HAPPY HALLOWEEN! Ghosts and goblins and things that go bump in the night; my favorite time of the year. Sorry it took so long to get this chapter posted. My sister's ultimatum about resting up after my surgery came a bit too late. Just a couple of days after she read me the riot act I began running a fever and was too nauseous to eat anything much at all without it coming back up. I had developed an infection deep inside one of the upper incisions which eventually opened. The doctors cleaned it out and put me on antibiotics. It took a while but everything cleared up. So now I'm back to writing and will hopefully, if real life cooperates, post faster.

Part One:
Director's quarters SHIELD Helicarrier…

Years of alcohol abuse had accustomed Tony to the sensation of kneeling before a toilet, striving to throw up his own toenails. It was a feeling he didn't think he'd experience ever again since he gave up the bottle. Fingers clutched convulsively to the cold rim as he heaved until his abdominal muscles screamed in protest. When the spasms finally eased, Tony rested his head against the bowl, and with a shaking hand, flushed away the meager strings of bile he'd just brought up.

He wasn't ill. Tony was certain of that. Extremis' enhanced healing factor pretty much rendered him immune to everything from the common cold right up to every form of cancer.

(Damn it! What's wrong with me?)

If only he could retire to the tower…spend five or six days running tests….

Yeah, like that was going to happen anytime in the next millennium.

Wetting a washcloth, he wiped his face, using a bit of the running liquid to rinse the bitter acidic taste from his mouth. This was the eighth morning in a row that he'd woken nauseous and scrambling for the bathroom. After a few hours and some light food he was fine, until some smell or image sent him into another bout of praying to the porcelain god.

Bracing himself, Tony attempted to stand, only to groan and fall back to his knees, hands clutching convulsively at his stomach. This aching pain situated in his lower abdomen was plaguing Tony almost constantly now.

It all began a month ago, shortly after…after…

Tears formed at the corners of his eyes. Even the barest thought of the subject brought back the horrible images.

((The crowds…the procession…the first shot…Steve's face…the look of shock…the blood…all that blood…))

Scrambling for the toilet, Tony retched again, bringing up only froth for his misery.

His fault… His fault…

He hadn't been there when the detail brought Steve to the courthouse. Tony simply couldn't bear to watch the man he'd finally acknowledged he loved just a few hours before being treated little better than some vicious gang leader or drug lord.

Maybe…maybe if he'd been there, Tony might've been able to stop the sniper and save Steve's life.

Tony felt bone tired, yet the very thought of sleep scared the hell out of him. Nightmares constantly drove him screaming from the rest his body so desperately needed.

The nightmares weren't the only things keeping him awake.

Time…there was never enough time now…for anything.

In the past there were moments Tony had felt like a piece of taffy, being stretched and pulled in all different directions at once, fraying along the edges. But never like this. The running of his company, handling registration, dealing with the increasing governmental interference, directing SHIELD, and working on his own superhero team was pulling him in so many directions; Tony was being torn apart by the load.

Pepper's assistance was wonderful as always but did little to relieve the strain. Reed and Hank were doing what they could but neither man was particularly equipped to handle the snakes that slithered on Capitol Hill.

It was getting harder and harder to keep the bastards from getting what they really wanted.

Thank God Peter was safely hidden somewhere out there. What they wanted to do with that young man…and so many others…

He felt sick again, but it passed before the heaves started.

SHIELD was perhaps the easiest of his load-until recently.

Maria Hill was definitely becoming a problem.

As acting skills went, hers were damned good; with talent like that she was wasting her time on SHIELD when she could be on a Broadway stage. To any casual observer she might appear the perfect subordinate; quick thinking, efficient, loyal, and dedicated. But Tony knew differently. He now knew she resented, if not outright hated him. Using the security cameras, Tony had caught her expression when his back was turned; loathing, contempt, and even smoldering anger at times. The tension between them was beginning to be picked up by other SHIELD members.

Tony needed to stop this before it undermined his authority-yet he couldn't get rid of her.

Some very high placed people in Washington wanted Hill as one of his direct subordinates so he couldn't oust her. Assigning her to another post was out of the question too; keep your friends close and your enemies closer, as they say. Who knew what trouble she'd stir up if she was out of Tony's direct control for any significant length of time?

Standing up, he held onto the sink until the room stopped spinning. Tony simply couldn't go on like this for much longer.

SHIELD did have one of the best medical staff around, but they weren't capable of dealing with Extremis, especially if there was something wrong with the program itself. Nor would he use their facilities to perform his own tests. It was just too risky security wise; some people were too curious for their, and Tony's, own good.

Tony, Hank, and Reed were the only ones possessing the degree of intelligence and technical skill to handle such advanced technological problems, especially now that Maya Hanson was dead.

