This is it everyone. The peak of the mountain, you have reached! Get the kleenex out because things are about to get NAS-TAY! A few songs for this chapter due to it's sheer size. First off: 'The Compound' by Patrick Doyle (Thor (Original Motion Picture Soundtrack), 'Venting' by Christophe Beck (The Seeker - The Dark is Rising OST), 'Mutant and Proud' (SPOILER: for the heart-wrenching death scene) by Henry Jackman (X-Men - First Class (Original Motion Picture Soundtrack), 'Rue's Farewell' by James Newton Howard (The Hunger Games (Original Motion Picture Score) and FINALLY 'Science and Magic' (SPOILER: for da sexay scene, lol jks) by Patrick Doyle (Thor (Original Motion Picture Soundtrack).

Enjoy my minions!


Chapter Fourteen

Thrust to the side, I avoided a container that almost dropped on me. Loki's timing had been off. I knew straight away that I had to find Barton and make it back with his team once Loki had been released. But I had this bad feeling in my gut, judging from the way the plane tilted when the explosion went off, engine three was down; the engine that was located almost adjacent to Stark and Banner's laboratory. As much as I hated Fury, the others weren't supposed to be my target. Despite my pride, that I had desperately wanted to hide, my team needed me. They could consider it my final favour.

There was no time to hang about, I would check on the team and then find Barton. That was it. Running I got to the top level and made my way to the lab in a matter of minutes, to find it cleared out, but in ruins. Some of the computers were still online. I ran over and began to check if Stark's suit was online yet. Switching a few settings, I connected into Stark's communication systems.

"Stark, can you hear me?" I spoke. There was no reply, the audio was jammed on the computer. Thinking quickly, I grabbed a nearby earpiece from the ground and linked it up with the ships communication system instead.

"Stark? Can you hear me?" I repeated, "It's Panic. Where is everyone? I'm back in your lab."

"Nice of you to join us." he chuckled on the other end, "What's going on is someone just blew up engine three. Fury's gone to the bridge, Romanoff, Banner and Thor have disappeared and the Cap and I are outside trying to make sure that everyone on this ship doesn't die."

"Outside?"

"Fixing the engine. Between you and me, I could do with a little help out here. Rogers doesn't exactly speak english."

"You mean he doesn't speak computer..."

"Yeah. Get your butt down here. We're on level four."

"Give me a minute." I told him and opened up a window on Loki's security prison, happily smiling to himself. Then there was a giant roar that shook the carrier just as much as the explosion did.

"I guess we know where Banner is." I laughed back at Stark.

"Nope, that was just my stomach rumbling. I haven't eaten all day."

Checking the rest of the ships security, I found Barton headed for the bridge.

"Raincheck on fixing the engine." I whispered to myself, then powered down the computer and made my way to find my ticket out of here.

Another whirring noise started as I made my way to Barton. The plane dropped to the right and I went flying again.

"It's Barton. He took out our systems, he's headed for the detention cell. Does anybody copy?" Fury frantically yelled over the wireless headpiece. I didn't respond. he couldn't know what I was up to, but changed my course. Breaking into a run I caught sight of Barton along the east mechanics corridor, the one meters away from the detention cell.

"Clint!" I shouted. He turned around, his eyes icy blue. Raising his bow he fired a shot straight a me. I sped through the air quicker than light, I only stopped it inches from my left eye. I hovered there for a second before I whacked it away.

"Clint. I'm on your side. I'm here to help." I insisted. But he didn't know, how could Loki have told him? And unlike my godly friend, he didn't have killer instincts when it came to lying.

