I am trying to stick close to the movie, however some things are going to change. It will be mostly from Claire's point of view. When it does switch I will label it. Claire is my character, the rest belong to Marvel.

Claire POV:

I opened my mouth to say something, but an explosive blast knocked me backwards and through glass. My ears were ringing and my vision was blurry. The glass was uncomfortable underneath my body. I barely heard Steve speak to Stark. They had to be close, but I didn't know just how close. Their voices were muffled. With a groan, I began to push myself up into a sitting position. Pieces of the glass dug into my palms, there was ringing in my ears and my vision was slightly blurry.

"Claire!" I heard Steve yell. I blinked the spots from my vision and tried to ignore the ringing. "Claire, are you okay?"

I looked up to the ceiling and saw Steve the floor above me. He looked concerned but physically fine. I hadn't fallen too far from Bruce's lab at least.

"I'm okay!" I nodded. Muttering under my breath, I added, "I think."

"I have to help Stark! I'll be back to get you!" He yelled, before running after Stark. A quick nod was all I could give him.

My head was pounding from being knocked around. Taking a deep breath in, I made sure I wasn't seriously injured. Nothing felt broken, just a little achey. I would be covered in bruises by tomorrow. Less than a few seconds later, sparks flew up around me. I threw out a hand, projecting a weak shield to protect my body. My eyes widened at the sudden use of my gift. A faint golden glow shimmered around me, then disappeared. Once I was sitting against the wall, I realized where I was.

Loki watched me from behind his cell walls, which were slowly fading away. With another groan, I pushed myself to my feet. Glass crunched beneath my feet. There was nothing around me I could use as a weapon.

"You are a fast learner, darling Claire," Loki spoke as he stepped from the confines of his cell. He was no longer wearing his 'casual' clothes. He was dressed in his battle armor. I pressed myself back against the wall, trying to figure out a way to escape. "I did not expect you to learn as quickly as you did. You do not know your full potential though."

"Says the person with golden horns on his head," I commented sarcastically.

He 'tsked' at me after he spoke, grinning. At this moment, he looked truly evil. Just behind him to his left was a piece of metal that had broken away from the rest of the carrier. If I could get to that piece, I might have a fighting chance. From somewhere below us, I heard the Hulk yell out. This was just what Loki wanted. Chaos.

The entire ship seemed to shake. I put a hand against a wall to steady myself.

"Are you listening to me, Claire?" Loki's sharp voice drew me back to him. He gave a small sigh. "No, you were not. Dear Claire, what am I going to do with you?"

"Why do you want me, Loki?" I asked, cutting him off from speaking again. I shuffled slightly to the left, hoping to get a clear shop at the metal piece. "Why not Natasha? Why not someone else?"

"Because, you, Claire, have a great power inside of you. You are like me. You hide in the shadow of your brother, never showing your true colors…"

"I am not like you!" I yelled at him. He laughed a little as the ship shook. I had to brace myself again.

"But you are, Claire. I have hidden in Thor's shadow, just like you are hiding in Clinton's. It is time for you to show everyone what you can do. Let me teach you," His voice was smooth. It was alluring. He made me want to listen to him, to let him teach me. I wanted to go with him. "You know this is a good idea. Claire, you could be a queen at my side. We could rule this world together. People would fall at your feet, worship you like a goddess."

"No," I shook my head. He was trying to get inside my head. I could not let him though, I needed to stay focused.

"Claire," He cooed. A faint green light glowed from his hand. His scepter materialized in his hand. The blue gem glowed bright in the tip portion, just below the spear. He looked powerful standing in front of me. Loki looked intimidating, scary. I stood up straight, trying to stand my ground.

"No!" I yelled. "You hurt people, you kill people!"

He looked shocked at my sudden outburst. I took this momentary distraction at my chance to move. I knocked him to the side and lunged for the metal piece on the ground. My fingers barely brushed against the cool metal before I felt Loki's hand on my shoulder, pulling me backwards. His laugh filled my ears. I was so close. Without thinking, I twisted myself around to face him. A single white light shot from my fingertips and into his chest, causing him to stumble. This gave me an advantage and I scrambled to my feet. Before I could reach something to use as a weapon, Loki was on his feet as well.

"Your are a foolish girl," He laughed. Five Loki's circled tightly around me. "I will give you the world, even if you do not want it. You will learn to love the new world, to love the power I will show you."

I quickly spun around, desperately trying to find the real Loki. All of the Loki's were stepping towards me, closing in around me. They looked identical, how was I supposed to find the real one? The Loki's held their scepter up, tip pointing towards me.

"Join me freely or join me as a prisoner, darling Claire. The choice is yours." The voices echoed around me, one of the staffs was almost touching my chest, just below my collar bone. I could feel the ship shaking around me. Think, Claire, think. I took a deep breath and lowered my eyes and head.

"Alright," I whispered. I swallowed hard and looked back up at him. "I'll go with you, but you have to teach me."

"Delightful, Claire!" Loki grinned, his eyes lit up. All but one of the Loki's disappeared, leaving one Loki in front of me. The carrier seemed to shake around us. I reached out to the wall for support again. Loki extended one hand, taking mine to keep me steady. I frowned internally.