As a superhero, Tony had gotten used to the idea of dying in battle, so hearing of someone dying after accidentally slipping in the shower and breaking her neck shocked Tony. He hadn't looked at the shower stall the same way since.

His schedule was pretty clear today, a major miracle Tony accredited to being granted by some sympathetic deity. Divine intervention was only explanation for this free time.

Time enough, he hoped, to visit Reed.

It wouldn't be the in depth examination he'd do himself, but at least Reed's could narrow down the field. Who knows; perhaps Reed would get lucky and find the problem and thus save Tony the effort.

He would alert Dugan to his plans even though the man was hip deep in investigating the explosion that destroyed a good chunk of a New York City block.

Barely six hours after Steve's… Steve's death… an explosion devastated a portion of one block, killing dozens and sending dozens more to the area hospitals. Emergency crews first on the scene worked like mad to contain the raging fires that threatened to spread to the remaining building left standing. Only after hours of grueling and dangerous work was the blaze extinguished. Finally, SHIELD investigators could move in.

Sifting through the rubble, they eventually discovered the source, or rather sources, of the blast. Careful examination of the meager bits of human remains found that an unknown type of explosive was actually inside each person and literally ripped them to shreds upon detonation.

DNA tests were the only way to confirm their identities; God, what a bombshell that was.

Aleksander Lukin, former soviet soldier and KGB agent, owner of the Kronas Corporation and Roxxon Oil. He was also, according to files sealed in a blast proof safe embedded in a steel beam twenty yards away, housing the Red Skull's consciousness for a number of years. That little revelation had quite a few government officials who'd been kissing up to the businessman backpedaling and trying to cover their asses.

The second victim, given the identity of the first, was no real surprise; Sin, the Red Skull's daughter.

The last one was Dr. Faustus, who was aiding the Red Skull in coexisting with his reluctant host and his plans to obtain a new body.

The world was now a better place without them in it.

There was barely enough left of all three bodies to fit in a single shoebox, which Tony promptly had reduced to component atoms after their identities were confirmed.

No one mourned the trio's demise. In fact, many governmental and civil rights groups threw parties celebrating. No doubt someone would propose making the date a national holiday. If he could only ensure the three would remain in their graves, Tony would be the first to sign the petition.

Faustus' files were a wellspring of information. All the agents he'd worked with that were now suspected of being mentally compromised were removed from active duty and housed in a geographically isolated and secured facility until they could be cleared. Most accepted the situation readily enough, but a few, like Sharon Carter, were bit harder to handle.

Evidently, her role in Cap's death badly unnerved Sharon and she was now setting in a padded cell under twenty-four hour suicide watch. The doctors were optimistic that they could remove all of Faustus' work and restore her mind but, given her history, might take them years to do so safely. She kept mumbling about guns, Faustus, Steve, and their unborn baby. Tony bristled the first time he heard that but calmed down after the doctors verified that she wasn't pregnant. He knew he shouldn't feel so; Sharon had been a friend for many years. But he couldn't help it. He loved Steve and even now it hurt to think of him sleeping with someone else.

Vultures that they were, the media were in a feeding frenzy. But like vultures they only hung around until the food ran out or other, juicier, stories came around and then they moved on. Several recent high profile deaths worked to draw attention away from Stark and SHIELD and gave Tony some much needed breathing space until the next disaster focused the media back on him.

Grabbing his armor briefcase Tony prepared to leave. He opened the door—and nearly knocked over the person standing there.

"Sorry Jan, I didn't see you." Tony reached down to help his dear friend to her feet while marshalling his strength to present as normal an appearance as possible. "I'm afraid I can't stay and chat. I have an appointment with Reed to keep." He gave her one of his most engaging smiles as he attempted to breeze past.

The effect was totally lost on the Avenger.

Her words brought Tony up short. "I know you're sick Tony."

"Me? Sick? Now where would you get that idea?"

Her eyes cataloged his appearance. "Oh I don't know…perhaps the weight you've lost, your pale complexion, the throwing up?"

Tony blanched paler than he already was. "How did you—."

"Dugan told me, right after he'd arranged some free time for you."

(Dugan arranged this window for me?) Tony stifled a grim chuckle. Dugan probably had plenty of training on handling hard-headed superiors over his long service with Nick. "Jan…"

"Would you like some cheese to go with that whine? I know you Tony. Whatever Reed digs up you'll bury it inside and try to deal with it on your own. Well not this time. I am going with you and will stay with you throughout the entire exam; whatever you hear I'll hear."

"But Jan-,"

"No buts Tony. I'm going with you. Don't make me call in Carol and Natasha."

Tony sighed. He knew when he was beaten; when Jan set her mind to something nothing short of a world destroying catastrophe would be required to change it.

Jan smiled and spun around. "Now that that's settled I have a flying car ready. Don't even think about flying yourself."

