A/N: New version of chapter 3, for those who have already read my story enjoy it again and for those reading for the first time please enjoy as well.

Disclaimer: I do not own Marvel or any of the wonderful characters. Apart from my Pan, one moment she's a part of my imagination and next she off saving the world.


During the time Pan was sat keeping an eye on Banner she soon became bored, slipping into a pensive mood letting her mind wonder wherever it wished. The first thought to pop into her mind was how 'normal' the Doctor seemed, yes he had a cautious air about him but that was understandable. How could such a clever and seemingly gentle man turn into what she had only been told was a monstrous beast? Also how had it happened? Coulson had explained it as a failed attempt to replicate Captain Rodgers' 'improvements' but Pan wasn't so sure. Why experiment on yourself? She wondered especially if you were unsure as to the results. This turned her mind to her own origins, but she quickly shook herself out of those thoughts, they would take her nowhere good.

It was at that moment she heard the sound of many footfalls from the corridor heading in their direction, so they found guards brave enough to transfer him then she thought jumping lightly off the counter to lean up against it. She readied herself, as much as she could for what might happen next. No need to seem too threating, she decided crossing her arms in front of her chest.

The squad allocated to the transfer soon came into view with Loki in the centre, however no one could argue who was in charge in this situation the way he held himself just screamed power and arrogance. Pan continued to observe him as he looked confidently through the glass into the lab and directly at Banner with a smile that could only promise trouble. Still concentrating on Loki she could see the Doctor's reaction in her peripheral vision, removing his glasses and rubbing the bridge of his nose Banner did not look happy about Loki's presence.

As Loki's gaze swept back to look where he was going, it landed on her. Pan felt like she was being dissected once again and she did not enjoy the feeling. Loki cocked his head to one side seemingly intrigued by her presence though his smile did not falter. Refusing to show her discomfort Pan merely replied with a raised eyebrow and blank expression. Their shared moment didn't last long as he had soon moved on with the guards not letting him stop on their way to his cell.

"Right, I'm off," Pan announced suddenly "Keep up the good work Doctor and I hope I wasn't too distracting for you." Moving away and toward the door, which opened for her with a smooth hiss, she gave him a quick wave over her shoulder.

xxxxx

Pan knew where Fury would be, explaining Loki's new home to him and how his captivity was going to work. She also knew how to observe this interaction directly without being seen and she didn't feel like just using the monitors on the bridge. After leaving Banner's lab she quickly travelled through the corridors coming to a certain point in particular that was situated near the room in which Loki was being held. With a quick check for people nearby Pan leapt upwards grabbing hold of a ceiling grate, lifting her body slightly with her arms she dropped her weight on one side of it successfully pulling it open. Swinging her body up once more Pan quietly slipped into the ventilation shaft feet first, swiftly closing the hatch behind her. It didn't take too long to reach Fury's specially designed prison. Once there she sat silently by the grate in the wall watching as Loki was guided into his glass cage the door sliding shut behind him. Pan observed from her hiding place as Fury entered the room and circled Loki using the cat walk surrounding his cell until he reached the console that controlled it.

"Just so we're clear, you try to escape," he pressed a button on the panel in front of him "You so much as scratch that glass," the floor underneath the cell opened up with a rush of air. Loki moved to the edge looking down through the glass into the open space below, that Pan knew ended in a very dangerous drop for the person in Loki's position.

"30,000ft straight down in a steel trap, you get how that works," Fury explained pressing more controls closing the massive trap door in the floor below. Raising both hands to gesture to Loki he said "Ant…" moving to gesture to the controls he then said "Boot." This caused Pan to smile, even when serious Fury could be amusing.

This also caused their prisoner to laugh as he backed away from the glass into the centre of his new space. "It's an impressive cage," he replied raising his arms from his sides, he then gestured to himself "Not built I think, for me."

"Built for something a lot stronger, than you." Fury's explanation caused Pan to wonder I'm curious to see if that's true she knew it would be a bad occurrence however if her curiosity was sated.

"Oh I've heard" Loki turned to the CCTV camera on his left knowing the others were watching "A mindless beast who makes play he's still a man. How desperate are you? You call on such lost creatures to defend you."