"Go on ahead. I'll take care of this." he told his men and they carried on. My heart jumped into over-drive. He ran at me, his bow aimed and fired. I dodged it, only to be hit from above by his bow. Knocking me to the ground he stood on top of me and aimed his bow again. I pushed him off and stood back up. Meeting a kick to the stomach I held his foot centimeters away and twisted it to smash him into the ground. I was on top now or at least thats what I thought until he kicked me from behind. Into my chin, I hobbled back as he began another runner. Latching on to the pipes on top of me, I swung and kicked him backwards. He dodged and grabbed my legs and threw me to the ground, smashing me down heavily as he went. That was it I was done for. I shut my eyes and hoped he would get it over with quickly. Then there was a grunt as Barton's weight was shifted off me.

"Emily, RUN!" shouted Natasha. I opened my eyes and did as she said, "Go find Stark!"

Natasha threw back Barton and I ran as fast as my little legs could carry me. I had no weapons, if I was going to be of any use I needed to find one and quick. I would find Loki before he left and leave Barton alone.

There was a passed out agent on the ground up ahead, with his gun still in his pocket and (almost hidden) a knife in his boot. I took them and properly made my way down to level four.

"Stark, I'm almost there." I told him.

"Do us a favour and bring grandpa his shield please. He's getting creamed."

"He can hear you!" Steve interrupted as I heard gun fire in the background.

"On it." I said. I stuck out my arm and felt around the ship for Steve's shield, it's presence. I caught a hold of it and pulled. Throughout the ship I dragged it, through walls, stair cases, windows. Then SMASH! It landed in my hand. I turned the corner to find six agents shooting at where Steve and Tony were supposed to be; Loki's men.

"Incoming!" I yelled and threw the shield through the air, knocking the shooters out as I went. The shield settled in Steve's hand with a gentle thud and I jumped my way over to him as a new batch of soldiers charged in behind me. I was on a lower level than him and the stairs had been destroyed.

"Quick, grab on!" he called reaching down his hand, yanking me up as swiftly as before, moments before the next round began firing. Hiding me behind his shield and a gun in hand, he tried to single handedly fight off our attackers. As strong as his shield was, they were making ground and forcing us backwards.

"Let me go at them!" I screamed from behind him, jumping out into the gun fire. I reverberated the bullets that were shot at us, into the agent's shoulders knocking them all out.

"That wasn't too hard." I gloated, not paying attention as one of the agents grabbed for his gun again.

"Watch out!" Steve called jumping in front of me again as the agent fired over our heads. In the chaos I ducked and stepped backwards, only there wasn't anywhere to step backwards; only down.

Slipping and falling backwards I screamed, latching on to a loose pipe in the nick of time. With another shot, I heard the agent fall down.

"Em! Em? Where are you!" Steve shouted, leaning over the edge. I caught sight of his head as I tried not to move, my body suspended precariously in the air.

"Grab my hand!" he reached down. I extended one hand to try and reach him, but it was too far.

"Swing." he screamed.

"Cap hit the lever." Stark said over the earpiece.

"I can't right now!"

"Steve, you've gotta pull the lever, otherwise Stark's gonna become ground meat!" I yelled back. He was glaring at me intensely, he didn't want to leave.

"I won't let you fall." he cried. Swinging hundreds of feet in the air, just my luck that the pipe began to move, began to shake, began to tear away.

"Hold on! Please!" his voice was desperate and he tried to reach out again, I could swear there were tears in his eyes.

"You've gotta let me go." I said flatly, trying not to cry myself.

"Lever! Now!" Stark called again.

"I'm sorry." I said, as he reluctantly jumped back up to pull the red lever. The pipe lost it's place and fell from the ship. Steve jumped back over the edge to see me fall.