S&T

Dugan grunted as he read Stark's message. (About damned time! If he didn't take this chance I would've dragged his ass to Richards myself! At least he's not flying there; probably end up splattered all some skyscraper's windows. Jan will take care of him.)

Stark had done a good job of hiding his illness from the Helicarrier's personnel-but not from Dugan. After decades of service under an infuriatingly stubborn Nick Fury, who'd go to nearly impossible lengths to hide any injury or illness, Dugan knew how to spot the signs.

There really wasn't that much difference between Fury and Stark, now that he had time to think about it. Both men were driven, took unnecessary risks with their own lives, determined to do the right thing no matter what the cost, and pig-headed as all hell. Stark was a little looser with the rules and regulations, but that only earned him the loyalty of some of SHIELD's more eccentric agents.

Dugan wasn't a scientist, and he didn't even understand a fraction of the stuff he'd read about the Extremis that Stark was carrying around in his body. What little he did understand said that Stark shouldn't be getting sick. Richards was one of the best brains on the planet. If anyone could find out what was wrong, besides Stark himself, it was Reed.

He just hoped the two brilliant men could clear this up quickly. Dugan hated the thought of Hill getting her hands on the Directorship again.

Shaking off such troubling thoughts, Dugan turned back to the daunting task at hand.

Who hated the Red Skull and his merry little band of psychos enough and had the scientific skill, access to the trio, and cunning to arrange their deaths in such a spectacular and lethal fashion? The list of possible suspects wasn't that long but after extensive investigations into each one ruled them all out as the culprit.

That left someone new; some unknown player had entered the ballgame.

Damn, but he hated curveballs.

What was this unknown person's, or persons', motive for knocking them off? What was there to gain? Revenge for a betrayal? Justice for some heinous crime one or all of them had committed? Or was this a pre-emptive strike to kill the competition before they were even aware of this newcomer? That seemed the most likely scenario.

Now it was up to Dugan and SHIELD to uncover this new threat and deal with it accordingly.

"We may have a lead Sir."

Dugan felt a warm feeling in the pit of his stomach at the sound of that warm, mellow voice.

Ever since the, in more ways than one, revealing night at the Raft, Dugan found his world shifted radically, his eyes opened to an entirely new facet of his inner being.

And the focus of that new insight?

Agent Gabriel Holt.

Before that night, Dugan knew the lad only to be a dedicated agent, highly skilled in a wide variety of fields and therefore quite valuable to SHIELD.

Now he was also aware of how incredibly attractive he was, how well that uniform accented his body's lean lines and muscles. Gabriel was lithe, with a dancer's build, but surprisingly strong if one was to judge by the weights he regularly lifted in the gym. He possessed a quick mind, with equally quick reflexes that served him well on or off duty. Those storm grey eyes, fierce yet lively. A smile that caused the old agent's heart to give a startling thump every time he was blessed to see it.

There were several instances where Dugan had to catch himself before he reached out and ran his hand through that messy black hair.

Dugan chastised himself. He was old enough to be the young man's grandfather, and here he was, thinking decidedly non regulation thoughts about how and where he'd love to strip that uniform off and explore the body beneath.

(It'd probably scare the kid right out of his wits if he ever found out what this old fool is thinking.)

Dugan shook his head and focused. "What you got?"

"Eight field reports of workers who gained employment at several restaurants and groceries in the area of the apartment building who all quit right after the explosion. Four were on duty at the time and just walked off the job. The others called in to notify the management. Anyone running a standard background check would've passed them, but when we dug deeper, each one fell apart. These people simply don't exist."

Dugan rubbed his chin in thought. "Food. The explosives were in the food."

"My thought as well. All indications point to the Red Skull using that building as a headquarters for quite some time without any incident. It wouldn't take much to tamper with a take out box, and if done correctly, any container from the grocery stores would appear intact. "

"So he wasn't expecting any trouble from that angle and wasn't checking. Can we track any of these people down?"

Gabriel smiled and Dugan nearly kissed the kid. "Already on it."

S&T

The Baxter Building…

Tony had to admit he was grateful for Jan's insistence on taking one of SHIELD's flying cars. The way Tony felt right now he probably would've ended up smeared across the pavement unless he programmed the route into the armor. Reed greeted him warmly enough. Sue was less than cordial before retreating to the family's living quarters. Reed looked on sympathetically as Tony's shoulders slumped. His own relationship with his wife was still strained, but it was slowly getting better. Unless something drastic occured Tony and Sue might never become friends again. Shaking his head sadly, Reed guided his friends into the labs.

Glancing around, Tony noted the differences between Reed's inner sanctum and his own. Tony's workshop was always cluttered with various designs and projects in progress. Reed's labs were more organized and packed to the brim with all manners of strange devices of his own creation.

Tony removed his suit and donned a simple t-shirt and shorts he'd brought in the Armor's briefcase before laying down on an exam table as instructed. True to her word Jan refused to leave the lab, always staying within sight.