"How desperate am I?" Fury was not pleased with Loki's question and he approached the glass "You threaten my world with war. You steal a force you can't hope to control, you talk about peace and you kill cause' it's fun. You have made me very desperate. You might not be glad that you did." That was true Fury could live up to his name, though Pan had only seen it on a couple of occasions.

Loki winced letting out a breath in an almost sarcastic manner, "It burns you to have come so close. To have the Teseract, to have power, unlimited power." stepping back further into his cell, Loki seemed quite comfortable, "And for what?" Smiling once more he turned to the camera, "A warm light for all mankind to share? And then to be reminded what real power is" he turned back to Fury, each of them trying to intimidate the other.

Fury merely smirked at this turning away from the glass and the God it contained, "Well, let me know if real power wants a magazine or something." This amused Pan again you always have to have the final word, don't you Fury.

She wasn't planning on staying after the conversation had finished, knowing that Fury would want her back on the bridge to discuss the little information they had. But she paused watching Loki for a moment longer, sat where she was the grate obscured her view so she still couldn't get a good look at him. Letting out a quiet breath she prepared to leave until she was interrupted.

"Spying on your own people? Or are you here to keep me company?" Loki's sharp words rang out within the room bringing Pan up short. How did he know she was here? She had been silent hadn't she? Knowing she shouldn't be there in the first place she moved to leave, but something stopped her. Perhaps it was merely her ever overly abundant curiosity or something else entirely, but she was drawn to him.

Sighing gently she removed the grating in front of her with an easy push that most people wouldn't be able to achieve. Stepping out of her hiding space she replaced the cover, noting mentally that she would have to get maintenance to repair it later. Pan jumped down from the ledge to the metal walkway below, landing in a graceful crouch. Standing she raised her eyes toward the captured man before her, now able to get a better look at him with glass between them instead of a sword. He was a tall man standing about 5 inches above Pan and he had a slim figure, though she knew he was most likely well-muscled underneath his armour. His armour couldn't be any more different to Thor's Pan noted, his whole ensemble a mix of green and black leather rather than the silver and blue plate mail his brother favoured. He's quicker then, lighter on his feet perhaps,she thought making a mental note. The metal bracers and shoulder guards transformed it into a warrior's uniform however, so not afraid of a fight. His pale skin and black slicked back hair completed the picture making him look truly dangerous and charming.

He stood still as her eyes raked over his appearance, she must have taken to long as he raised his arms outward and broke the silence of the room "Would you like me to twirl?" a smirk danced across his face. Her eyes snapped back to his at this remark causing her to remember once more that she wasn't supposed to be there. Realising she had satiated most of her curiosity and got her closer look Pan turned toward the exit meaning to leaving.

Loki dropped his hands to his sides at her movement a look of amused apology gracing his features. "Oh come now do not leave quite yet," this caused her to pause looking back to him her face remaining free of emotion. "It seems rude that you haven't properly introduced yourself, especially after our rushed first meeting."

He must have been hoping to get some kind of response from her be it a verbal reply or an emotional expression, for when she showed him nothing he frowned. Stepping closer to the glass he took in her appearance as she had his, once more making her feel uncomfortable as he had done in the lab. She shifted slightly moving back to face the glass again, she cocked her head to one side as they observed each other.

Pan's reply to his statement surprised her, as she hadn't meant to speak to him, "My name is Pandora." Why she gave him this name and not Sarah she didn't know, it just felt right she supposed.

"Pandora" Loki smiled lightly at her words it was almost a whisper as if he were trying out the word in his mouth. "What brings you here then Pandora, hiding from your master as you were?" The way her name rolled off his tongue distracted her for a moment and that was all it took for him to notice, his smile got wider.

"Studying the enemy," was her simple explanation "And Fury isn't my master, he's just the guy that pays me." Loki chuckled at this seeming to find her very amusing and it was beginning to annoying her.

He looked like he was about to say something else but Pan knew she had lingered too long. Turning to leave once more she headed toward the exit, throwing a comment over her shoulder as she left "Enjoy your new accommodations Loki Laufeyson, I hope it isn't too uncomfortable." Fury isn't the only one who can have the last word she mused as she left. As soon as it had popped into her head she felt his gaze burning into her back and of course lower areas, somehow proving her thought wrong.