AN: Woo... this took me a long time to write. I suck at battle scenes so this was a little tough... Anyways... I figure one more chapter for the battle, then a chapter for the end of the movie... I'll prolly have one more after that to sort of round off Steve and Waverly's relationship. Some people have been asking if Waverly will confront Clint about what Loki said... I think I'm going to write a sequel and it'll be in that. I hope Waverly's integration into the battle seems okay. I guess that's it. Thanks for all the reviews/favorites/follow/etc. I hope you like!

I own absolutely nothing!

Chapter Thirteen:

In the distance, Waverly could see the skyline of New York coming into focus. In the middle of all the buildings, a white 'Stark' glared in the afternoon soon. They were too far away to see for sure, but Waverly knew Loki was there, about to unleash an alien army. Strangely, Waverly was calm. The anxiety and fear she had been feeling ever since the attack on the helicarrier had melted away. She wasn't sure if it was the adrenalin pumping through her veins or sheer shock but Waverly knew if she lived through this, she'd have nightmares for a long time after this. No wonder Steve has post traumatic stress. War's a bitch.

Next to her, Clint put the jet on autopilot. He turned to Waverly. He looked nervous. "Waverly, what I did… I…" Clint stammered into silence.

Waverly shook her head. "No, Clint, it's okay. It was all Loki."

Clint closed his eyes and sighed. "No. There were things I told Loki. Things I should have told you."

Waverly felt as if her stomach dropped from the plane and splattered on the concrete far below. She couldn't hear this right now; not before she was about to jump into a battle for the first time. She held up a hand. "Clint, let's not do this now."

Nodding, Clint turned back to the controls. They had breached New York City airspace. Clint circled the jet around Stark Tower. "Stark," he said over the radio, "We're here."

Waverly didn't hear Tony's reply. She was too busy forcing her brain to focus on what they were about to do and not what Clint had just said. He had basically confirmed what Loki had told her. But no. She didn't have time for this. Not now. Loki was a villain. He was the god of mischief, whatever the hell that meant. Waverly only believed in on God and Loki sure as hell wasn't Him. Loki needed to be taken down, and if Waverly could help with that, she would. The bastard made it personal.

Waverly's mind was jerked back to the present when the jet screamed between two buildings and Iron Man flew across their path. Behind him, a trail of aliens riding strange vehicles and covered head to toe in armor were shooting at Stark and basically anything in sight. Clint turned control of the jet over to Waverly and manned the jet's weaponry. It was hard for Waverly to take everything in. There were the aliens in front of them, people on the streets below running and no doubt screaming, police lights flashed in the distance, and above them, a blue ring of energy surrounded what looked like a black hole out of which, Loki's army was spilling.

Clint took out the first wave of Chituari without much trouble. Waverly flipped control back to him and Clint ascended to the level of Tony's death-defying balcony. Standing there, in all his green and gold foolishness was Loki.

"Wave," Clint said.

"I see him." Waverly pulled a targeting control into her lap and aimed at the god of mischief. Alongside Loki was Thor. Waverly was careful to wait for a shot in which Thor would be out of harm's way. She fired.

Loki fired back. Clint jerked the jet's controls but couldn't dodge the attack in time. The left wing burst into flames. Clint and Waverly immediately began guiding the jet down for a crash landing. In the back, Steve and Natasha braced themselves for impact.

Clint landed the jet, only crashing into a few buildings along the way. The second the aircraft hit solid ground, Waverly hit the button that opened the hatch. Natasha and Steve sprinted out, followed by Clint and finally Waverly.


Steve ran from the wreckage that was their jet. He heard Natasha's light footsteps behind him, closely followed by the thud of Clint's boots. A quick glance back told Steve Waverly was lagging behind, but still keeping up. Around them, the streets were blasted to rubble, cars were flipped and twisted, and fires burned every few feet. Sirens wailed and people screamed. All in all, mass chaos. Steve noticed his breathing was rapidly increasing, as well as his heart rate. He sensed a flashback coming on. Steve gritted his teeth and forced himself to breath normally. He stopped and allowed the other three to catch up with him.

Stark Tower was a block or so from them, towering into the sky. "We gotta get back up there!" Steve called.

He was cut off by a massive growling. His eyes flicked to the sky and the others followed his gaze. Coming out of the portal was what appeared to be a giant flying worm covering in thick plates of armor. From it, Chituari warriors were leaping into battle. Even after battle Red Skull face to face, which was a horrifying once in a lifetime experience, Steve was having trouble comprehending what he was seeing. He felt Natasha and Clint tense up beside him as the worm glided just feet above their heads and he heard Waverly utter, "Oh my god."

Steve spoke into his communicator. "Stark, you seeing this?"

"Seeing." Stark replied. "Still working on believing. Where's Banner? Has he shown up yet?"

Steve was confused. "Banner?" What did Banner have to do with anything? He was gone and no one knew where. They had bigger problems to deal with.

"Just keep me posted." Stark cut the communication and from above, Steve saw him take on the giant worm.

A squadron of Chituari flew low over them, shooting like crazy. Natasha and Clint dove behind an abandoned taxi. Steve grabbed Waverly unceremoniously and threw her to safety before ducking behind the cab himself.

Clint had his bow out. He nodded at Steve. "We've got civilians trapped down there."

Before Steve could respond, one of the Chituari's crafts zoomed by them. Riding upon it was Loki.

"Loki!" Steve turned to keep his eyes locked on their enemy but then he saw what Clint had indicated. There was a barricade of police cars barely holding off the Chituari. Innocent civilians were running in the streets, screaming for their lives. From the windows of numerous office buildings, Steve could see panicked workers with no way out except for the street, which was filled with an alien army. "They're fish in a barrel down there."

