"I fucking hate Nazis," I announced as I threw open Howard's office door, not bothering to stop it from hitting the wall.

Howard, being the one startled for once, lost the papers he had been holding and skittered away like a scared cat, only stopping once his back hit the bookshelves behind his desk.

"The war has been over for 17 years," I continued, dumping my bag and coat onto one of the armchairs while I made a beeline for the wet bar. "I mean, fucking let it go already. You lost the goddamned war, the whole world knows you're twisted fucks, just get over it! Because if I have to drag my ass all the way to fucking Switzerland one more time and the bastard kills himself because he'd rather die than talk, I am going to lose my ever-loving mind. I swear to the gods, Howard."

The genius watched quietly as I poured a glass of whiskey to the brim, silently calculating just how much said glass cost. "I take it the mission didn't go well?" he asked, edging himself away from the bookshelf as casually as possible.

I let out a snort and took a gulp. "That's an understatement," I told him, "I don't know how, but someone tipped him off and he blew his brains out in his bathroom. The whole thing looked like a Jackson Pollock painting. It was disgusting."

Howard grimaced as he bent down to pick up his scattered papers. "Do you know who it could have been?"

"I have not a fucking clue and I am not pleased," I admitted before taking another gulp. "Despite being cowards, they stick together. Watch each other's backs. Someone might have spotted me in town and tipped him off."

"Maybe you should dye your hair?"

I let out a snort and rolled my eyes. "I'm not going to be part of your redhead fetish, Howie," I denied. "That was my last lead on Schmidt."

"We'll find another lead, El. We've got our agents in the CIA, FBI, Interpol, MI6, and the Chinese Secret Service looking into it. The man is a psychopath, there's bound to be somebody he's worked with that will be willing to talk."

"Somebody he's left alive you mean," I corrected, refilling what I'd drank from the glass and shuffling over to drop down into the other chair. "Howie, I'm tired of this bullshit. Even with all our resources we can't find one fucking Nazi? I mean, what the hell is S.H.I.E.L.D. for if we can't find a Nazi?"

"It's the Strategic Homeland-"

"I am not saying the whole fucking name when I just wanted to name it Shield," I interrupted him pointedly. "Strategic Homeland Intervention, Enforcement and Logistics Division makes no sense and I refuse to call us that."

Howard deflated slightly and gave me a disappointed look. "All of the big organizations have acronyms," he defended. "No one was going to take us seriously if we were just Shield."

I pulled a face at him as I sipped my drink. "I fucking hate Nazis."

"I know, EL," he sighed, stepping around his desk towards me. "Listen, I know this hasn't gone the way you've expected," he started, crouching down in front of me, "but anything rarely does. All that matters is that we don't give up. The minute we give up is the minute they win. Hydra and all the other bullshit we're dealing with right now, if we don't keep pushing forward then they win."

I considered that for a moment before taking a gulp. "You know, it's getting a little pathetic how many pep talks you've given me over the years," I mused. "That says a lot about my mental state. I don't...I should probably get a therapist."

He gave a small shrug. "The first step to recovery is admitting you have a problem."

I cocked my head to the side. "Isn't that from AA?"

"I've dabbled in self-help."

"That's surprisingly progressive of you, Howie."

"I'm a surprisingly progressive man," he said, clapping his hands against my knees before standing up. "Do you want me to look into it for you? Give you a couple of options?"

I considered it for a moment and shook my head. "Between missions and everything else I doubt I'm going to have time to see anyone regularly. I don't think it works unless it's consistent."

"Take some time off then," he suggested offhandedly. "Or stay local for longer than a few days. You don't have to go gallivanting halfway across the world to get shit done, you know?"

"Gallivanting?"

"Gallivanting."

I sighed and drained half the glass. "It has been a while since I've been home," I allowed. "I owe several people visits. Graves, too."

"So there you go," Howard shrugged with a smile. "You get some R&R and I don't have to put you on mandatory leave."

I huffed out a laugh. "You don't have the authority to do that."

"Director."

"Senior Director," I countered. "You gave me that title as a joke but I'm going to take full advantage of it."

"I knew that was going to bite me in the ass eventually," he muttered, shaking his head and moving back to his desk. "Go on, run off to Brooklyn and get some sleep. I'll have Jarvis bring over anything important, but till then just take your time, alright? Hey, why don't you finally get started on that research you've been lugging around in that briefcase?"

I glanced to said briefcase and gave a small hum. "I hate when you're right. Fine. You'll let me know if anything comes up, right? You'll answer my desk phone? Forward my mail?"