There followed four hours of intense, invasive, and often embarrassing tests, several of which, while Reed ran over to verify the results, left Tony sore, nauseous, and developing quite a headache.

"Amazing, simply amazing," Reed mumbled. "You said that you made some alterations to the original programming? Removing some of the safeties and parameters?"

"Yes."

Elongated fingers tapped on one keyboard across the room while his head hovered over Tony's prone form, something which only added to Tony's nausea.

"I can only theorize what's happening Tony," Reed's body joined his head as he assisted the other man in sitting up. "Extremis has, for lack of better word, evolved. Without those parameters limiting it, Extremis has rewritten much of its own programming; meshing itself into every biological system more completely than anything I've ever seen. The sheer complexity of it is staggering."

On the screen, Tony saw the Extremis program as it was now and was shocked to discover he barely recognized large swatches of it.

"For all intents and purposes, Extremis has become a truly symbiotic partner to you Tony. In some scans, I can't even distinguish with any degree of certainty where it ends and you begin."

"Oh God." Tony rubbed his eyes. What else could possibly go wrong? Shit! He shouldn't have thought that!

"Extremis is now so integrated into your body that to even attempt to remove it would most likely kill you."

"It's not like I was planning to get rid of it any time soon." Okay, Extremis was now a permanent tenant. He could live with that.

Reed highlighted one section. "There are some benefits to this partnership. Its building shields, subroutines and firewalls to prevent any outside forces from overriding its system and therefore yours as well. Considering your past history with mind control, Extremis has no doubt recognized such attacks as detrimental and formulated new defenses against any future attempts to invade your mind."

"Glad to hear that, but it doesn't explain why I've been so sick."

Here Reed fidgeted nervously and cleared his throat. "Well, Extremis didn't limit its improvements to itself and your mental protections."

"Get to the point!" Tony snapped.

"Tony…you're pregnant."

Jan gasped. "Oh no…"

Blue eyes narrowed. "Reed this is no time to develop a sense of humor. Cut the joking and tell me what's wrong with me."

Reed sighed. "I'm not joking."

Tony's eyes widened to near impossible levels. "Oh God, you really aren't joking are you? How the hell can I be pregnant? In case you have missed the visual evidence I'm a man."

"Yes, I have noticed, you are a man. A man now possessing a fully symbiotic construct capable of reshaping any part of your body and internal organs based on a specific command or possibly even, and I believe the most likely scenario in this case, on some intense subconscious stimulation."

"Neither of which I've done."

"Are you sure? Not even unconsciously? Has there been any time, say in the last six months or so, which you've thought about children? Especially children that couldn't possibly exist due to the very fact that you are a man?"

"No! Of course no-," Tony froze, all color leeching from his skin.

Back before all this registration hell started, back when everyone was together at the tower. Tony remembered watching Steve hold little Danielle and couldn't help but think what a wonderful father he'd be. At that moment Tony felt deep despair; he couldn't give Steve that precious gift. Tony could receive Steve's sperm by the bucketful but never conceive his child because he lacked the proper organs to do so. There was always adoption or a surrogate but it wouldn't be the same. It wouldn't be that amazing miracle; a part of Tony and Steve blended together into a new life.

"Yes, yes there was."

"It must have been connected to some extremely powerful emotions to trigger such a reaction from Extremis. As you know, within each cell is housed the complete human genetic blueprint. Extremis must have identified and isolated the DNA pertaining to the female reproductive system and used that blueprint to begin growing you a viable uterus and ovaries. That would explain the pain you've been experiencing."

Tony's knuckles were white as he clutched the table's edge. "So…once everything is done forming the pain will go away?"

"Yes, but this is going to get worse before it gets better. There are strong indications that Extremis is preparing for the eventual birth by making a few alterations to your bone structure and constructing a birth canal."

(Birth…birth…I'm…there's a baby inside…I'm pregnant…a baby…Steve…Steve's…)

The terrible reality of the whole situation was sinking in; a baby Steve would never see…never hold…all the firsts he would never experience; the first smile, first laugh, first step.

A child who would grow up never knowing the truly wonderful man who helped create him or her. How could anyone, even Tony himself, ever accurately describe Steve's great heart and soul?

"Tony? Tony! Are you all right?" Reed became concerned as Tony started crying, hugging his body as he rocked back and forth. Stretching an arm out, Reed slapped the intercom button. "Sue! Come to the labs! Quick!"

Jan snarled some form of curse under her breath before climbing onto the table behind Tony, gathering Tony into her arms. The man was an emotional wreck; clutching at her desperately, great broken sobs wracking his body as tears streamed continuously down his face.

Startled by the frantic note in her husband's voice, Sue came running in to discover Reed and Jan trying to calm a nearly hysterical Tony.

