Prologue

"The hero is the one who kindles a great light in the world, who sets up blazing torches in the dark streets of life for men to see by. The saint is the man who walks through the dark paths of life, himself a light." ~ Felix Adler

Edwards Air Force Base, June 1987

I could not have asked for a more beautiful day than that of June twenty-second, 1987. I arose to the usual sound of my alarm clock at 0600 and was greeted by rays of an early summer sun shining down on the picturesque form with which I shared my bed. Captain Carol Susan Jane Danvers, a woman with a knack for flying and a personality as fiery as the afterburners of an F-15 snored gently next to me. Her long, blonde hair cascaded around her face in waves, framing her perfect features as she slept through the alarm. I reached out and tucked a loose strand of hair behind her ear, her snoring stopped and a small giggle escaped her. Her beautiful brown eyes opened a sliver.

"Well, now I know you're not sleeping anymore." I laughed quietly, my hazel eyes gazing adoringly at her. She scooted closer to me, wrapping an arm around my waist and burying her face in the crook of my neck.

"At least I get to open my eyes and see you lying next to me." She muttered into my chest, "Although, it'd be pretty nice to kiss my girlfriend when I see her on base later."

I sighed and pressed a kiss into Carol's hair, "You know we can't. Not if we want to keep our jobs. It's hard enough being women in the military. But if those shitheads knew about us, baby, they'd tear us to pieces."

Carol groaned, her face still buried in my neck. I laughed again and flung the covers off the both of us and slipping out of her grasp. Making my way into the bathroom before she could tackle me and drag me back into bed, I locked the door behind me and ran a hand through my tousled golden brown hair. My fatigues were folded on a towel rack next to the shower, my unit beret sat on the sink. Being a pilot, Carol was only seen wearing her flight suit on base, but being a part of command for the 31st TES like myself required a frequent change in attire. Dress uniform, fatigues, flight suit, repeat.

"Open up!" Carol rapped harshly on the door, "I need to shower."

"After what we did last night, I think we could both use one." I joked, unlocking the door. She burst in, pressing a quick kiss to my lips before she turned the shower on.

"Paige Rose MacDowell, just what are you implying?" She asked me with a sultry tone, her brown eyes sparkling as she began to strip.

"Exactly what you're thinking, beautiful." I smirked, grabbing a brush and beginning to work through the knots in my hair, watching as her perfect form entered the shower.

As soon as I arrived on base, a Lieutenant Colonel, whose name I didn't know, dumped a touring group of potential recruits on me. As badly as I wanted to say no and take off running in the other direction, I took over the tour with a stiff smile, leading the group toward the tarmac.

"Anyone here interested in being a pilot?" I asked over the rumbling of F-15 engines. A majority of hands went up in the air. I even caught a glimpse of a few girls amongst the boys, hands raised up high.

"Well, first things first, y'all need to be accepted into the Air Force Academy or join a collegiate-level ROTC program. After you graduate, you'll be commissioned as Second Lieutenants, after which you can declare your intention to become an Air Force Pilot. Unfortunately, women aren't permitted to fly combat missions, but we have several test pilots here at Edwards that are women."

A pair of F-15s flew overhead, sending a rush of air over us. I smiled as I watched the jets move up into a barrel roll. I pointed the jets out to the group.

"In fact, two of our female pilots are flying right now: Captains Danvers and Rambeau."

"Major! Major MacDowell!" A newly minted Lieutenant… Rhodes, I think his name was, came jogging toward me, calling my name over the roar of the active tarmac.

"What is it, Lieutenant?" I asked him, gesturing to the tour group, "I'm very busy."

"I've been sent by Colonel Kissinger to inform you that you're to meet with him in his office immediately." The young soldier panted as he slowed to a brisk walk. I glanced warily over at the boy.

"This isn't another one of Captain Danvers' pranks, is it?"

The young man shook his head and handed me a folded piece of paper, "No, ma'am. He gave me this for you."

I unfolded the paper and saw that there was only two words printed on it.

'Project Rebirth.'

The words were unfamiliar to me. I didn't know what they meant. We were working on Project Pegasus here at Edwards, whatever this Project Rebirth was… it was something that I hadn't been briefed on.

"Lieutenant Rhodes, would mind taking over this tour for me? Just show them the hangar, let 'em take a look at a few F-15s up close, answer any questions. My sincerest apologies, folks, but this is an emergency."

I turned on my heel and took off running toward Colonel Kissinger's office, making it there in record time. I straightened my beret before stepping inside and giving the aged colonel a salute.

"Major Paige MacDowell, reporting, sir." I said sharply.

"At ease, Mac." Kissinger replied, standing up from his desk chair and making his way over to me. We shook hands and Kissinger immediately led me out of the office.