Howard nodded and waved me towards the door. "Yes, yes, I'll do all of that. I know what'll happen if I don't. Now scoot."

With a sigh I gathered my things and walked over to kiss Howard on the cheek. "I love you, Howie."

"I love you too, El," he said with a smile, watching me as I left his office, closing the door far more carefully than I had opened it.

~/\~

~\/~

Eleanor's Brownstone

Brooklyn, New York

Waking up in my own bed was the closest thing to a religious experience I've had since my honeymoon. Even if it was the screeching of my phone that woke me. Telling myself 'if it's important they'll call back' I let it ring through and waited. A frustrated groan left me when it started up once more. Marching down the hall and into the living room, I snatched the receiver off the cradle.

"Good morning, Howard."

"How did you know it was me?"

"Who else has this number?" I countered as I shuffled towards the kitchen, silently thanking Howard for installing a phone with an extra-long cord. "Though I did think you wouldn't call me unless the world was ending."

"It's certainly early enough for the world to be ending. How much sleep did you get? I got three hours."

"I beat you by one," I told him, shouldering open the door and heading straight for the coffee maker. "I can't remember the last time I slept that well."

"It's amazing what being home will do, huh?"

I hummed in agreement and got the machine brewing, cocking a hip against the counter to wait. "I suppose if I was here everyday it wouldn't feel as special," I mused, eyeing the neglected corners of my kitchen. "Do you think that's why rich people have summer houses?"

"You're probably right but who can say for sure? I mean, you and I have more than one house for different reasons."

I nodded my head to the side. "I guess mine would be classified more as safe houses than just houses. And you have vacation homes."

"That I do. Though I don't use them as much as I'd like."

"And I use mine too often. Wanna switch places?"

He let out an unamused snort. "I know what you do in those safe houses, so I think I'll pass. Is your coffee ready yet?"

I glanced down at the carafe. "Still brewing."

"Remind me to build you a better coffee maker."

"My coffee maker is just fine, Howard," I dismissed, reaching up into the cupboard to grab my mug, the hand painted one with 'Motherfucker in Charge' across the front. It had been a present from Dum Dum and it was my favorite. "Though if I need coffee for this conversation I'm pretty sure I don't want to have it."

"I'm pretty sure you don't either."

"Well, now that I know I'll hate it you might as well tell me," I reasoned. "No amount of coffee is going to stop predisposition."

"I had a more eloquent approach to this, you know? I just want you to keep that in mind."

"Duly noted and applauded. Continue."

"First, did you get a chance to read through those research papers? From the British kid?"

That was not where I was expecting him to take this. "You mean Charles Xavier?"

"Is he the one who's obsessed with mutations?"

"Yes."

"Then yes, Charles Xavier's papers."

I narrowed my eyes at the floor. "I read them, why?"

"Because I just got a call from Agent Levene. Apparently, Xavier is being brought in by Agent MacTaggart to give a lecture to McCone and Stryker on the existence of Mutants."

His words circled through my head a few times before they clicked into recognition. "Why...why did Agent MacTaggart feel the need to hold this lecture?"

"Levene said that the original report filed by MacTaggart was buried but he told me the gist of it. They were doing surveillance at the Hellfire Club and she went in alone when she recognized Colonel Hendry. According to Levene, MacTaggart claims to have seen a man disappear and a woman turn into diamond? Crystal? She wasn't really sure, but the main point is that no one believes her. My guess is that she tracked down Xavier when she started to seriously lose credibility and wanted to save some of her reputation," he explained with a sigh. "He said he would have called sooner if he thought she would take it this far."

"Never underestimate what a woman is willing to do to prove herself right," I told him, scrubbing a hand across my eyes. "Why were they running surveillance on the Hellfire Club anyway?"

"They've been following Colonel Hendry for a while now, but they were mostly hoping to catch him with his contact Sebastian Shaw."

I fumbled my mug and barely got it on the counter without dropping it. "Sebastian Shaw? That's-"

"Yeah, one of Schmidt's aliases," he interrupted with a sigh. "I already read Levene the riot act for calling that part in sooner, but he said he wanted to make sure it was actually him before getting you involved. Apparently, he doesn't want to disappoint you."

I pulled in a calming breath and let it out slowly. "So the CIA is aware of Schmidt?"

"They're aware of Sebastian Shaw," he answered. "He's been getting involved in some shady shit. Colonel Hendry for example, and it caught their attention. They don't know he's a Nazi or a Mutant."

I shook my head. "We can't let the CIA take lead on this. He's going to tear them apart."

"Which is why I want to go to the meeting. See how far MacTaggart is going to take this and if we need to step in. If not? Great. But if we do then make the call."

