Felicity paced in the room they'd left her in. She wished she could ask for a track to run on. Running always helped clear her head so she could think. She didn't ask though. Didn't want to ask SHIELD for anything. Not until she figured out what she was going to do.

For the most part, SHIELD had left her alone. Agent Klein had brought her supper (it turned out she'd arrived in the afternoon) and then come back half an hour later to take the tray from her. So far, that had been the extent of Felicity's interactions with anyone. She didn't mind though; the longer they left her alone, the better.

Felicity was desperately trying to come up with a plan. Normally she'd be trying to work through it on paper, but given she'd remembered SHIELD was evil, Felicity didn't dare. She didn't want the bad guys finding out that she knew about them.

Okay, okay, so SHIELD is actually evil. Or, well, partly evil at least. She remembered there were also people in SHIELD that hadn't known about the evil stuff, and they'd tried to stop it once they found out. Problem was, Felicity had never paid enough attention to the movie to remember who most of those people were.

She knew Captain America – Steve? – was trustworthy at least, and Natasha had helped him, so she could be trusted too. Director Fury was good, but Felicity was pretty sure she remembered him being killed by the Winter Soldier fairly early in the movie.

Felicity stopped pacing as that thought sank in. A man was going do die, and she knew about it. She'd never cared, when it was just a movie. They were fictional characters, no one was actually dying, so it didn't matter. But this wasn't fake. Director Fury had a death sentence hanging over him, and Felicity was the only one who knew about it.

Then there was the Winter Soldier guy. What had his name been? Buddy? No, Bucky. The bad guys had brainwashed him into being an assassin. He wasn't actually evil, he was being forced to commit evil acts, which was incredibly horrific when Felicity took the time to think about it.

Felicity squeezed her eyes shut. This isn't my problem. Her problem was figuring out how she was going to survive in this crazy world. Step one was probably getting as far away from superheroes and their problems as she could.

Except…except she knew. She knew there were evil people mixed up in SHIELD, she knew they were going to kill Director Fury, she knew they were keeping an innocent man tortured and brainwashed. Felicity knew zilch about the timeline of the Marvel universe, so she didn't know exactly when the events of the Winter Soldier movie were going to happen, but it was all coming.

Felicity groaned, opening her eyes and looking up at the ceiling as she wished for guidance. She might not know much about the superhero genre as a whole, but Felicity wasn't dumb. She knew if she told Director Fury or anyone else what she knew and it got back to the bad guys, they'd want to stop her. They'd probably either try to capture her so they could get information to use against the good guys – information she didn't have, not really, she couldn't think of anything she knew that might cause the good guys harm – or the bad guys would decide to kill her to keep her quiet. Either way, trying to warn them was guaranteed to put Felicity at risk.

Does it matter?

Felicity blinked at the thought. Turned it over in her mind as she sank down into the desk chair. Did it matter if she was in danger? If she died? It wasn't like there was any hope of her returning home. All the people that Felicity loved and cared about would be mourning her already, no matter if she lived or died in the Marvel universe. The future she'd planned for herself was long gone.

Here, in this world, there was no one that would mourn her passing, if something should happen to her. There was no one who would celebrate if she survived either. In this world, Felicity didn't really exist. But the others did. The good guys at SHIELD had lives, families. They did work that impacted the whole world. Their lives mattered. Felicity's life…didn't.

The realization made Felicity feel hollow, like everything in her had been scraped clean and discarded, leaving only an empty, dull ache behind. But it made her decision pretty simple.

Suddenly, Felicity was exhausted down to her bones. She moved out of the chair and collapsed on the bunk, not bothering to kick off her shoes or get under the covers. She closed her eyes and let the exhaustion drag her down to sleep.


Felicity was floating in a blue void. There was nothing around, just a silent, blue emptiness. Time had no meaning. She could have been there for seconds or years, and it wouldn't have made a difference. The void was unchanging and she was alone.

Then she heard the whisper. Only it wasn't hearing so much as the words crawling into her brain and planting themselves there.

"You are remade."


Felicity startled awake, for a moment disoriented by the lingering memory of her strange dream. Then the knock came again, and Felicity sat up, pushing her hair our of her face; most of her hair had fallen out of the ponytail she'd had it in when she'd fallen asleep. She tugged the hair tie out of her hair, letting it loose as she went to the door. She wasn't surprised to find Agent Klein waiting for her when she opened the door.