"What's going on, Bart? What's so urgent that you pulled me away from duties?" I asked, handing back his note. Kissinger said nothing, he simply opened the door to a conference room and stepped aside. I walked in, but when I turned around, I saw that Colonel Kissinger hadn't followed me inside. The lock on the door clicked, trapping me in the conference room.

"Major MacDowell," An unfamiliar, gravely voice addressed me from the other side of the room. There was an immediate air of distrust as I turned to see a man standing at the head of the conference table, a man I did not recognize. He was stout, with a terrible bowl cut on his pudgy head, and beady brown eyes. He wasn't dressed in a military uniform, but in a lab coat, on which the name Otto Octavius was stitched.

"My name is Dr. Otto Octavius. I've been employed by the United States military for a secret scientific project."

"Project Rebirth." I said quietly, taking a seat at my end of the table.

"Correct." Octavius took his own seat and folded his hands in front of himself, "I trust that aside from the name of the project, Colonel Bartholomew Kissinger told you no other details?"

"No, Doctor. He didn't." I answered politely.

Octavius smiled a grisly smile, "Excellent. Allow me to explain. I'm sure you're aware of the story of one Captain Steve Rogers?"

"Of course, who isn't?"

"Indeed. After Dr. Abraham Erskine, the lead scientist on the project, was killed, his Super Soldier Serum formula was believed to be lost forever. But, thanks to the efforts of a few select minds, we have successfully recreated the serum. The military has created a shortlist of soldiers who display exemplary qualities reminiscent of Captain Rogers, and from that list they have selected you to be our subject."

"So… what?" I deadpanned, leaning back in my chair and giving him a cold stare, "You expect me to crawl into a pod, get injected with a serum you aren't sure will work, and get blasted with Vita-Rays that could very well kill me? All because the big wigs selected me from a shortlist of soldiers who are nice?"

"Well, when you put it like that it sounds crude and inhumane." Octavius replied, chuckling a little to himself, "But there is no need to be concerned, my friend. We reverse engineered the serum using samples of Steve Rogers' blood. It is perfectly safe. And after looking over your record, I doubt you'll have any trouble enduring the physical strain the injection will put on you. Following the procedure, you will be assigned your first covert mission by General Chain. I suggest you get your affairs in order tonight, the procedure will take place at 0700 tomorrow."

"Tomorrow?" I stood from my chair and glared down at him, "I can't just drop everything on a whim to be a part of some science experiment! I have friends and family that will wonder what's happened to me!"

"Major, you have twenty-four hours to notify only your closest relatives and friends of your situation. Only those you can trust prior to the procedure should be informed."

I tried to come up with a decent counter-argument, but found that my mouth had gone dry, as though it had been stuffed with cotton.

I sat back down, "If I do this… I'm not gonna be like him. I'm not Captain America. For Christ's sake, my callsign is Warhawk, what does that tell you about me? I'm no Star-Spangled Woman. And I won't be turned into one. You turn me into a super soldier, and it'll only blow up in your face in the long run."

Octavius smiled, "I'd expect no less of an answer from one of the handful of women who served in the Invasion of Grenada. Now, no fluids or food of any kind beginning at 1800 hours tonight, absolutely no alcohol for the next twenty-four hours. You may bring one person with you to the procedure, should you feel the need to have a witness present." Octavius said, standing from his own chair and making his way over to me. He extended his hand, which I shook out of sheer politeness, before handing me a file, "It has been a pleasure meeting you, Major MacDowell. I shall see you bright and early tomorrow."

He went to the door, knocked three times and the door unlocked. The doctor left, and soon I followed, greeted by Colonel Kissinger on the other side of the doorway.

"Are you alright, Major? You're looking a bit pale." Kissinger asked me.

"Fine, Colonel. I just need an hour or two to process what I've just been told." I replied, straightening up a bit and returning to my office. Maybe a bit of paperwork would pull my mind away from the suddenly lingering sensation of dread that had set in me during my conversation with Otto Octavius.

Returning home from base was less than delightful. I had made it my personal mission to avoid Carol and Maria all day. Dr. Lawson agreed to be my witness for the procedure, but that didn't stop me from staying late in an attempt to delay having to explain everything to Carol.

"Took you long enough to get home." Carol called from the kitchen as soon as I stepped through the threshold. She ran out to meet me, a couple of beer bottles in hand. I sidestepped her and set my things down in my study a few doors down the hall. Carol followed me, shoving a beer into my hands as soon as they were free.

"You look like you could use a drink, babe." She smiled, pressing her lips to mine quickly.

"Sorry to disappoint, but I can't." I apologized, handing the bottle back to her.