"What time do I have to be there?"

"10."

I blanched at that and looked to the clock on the wall. "Howard, it's a four hour drive!" I snapped. "I have half an hour to get ready!"

"You better make that coffee to go then, huh?"

~/\~

~\/~

CIA Headquarters

Langley, Virginia

I have never resonated so much with Maleficent before in my life. Showing up somewhere you know you're wanted and not caring? Amazing. Seeing the looks on Director McCone and Agent Stryker's faces when I walked through the door? Euphoric. The cup of coffee I had Agent Levene get me out of spite? Disgusting. I will never understand, what with the millions of dollars funded to them, that the CIA managed to have the shittiest coffee of all government organizations. The black sludge left a grainy residue on the inside of the mug as I drained the last of it, silently praying to whoever was listening that it, at the very least, kept me awake.

Charles Xavier had been lecturing on the existence of Mutants in the Human population for over an hour now, and if I hadn't of read his papers last night it all would have gone over my head. While I found it all fascinating and had compiled a list of questions I had for him, I found myself constantly distracted by the fact that he smelled heavily non-Human. Him and Rave Stockholm. I shouldn't have been so surprised, I mean, who else would dedicate their lives to the study of genetic mutations other than a Mutant? Now it was just a question of what kind of Mutants were they?

"The advent of nuclear age may have accelerated the mutation process. Individuals with extraordinary abilities may already be among us," Charles finished, clicking off the projector as he took his seat. "Thank you."

McCone shot both Stryker and I looks before turning to Moira. "MacTaggart, you really think that some crackpot scientist is gonna make me believe in sparkly dames and vanishing men?" he demanded. "You just bought yourself a one-way ticket back to the typing pool This meeting is over."

I grimaced at that but held my tongue, moderately pleased with the shitty outcome. I'd offer her a job once we were alone.

MacTaggart, surprisingly resigned to her fate, nodded and got up from the table.

Charles looked less than resigned as he held a hand up. "Uh, please sit down, Agent MacTaggart," he implored with an encouraging smile before addressing McCone. "I didn't really expect you to believe me, given that all you could think about during my presentation was what sort of pit they were serving in the commissary. It's apple pecan, by the way."

And he's a Telepath. Isn't that nice?

"I haven't been entirely honest with you, love, I'm sorry," he apologized to a shocked MacTaggart. "You see, one of the many spectacular things my mutation allows me to do is that I can read your mind."

Stryker seemed utterly amused by the whole thing. "I've seen this before in a magic show," she stated with a huff. "Are you gonna ask us to think of a number between one and ten now?"

Charles barked out a laugh. "No, Agent Stryker. Although, I could ask you about your son, William, who you were thinking about, which is very nice. But I think I'd rather ask you about the Jupiter missiles America are currently placing in Turkey."

Jesus fucking Christ.

"He's a goddamn spy," McCone stated, looking accusingly at MacTaggart. "You brought a goddamned spy into this facility!" he yelled as he grabbed the receiver and started dialing.

"I did not!"

Their voices grew in volume as they argued and the urge to just walk out was becoming more and more tempting. That is, until Raven stood from her seat and shape-shifted into William Stryker.

"Holy shit," I head myself saying to the completely silent room.

Charles' glare lessened for a moment as he shot me a glance before looking back to McCone and Stryker. "How's that for a magic trick?"

Imitation William Stryker disappeared and a blue skinned, red haired Raven remained, her posture one of fearlessness and done-with-this-shit.

Agent Lancet, who had been sitting in the back of the room the whole lecture, spoke up for the first time. "Best I've ever seen."

His statement broke the others of their shock and McCone's fury resurfaced.

"I want them out of here," he stated, pointing to Charles and Raven, "and locked down until I can figure out what to do."

"My facilities off-site," Lancet offered. "I'll take 'em."

"I don't think-"

"McCone," I interrupted, giving him a pointed look, "if Agent Lancet doesn't take them, I will."

The threat wasn't lost on him and he thought better of arguing. With a frustrated sign he slammed the receiver back into the cradle and sat back in his chair. "Fine. Fine. But I want to be updated every half hour. Every half hour till I decide what to do."

With that permission granted they moved quickly, gathering up slides and papers before following Agent Lancet out of the room. Thier want to be out of the room understood by everyone.

McCone moved first, getting up from his chair to loom over the table, his eyes locked on me. "Did you know about this? Is that why you're here?" he demanded.

I scoffed and stood from my seat, squaring off with him. "It would have been a lot worse if I knew," I told him. "I would have shown her pictures from your vacation to Italy. Instead of turning into Stryker it would have been you in a speedo."