"Good morning," he said. "I'm supposed to take you to breakfast, and then you'll meet with Director Fury."

"Oh," Felicity said. "Okay." She stepped out into the hall, letting the door swing shut behind her. She ran her fingers through her hair as she followed Agent Klein, pulling her hair up into a loose bun.

Is Agent Klein one of the good guys or bad guys? It was unnerving to think that the agent walking with her might actually be evil, and she had no way of knowing.

Agent Klein led her to a cafeteria. It was mostly empty. Felicity didn't have much of an appetite, but she needed to eat something, so she grabbed a tray and went through the line, getting scrambled eggs, bacon, and toast. She also got a cup of coffee to go with it and then claimed a seat at an empty table. Agent Klein sat across from her. He didn't have any food; presumably he'd already eaten. Instead, he busied himself on his phone while Felicity ate.

It was about as good as cafeteria food ever was. Felicity forced it down anyway, though she couldn't help her grimace at the overly bitter taste of the coffee. It didn't take her long to eat, especially without any conversation to distract her. Agent Klein must have been paying some attention to her, because as soon as she was done he stood.

"This way," he said.

Felicity dropped the tray off in the designated area, and then followed him down the halls. This place feels like a maze. She wasn't sure she'd ever be able to find her way back to the room she'd stayed in if she had to do it alone.

Agent Klein opened a door for her and motioned for her to enter the room. She did, and he didn't follow, closing the door behind her instead. The room seemed like a small conference room, dominated mostly by a long table. Unlike her room, it had windows on one wall, letting in morning sunlight. Several people were already in the room: Natasha, Clint, Thor, and a tall black man with an eyepatch that Felicity was fairly sure was Director Fury. He was seated at the head of the table, with Natasha and Clint on his left, Thor one seat down to his right.

Natasha and Clint were no longer in uniforms, but dressed down in normal civilian clothes, which was strange to see. Director Fury was dressed in all black, including a trench coat, which seemed suitably dramatic for his role. Thor was wearing his armor and cape from the day before, though he'd obviously cleaned up. For all Felicity knew, it might be the only outfit he had with him.

"Ms. Greene, please have a seat," Director Fury said motioning to the empty chair between him and Thor. Felicity settled in the chair he indicated. "I am Director Fury," he introduced himself, as though his identity might not be obvious. "I understand that you're in a stressful situation. I assure you, I will do everything that I can to help you begin a life in this world. But before we get started on that, I do need to ask you some questions."

Felicity nodded. "You need to know how much I know."

"So, you do know something then," Natasha said.

Felicity shrugged. "Not much." She glanced up at Director Fury; he was real, he was living and breathing, he was trying to help her, and if she didn't do something he was slated to die. "Nothing that would have helped Loki, but some that might help you guys. Is – is Captain America around? He needs to hear this too."

Director Fury raised the one eyebrow that she could see, but he directed his words towards Clint. "Agent Barton, is Captain Rogers with Dr. Banner and Loki?"

"Last I saw," Clint said.

"Have Agent Klein retrieve him, please," Director Fury said. Clint got up and went to the door. Agent Klein must have stayed nearby in the hallway after dropping Felicity off.

While Clint was speaking with Agent Klein, Thor shifted to better look down at Felicity. "Lady Felicity." She looked up at him, a little surprised by the fact that he was speaking to her as well as by the way he addressed her. "Are you well? Physically, I mean," he hastily added. "I understand your journey was…difficult."

That's one word for it. It wasn't the word Felicity would have chosen. Nightmarish seemed more accurate. She'd been torn apart and put back together over and over, at levels of pain she hoped never to experience again.

"I feel fine today," Felicity said, a little surprised to realize that it was true. The exhaustion and aches that had followed her after the journey seemed to have been cured by a night's sleep. Physically she felt normal.

"Good, good," Thor said, nodding his head. He seemed genuinely relieved by her answer. "I wish you to know that I do take responsibility for the harm that my brother has done to you. If you need anything, you need only let me know and I will do whatever I may to see to it."

"Oh, I – thank you," Felicity said, at a loss for how to respond. She had in no way expected Thor to feel like he owed her because of what Loki had done. It wasn't his fault that she had been brought here.