"Of course you can! Just-" She raised her own bottle and took a long swig. She held the second bottle out to me and looked at me expectantly.

"No, Carol, I really can't." I said, pushing her hand away, "We need to talk."

She set both beer bottles down on my desk and grabbed my hand. For the first time in the years that I had known her, concern flooded her face, her brown eyes wide. I took a deep breath, gave her hand a firm squeeze.

"The higher ups are rebooting the Super Soldier Program. I'm their test subject. I go in for the procedure tomorrow."

I waited for the explosion of anger that usually followed any news Carol wasn't informed of at an earlier notice, but it never came. Rather, a pair of strong arms wrapped themselves around me, a pair of lips met mine with a ferocity and intensity unlike any I had experienced before.

"I love you." She blurted out as soon as she pulled away. I tensed up; we hadn't gotten that far in our relationship before. I must've looked like I was going to throw up or something, because Carol's face grew concerned again, "You okay, baby?"

"Yeah." I choked out, setting a gentle hand on her cheek, "Better than okay, actually. I… I love you too."

She smiled, that signature lopsided, cocky, adorable half-grin that made me melt every time she sent it my way. I set an arm around her waist and led her toward the kitchen.

"C'mon. Sit down, finish your beer, and I'll give you the details."

I told her everything. About Octavius and Project Rebirth, about General Chain. She listened silently for the most part, maybe an occasional question here or there. When I was done, I waited for her to say something, anything. When she did, it was only a simple question.

"So… you're gonna become Captain America?"

I rolled my eyes and grabbed her empty beer bottle, tossing it in the trash, "Not exactly. I'll be more of a new and improved version of myself. The way Octavius put it, it sounds like I'll become the best version of myself."

"You said you could bring someone with you. Do you want me to come?" She asked, a twinge of hope in her voice. I shook my head.

"I don't think I want my girlfriend seeing me in immense pain as I'm battered with Vita-Rays. I called Dr. Lawson earlier; she'll be my witness." I told her, taking her hand as I sat next to her again, "But I don't know when I'll see you again after this. General Chain is sending me on my first covert op as soon as I step out of that pod."

Carol leaned over, pressing her forehead to mine and letting her beautiful brown eyes flutter shut, "Then we better make tonight as memorable as possible."

The sun was just beginning to rise as I slowed my truck to a halt in the parking lot of the Stark Industries Research and Development Park. The file that Dr. Octavius had given me contained only a single piece of paper with directions to the park and the time of the procedure. I stepped out of the truck and made my way to the front door, where an unfamiliar man stood waiting for me.

"Major, I'm Agent Fury, Strategic Homeland Intervention, Enforcement and Logistics Division."

I smirked, "Ever thought about just calling your agency, S.H.I.E.L.D.?"

"We've considered it." He replied, holding the door open for me. I stepped inside and let Agent Fury take the lead, bringing me down the empty hall into a maze of research labs and test rooms.

"Has Dr. Lawson arrived?" I asked him.

"I wasn't informed of it, Major. I'm just here to bring you to the lab. I won't be in the room for the procedure, Director's orders." Fury explained, coming to a stop in front of one of the research labs near the rear of the building, "Good luck."

I nodded once and opened the door. When I walked in, every scientist and government official in the room froze, eyes locked on me for a moment, before they went back to work.

"Major MacDowell." A woman's voice, clearly British and one I didn't recognize, approached me. I turned to see an older woman walking toward me, her eyes kind yet fierce, her ruby red smile polite. She extended her hand which I shook firmly, "It's a pleasure to meet you. I'm Peggy Carter, Director of S.H.I.E.L.D. We'll be working very closely after today, so I thought it ideal to be here for your procedure."

"Director Carter, it's an honor. My father served in the 107th, I grew up hearing stories about you and Captain Rogers." I told her. At the mention of Rogers, her gaze turned sad, but it returned to its original state just as quickly as it had changed.

"Allow me to introduce you to some of our associates." She offered, leading me out to the main floor, "You've already met Dr. Octavius, of course, and General Chain, I'm sure you're familiar with. Here, we have Howard Stark-"

Of course I knew who Howard Stark was, anyone who wasn't living under a rock knew who he was. He wasn't the spry, handsome, young playboy he once was, but he still had an air of brilliance about him; an air he had most definitely passed on to his son, Tony. Stark smiled warmly at me and shook my hand.

"Major MacDowell, we're looking forward to seeing what will become of you after today." He said, "Though, I doubt anyone could top the efforts of Steve Rogers. No offense."

"None taken, Mr. Stark."

"Please, call me Howard." He insisted.

"Then by all means, everyone here should call me Mac. My entire battalion does." I smiled.