Reed tried to help by gently stroking Tony's hair, neck, and shoulders as he would one of their children who were distressed. "Something neither of us expected. He's pregnant."

"What?"

"He's pregnant."

Sue herself felt a touch of shock but immediately pulled herself back together. She'd be of no use to either man unconscious. "Are you sure?"

"I ran the test five times." Reed began rubbing Tony's back, retrieving a glass of water with the other hand. Together, husband, wife, and friend managed to coax Tony into taking a few sips. Between the three of them they were able to finally calm Tony down. He lay limp in Jan's arms, head resting on her shoulder, and one or two tears still trailing down his cheeks. At that moment whatever anger Sue held against Tony began to melt in the face of his anguish. She hadn't forgiven Tony, possibly never really would completely, nor would she ever forget what his decisions helped cause. But she would, given their long years of friendship, give him a second chance.

"Feel better?" she asked softly.

"Normally I'd say I was fine," Tony voice was low and faintly hoarse from his emotional outburst. "But I'm not…oh God…"

Jan tightened her arms, one hand rubbing the back of his neck. Tony was pregnant. Couldn't the Avengers have normal everyday pregnancies? Carol's rapid pregnancy and birth, Wanda's creation of the twins, and now one of the Avengers' founding members, a man no less, was carrying a baby. It usually took two to tango so who, or maybe what, was the other father.

"Tony, I have to ask," Jan queried. "Who's the father…well, other father."

Tony turned his head, burying his face into Jan's short locks.

"Tony, do you know who the father is?" Sue cupped his face and turned it so she could look into his pain-filled blue eyes.

"Steve." he whispered.

Reed gasped. "Steve? As in Steve Rogers?"

Tony, on the verge of another bout of crying, just nodded.

Jan wasn't all that surprised. Almost from the start there'd been something unique between Steve and Tony, something incredibly rare and special. What started as comradely advanced into a deep friendship which then, with the passage of time, evolved into something far, far more. But men can be so infuriatingly stubborn about their emotions sometimes. Neither one would admit aloud to their true feelings for each other. It was so frustrating! Jan had seriously considered locking Steve and Tony up somewhere until they confessed they loved each other.

(Poor Tony, what are you going to do now?) Jan shed a few tears of her own.

"Dear Lord! Do you have any idea what would happen should news of this get out? That you are carrying Captain America's offspring?" Reed began pacing. "It might very well reignite the whole superhero civil war!"

"No…," Tony ran one extremely shaky hand through his hair. "Not that…"

"Do you know the possible date of conception?"

"The night before the arraignment. That was the last…last time we…" Tony choked and began sobbing again. Jan cradled him closer and began slowly rocking, murmuring soft soothing words into his mused black locks.

Reed checked the test results and frowned. The date didn't match up with the fetal growth. Unless…he typed in a new command and studied the results. Yes, Extremis must've accelerated the rate of development to ensure its viability. Instead of three weeks, Tony was at six, and he said so.

That news snapped Tony out of what Sue believed to be a hormone driven mood swing. She'd gone through enough herself during her own pregnancies to know the signs. "Nearly two months? Can you tell if it's still growing at that rate?"

Another command. "No, the fetus is now developing at a normal pace. You should now deliver around the 25th of January unless of course you decide to abort."

"WHAT?" Tony snarled.

"Reed! Don't!" Sue tried to warn her husband as he once again inserted a foot deep in his mouth.

"Well, we would have to wa—URK!"

The hand around Reed's throat gripped like a vise. "NO ONE IS TOUCHING THIS CHILD!" Tony's fingers sunk deep into Reed's pliable flesh. Stretching didn't help; Tony just tightened his hold to match. The blue clad scientist didn't remember Tony being this strong.

"It… (Cough! Cough!)...was just a possible option… (Sputter!)"

"Tony! Let him go!" Jan tugged on his arm.

"No. It's NOT!" Tony hissed with great venom.

"Right! Not an option!" Reed gasped for breath as Tony released him. Reed counted himself lucky that Tony wasn't wearing his armor. A repulsor blast at point blank range wouldn't have left much of his head.

"I'm going to pretend that you never made that suggestion. Now, what else can I expect?"

Taking a step back to put himself beyond Tony's reach, Reed sat down and looked at his old friend. "You'll continue to experience varying levels of pain until the canal is fully formed and the bones settle into their new configuration. Tony, I strongly suggest that until this process is complete, you curtail as many of your various activities as possible, especially anything that involves the armor. Stress and intensive physical exertion could interfere with the whole process and do internal damage. Too much and you could miscarry."

"I…I could lose the baby?"

"And possibly your life as well; just because the organs appear normal doesn't mean you could be treated as we would a woman in the same situation. To be absolutely safe, you should shelve any superhero activity until after the baby's born." Here his lips quirked. "You won't be able to fit in the suit in few months anyway."

