Elsa ran, right into the arms of Phil Coulson. She instinctively flinched away from him, snowflakes falling gently around her.

"Woah," Phil said. "It's ok, Ms. Elsa."

"But my bracers… they're broken… I'm a danger to your ship."

Phil looked at them, curiously. "So they are. Think we'd need them off anyway. Come with me."

"Where are we going?" she asked. He seemed so calm, and the calmness was infectious. The snow stopped, though she still left icy footprints behind her.

"The Helicarrier is under attack," he said matter-of-factly. "We believe they're trying to spring Loki. First, I need to make sure the armory is secure, then we'll go to the detention center. I'd like to have you along to as back up."

"I'm sorry… 'Back up'?" she asked.

Phil frowned. "As an ally," he said, finally.

"You trust my magic?" she asked.

"I trust you."

He led her, again, through the labyrinthine corridors of the helicarrier. When this was all done, she was going to ask for and study a map. Phil put up his hand. "Footsteps, wait." Another man, dressed in a Shield uniform, came up from around the corner. Seeing Elsa, he leveled a weapon, and only through Phil's pulling her to the ground was Elsa not hit.

She raised a hand, and fired her magic directly at the weapon. It iced over instantly, and he threw it to the ground, his fingers blue.

Phil kicked out, bringing down their assailant. In one fluid motion, he jumped forward, and knocked the man out with a single punch to his exposed head. He looked down. "If you're spoiling for a fight," he advised Elsa. "Wear a helmet." He looked at the frozen weapon on the ground. "Good aim."

"Thank you, " she replied.

They hurried along, stopping in front of what appeared to be a large secure door. Phil ran in a card, then looked into a strange device. After a beep was heard, the door slid open. "Please wait here, Ms. Elsa," he said politely. "I'll be right back."

When he returned, he was carrying a large object, looking like a larger, more magical version of the weapon they'd just been threatened with.

"What is that?" Elsa asked, nervously.

"It's a…" Phil began. Then he looked at it curiously. "I'm not actually sure. It's supposed to be pretty powerful. I'm to make sure our assailants don't free the prisoner, and this seems to be the most likely candidate for disinclining the attempt."

"Isn't that dangerous?" Elsa asked.

Phil shrugged, "If it were still dangerous to the user, it wouldn't be on board. Let's continue." Phil walked quickly, purposely, towards what must have been the rear of the ship. She could hear loud noises coming from behind her, possibly the green creature that had begun to tear up the hold. What if it tore through the engines, rendering the craft no longer…

"Tell me about Olaf," Phil said, distracting her from her troubling thoughts. She didn't notice the snow beginning to fall inside the hallway again.

"Olaf?" Elsa asked, startled.

"Your friendly snowman," Phil said. "How did he come to be?"

"I'm not sure," Elsa admitted. "It wasn't on purpose. It was right after my coronation, when I ran, experimenting with my magic. One of the first things I did was recreate the snowman Anna and I built as kids."

"How did he become sentient?" Phil asked. "Wake up," he clarified.

"I don't know," Elsa said.

"Were you able to replicate it?" Phil asked.

"I was," Elsa said. "It went as out of control as the rest of my magic," she put up her hands to forestall the question. "I apologize, I don't want to talk about it."

Phil nodded in understanding. "We're here… and…"

"NO!" Thor yelled. Phil and Elsa looked at each other, and sprinted in the direction of the sound. Unencumbered by disinclination devices, Elsa made it there first. It was a large room, Thor was trapped in an inner… cell. A man was knocked out in the opposite corner, and near some sort of panel…

"Sister!" exclaimed Loki, smiling. "I apologize for giving away your past. But I know better than anyone that you cannot run from your past. Even a past that I didn't know i had."

"I am not your Sister…"

"You control Ice Magic better than Frost Giants have for hundreds of years. I am the son of Jotunheim. You cannot deny the ice that runs in both our veins, Lady Elsa. You, who have true power, could rule with me!"

"I don't want it," Elsa replied. "I'd give up my crown, this magic, my life to spend just one more day with my sister. The sister I shut out, that I KILLED with my uncontrolled magic! You… you have that chance. Your brother loves you. He wants to bring you back home, to be brothers ag…"

Loki turned toward her with a look of vile hatred. His blue eyes blazed with eldritch energy. "SENTIMENT!" he roared.

"Step away, please," came Phil's voice. He was pointing his disinclination device at Loki. "It was a good try, Miss Elsa. You'll want to step back as well."

Elsa did, in fact, take a few large steps backward.

"You like it?" Phil asked Loki conversationally. "We started working on the prototype after you sent the destroyer. Even I don't know what it does."

Phil let out a gasp of pain as Loki vanished from where he was standing. When Elsa spotted him, he was behind Phil, his scepter jammed in his back.

Elsa and Thor screamed, as Elsa ran to try to staunch the bleeding with… whatever she had. Frost began covering his uniform.

Loki calmly ignored her, walked back over to where'd he been standing before. He made eye contact with his brother, and pressed something.

With a clang, the prison Thor was trapped in dropped away, leaving only a gaping hole of sky.

"Help me up, Elsa," Phil whispered. Then, Louder. "You're going to lose," he accused Loki.

"Am I?" Loki asked, smirking.

"It's in your nature," Phil told him.

Loki walked back over to them. "Your floating fortress falls from the sky. Your heroes are scattered, uncontrollable, scared. Where is my disadvantage?"

"You lack conviction."

Phil's weapon fired, blasting Loki through a wall. "So that's what it does." He turned his head to look at Elsa. "You need to freeze my body," Phil said quietly. "It's the only chance I have. It's getting hard to stay awake."

"What?" Elsa asked.

"Lower my body temperature. Slow the blood loss. A… Torpor if you will."

"I can't un…"

"I trust you," Phil said.

Elsa took a single breath, and let her magic take control, encasing Phil's body, other than his head, in a tomb of ice.

Phil, still conscious, looked behind Elsa. "Sorry Boss. The guy rabbited."

"Stay awake!" came the order as Captain Fury ran into the room. He glanced only slightly at Elsa. "Eyes on me."

"Sorry… I think I'm clocking out."

"Not an option."

"It's OK, Boss. It's what they need."

The Medics, along with Doc, arrived about a minute later, walking through snow that was hovering in the air. Doc had, in his hands, a second pair of bracers to replace Elsa's broken ones. They departed together to take Elsa to the Bridge, where only Captain Rodgers and the Metal Man were waiting. They both looked downcast. Even Olaf could sense the somberness of the room, and said nothing. They waited for news on Agent Phil Coulson.

A quarter of an hour passed before Fury returned to the room. "They called it," Fury said, without preamble. "Agent Phil Coulson is down." He tossed a handful of cards on the table, wet with water and blood. "I guess he never got you to sign them."

Fury continued to speak, but Elsa wasn't listening. She was staring at the cards, clearly of Captain Rodgers. She didn't want to hear anything else. If she had acted quicker, she could have stopped Loki, protected Phil, somehow. She could hear both Doc Samson, Olaf, and Anna whispering in her ear that was nonsense, that Loki had killed him, and she wasn't responsible for his actions.

It didn't take the pain away.

"Phil died, still believing in that idea. In people."

Elsa wanted to get up, to run out of the room. But she had nowhere to go.