He back away at that, his lip curling in a sneer. "I want you out of the building."

"That makes two of us. Have a nice day, Director," I said with a sneer of my own before sidestepping the table and heading out the door. My first thought once I cleared the hallway was to find a phone to call Howard, but the realization that I didn't know where Lancet's Division X was located had me hoofing it to the parking garage.

Speeding down the hallway in the least suspicious way possible, I kept my eyes locked on the elevators. It wasn't till everything went deathly quiet that I stopped in my tracks. Backtracking down the hallway I stepped into the bullpen and found myself in a Twilight Zone episode. Phones rang and fazes printed but nobody moved a muscle, all standing in positions that looked uncomfortably unnatural.

"What the absolute hell?" I asked, hesitating for a moment before stepping into the sea of cubicles. "Is this a regular thing at the CIA? Cause if it is I'm coming here more often."

Nobody answered me.

I hummed to myself as I saddled up tot he closest desk, leaning over to peer into the frozen Agent's face. "Anybody home?" I asked, waving my hand in front of his face. When he didn't respond I pursed my lips and cocked my hip against the side of the desk. Leaning past them I grabbed the phone and punched in Howard's number, tapping a foot impatiently as I listened to it ring.

"Are you calling to tell me that you've taken over the CIA?"

My eyebrows shot up in surprise. "How did you know it was me?"

"Honestly, I didn't," he admitted. "I've been answering the phone like that since the meeting started."

"Did anybody answer in the positive?"

"Thankfully no, but I'm kind of hoping you will."

I shook my head as I glanced around the bullpin. "No, but something far more unbelievable has happened."

"What's that?"

"Well," I started, thinking on how to explain it, "is anyone in the office frozen? Not ice-frozen, but, paused-the-movie kind of frozen?"

He was silent for a solid half minute. "El, did they slip you something in your coffee?"

I rolled my eyes. "No, Howard, I'm serious. I'm currently standing in one of the bullpins and everyone is frozen. It looks like someone hit a literal pause button. I was just wondering if it was widespread or just localized."

"Sadly everyone here is moving at normal speed, so I think it's safe to say that it's localized."

"Well that complicates things a little," I muttered, pursing my lips as I stared at the frozen Agent in front of me. "Okay, I'm going to hang up before the play button gets pushed and I just show up on this poor man's desk out of thin air."

"Wait, what's going-"

"I'll have Levene call you with a debrief," I interrupted him, reaching back across the desk to hang up. "I just have to find him," I muttered, sliding off the desk and skirting around the other frozen agents.

"Please don't be alarmed."

I startled and spun around to look at the Agent who had spoken, the man still stock still but his face lax. "Hard not to be," I said on the off chance that he could hear me. "What did you do?"

The Agent's head turned towards me and smiled. "Nothing dangerous, I promise, darling," he answered. "It's good isn't it?"

"It's disturbing," I corrected. "Why did you feel the need to do it?"

"I'm buying us time. During the meeting I couldn't get a read on you, which while rare, wasn't surprising. You don't seem like the type of person to let a stranger into their head, even if it's for a conversation."

"I'm not the type," I agreed. "Why would you want to get in my head anyway?"

The Agent chuckled. "Because I know what you are and I was curious."

"Oh? And what am I?"

"A Mutant," he stated without hesitation.

I wasn't surprised that he had known, there seemed to be a type of feeling our kind got when we were around each other. I have begun to wonder if it was a survival instinct, knowing who your kind were.

"Listen, darling, I don't want to start any trouble. You see, while I couldn't get a read on you, I was, however, able to get a read on Agent Levene. The man spent most of the lecture wondering if you were going to fire him for not telling him about this Sebastian Shaw fellow. Something I found odd considering that McCone is his boss, but that's not really my business."

"None of this is really your business," I told him. "You're a civilian inserting yourself into a government operation. That's usually not encouraged."

"Yes, but I'm no ordinary civilian am I?"

I shook my head with a sigh. "You didn't do all this for a conversation."

"No, no I didn't. I did it to extend an invitation."

"To what? A Mutant slumber party?"

The Agent chuckled. "An invitation to take down Shaw. If you're interested, meet us on the third level of the parking garage."

"I don't really have much choice, do I?" I asked, but the Agent's face was frozen again. With a frustrated sigh I took off across the room to Levene's desk, snatching up the notepad and pencil to leave a 'call Uncle Howard' note on his keyboard, before running back across the room to the stairway. Throwing yourself almost full tilt down any kind of stairs is never a good idea, especially when you could move faster than normal people, but it sure was a hell of a way to get somewhere quickly. Barely managing to keep myself from slamming from slamming face first into the 3rd floor garage door, I pushed through it at a stride. My boots echoed off the walls as I made my way towards the idling car a few yards away. The back door opened, and the smiling face of Raven Stockholm greeted me.