Despite his anxiety Tony chuckled at the mental image. Before this was over he was going to look like he'd swallowed a beach ball.

Reed wanted to bring both Hanks in on this but only if Tony gave the okay; one being more familiar with computer programs and the other with the medical aspects. Tony agreed to that. More minds meant a better chance of his baby making it to full term. Sue tentatively offered to help him with tips and tricks she'd learned with her own pregnancies. Tony, knowing this might be his best chance to fix things between the two of them, thanked her and accepted. Jan's assistance went without saying. Whatever was needed she'd move heaven and earth to provide.

Buoyed by their support and possibly more on the horizon, Tony felt better but the anxiety remained. In fact, it seemed to have grown. With the already promised assistance and more once others found out Tony should have felt he could handle the months to come. But could he really do it without Steve?

S&T

Undisclosed Location…

(Ah, such a glorious way to start a morning.) She smiled as the dulcet strains of Mozart's violin concerto No. 5 in A major filled their darkened quarters, rousing her from the light slumber she'd been drifting in. (Wolfgang, you will never know how greatly you are missed. What further wonders could you have composed, had death not stolen you brilliance from the world. If only I had arrived a day earlier, I might have been able to save your life.)

"Lights, 25 percent." Her whispered command was acknowledged as the room became suffused with a soft glow.

Removing herself from Bernard's embrace without waking him always proved challenging enough to chase away any vestiges of slumber lingering in her mind. Fairly new to his immortality, her mate still retained some mortal traits which would only disappear with the passage of time; say a few centuries or so. A little wriggling…a few shimmies…scoot down a bit…success!

She took a moment to stroke her mate's silken locks before easing to her feet. Silent as a ghost, she crossed the room and took a seat at her private terminal. It was her habit each morning to read whatever reports her agents had transmitted the previous night. Only two were listed on the screen.

The first in line was a transmission from one of her off-world agents.

The Skrull race was finally crumbling under the onslaught of a devastating disease which was methodically creeping through their population. According to the latest report nearly 75% of the species had already succumbed. Keyed to very specific genetic sequences no Skrull was immune, nor was their current level of medical knowledge capable of creating a cure.

Her eyes were glowing with savage jubilation. (Just what they deserve.)

Years ago, she became aware of Galactus devouring the Skrull Homeworld, an event which led to the rise of a new ruler-Queen Veranke. Very soon after obtaining the throne, she began plans to conquer Earth by replacing its superheroes.

That was entirely unacceptable; the Earth was HERS! No alien monarch with delusions of galactic grandeur was going to steal the ultimate prize she'd worked so long and so hard to win!

One captured Skrull ship, a few weeks of intensive lab work, and her most virulent pestilence to date was delivered to wreak devastation upon Veranke and her people.

(Hmmm, Veranke has finally become infected; it won't take much longer now.) Oh, there would be a few survivors, scattered small populations surviving by completely isolating themselves from any outside contact, which was acceptable.

Even as she was reading this, what was left of their empire was being seized by the Kree and several other races, turning those species' attention firmly away from Earth. The intergalactic territorial fighting would stretch on for decades, perhaps even centuries, thus removing their threat to Earth as well.

Excellent; so many birds with one stone, or should she say one plague?

Next was Maria's update on the ongoing purge and SHIELD activities.

Justine Hammer, daughter of Justin Hammer and new head of Hammer Industries, and her daughter Sasha were returning from a small vacation in South Africa when their private jet went down somewhere over the Serengeti. There wasn't much left of the two women and crew after the predators and scavengers got through feasting. FAA investigators were calling the crash inevitable, given Hammer Industries' shoddy aircraft design and repair work done by the company's maintenance staff.

(My, my, she is getting to be quite inventive. Perhaps she can obtain the crash site photos for my gallery of fallen.)

Ezekiel Stane, Obadiah Stane's son, died in a five car pile up on the interstate. Witnesses reported a sixth car that started the chain reaction and drove away afterwards. Authorities were labeling it an accident caused by a drunk driver.

The woman was working through the list at a steady pace; muggings, gruesome accidents, and just plain disappearances. At this rate, the last few loose ends would be tied up within a week.

Finished, she closed the terminal and made her way to the bathroom. Once her morning adulations were complete, she stood before an alcove filled with full length mirrors and contemplated the multiple reflections before beginning her grand transformation.

Reduce her stature by two feet…add about forty pounds…darken her moon pale complexion…facial features plainer with some age lines about the eyes and mouth…remove the luster from her hair and bleed the color from ebony to a fading auburn…shorten its length…dim her brilliant eyes to a washed out blue-green…and modulate the voice by changing the pitch and accent.