The door swung open, and Captain America walked in. He was dressed down too, which was even stranger for Felicity than seeing Natasha and Clint out of uniform. She wasn't as familiar with Natasha, and honestly, she didn't remember Clint at all. But she was used to seeing the poster of Captain America on Ellie's wall, where he was in his costume, and that was the mental image Felicity had of him. Out of uniform he looked pretty much like a normal guy. The idea of calling him Captain America when he just looked like a person felt faintly ridiculous, and Felicity resolved not to do it. She'd call him by his name, unless told to do otherwise.

"Agent Klein said you asked for me, sir?" Steve said.

"Please, sit," Director Fury said. "Ms. Greene has some information to share with us, and she said it was important for you to hear it."

Steve sat down next to Clint, glancing Felicity's way with frank curiosity on his face. Director Fury addressed her, "Ms. Greene, if you don't mind?"

"Right," she said. Felicity shifted in her seat, discomforted by all of them watching her. It suddenly occurred to her for the first time that there was a chance they wouldn't believe her about what was coming. She was a stranger from another world, and she was about to tell them that the organization they had dedicated themselves to was actually the enemy. That meant some of their friends were actually their enemies. People they'd worked with, maybe people they'd saved or who had saved them. And they were just supposed to believe the wild story she was about to give them because she said so.

There are lives in the balance. I have to try.

"Right, so," she said again. "In my world, there's a whole series of movies about this one. Like I said before, I'm not really a fan, but my…my sister is. Ellie plays them a lot, so I've seen some. Enough to learn a few things." Felicity paused a moment, trying to decide the best way to get into what she knew. She didn't think listing off what she knew like a list of bullet points would be the most effective method. "Have you ever heard of the Winter Soldier?"

"I have," Director Fury said, Natasha and Clint nodding in agreement.

Steve frowned. "I haven't."

"Nor have I," Thor said.

"He's a myth," Clint said. "A ghost story among assassins. Supposedly he's been around for something like fifty, sixty years. Shows up every couple of years, kills a particularly hard to get to target, then vanishes. Or so the story goes."

"He's real," Natasha said. Her green eyes were hard and flat. "I don't know that it's been the same person for sixty years, but a Winter Soldier does exist."

Thor eyed her. "You've fought with him."

She inclined her head. "I don't know that I'd call it a fight, exactly. He went after a target I'd been assigned to protect. Sniped the man right through me."

Felicity spoke up in the pause that followed Natasha's statement. "He is real. And – look, I don't know the timeline of the movies, so I don't know when exactly this is supposed to happen. But at some point, he's going to come after you." She looked at Director Fury as she spoke. Felicity hated to say the next words, but he needed to know. "In the movie, he kills you."

The room stayed quiet. Director Fury looked…shockingly unalarmed, considering the news Felicity had just dropped on him. He looked more thoughtful than anything else. "You wouldn't happen to know who sends him after me, would you?"

She shrugged a little. "Generic, evil, middle-aged white guy in a suit." They seemed less than impressed with Felicity's description, and she didn't really blame them. "Look, I don't remember his name, and honestly, I probably wouldn't recognize him if I saw him, but I know what organization he worked with. But, um, that's where stuff starts to get complicated."

"Can't be that complicated," Clint said. He'd leaned his chair back at some point so he was balancing on the back two legs. "You tell us who the organization is, and we take care of them, deal with the Winter Soldier, and boom, no dead Fury. Course that'd all be easier to do if you'd stop dancing around the information and just tell us."

She'd been dancing around it because she'd been hoping to think of a not awful way to tell them, but she supposed one probably didn't exist. Just tell them. Make it fast, like ripping off a band-aid.

"Alright, first complication. He works for SHIELD," Felicity said. "Turns out like half the organization is secretly evil, because you guys were infiltrated from the beginning by that one evil group, um," she pointed a finger at Steve, "the ones you fought in the war, with the dumb logo."

Steve's eyebrows shot up. "Hydra."

"Yes, them," Felicity said. "The other complication is that Winter Soldier is actually Bucky. At some point Hydra captured him, and brainwashed him into becoming a super assassin."

"That's impossible," Steve snapped, his voice sharp and hard. Felicity eyed him warily; he'd gone rigid, the hand he'd had resting on the table clenched into a fist. "Bucky died. I watched him fall from the train."

Felicity heard what he didn't say. He'd watched Bucky fall, believed him dead, and hadn't looked for him. She kept her voice gentle when she replied. "He survived. I don't know how, but he did, and Hydra found him."

