A/N I like Pre-serum Steve so I wrote an OC fanfiction that gives Pre-Serum Steve some much needed love! My OC looks like Zoey Deutch in my head so there you go. Olivia and Steve met!

I don't own any of the characters! I only own my OCs.

CHAPTER 3

Steve and Olivia walked behind Bucky and Elizabeth for a bit trying to steer through the crowded fair. Kids were running, teenagers in big groups were strolling around and lots of couples were walking. It was safe to say the fair was full. Bucky kept looking behind him, smiling excitedly at Steve instead of paying full attention to Elizabeth. Bucky was so proud of Steve. He was finally having a great time with a dame and the girl seemed to like him. Steve couldn't help but smile back at Bucky. He was having fun. The conversation was flowing easily between them and Olivia hadn't let go of his arm. 'No wonder Bucky loved to date' Steve thought. 'It's amazing when the girl is interested.'

The four decided to stop by the cotton candy stand. Bucky and Steve left to buy some while Olivia and Lizzie stayed behind. Olivia noticed Lizzie huffing and even if she knew she'd regret it she decided to talk to her friend. "What's wrong?"

"It's James." she answered simply and crossed her arms across her chest.

"I may be a genius but I need a bit more to understand, Lizzie."

"He keeps staring at you!" Lizzie shouted causing some people nearby to stare. "I'm trying to look pretty and adorable, as always, and he keeps looking back at you!"

Olivia was startled by the accusation. She had been so focused on Steve and the nice conversation that she hadn't noticed if Bucky was looking back at her or not.

"I'm sure you're overreacting." Olivia said trying to pacify her friend.

Both men came back carrying the cotton candy, completely oblivious to the girl's previous conversation.

Steve handed her the cotton candy stick and Olivia thanked him with a kiss on his cheek. It was a bit forward but she didn't care she enjoyed watching Steve go redder than a tomato. She giggled at his reaction and hid her smile behind the cotton candy. Steve couldn't help but stare. Her smile was captivating and she was too adorable. The whole night was surreal.

"Mind if I have a chat with Olivia, Steve?" Bucky asked throwing his arm around his friend.

Steve nodded and stepped back. 'This is it.' Steve thought as he watched them walk a bit away. He knew Bucky wasn't stealing her away but after talking to her she was probably going to fawn over him. Bucky was a great guy both inside and out and girls knew that.

Lizzie was raging as she watched Olivia and Bucky walk a bit away from them. What neither Steve nor Lizzie knew was that Bucky was simply thanking Olivia for giving Steve a chance. He wanted to tell the girl how much he appreciated that she actually gave Steve the opportunity to be himself. Olivia didn't mind at all. She was actually glad to know that Steve had such a great friend that cared about him.

When they walked back Olivia noticed the tension in the group and took on the task of breaking it. Steve kept staring at his shoes and Lizzie was seething while Bucky just grinned completely oblivious.

"How about we split up? We're bound to get separated at some point since this place is so full anyway." Olivia joked. Steve looked up and pointed to himself instantly feeling embarrassed by his reaction when she giggled and pulled him towards herself. Olivia winked at Lizzie and dragged Steve away.

They walked for a bit sharing the cotton candy and enjoying looking at the different booths. They reached the Ferris Wheel and Steve noticed how Olivia looked at it with excited eyes. Olivia tugged on his arms with a childlike grin. Her heart sank quickly when she noticed him wince at her roughness.

Steve had acted so charming, funny and sweetly that she had forgotten he was fragile. Steve saw that she was going to apologize for her actions but he stopped her by taking her hand and walking to the Ferris Wheel.

Once in the line Olivia couldn't help but vibrate with excitement. She loved heights. She noticed Steve eyeing the ride with trepidation. "We don't have to go on the Ferris Wheel if you don't want to." She offered.

Steve swallowed and smiled at her "Hey, you want to ride this ride. So we will ride this ride. Best night ever, remember? I can conquer this ride." Steve answered puffing his chest out. He wasn't going to let his fear of heights ruin his date.

"How brave of you." She playfully teased. Steve nudged her equally as playful and they both relaxed. "I'm tougher than I seem." He said

"I noticed." Olivia said and motioned with her head to the disappearing bruise on his jaw. It was barely noticeable from afar but Olivia had been walking so close to Steve and shamelessly staring that she noticed it.

"Oh! That…yeah…I just had a scuffle with some bullies."

"I hope you won. Do you make a habit of fighting bullies?" She said with a smile.

"If Bucky is going to take on bullies out there…I can take care of bullies here at home. It's the least I can do." He tried to play it as a joke but the sting from the army's rejection showed on his face.

Olivia's heart squeezed at his words. He really wanted to fight for his country but they wouldn't let him. "Well don't give up Steve. I believe in you." she said affectionately, he felt his heart skip a beat at her words.

Her chocolate eyes met his blue ones and she felt tingles run up and down her spine. She could stare at those eyes for hours. "Thank you, Olivia."

Steve looked at Olivia with such amazement and intensity in his blue eyes that she fluffed her curls feeling a bit self-conscious. "What?" she asked.

"Nothing, it's just…you're very beautiful." Steve couldn't believe how forward he was. He was about to apologize for being improper but Olivia simply blushed and held his hand as they got into the Ferris Wheel.