"NOOOOooooooo!" he howled. I shut my eyes as my stomach filled with the most paralyzing butterflies, I curled into a ball as the air rushed past me, if only I could fly. Everything went numb, all I could do was wait. Wait for a few more seconds and it would end, everything would be over. No more worries, no more hate, no more anything. Worst of all, the thing that I never would have dreamed as my final thought, no more Phil. Then I hit the ground, or at least I thought I did. There was a tremendous force that hit me square on, vibrating throughout me. I had stopped for sure, but I did not feel pain. I didn't feel like I was dead either, but then again, how would I know? Gradually I opened my eyes and almost, literally, crapped my pants. I wasn't dead, not in the slightest, and I wasn't on the ground. I was... flying in the air. Sprawled out like a starfish, I dared not look down, nor did I dare tempt my unknown powers by focusing on anything else other than flying. I had to get back to the ship. I didn't know how to move but I suspected that flying was similar to telekinesis only rather than moving objects I was moving my own molecules, creating a negative force between myself and ground, therefore simulating flight. Then coming closer towards me was a plane, no... a person. Stark! Faster and faster he flew, I was unsure whether he knew that I wasn't falling. By the time he reached me, he didn't have to be wearing a mask to show how confused he was.

"You picked a mighty time to whip this parlor trick out." he said, reaching out to hold me.

"I think I can do it." I rejected dropping for a second as I got overconfident, "On second thought, just your hand." I reached out.

I was flying, along side Stark. The wind was lapping me in the face and my heart wasn't beating at all normal and I didn't care. We neared the hellicarrier and I saw a lone figure crouched down where I had fallen, head in their hands. Steve. I let go of Stark's hand and flew up on my own, eager to reassure Steve that he couldn't get rid of me that easily. I rose to his level and carefully placed my feet back on solid ground as his head lifted. His baby blue's looked up at me with surprise and elation. Jumping to his feet he wrapped his arms so tightly around my, I thought he was going to squeeze my guts out! I stood there, awkwardly being hugged then folded my arms under his. He didn't say anything, just held me and I didn't want him to let go.

"You're sort of squishing me." I gasped, realizing I was going to pass out.

"Sorry, sorry!" he apologized and released me, "I thought you were—,"

"Dead?" I cut him off. There was a cackle behind us and we turned to find a plane hovering near the engine, Loki was standing at the opening in the back.

"You missed the train sweetheart. And this conductor doesn't wait for anyone." he laughed with a menacing smile, "You're not really my sort of material anyway."

"What does he mean?" Steve asked me.

"I don't know," I lied.

"I did you a little favour though, took care of some business." he teased from the plane.

"What did you do?" I shouted back, hoping he took care of Fury.

"I did what you could never do. Something you'll thank me for later."

"WHAT DID YOU DO?"

"I promise I didn't lay a finger on him." Loki taunted as the back of his getaway plane closed up. I turned to Steve, every fibre in my being fearing the absolute worst.

"What's going on Emily? What's he talking about?"

"I don't have time to explain. I need to find Phil now."

"Okay." he agreed, seeing the panic in my eyes.

"Stark can you check if Fury's on the bridge and link my earpiece up with his?" I asked Stark over my intercom.

"Doing now... and done."

"Thanks," I said clicking my earpiece over to Fury's signal, "Fury. It's Emily you need to tell me where Phil was assigned to when the bomb went off."

"I'm afraid I can't." he regretfully informed me.

"Loki may have done something to him. I fear the worst. Now, tell me where he was assigned!"

"The detention cell." Fury told me reluctantly, "You don't want to come down here."

"Wait. You're down there, with him. What's going on?" I shouted angrily. Then there was a crackling, Fury had cut me off. I twisted back to Steve.

"I know, let's go find him." he said taking my hand. I glanced down and paused. His hand was so warm, even though it was covered by a glove. I locked my fingers in between his and looked back up again, "Together."

We sprinted, I in front and Steve at my rear, still hand in hand. My legs were moving as fast as they could take me and I didn't care that I was beginning to get a stitch in my side. I needed to find Phil, I needed to make sure he was okay. But Loki's words, 'I did what you never could', made me know otherwise. By the time we reached the detention cell, there were agents guarding it. I went to push past them but they stepped in front of me.

"Move out of my way," I glared with fury.

"No one can go past." one told me. With the flick of a wrist the two went soaring into the walls, just as hard as I had taken their comrades down.

"Emily!" Steve shouted at me, "What are you thinking?"