Steve closed his eyes, head bowing slightly. Felicity felt sympathy well up for his obvious distress. If she remembered right, Bucky had been Steve's best friend. To find out suddenly that he was alive, that he'd been captured and brainwashed by the enemy and forced to kill for them for decades…Felicity couldn't even imagine what that felt like.

He opened his eyes again, his expression hard and determined. "Do you have any idea where they're keeping him?"

Felicity frowned, worrying her bottom lip as she thought. "No, I'm sorry. If the movie ever said where he was, I missed it." Bucky had mostly been the one tracking them down, the way she remembered it.

"Is there anything else?" Director Fury asked.

Felicity moved her attention back to him. "Um, I think there was some kind of elaborate plot for Hydra to murder everyone that could even potentially become a threat to them, but I don't remember how they planned to pull that off."

Clint let the front legs of his chair hit the ground. "You know, I'm starting to see what you meant by saying things were complicated."

His tone was calmer than Felicity thought he had any right to be, given what she'd just told them. In fact, Clint, Natasha, and Director Fury didn't seem to react much at all to the idea that SHIELD was actually their enemy. Thor's expression was more concerned than any of them, and he wasn't even part of SHIELD. Steve was the only one that seemed to be having a truly normal reaction to the situation.

"What are we going to do?" Steve asked, looking over at Director Fury.

"You are not going to do anything," Director Fury said.

"Not do – " Steve sputtered, "Felicity just told us that Hydra – "

Director Fury held up a hand, cutting off the flow of words. "Ms. Greene has given us serious warnings, but not nearly enough detail to act on them yet. Now that I know I need to look for traitors within SHIELD, I will find them. But until we have the information we need, we will not act rashly. Is that understood, Captain?"

There was a tick in his jaw, and Steve glared at Director Fury. Tension built during their staring match, then suddenly Steve seemed to deflate a little, dropping his gaze. "Yes, sir." He sat back slightly in his chair, still clearly unhappy with Director Fury's decision.

Director Fury nodded. "Good. What we have discussed here is not to be shared with anyone. If someone asks, we will stick with Ms. Greene's original statement that she doesn't know anything about this world." He waited for everyone to nod in confirmation. "Thor, Ms. Greene, Captain Rogers. You are free to go for now. I need to speak with Agents Romanoff and Barton a bit longer."

They three of them stood and left the room. Agent Klein was still waiting in the hall. He stepped towards them, but Steve said, "We've got her. You can go do whatever."

Agent Klein paused, frowning. "I've been assigned to Ms. Greene."

"And I said we've got her," Steve snapped, a hard edge to his voice that made Felicity eye him warily. His temper was clearly on an extremely short fuse. Not that Felicity blamed him for that, not given the information he'd just learned. But Felicity had no idea what he might be like when he was angry, even if he was one of the good guys. She'd just as soon be out of his way if he was going to lose his temper.

Apparently, Agent Klein felt the same way, because after a moment's hesitation he nodded and walked away. "Come on," Steve said to Felicity and Thor. He started walking in the opposite direction of Agent Klein, and Felicity reluctantly followed, Thor by her side.

"Are you sure," Steve asked, looking back at Felicity, "that you don't know where they're keeping him?"

It wasn't hard to figure out who Steve was asking about. Felicity frowned, wracking her brain. She didn't know where Bucky was, but maybe there'd been something in the movie that could act as a clue for Steve, even if it didn't really mean anything to her. A memory sparked, and Felicity snapped her fingers. "Oh! Um, no, I don't know where he is, but I think I know where you could go to find out."

Steve nodded. "That's good enough." Before Felicity could start to tell him what she'd remembered, Steve looked up at Thor. "Are you in? Or are you going to try to stop me?"

Felicity blinked, glancing between the two men. Wait, what?

Thor seemed to consider the question. "A quest to save a friend is a noble one. And I am no longer comfortable allowing the Tesseract or Loki to remain here, nor do I trust them with Lady Felicity's safety. We will join you."

Steve nodded. "Good. We probably shouldn't let Bruce stay here either."

Felicity stopped walking. "Wait, hold on. What are you guys talking about?"

Steve reached back and caught her upper arm, tugging her along with them. "We're getting out of here."

Felicity's jaw dropped. "But Director Fury said – "

"I heard him," Steve said. Felicity stared up at him, realizing his reluctant agreement to Director Fury's order not to do anything in the meeting had been a farce. He looked down at her. "You telling me you want to stay here?"

Well, no, Felicity wasn't exactly eager to stick around with SHIELD, not knowing who may or may not be a bad guy. But rushing off without permission and without a plan didn't seem like a great idea either.