He waved a hand and a soft green light surrounded me. My SHIELD issued jumpsuit was replaced with a dark green tunic with slits at the hips. A silver chest plate covered my chest and stomach with pleats at the hips. A pair of leather leggings and black leather boots were on my legs and feet. The boots had metal fastenings as accents. A long cape was attached at the top of my chest plate at the shoulders. It was a dark green to match the tunic.

As soon as my new outfit appeared, the ship started to lean to one side. I looked around panicked. One of my hands shot out, attempting to brace myself on the wall as the ship leaned.

"Do not worry. Everything is going as planned," Loki told me in a smug voice. He took my hand and pulled me away from the wall, where I had been cowering.

"Of course," I said with a small smile. I needed information, now. "Tell me, how do you use so much magic, so efficiently?"

"Its simple, really," He started to talk. He didn't seem to have a care in the world. He was very relaxed. "You have to open your mind. You need to relax, yet stay in control. Think of it like a fire. You control the flame, do not let it die, but do not let it burn everything in its path."

I nodded, taking in what he said. For someone so evil, I understood him. I knew exactly what he was talking about. It made sense and I knew that I could do what he said. It was stupid that I did not figure that out on my own. Loki took a step towards the door when I heard Thor scream.

"No!" Thor came running into the room. He looked exhausted and determined. When he saw me, his face turned to anger. In an accusatory voice he yelled, "You!"

"Thor, no," I started to speak. I needed to explain to him what was happening. He did not let me speak, instead, he spoke quickly.

"No, do not speak. This is all because of you! You are a traitor!"

"Do not listen to him." Loki's voice was plain, nonchalant. Thor began to run towards him, but Loki stepped to the side, pulling me with him. Thor ran straight into the cell that Loki was occupying. Loki laughed at his brother and watched the cell door close on Thor.

"No, Loki," I spoke. Loki sent me a glare and shook his head. I quieted down, scared.

"Are you ever not going to fall for that?" Loki grinned. I moved towards the glass cell as Loki moved towards the control center. I stopped short when Thor banged his hammer against the glass, causing four metal arms clasped onto the container. I frowned and looked to Loki. He was watching Thor, surprised. The glass held a large crack, but was still intact.

"Loki, stop, please," I begged. He laughed at me and looked to the control panel.

"You will learn to do what is necessary, Claire," He spoke to me, then to Thor. "The humans think us immortal. Should we test that?"

Before Loki could push any buttons, Phil knocked Loki's guard out with a massive gun. It was a Stage Two gun, a sample. Phil looked to me, eyes narrowed, then back to Loki.

"Move away, please. Claire, you too," He spoke. Loki did as he was asked, I stood my ground. Thor was in the cell, watching the scene unfold. "You like this? We started working on the prototype after you sent The Destroyer. Even I don't know what it does. Do you wanna find out?"

As Phil spoke, he moved closer to Loki and me. The machine powered up with a red glow and a mechanical whir. Before I could process what happened next, Thor was screaming behind me. Loki was in front of me, Phil on the ground, bleeding from his chest.

"No," I whimpered, moving to Phil quickly. Loki kicked me away from Phil with his boot. It was going to bruise later, I could feel it. I looked up at him as he pressed the button that opened the hatch beneath the cell. With a delayed movement, he pressed another button, causing the cage to drop from the carrier. A small noise came from my throat, a gasp.

"You're gonna lose," Phil said with a weak voice. He was sitting against the wall, the weapon in his limp hands.

"Am I?" Loki sneered. He looked to me, motioning for me to get up. "Come, Claire."

"It's in your nature."

"You're heroes are scattered, your floating fortress falls from the sky. Where is my disadvantage?" Loki spoke, moving slightly towards Phil. He grabbed my arm and pulled me to my feet. I guess I was moving too slowly for his liking. I whimpered softly and stood with him. "Let us go, Claire."

"You lack conviction," Phil whispered. I frowned seeing him like this, it broke my heart. Phil nodded just slightly to the right. My brows furrowed, but I noticed his hand twitch. I shuffled a half step to the right as Loki spoke.

"I don't think I…" Suddenly, a ball of red, fire-like light shot from the end of the gun. It blasted Loki through a wall and made me stumble backwards. I had to use the control center to catch my balance.

"So that's what it does." Phil said weakly. The gun was now limp in his hands.

"No, Phil," I scrambled to him. He shook his head.

"Get Loki, Claire. Remember who you are," He spoke. My throat was tight and tears threatened to spill over. I nodded quickly, getting up and moving to go after Loki. As I walked, the outfit Loki had designed for me faded, leaving me in my SHIELD clothes again. I do not know if it was because Loki was not around to keep the illusion up, or if my own anger and magic changed my clothing back to normal.

I caught up to Loki on the deck of the carrier. He was stepping into a jet.

"No! Loki!" I screamed after him. My knees were weak, thinking about Phil. I pressed my lips together, focusing on the gift inside of me. It was about control, he said so. I took a deep breath, raised my hand towards the jet he was leaving on and opened my eyes. Anger fueled my fire. As my eyes opened, a blast of white light shot out and struck the jet. Smoke started to rise from the engine. That would distract him for a little while.