"I'm going to find Phil, and no one's getting in my way." I let go of his hand and continued along the lone hall to the detention cell. The stairs in front of me made me shake, I would either find what I was looking for at their top or continue my search. I knew what I would find, but I begged everything in the universe not to tell me it true. The footsteps to the top were heavy, I could hear breathing and coughing. Sharp breaths and a slow heartbeat. I reached the last step on the stairs and closed my eyes. I stepped from it and opened them.

I would never be the same again. Ever.

Fury was not here, but one person was. The very person I had begged, pleaded not be. Sprawled on the floor in front of me, slowly hauling themselves to the wall, was a man with a huge hole in the middle of his chest and a gun beside him. Suit and tie covered in blood. Polished shoes now scuffed. Dying in front of me. It was Phil. My every being collapsed from the inside out, as I ran by his side and slid to the floor.

"No, no, no, no, no! Not you, not Phil!" I cried, I cradled his head in my arms and his torso in my lap. His eye's were flickering and there was a trail of blood dripping from the corner of his mouth.

"Please, Phil! Look at me. Keep your eyes open." I brushed his hair from his face. He meagerly looked up at me and smiled.

"Hey." he said stupidly. My eyes were swelling, but I forced myself to stay strong. He needed me to be.

"Hey." I said back throat dry as ever, "You're gonna be alright." I lied. The hole in his chest was spilling blood more and more by the minute and it wasn't going to let up.

"We're gonna fix you right up and we'll be laughing about this in a couple of weeks." I covered his wound with my hands, trying to stop the blood. Knowing all the while that the pressure would only give him an extra couple of minutes.

"You've always been a terrible liar." he spluttered.

"Don't speak like that. You're fine." I whimpered. I held him closer to my chest and leant over him.

"Don't leave me." he looked at me in pain. I just wanted to make it stop.

"I am not going anywhere. I'll be here, until the end." I reassured him. He put his hand under mine and clasped it tightly.

"I'm sorry I didn't... tell you sooner about... Project Mastermind." he stuttered.

"No, I'm sorry. I never meant to hurt you. I don't hate you." I sobbed, "I could never hate you."

"It hurts." he shook in my arms, watching him was incredibly hard.

"We'll you've just gotta stay here until the medic's arrive." I told him, he nodded. Then Steve pattered up the stairs behind me and stopped at the sight of me bent over Phil.

"Emily..." he called and walked nearer. I didn't want to waste a second with Phil, he didn't have much longer, so I didn't look back. I stayed staring lovingly into Phil's eyes, unconditionally.

"I got you a present for your birthday." Phil laughed, shaking violently as he did.

"Ssshh." I hushed him.

"Did you forget? It's tomorrow." he twinkled as Steve kneeled behind me.

"Yes, I did actually. With everything going on, birthdays just aren't on the top of my priority list." I laughed back as more people entered. It was Fury with the medics.

"Sorry boss," he turned to Fury coming up behind.

"Uh-uh. Stay awake, eyes on me." Fury demanded.

"Uhh," Phil sighed in pain, "I'm clocking out here."

"That is not an option!" Fury said harshly again.

"It's okay boss, this was never going to work if they didn't have something." he turned to Steve slowly.

"Take care of her. I'm making you her next guardian." he whispered, his voice getting softer and softer, he reached out his hand towards Steve.

"I promise." Steve grasped his other hand.

The tears were filling my eyes, but I wouldn't let them fall, not yet.

"Emily. I love you." he cupped my face in his bloody hand. I grasped it too knowing these were his final seconds. He smiled and closed his eyes. I knew it was going to happen, but as it did I couldn't bare it. His hand went limp and dropped from my own.

"Phil! No, please Phil! Don't die! Don't leave me all alone." I screamed in distraught, "NO!"

I brushed his hair through my fingers again and let my tears fall on his shut eyes. He couldn't be... It had to be a horrible joke.

