May 2012, SHIELD helicarrier

While they began the examination of Loki's sceptre, Peggy took the opportunity to change back into the SHIELD body suit.

"Aliens?" Steve asked, when she stepped out of her office.

"Aliens," Peggy said, slipping her gun into her holster. "I've given up trying to get my head around it. Ask me another."

"Alright," Steve said. "SHIELD?"

Peggy smiled, falling into step beside him. "SHIELD was founded by myself, Howard, the rest of the Commandos, and a group of USO dancers. I don't know what happened on that tour, Steve, but you had a group of women very angry on your behalf."

Steve turned red. "Nothing happened, I swear."

Peggy laughed. "I know, Cap. They were very quick to say that you'd been a perfect gentleman." There were now other agents around, so she added, "Great-Aunt Peggy was the original director, until she died. Then Alexander Pierce took over. When he moved to the World Security Council, Director Fury took over."

Steve nodded thoughtfully. "That makes sense."

Tony's voice floated out of the lab as they approached it. "Well, I promise a stress-free environment. No tension. No surprises."

"Ow!" Banner yelped, as Tony prodded him in the side with a statically-charged instrument.

"Tony!" Peggy sighed.

"Nothing?" Tony asked, ignoring her.

"Are you nuts?" Steve demanded.

"Jury's out," Tony said with a shrug, turning back to Banner. "You really have got a lid on it, haven't you? What's your secret? Mellow jazz, bongo drums, huge bag of weed?"

"Is everything a joke to you?" Steve asked.

"Funny things are," Tony said.

"Threatening the safety of everyone aboard this ship isn't funny," Steve said sternly. "No offence, Doc."

Banner waved him off. "It's alright. I wouldn't have come aboard if I couldn't handle pointy things."

In fact, he was the most relaxed Peggy had seen him since he arrived.

Maybe something about Tony completely disregarding the threat was actually putting him at ease.

Tony smirked. "You're tip-toeing, big man. You need to strut."

"And you need to focus on the problem, Mr Stark."

Tony retrieved a bag of blueberries from his briefcase. "Do you think I'm not? Why did Fury call us in? Why now? Why not before? What isn't he telling us? I can't do the equation unless I have all the variables."

"You think Fury's hiding something," Steve said.

"Fury's always hiding something," Peggy said, taking a handful of blueberries when Tony offered her the bag. "He's a spy. He's the spy. His secrets have secrets."

"It's bugging him too," Tony added, gesturing to Banner. "Isn't it?"

Banner looked up from the sceptre, a mildly panicked look on his face. "I … I just want to finish my work here and …"

"Doctor?" Steve prompted.

Banner sighed. "A warm light for all mankind to share. Loki's jab at Fury about the Cube."

"I heard it."

"Well, I think that was meant for you," Banner said to Tony, who offered him the bag. "Even if Barton didn't tell Loki about the Tower, it's been all over the news."

"Stark Tower?" Steve asked. "That big ugly," he faltered as Tony gave him a dirty look, "building in New York."

"It's powered by an arc reactor," Banner explained, "a self-sustaining energy source. That building will run itself for, what, a year?"

Tony shrugged. "It's just the prototype. I'm kind of the only name in clean energy right now," he added, for Steve's benefit. "That's what he's getting at."

"So why didn't SHIELD bring him in on the Tesseract project?" Banner asked. "And what are they doing in the energy business in the first place?"

"Wait," Peggy said, when Tony didn't contradict him. "They didn't bring you in?"

Tony frowned. "No. Were they going to?"

"Well, they didn't say they would," Peggy said. "But they brought you in as a consultant after you pulled the plug on weapons production; why else would they do that unless they were planning on consulting you on this? I can't answer the energy question though; the World Security Council had us pull out of the project in 1959 because 'we're a defence organisation not an energy provider'. And then they started PEGASUS, and I have no idea why."

"Yeah, I should probably look into that," Tony said, "once my decryption program finishes breaking into all of SHIELD's secure files."

Peggy pinched the bridge of her nose. "I can't take you anywhere," she repeated, with no less affection.

Steve frowned. "I'm sorry, did you say …"

"JARVIS has been running it since I hit the bridge," Tony said. "In a couple of hours, I'll know every dirty secret SHIELD has tried to hide." He offered Steve the bag. "Blueberry?"

Steve ignored him. "And yet you're confused as to why they didn't want you around."