He must have interpreted her silence as agreement, because he let go of her arm. Felicity kept walking with them. This seems like a bad idea.

Steve paused in front of an unmarked door. "Just a second," he said. He opened the door, and Felicity saw it was a room identical to the one they'd let her stay in, except this one had some personal items in it. Steve's stuff, she guessed.

He grabbed a bag and shoved his Captain America costume in it, as well as a small, metal box. He slung the bag over one shoulder and picked up his trademark shield with his other hand. "Let's get the others and go."

Steve led the way, Felicity following behind him and Thor bringing up the rear. It didn't seem to take long at all before they made it to the holding areas. A man was sitting in a chair in the hallway, doing something on a tablet. He looked up as they approached, and Felicity only made the connection that 'Bruce' was Dr. Banner when she saw him. Her steps faltered for a second, the memory of him as the Hulk welling up. They want to bring him too? Felicity could understand why they wouldn't want to leave him in Hydra's reach, but Felicity was reluctant to spend more time near him than necessary.

"Bruce, we've got to go," Steve said.

His brow furrowed. "Go where?"

Thor walked up to the door of Loki's cell. "Is there a way to open this that will not set off alarms?"

"Yes, but why would you want to?" Bruce asked.

"There's no time to explain," Steve told him. "I just need you to trust me when I say the five of us need to leave now."

Bruce glanced between them. Felicity crossed her arms when his gaze landed on her. Finally, he looked back at Steve. "Okay, but I don't actually know the codes that would let Loki out. We'd need a SHIELD agent to do it."

Steve grimaced. "Thor, do it."

Before Felicity could ask what exactly Steve was telling him to do, Thor punched the control panel by the door, his fist sinking in up to his wrist. A shrill alarm immediately blared, and the door to Loki's cell slid open. Loki walked to the entrance, eyeing all of them. "You know, I'm not certain I want to go with you."

"You don't have a choice, brother," Thor said. He grabbed Loki by the shoulder and pushed him down the hall.

Felicity followed the group, her steps reluctant. Every minute this course of action seemed worse, and she couldn't help but wonder if it would actually have been so bad to just do as Director Fury had said. Steve noticed her starting to lag behind and caught her wrist in his hand, pulling her along. "You've got to stick with us," he told her.

"Actually," Felicity said, "I was thinking – "

"You're coming," Steve said, a finality in his voice that left no room for argument. Neither did the firm grip he kept on her wrist, and Felicity realized with a jolt that he wasn't actually giving her a choice in the matter.

Three agents appeared at the end of the hall, weapons in hand. They came to a confused halt when they saw who was coming. "What's going on?" one of them demanded.

"Stand aside," Thor said. "We have important business to tend to."

They glanced between themselves, still seeming confused, but as Thor continued forward at his fast pace they did as he said, lowering their weapons and moving to the side to let them pass. I can't believe that just worked. Maybe it shouldn't be that shocking. Thor, Steve, and Bruce had just helped fight off an alien invasion and save the world. The agents didn't know that they were currently going against Fury's orders. Plus, Thor was like six and half feet of pure muscle. Who exactly would want to stand in his way?

The alarm cut off as suddenly as it had started, and the silence worried Felicity nearly as much as the wailing had. They made it to a set of stairs and as they started up something whizzed past Felicity's face. There was a sharp pop, and then a cloyingly sweet smoke billowed around them.

"Do any of you know the meaning of acting rashly? Because this is definitely it." It was Clint's voice, but Felicity didn't have the chance to turn and look. Steve was dragging her up the stairs with him as she coughed, trying to clear the smoke from her airways. She stumbled over a step, her limbs going heavy.

"Steve," she gasped, blinking sudden spots out of her vision.

He pulled her closer, and the next thing Felicity knew she was over his shoulder. She clung to the back of his shirt, because falling now would be really painful. She squinted her eyes, and through the smoke she caught sight of Clint knocking another arrow to his bow. It was the last thing she saw before the smoke overwhelmed her senses and she passed out.


AN: That chapter in which no one can catch a break. And in case anyone was wondering, Fury, Nat, and Clint are impacted by the news of Hydra/SHIELD, but you know, they're spies and used to hiding their feelings. Plus Felicity doesn't know them at all, so she doesn't know what subtle signs to look for that they're upset. Also, impulsive, reckless Steve is so much fun to write. So much.