Physical changes complete, she reached into the closet for the remaining portions of her disguise. Sweeping her hair up in a ponytail, she dressed; tan cotton slacks, white silk shirt, a bit on the ratty side tennis shoes, and her favorite lab coat. She grabbed her silver hound-head cane before stepped out into the hallway and was immediately descended upon by three assistants with the morning reports, requisition forms, and personal logs. Each was greeted cordially while she read.

All projects were running smoothly so she moved on to the requisition forms.

They needed MORE toilet paper and anti diarrhea medicine? She made a side note to sternly order the cook to cease any and all further attempts at Southwestern cuisine. An Iron Chef he wasn't, even if in his mind he imagined himself Bobby Flay.

However when she reached the security logs, her genial mood disappeared, replaced by a cold mask that made the three trailing in her wake cringe and fall farther behind. This would have to be taken care quickly.

"Have technician Kelly meet me at our esteemed guest's holding cell. I have a matter to-discuss with her." She fingered the handle of her cane.

S&T

Steve glanced at the hall's wall clock. 5…4…3…2…1… And there she was, so punctual one could set a clock by her. Every morning she was in the complex it was the same routine.

"Good morning Captain, I trust you slept well?" Dr. Jane Sutherly, the facility's chief scientist, greeted him in her usual bright and cheery manner, just as she had done since he first woke up in this madhouse.

He remembered how he first thought, upon waking, that he was in a hospital and the doctors had somehow managed to save his life in spite of the odds. That only lasted until Steve tried to lift a hand to search for a call button and found himself shackled hand and foot to the bed frame. His weak attempts to obtain freedom alerted his watchers that he was awake and led to the first meeting with the woman Steve eventually learned was the reason for his being here.

She smiled pleasantly throughout the entire conversation, explaining to the restrained man how he was here as their newest test subject, that no rescue would be forthcoming, that the outside world believed Captain America to be dead. She went on talking as she checked his vitals and bandages; extolling the excellent security systems this complex possessed and how he would never be able to escape, so he might as well just give up and accept his new lot in life. Steve's response to that was to spit out a few threats, promises, and struggle against the restraints even harder before passing out from exhaustion.

As his health improved, so too did the level of interaction with the staff. The first tests were simply blood and tissue samples, gradually working up to more complex and often invasive procedures. Steve was too weak at the beginning to try anything, and after one attempt, was not given a second chance. The suppressor collar firmly clasped about his neck reduced his strength substantially; a five year old could've beaten Steve up. It also acted as a choke collar. With the flick of a button it expanded, choking him until he either submitted or passed out.

Steve decided after the fifth such demonstration of the collar's effectiveness that if he played along, became more docile, he could relax his captors into a false sense of security. It was working.

Gossip is universal. No matter who one was or where one worked, people gossiped. Steve knew the value of gossip. Listening to the various scientists, lab techs, security, maintenance, and cleaning crews, Steve was able to patch together a crude map of his prison, current power structure, and random but possibly useful facts.

Dr. Sutherly basically was top dog, with a personal assistant named Bernard whom she was also sleeping with…. She was being financially backed by several unknown persons high in the government… She sometimes locked herself in her quarters and stayed inside for three or four days or even longer… The complex had five levels above the one his cell occupied… They were still located somewhere in the United States… There was a vast forested area surrounding the complex's ground level… And if one valued your life you didn't cross Dr. Sutherly-or eat the cook's southwestern food… Staff members whispered of the strange disappearance of some tech or assistant, of hearing faint screams echoing up through the vents from the lowest level which only Dr. Sutherly and her assistant had access to.

"Are you finding your new accommodations comfortable? I hoped that moving you into a homier environment would aid in further tempering your aggression. Have I perhaps missed something? Some form of comfort or entertainment?" She gestured to one wall shelf filled with paperbacks. "I chose classical literature since most of the works being produced today aren't worth the paper they're printed on. The voice command radio is programmed with music from 1946 and below." Here, a sadistic glint entered her eyes. "Or is it the quality of the television programming you have issue with?"

Steve glared at the woman just beyond the force field protected archway and remained silent.

He hated the flatscreen embedded into the wall protected by some unbreakable clear material. Hated it yet desperately needed it.

The programming was limited, obviously being filtered and edited by some unseen technician; one or two old movie stations, the classic cartoon channel, and one which Steve had come to think of as the Tony Stark channel. Any clip of news pertaining to Tony was pieced together and shown on that channel. Steve nearly broke his shoulder slamming into the force field after seeing Tony break down at Steve's own funeral, the need to reach his distraught lover's side temporarily overwhelming his common sense.

And always there was Sutherly and her painful little barbs, all delivered in that sickeningly honey sweet tone.

Before she could deliver another verbal blow to Steve, something down the hall caught her attention.

"You asked to see me Dr. Sutherly?" The young lab tech asked as she stopped before her superior.