Tony rolled his eyes. "An intelligence organisation that fears intelligence? Historically, not awesome."

Steve sighed. "I think Loki's trying to wind us up. This is a man who means to start a war, and if we don't stay focused, he'll succeed. We have orders. We should follow them."

Peggy raised an eyebrow. "You mean like 'let us handle this, Rogers, don't go to Austria'? Your track record of following orders isn't amazing, Steve, not when you think there's something wrong. But," she added, when he turned to her with an almost betrayed expression on his face, "he is right. Finding the Cube is your priority, Tony." Tucking a hand into the crook of Steve's elbow, she gently but firmly steered him out of the lab.

"Doesn't that bother you?" Steve whispered.

"A little," Peggy admitted. "But there's nothing in those files that I don't know about. If there is, I want to know about it."

Steve's frown deepened. "Be honest - does he have a point?"

Peggy sighed. "Yes. Yes, he does."

"And if they were up to something else in New Mexico," Steve said, "would it have been buried?"

"Maybe," Peggy said slowly, thinking about it. "Unless they managed to get whatever it was out with the evacuation, in which case it would be in storage."

"Where?" Steve pressed.

"Here," Peggy said, already leading him towards the secure storage centre. "On the carrier."

"What if we find something?" Steve asked.

Peggy grimaced. "We'll cross that bridge when we come to it."

Thor didn't think there was anything that could convince Loki to give up his plan or the location of the Tesseract, but Fury was right about one thing - he was pleased that he'd been caught.

So pain was not the answer.

Luckily, Natasha didn't need pain, she never had (although that wasn't to say she didn't resort to it from time to time - or, indeed, enjoy resorting to it from time to time).

Entering the detention level silently, she made her way to the glass cell containing the so-called god of mischief, her feet as light as a cat's, so light that she was standing in front of him when Loki realised she was there.

He did not, however, act surprised. "There's not many who can sneak up on me."

"But you figured I'd come," Natasha said.

"After," Loki said with a smile. "After whatever tortures Fury can concoct, you would appear as a friend, as a balm. And I would cooperate."

If he knew even half of what she was capable of, he would not be so blasé, but she did not let herself relax. "I want to know what you've done to Agent Barton."

It was a risky play.

If she was to trick him into revealing all, she needed another reason to be there, and Clint was a perfect excuse, but it was too close to the truth for her to be entirely comfortable with it, and it involved her exposing a great deal more of herself than she felt comfortable with.

"I'd say I've expanded his mind," Loki answered.

"And once you've won," Natasha said slowly, "once you're king of the mountain, what happens to his mind?"

Loki's smile grew. "Oh … Is this love, Agent Romanov?"

"Love is for children," Natasha said coldly, clinically, and she could almost convince herself that she still believed that (and wasn't just incapable of feeling it). "I owe him a debt."

"Tell me," Loki requested, dropping to sit on the ground.

Natasha hesitated, before folding herself into the wooden chair that sat in front of the cage. "Before I worked for SHIELD, I … Well, I made a name for myself. I have a very specific skill-set. I didn't care who I used it for … or on. I got on SHIELD's radar in a bad way. Agent Barton was sent to kill me." She paused, remembering the fight in Russia, the arrow through her shoulder, the way he had lowered his second arrow, a curious expression crossing his face. "He made a different call."

"And what will you do if I vow to spare him?" Loki asked curiously.

"Not let you out," Natasha said immediately.

Loki laughed in delight. "No, but I like this. Your world in the balance and you bargain for one man."

"Regimes fall every day," Natasha said with a shrug. "I tend not to weep over that, I'm Russian. Or I was."

"And what are you now?"

Natasha stood, the beginnings of unease beginning to trickle through her veins. "It's really not that complicated. I've got red in my ledger. I want to wipe it out."

"Can you?" Loki asked quietly. "Can you wipe out that much red? Dreykov's daughter?"

The blood froze in Natasha's veins, the name darting into the depts of her memory and dragging forth the face of the little girl, whose only crime was to be in her father's arms when the bullet ripped through his body, killing them both instantly.

"Sao Paulo? The hospital fire?" Loki got to his feet, his eyes fixed on her. "Barton told me everything. Your ledger is dripping - it's gushing red, and you think saving a man no more virtuous than yourself will change anything? This is a child at prayer - pathetic! You lie and kill in the service of liars and killers. You pretend to be separate, to have your own code, something that makes up for the horrors, but they are part of you. And they will never go away."