"Please..." I whimpered, cradling him closer to my body.

"Agent Coulson is down." Fury said into his mic, it projected through the whole ship.

"A medical team is on their way." I heard his responder say.

"They're here." he said stepped aside to let them make their way past him. They didn't take Phil from me, instead checked his pulse and sighed with deep regret.

"Call it." the female nurse said.

"No... NO! It's all my fault." I bellowed.

"Time of death 5:18pm..." she announced, I tried not to listen. There was an emptiness in me that I had never felt before. Not even when my father passed, or when my mother left. Not even when I lost Georgio or Paris. This was new and it hurt. Oh, it freaking hurt. The pain I had felt when they injected me with the serum was like a pin prick compared to this. Phil was my everything, my world, my protector. And now that he was gone how was I supposed to even carry on without him by my side? Each breath I took felt worthless and I wished I could die right next to him, to escape this agony.

"They called it." Fury said and there was silence. I cried, until my eyes were red and Steve sat by my side, hand on my shoulder. Fury didn't leave either, and slowly one by one, the remaining came and stood as silently as I mourned. Tony, Natasha and Maria.

"We have to go Emily." Steve whispered to me. I shook my head as he pried my hands from my brother. I cried as I kissed Phil on the forehead one last time and Steve held my side as I stood up. Without him I would have easily fallen over. I looked at the scene and sniffled.

"Goodbye." I whispered to Phil.

In the hallway I marched, leaning on the wall for support. Steve had stayed inside to help 'clear up'. My legs were lethargic and burdensome. I didn't know where to go. There was only one place I could be, in Phil's room. I made my way their slowly. As much as it would pain me to be in his room, it would also be the only comforting thing. When I reached his door it was like standing in front of pandora's box; once I opened it I couldn't put the emotions back. I steadily pushed in his digits, 5, 8, 4, 3, 6. The door unlocked with a beep and slid open. I stepped over the thresh-hold and stopped. Nothing was touched. It was as perfect as it had always been. Clean, tidy and always smelling of terrible cologne. I shut my eyes and breathed the scent in deeply, not loosing a second of this memory. This would be my last memory before all of his belongings would be moved. I brushed past his clothing cabinet, with an image of myself smiling at the Grand Canyon, we went there two years before I joined S.H.I.E.L.D. I walked near his bed, and felt his quilt in my hand. So soft and so beautiful. His bedside table had another image. A time of when we were children, with my adoptive parents, at the beach covered in sand. I dropped onto his bed and sat their silently.

Steve came by the door and smiled weakly at me, entering as slowly as I had. His eyes looked red as well.

"I went looking for you and you weren't in your room, I figured this would be where you'd go to escape." I didn't respond, "He told me a couple of days ago about your birthday present. He gave it to me to hide from you. Said something about your habit of finding things he hid. I know it's not your birthday until tomorrow but—," he pulled out a card and small box. I outstretched my arm to grab them, and Steve sat beside me. The card envelop was lilac and Phil's chicken scrawl said my name on the front, "You really need a pick me up."

I stuck my finger under the fold and gently ripped it from the paper. The card that sat inside had an owl on the front reading 'Happy Birthday.' I had no doubt, that the owl was Phil's way of making a joke about my abilities. With a small chuckle I opened it up to find a simple message.

"Happy Birthday Emily. I'm so proud of the women you're growing into. You are brave, courageous and honorable. Don't ever change!

Love your big brother

- Phil xoxo'

I put down the card, and had managed to stop crying. But then I opened the little box and a fresh flood of tears came rolling down again. Inside was a heart shaped locket with my name engraved on the back. I would have been fine, if I hadn't opened it. On the inside sat an image of Phil and I, arm in arm, smiling like giant dorks after I first made it into S.H.I.E.L.D a day I would never forget. The day that Phil promised to always be there for me. A promise that he broke. I was so mad.

"Why did he have to go and be the big guy to stop Loki. It could have been anyone else, but it had to be him." I said closing the locket.