"Ah yes, Kelly." Sutherly smiled warmly at the pretty tech. "I've been quite impressed by your work of late, you're being wasted as a level 2 tech I think."

Kelly blushed prettily and mumbled a thank you.

"Your section supervisor speaks very highly of your skill with gene sequencing. And I have read your theories on comparative DNA in extraterrestrial life; you discovered a few facts I myself was not aware of."

The girl's blush deepened.

"Such wonderful talents; you've displayed great intuitive genius—especially on how you managed to smuggle information out of this facility."

Kelly blanched, all color draining from her features.

"That was a simply brilliant maneuver. My Intel unit informs me that they have yet to discover exactly how you did it, as well as the parcel's contents and destination but rest assured, they will do so. That only leaves you to deal with." Sutherly stepped closer and gently cupped the petrified girl's face. "What a pity, I had such high hopes for you."

Shink!

Cold steel glittered in the light as it arched upwards. Kelly grunted as the blade pierced her, eyes as wide as tea saucers with shock and pain.

Sutherly steadied the girl as she shoved the cane's unsheathed blade up and then through, the bloody tip emerging just below the left shoulder blade, mere inches from the spine.

"NO!" Steve roared and pounded against the force field, but to no avail.

Twisting the cane Sutherly flung her head back, relishing the sound of tearing flesh, spraying blood, and gurgling gasps as lungs flooded with blood and heart muscles shredded. Kelly shuddered and Sutherly pulled the girl's body closer, burying her face in the junction of that slim neck. She could feel the pulse fluttering erratically beneath her lips as the girl's life leached into her own body, taste the girl's fear and pain in her sweat and smell the cloying scent of death. (Ah! So sweet indeed!)

Certain that the entirety of the girl's essence had fled its tattered mortal shell and now firmly secured within her mental grasp, Sutherly lowered her arm and allowed Kelly's body to slide off the blade.

Steve couldn't take his eyes off the girl's sprawled form and the growing pool of red.

Sutherly ran a finger through the thick blood dripping from her weapon and brought the smear to her lips. She closed her eyes, savoring the flavor as it burst along her taste buds; fear added so much depth and spice to the life sustaining liquid. The young woman's blood was almost as satisfying as the many decades of life energy she absorbed as Kelly died. When she opened her eyes she smiled at Steve, blood staining those perfect white teeth.

"Don't look so shocked Captain. I merely exercised my rights as her employer and…terminated her employment for breech of contract."

Two guards stepped forwards and silently awaited their orders. Sutherly waved a hand dismissively at the freshly made corpse. "Dispose of that. Standard procedure."

Hands grabbed Kelly's ankles and unceremoniously dragged her away, leaving a wide smear of blood in their wake.

"An object lesson on the dangers of disloyalty Captain," she explained as she cleaned the blade with a handkerchief. "Even as we speak her body is being paraded through the entire complex, paying close attention to those areas with high traffic. A very effective visual reminder to everyone what the penalty for betrayal is. Her death will inspire the others to greater heights of loyalty and eliminate any further traitorous thoughts…except maybe among the custodial crews; they do so hate to clean up blood."

"Dr. Sutherly!" Bernard came rushing down the corridor. "An emergency message from Hill!"

"An emergency? It must be urgent if she took such risks to contact me outside the safe zone." She took the missive from the young man's hand and read. "This is impossible. Tony Stark simply cannot be sick. Extremis has rendered him impervious to all cataloged illnesses and diseases."

(Sick? Tony's sick?) Steve strained to hear what was being said. His anger rose as he heard them mention Hill. Maria Hill? She was on Sutherly's payroll?

"Perhaps so. But it is still possible to attack him through the Extremis itself. They don't call them computer viruses for nothing." Bernard pointed out.

"All too true, the man certainly has enough enemies with the programming savvy to attempt such a strike. And we cannot rule out poison either, Extremis may not be able to combat some new designer drug created specifically for just such a task." She slapped the paper against her thigh in mild irritation.

"This definitely changes matters. Alert our agents in the field, I'm advancing the timetables. They are to proceed with the capture of subject Stark at the first available opportunity presented to them. Remind them Bernard; he is to be alive and unharmed. Any injury he suffers will be inflicted back upon them a hundred fold."

"Right away Doctor."

"Looks like you'll be getting a neighbor soon Captain." And with a flick of her ponytail, Sutherly resumed her morning inspection, whistling something that sounded like Mozart.

Steve dropped to his knees, tightly clenched fists braced against the force field, heart pounding in his chest.

Tony, they were going after Tony. His lover who was inexplicably battling some unknown illness and therefore vulnerable, the target of a madwoman, and was placing his trust in a traitorous agent that was no doubt waiting for the right moment to stab him the back.

And Steve couldn't do a damn thing about it except pray.

Tbc

There are reasons for Sutherly's actions which will be explained in the next chapter.