Getting in to the storage unit was easy.

Peggy's access card let her in pretty much everywhere, and avoiding the agents guarding the equipment was so simple that Peggy made a mental note to find out who they were and have them retrain.

Actually finding something was a bit more difficult, especially since they didn't know what they were looking for.

"Maybe you're right," Peggy said after a while, closing another storage box. "Maybe Tony is being paranoid and cynical."

"Or maybe not," Steve said. "What's Phase Two?"

Peggy ducked around the shelving unit to find him standing over a series of metal crates, all labelled with that very phrase. "I have no idea, but they're labelled as PEGASUS as well, so they must have come from New Mexico."

With one last glance at her, Steve popped the lid, revealing … "Is that a HYDRA weapon?"

"No," Peggy asked softly, lifting it out to examine it. "But it's powered … I think it's powered by the Tesseract." She didn't look up, couldn't look up to see Steve's face, nausea bubbling in her stomach. "I'm sorry, Steve."

"It's not your fault," Steve said, his voice tight with anger. "You're not the one who should be apologising."

Peggy's comm unit crackled in her ear.

"Loki means to unleash the Hulk," Natasha's voice said. "Keep Banner in the lab; I'm on my way. Send Thor as well."

"Come on," Peggy said, finally meeting Steve's gaze. "We'd best join the party."

"What are you doing, Mr Stark?"

Tony smiled icily at Director Fury. "Kinda been wondering the same thing about you."

"You are supposed to be locating the Tesseract," Fury said sternly.

"We are," Banner said, pointing to his computer. "The model's locked and we're sweeping for the signature now. When we get a hit, we'll have the location within half a mile."

"Yeah, you'll get your Cube back," Tony said, returning his attention to the files popping up on his computer screen. "No muss, no fuss. What is Phase Two?"

"Funny you should ask that, Tony," Peggy said from the doorway. "Apparently, Phase Two is SHIELD using the Cube to make weapons."

Fury sighed. "We gathered everything related to the Tesseract. This does not mean that we're making …"

"I'm sorry, Nick," Tony interrupted, swinging the screen around so they could all see the blueprints. "What were you lying?"

"I was wrong, Director," Steve said in a low voice, his arms crossed over his chest. "The world hasn't changed a bit."

"What the hell is going on?" Peggy demanded. "I realise that a lot of the information you give me is out of courtesy, but you didn't think this was something I should know?"

"I knew you wouldn't agree …" Fury began.

"You're damn right I don't agree!" Peggy snapped. "I knew the energy line was bullshit!"

"Did you know about this?" Banner asked, alerting them all to Natasha and Thor's arrival.

"You want to think about removing yourself from this environment, Doctor?" Natasha asked in response.

"I was in Calcutta," Banner said. "I was pretty well removed."

"Loki is manipulating you," Natasha said softly.

"And you've been doing what, exactly?" Banner asked.

Natasha sighed. "You didn't come here because I bat my eyelashes at you."

"Yes, and I'm not leaving because suddenly you get a little twitchy," Banner said. "I'd like to know why SHIELD is using the Tesseract to build weapons of mass destruction."

Fury sighed. "Because of him," he said, pointing at Thor.

"Me?"

"Last year, Earth had a visitor from another planet who had a grudge match that levelled a small town," Fury said. "We learned that not only are we not alone, but we are hopelessly - hilariously - outgunned."

"My people want nothing but peace with your planet," Thor protested.

"But you're not the only people out there, are you?" Fury said. "And you're not the only threat. The world is filling up with people who can't be matched, who can't be controlled."

"For heaven's sake!" Peggy said. "First of all, Dr Banner, please let me apologise on behalf of SHIELD for this whole situation. I, for one, did not have any idea about what was going on here."

Banner managed to give her a small smile. "Thank you, Agent Carter."

"Secondly," Peggy said, rounding on Natasha, "you wouldn't agree with this anymore than I do. There's no way you knew about it; you'd have told me."

"I didn't," Natasha admitted quietly.