"At least there's someone here who isn't trying to turn into a carbon copy of Rogers." A nasally voice remarked from across the room. Leaning against a set of computers was a man about twenty or so years younger than Stark, with a bit of a bored expression on his face.

"And this is Dr. Hank Pym. One of S.H.I.E.L.D.'s consulting scientists." Director Carter said politely. He didn't wave or anything, but I acknowledged him with a small nod, which seemed to be enough for him. As she began to list of the names of a few other military officials and a couple of senators, I found my gaze drawn to the pod at the center of the room.

This was happening… it was really happening.

"Major, are you ready?" Stark asked me. I took a deep breath and nodded.

"Excellent." Dr. Octavius walked over to me and shook my hand, "Please remove your shirt, shoes and dog tags."

I did as instructed, leaving on only my fatigue pants and a black sports bra. The pod lowered itself until it was parallel to the floor, Octavius motioned for me to lay down on it. I looked up at the observation room that sat in the northwest corner of the room, letting out a small sigh of relief when I saw Dr. Lawson standing there next to General Chain. She offered me a small nod of reassurance and I set myself down on the bed. A couple of nurses began prepping the serum while another one prepped my shoulder for an injection.

"Nurse Reilly will now administer a precautionary dose of penicillin." Stark informed me as the nurse sent a needle deep into my arm and hit the plunger.

"Let's get this over with then." Pym sighed. Director Carter made her way up to the observation room while Stark grabbed a microphone and began to give a little spiel.

"Ladies and gentlemen, officers and senators, welcome. While it may seem like a lifetime ago, it wasn't so many years back that I stood in a room similar to this to witness the rebirth of Captain Steven Grant Rogers. And today, we are here to witness the rebirth of the super soldier era. Major Paige MacDowell, today you become not only the first in a new line of soldiers, you become the first in a new line of heroes."

There was a bit of applause from the observation room before Stark set the microphone down and turned to Octavius.

"Dr. Octavius, let's begin."

Injection pads lowered themselves onto my shoulders, my stomach and my legs with the press of a button. With the press of another, small cylindrical vials filled with bright blue liquid began to drain. There was a sharp, pinching pain all throughout my body, as though a lightning bolt had been sent through me. The pod began to lift me up until I was perpendicular to the ground. After a minute or two the pain subsided.

"Serum injection complete. Preparing for Vita Radiation." Octavius announced. The pod began to close itself, sealing me inside. Once the pod locked shut, someone knocked on it from the other side.

"Mac, you okay in there?" Howard Stark's muffled voice asked me.

"Yeah," I replied loudly, "Though I think I may be claustrophobic after this."

I heard a few laughs on the other side, I must've been mic'd up. Suddenly, the small window that I had became invisible as a white light filled the pod. At first, the presence of the light sent a tingling sensation through my body. But as the light became brighter, the tingling became a dull, steady pain. I squeezed my eyes shut, but the light continued to grow brighter and pain grew sharper. I bit back the desire to yell in pain until it became too unbearable to handle. The sound that escaped me was unrecognizable, almost animalistic, but it fell away almost instantaneously when the light disappeared and the pain subsided.

The pod opened up with a steam-filled hiss and suddenly a rush of cool air greeted me. Stark and Pym rushed over and helped me down when the injection pads removed themselves. From a glance, I realized that I now stood an inch or two taller, so that I matched both scientists in height. I looked down and saw a well-defined four-pack, in fact, every muscle in my body seemed to have been given a major tune up. I felt… new, like I was a mint condition action figure just taken out of the box.

Director Carter and General Chain came jogging out of the observation room, Lawson seemed frozen in place.

"How do you feel, kid?" Pym asked me as we came to a stop.

"Fantastic." I panted, a dopey grin on my face, "Like I could do a triathlon and run straight into a marathon without breaking a sweat."

"That's good to hear." General Chain said, "Because from here on out, you work for Director Carter."

My grin fell away, delight replaced by confusion, "What do you mean, Chain?"

Carter smiled softly, "I believe the good general means to welcome you to S.H.I.E.L.D., Agent MacDowell."

"So when you said we'd be working closely, this is what you meant." I said in understanding. I paused for a moment, then looked her in the eye, "Working under a woman of your caliber will be an honor. Whatever you need me to do, I'll do it without question."

"Spoken like a true soldier." She remarked, a playful smile gracing her lips, "But you're not a soldier anymore, Paige. You're a S.H.I.E.L.D. agent, which means that you're first and only priority is doing what you believe is right to make the world safe. Is that clear?"

"As crystal, ma'am." I answered. She extended her hand to me. I shook it, and followed her out of the room, into a new chapter.