"Thank you," I said as I climbed in, pulling it closed after me. "MacTaggart, if anything happens to my car while we're gone, I'm going to flip my wig, understand?"

Our eyes caught in the rear view mirror as she nodded. "Yes, Director."

"Good," I sighed, looking to the others. "Now, what's the plan."

~/\~

~\/~

Ronald Reagan Washington National Airport

Arlington, Virginia

"The Coast Guard! She wanted to call in the fucking Coast Guard!" I exclaimed through the receiver, my hand still firmly planted on the phonebooth folding door to keep Agent MacTaggart out, her frantic knocking starting to become annoying. "There is no way in Hel that I'm going to let them anywhere near this. So I need you to get one of our boats-"

"Ships."

"What?"

"They're ships, not boats."

I looked to MacTaggart as if she was in on the joke. "I don't give a fuck, Howard! I am not losing another lead on Schmidt, so get a stealth unit mobilized in Florida now. I'm pulling rank on the CIA and it's not going to mean anything if I can't back it up."

"I've already put the order through," he stated without that typical smug tone of his. "But listen, El, how are you going to handle this? I know you've been working on that whole mind control thing you've got going on, but I didn't think you were ready for something like this."

I grimaced at that particular ever-constant doubt. "It should be fine as long as I can touch him."

"And if you can't touch him?"

I opted not to answer him, instead looking past MacTaggart to where the others were waiting in the terminal. "I'll call when it's over. I have a feeling that we'll end up in Division X, but I'll let you know."

"Be careful, El. You know I can't run the whole world by myself."

"You can't even run it with my help," I quipped with a quick laugh. "I'll talk to you later. I love you."

"El, please-"

I struggled not to slam the receiver as I hung up, knowing whatever he was going to say would throw me into a spiral of doubt and self-preservation. I cleared my throat and turned back to the door, shooing MacTaggart back before sliding it open. "The CIA really doesn't understand the concept of a private conversation, does it?" I asked as I stepped out.

Her anxious eyes got impossibly wider. "You didn't tell McCone what-"

"Like I'd tell that jackass anything," I interrupted with a scoff, stepping around her to head back to the others. "I was just letting S.H.I.E.L.D. know that we're taking over the operation."

She hurried after me. "Taking over? What do you mean?"

"No offense to the CIA, but S.H.I.E.L.D. was founded because of situations like this. You've never dealt with Mutants before and trust me when I saw that you've never seen anything like Sebastian Shaw before."

"Wait. How much do you know about Sebastian Shaw? How much do you know about Mutants?"

"Come on, MacTaggart, you know I know everything about everything," I dismissed, once again reminding myself to keep my mental walls up as we got closer to the Telepath. The last thing I needed was for Charles to go snooping where he didn't belong and freak MacTaggart out more than she already was. "It's easier to just go with it. If I told you I'd have to-"

"Let me guess, you'd have to kill me," she finished with a bitter laugh.

I paused to look back at her. "That's a real thing. You shouldn't joke about that."

All teasing drained from her face and her eyes widened again. "What?"

"Don't 'what' me, you work the CIA, you know how things are."

MacTaggart blinked owlishly after me. "I don't-I don't get involved in that sort of-"

"I know you don't," I interrupted again, "which is why I'm taking over. I know you don't have a lot of field work experience and this is one hell of an operation to cut your teeth on. I just want to make sure that we'll get to go home at the end of the day."

"You think I"m going to get people killed?"

"We all get people killed eventually, I'm just making sure that you're 'eventually' isn't tonight."

Her anger morphed into something closer to confliction. "That's really..."

"I know," I told her with a small smile. "Don't worry. I'll handle everything."

Her impulse to argue showed on her face but she managed to hold it back, choosing to nod quickly instead.

Pleased that we were past the moment of panic, I gave her a nod of my own and turned back around. "Alright everyone, get your stuff!" I announced, clapping my hands together like an enthusiastic tour guide. "We've got a plane to catch."

~/\~

~\/~

So I'm back!

Still emotionally distraught over how Endgame ended and I'm going to fix it eventually.

Still 100% hate the movie X-Men: First Class and really wish it had been better written, so I'm going to do my best to make it somewhat coherent with my plot.

If I miss something that I set up in earlier chapters that you clever people catch, will you please let me know? I've got some tie-ins lined up but help a sister out?

Let me know what you guys think!

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