"I don't know what just happened with Loki," Peggy said, lowering her voice a little. "But you're shutting down again. Thirdly," she added, turning on Fury," I know we monitor potential threats, but that should not include a list of human beings. I know damn well than you know that there are already people in place to deal with that - the only reason the WSC don't like it is because those people are not under their control. Surely even you can see that not only was this a really, really bad idea, but that it has come about from the Council having control issues. If the Tesseract had been left alone, the way I said it should have been, we wouldn't be in this mess in the first place!"

"Your work with the Tesseract is what drew Loki to it, and his allies," Thor said. "It is a signal to all the realms that the Earth is ready for a higher form of war."

"You forced our hand," Fury said. "We had to come up with something."

"A nuclear deterrent," Tony concluded. "Because that always calms everything right down."

Fury rolled his eye. "Remind me again how you made your fortune, Stark?

"I'm sure if he still made weapons, Stark would be neck-deep …" Steve began.

"Steve …" Peggy said.

"Hold on," Tony interrupted. "How is this now about me?"

"I'm sorry, isn't everything?" Steve asked sarcastically.

Peggy pinched the bridge of her nose, letting the argument wash over her. She was just about to cut in again, when Thor managed to make himself heard over the bickering.

"You speak of control, yet you court chaos."

"That's his MO, isn't it?" Banner asked - and, yes, Thor had been heard, but it was these words that made them fall silent. "I mean, what are we, a team? No, no, w're a chemical mixture that makes chaos. We're … We're a time bomb."

"You need to step away," Fury said.

"Why shouldn't the guy let off a little steam?" Tony asked.

"You know damn well why," Steve snapped. "Back off!"

Tony narrowed his eyes. "Oh, I'm starting to want you to make me."

"Yeah. Big man in a suit of armour," Steve said. "Take that off, what are you?"

"Steve …" Peggy said again.

"Genius, billionaire, playboy, philanthropist," Tony listed breezily.

"I've known guys worth none of that worth ten of you," Steve said. "I've seen the footage. The only thing you really fight for is yourself. You're not the guy to make the sacrifice play, to lay down on a wire and let the other guy crawl over you."

Tony shrugged. "I think I would just … cut the wire."

Steve smiled humourlessly. "Always a way out. You know, you may not be a threat, but you'd better stop pretending to be a hero."

Tony snorted. "A hero? Like you? You're a laboratory experiment, Rogers. Everything special about you came out of a bottle."

"Put on the suit; let's go a few rounds."

"Alright, that's enough!" Peggy snapped.

Tony immediately turned to her. "He …"

"I don't give a crap who started it; I'm finishing it," Peggy said sharply. "Steve, I don't know what SHIELD are playing at, but the background you got must have been incredibly inaccurate and definitely incomplete, because you're putting two and two together and making ten. Tony …"

"What?" Tony asked with a sigh.

Peggy narrowed her eyes, setting her hands on her hips. "Do not take that tone with me, Anthony Edward. I know full well I raised you better than this so bloody well act like it!"

She ignored Steve's choked query, keeping her eyes locked with Tony's until his gaze dropped and he deflated a little.

"Sorry," he muttered.

"Thank you," Peggy said, turning to take the others into her gaze. "Now I realise that many of us are feeling lied to and betrayed - thank you, Director - but the fact of the matter is that the Tesseract is still missing, and that is still a threat to global security, and whatever is going to happen with it when we get it back, I think we can all agree that we want it out of Loki's hands." Her gaze settled on Banner, who was still taking deep, calming breaths. "Dr Banner."

For a few seconds, the entire room was silent, tense, waiting to see if the deceptively mild-mannered doctor could control the being that lived within him.

The tension was broken, however, not by the Hulk, but by an alert on the computer.

"Sorry, kids," Banner muttered. "Guess you don't get to see my party trick after all."

"You located the Tesseract?" Thor asked.

"I can get there fastest," Tony said.

"The Tesseract belongs on Asgard," Thor said. "No human is a match for it."

"You're not going alone," Steve said.

"You gonna stop me?" Tony asked.

"Put on the suit, let's find out."

"Boys!" Peggy said wearily. "For heaven's sake, act your ages, both of you." She crossed the floor to take a look at the map Banner had pulled up, her heart stopping when she registered what she was seeing. "Doctor … does that mean what I think it means?"

"I'm afraid …" Banner began, but her question was answered with no uncertainty by an explosion that shook the entire carrier.