"Because he was a hero." he took the locket from my hands, "Here, I'll put it on for you."

"It's my fault that he's gone. Loki wouldn't have targeted him otherwise." I mumbled as Steve put the locket around me.

"You can't blame yourself. Loki's insane, it's not your fault."

"You don't understand Steve. It is, it is all my doing. If I hadn't made the deal with Loki—,"

"What deal?" Steve suddenly pulled away,

"I was mad, I knew that Loki had a similar experience to me. I felt betrayed, I still do. So I broke into the detention cell and made a deal with him. I would join him if he took care of Fury and the board of Directors."

"And by take care you mean?"

"Kill... I was supposed to leave the hellicarrier with Loki, but instead when I missed my opportunity, Loki 'did me a favour'. He killed Phil, because he knew I never would." I said hoarsely. Steve didn't say a word and sat in thought. Then, unexpectedly, he put his hand out again. I held it and all was silent.

"I don't know what I would have done if I was in your situation. That's why I'm not going to judge you. In the end, you never did actually betray us. You didn't let Loki out and you didn't join him. You didn't ask him to kill your brother and he hasn't touched Fury or the directors. Emily, it is not your fault." he stared me in the eye, "You had a moment of weakness, in rage and now I'm here to help you deal with it. Your brother requested me as your new guardian and I'll accept the responsibility. I'll be here to protect you."

"The only thing is. I'm not the one that needs protection. I hurt the people around me. Anyone I've ever cared about I've lost. I've lost my real mother, my adoptive parents, my friends, fellow agents and now Phil. What if the person that needs protection is you?" I questioned him, "For the first time since I've regained my powers, I've been afraid of them and aware that they are dangerous. The intelligence serum was made as a weapon, and now since there's no side effects, I'm the perfect one."

"Look at me, right now." Steve demanded, so I did, still teary, "When I look at you I see exactly what Phil wrote in that card. A strong, brave young woman and I will not let a few doubts cloud your judgement. I am here to make sure that you always feel wanted, so that you never have to fear yourself. So you can learn to stand on your own two feet." he leaned closer and wiped the tears away with his thumb, "So that you know, you are never alone."

Hand in hand, eye to eye, I looked deeply at Steve. His words were soothing, comforting...loving. The tension in the air grew and all I wanted to do was wrap my arms around him and never let go.

"You can't stay in here all night. I'll take you back to your quarters." he proposed, breaking our link.

"I don't want to leave. For tonight, all I want to do is mourn. I want to be as close to him as possible. I don't want to let him go just yet."

"Well then I should head off for the night." he stood up.

"No!" I grabbed his wrist, "Don't go. I don't want to be alone tonight." I needed him to stay by my side. Again the connection was made, I stood up next to him. My hair was a mess again and I had no doubt I would be covered in cuts and bruises. I looked at Steve and he was the same, cut up and dirty. I didn't look at him as a team member, nor a friend. But instead I looked at him in a way I did never intend when we first met. As an equal, and from the expression on his face, he shared the same feelings. I placed my hands over his uniform and began to take his gloves and belt. I moved my hands around his back and un zipped it, until only his undershirt was showing. He kicked his boots off but still we had not done what we felt was right. I through off my jacket and took the pillows off Phil's bed, laying them on the floor. I switched off the lights with my mind and laid down on the floor, resting my head on one of the pillows. Steve laid down as well and we gazed at each other silently, hands always touching.

Everything was so different now. So scary and I huddled closer to Steve. His arms held me so close, so beautifully that all I could do was sob. Quietly and peacefully cry. About everything and anything. About each event that had ever happened in my life. Then I felt it, as tender and sympathetic as Steve was. A simple kiss upon my forehead, and crying in his arms we both fell asleep, dreading a new tomorrow.


Ah-ha! So there you have it. You're gonna hate me so much if your OTPing... Anti-hero I say! ANTI-HERO!