As Fury and Thor were thrown back through the glass wall, the ground beneath Peggy's feet seemed to crumble. She plummeted downwards, just managing to grab the leg of one of the desks - thankfully bolted to part of the floor still intact - to abruptly stop her fall, but the jagged metal around the hole tore through her uniform and into her arm.

"Put on the suit," Steve repeated urgently, and she heard him scramble across the floor towards her.

With her free hand, she reached up blindly and grabbed his hand, allowing him to pull her back up to the lab.

"Are you alright?" He asked.

"I'll be fine," Peggy said, examining the wound on her arm. It still looked nasty, but the internal tears were beginning to heal over. "There should be a field kit in one of those cabinets."

"Hill!"

"External detonation. Number three engine is down."

"Shit," Peggy muttered.

"Is that bad?" Steve asked, returning with a bandage.

"Not at the moment," Peggy said, holding out her arm so he could bandage the wound. "But if we lose another engine, we won't be able to stay in the air."

"Someone needs to get outside and patch that engine."

"Stark, do you copy?"

"I'm on it."

"You'd better get out there," Peggy said. "Engine Three."

"What about you?" Steve asked.

Peggy did a quick headcount. "Natasha and Banner dropped to the boiler room," she answered. "I need to go and do damage control."

They parted ways outside the lab, and Peggy sprinted towards the lower levels, her enhanced hearing picking up the distant roar of an enraged Hulk.

As she rounded a corner, she instantly dived to one side, avoiding the bullets that flew towards her, drawing her weapon.

"We've got a perimeter breach," Hill reported. "Hostiles are in SHIELD gear, call-out to every junction."

"Yeah, thanks for the warning," Peggy muttered, dropping the two insurgents with one bullet.

They kept coming, and Peggy kept her gun on hand as a last resort, saving what little ammo she had on her.

As she fought, little snippets of information passed through her comm link. Phil was securing the detention centre. Fury and Maria were holding the bridge. Steve and Tony were dislodging the debris from the engine. Thor took over dealing with the Hulk, and a quinjet managed to lure the Hulk off the carrier altogether (although she doubted that was the plan).

Suddenly, there was another explosion, and Peggy groaned, taking out her frustration by kicking one of the insurgents in the head. "Stop blowing holes in my ship!"

She stumbled, the carrier listing dangerously to one side. The man she was dealing with took a swing at her; she grabbed his arm, twisted and flipped, smacking his head against the wall.

"It's Barton! He took out our systems. He's heading for the detention level - does anybody copy?"

"This is Agent Romanov. I copy."

Peggy hesitated for a split-second. Natasha's voice was audibly shaken, but she was a master at fighting through her issues, so Peggy turned on her heel and sprinted towards engine three, stumbling a little every time the carrier jolted.

It began to even out just as she reached it, but one of the insurgents was firing a machine gun at what appeared to be an empty platform, so she knocked him out with the butt of her gun before climbing up to see what his target had been.

One of the thick wire cables had come loose and was hanging from the gaping hole. peering over the edge, her heart stopped - Steve was at the other end, clinging to it, the only thing keeping him from plummeting ten thousand feet to the ocean below.

Not again. I am not losing him again.

"Pull the red lever," he called up, as she reached down to help him. "Stark's still in the engine!"

Her heart did another strange gymnastics routine and she scrambled to pull the lever, before dropping to her stomach to avoid another hail of bullets, reaching down to grab Steve's free hand.

Iron Man flew overhead and straight into the gunman, and Peggy breathed a sigh of relief, helping Steve pull himself up.

They just about fell back into the carrier and Peggy slammed the exterior door shut, collapsing against the wall. "Well done, gentlemen."

"Piece of cake," Tony said, lifting the face place. "Armour's gonna need some repairs though."

Peggy laughed weakly. "At least we're still in the air."

"Agent Coulson is down."

Peggy froze, her smile vanishing, holding up a hand to forestall any other remarks so she could listen.

"A medical team is on their way to your location."

"They're here. They called it."

"Peggy …" Steve began.

Peggy shook her head jerkily, pushing away from the wall. "I need to change. Tony, get out of that armour and get a medic to check you over."

She left with as much dignity as she could muster, counting the steps in her head to keep from thinking about the fact that her best friend was …

They understood - or, at the very least, Tony did and Steve actually listened to him - because neither tried to follow her.

Still, she didn't break into a run until she knew she was out of sight, slamming her office door behind her and sinking to the ground before succumbing to her tears