At that moment, several Chituari dropped down from the sky and began firing at them. "We got this!" Natasha called. "Go!"

"You sure you can handle them?" Steve asked.

"Captain," Clint stood and pressed a few buttons on his bow. On his back, his quiver of arrows spun and whirred and armed an arrow with a specialized tip. "It would be my genuine pleasure."

Meanwhile, Natasha pulled to hand guns from holsters on her belt and took aim.

Steve nodded. He turned to Waverly. "Come with me." Steve took off at a run towards the trapped civilians. He jumped over cars and piles of debris. Steve knew Waverly wasn't as athletically fit as he was, but after her performance in the jet and on the helicarrier, Steve knew she'd be okay. But, when Steve felt the heat of an explosion crash into his back, his stomach dropped and he turned to make sure Waverly hadn't been hit.

He saw her head vanish behind a minivan turned on its side. A moment later, Waverly ran out from behind the wrecked vehicle, a toddler in her arms and the remaining family trailing behind her. She led them to the entrance of the subway station where they'd be safe.

Steve quickly turned back and ran across an overturned taxi. He dodged a few shots from the Chituari and approached a group of New York policemen attempting to get some sort of grasp of the situation.

"You need men in these buildings." Steve indicated the buildings. The policemen looked stunned to be receiving orders from a guy who looked like he was wearing an American flag, but Steve kept issuing commands. "There are people inside and they're going to be running into the line of fire. You take them to the basement or the subway. You keep them off the streets." Steve pointed down the street. "I need a perimeter as far back as 39th."

One of the officers had finally found his voice. "Why the hell should I take orders from you?"

As if on cue, a squadron of aliens landed around them. Steve blocked a blast with his shield and the proceeded to take out the attackers. He was finished in a matter of seconds and knocked the last alien away with the brunt of his shield. Without further hesitation, the officer repeated Steve's orders into his walkie-talkie. Steve didn't stand around to make sure orders were followed. He jumped back onto the street and ran back into the thick of things.


Steve had gone off ahead of her. There was no way Waverly would be able to keep up with him. Instead, she hung back and looked for anyone who needed help. She had never been in a fire fight before, never been in a real combat situation, but something clicked in her brain and instinct took over. Waverly heard the sizzling energy of one of the Chituari's weapons firing. Without hesitation, she launched herself behind an overturned minivan before she could get hit with the shockwave of the explosion she knew would follow. To her surprise, she found a family huddled behind the van; two young parents with a child no more than two. Both parents widened their eyes.

As soon as the blast had cleared, Waverly held up her hands. "It's okay!" She pulled her SHIELD badge from a pocket on her jumpsuit. "Come with me." Waverly scooped up the child and took off at a run. She heard the parents following her. Waverly wasn't quite sure where she was going. All she knew was she had to get these innocent people away from all this chaos. She wracked her brain, trying to remember anything from her training that would serve useful here. Not much came to mind. Waverly hadn't been trained like most SHIELD agents. Once it was found she wasn't combat material, she was scrapped from the training schedule and instead assigned as Fury's secretary. Panic started rising in Waverly's chest. The child she was holding was crying, making it even harder to Waverly to concentrate. Then, she saw it. Concrete stairs leading down into the subway. It was blocked by some chucks of blasted pavement, but Waverly was sure she could clear enough room for the family to get down there and hide.

"The subway!" Waverly called over her shoulder. She turned and ran backwards a few paces, handing the child back to the mother. "Get down there and stay down there! You'll be safe." Waverly turned back around and used all her strength to clear a path for the family. Once had disappeared below street level, Waverly turned and scanned the street, looking for Steve.


Steve had rejoined Hawkeye and Black Widow. They were taking on half a dozen Chituari. Natasha had grabbed one of the fallen alien's weapons and was using it to fight the fallen soldier's comrades. Steve blocked a shot, covering both himself and Clint, then used the edge of his shield as a sort of sword, slicing through a Chituari who made the mistake of getting too close. Next thing Steve knew, a flash of lightning struck the remaining aliens and Thor landed beside them. To round off their team, Steve saw Waverly jogging up to them. She was battered, bruised, and bloody, but at least she was alive.

"You all right?" Steve asked her. Waverly nodded, out of breath. She was the only one in the group unarmed. "Agent Romanoff, you got a weapon for her."

Natasha held out the Chituari weapon. "Got this. Trigger's in the middle. Or you can just hit 'em with it."

Steve took the weapon and handed it to Waverly. Waverly took it in her hands. It looked odd at first; Waverly armed and dangerous. She had absolutely no battle experience. But Steve saw a fire in her eyes. Waverly was no doubt scared beyond all reason, but she was adamant about joining them in the fight.

Steve turned to Thor. "What's the story upstairs?"

"The power surrounding the cube is impenetrable," Thor explained.

Over all their earpieces, Tony added, "Thor's right. We have to focus on these guys."

"So," Natasha said, "How do we do this?"

"As a team," Steve answered.

"I have unfinished business with Loki." Thor gripped his hammer and glared up towards Stark Tower.

Clint secured a tip to one of his arrows. "Yeah, well get in line."

"I wouldn't mind a go at the bastard either," Waverly said. She shifted the Chituari weapon from one hand to another, testing its weight in her hands.

"Save it," Steve ordered. "Loki's going to keep this fight focused on us and that's what we need. Without him, these things could go wild."

The team knew he was right. Despite the fact that everyone present wanted to smash Loki to pieces, they nodded in agreement.

Steve continued. "We got Stark up top. He's gonna need us to –"

Steve was cut off by the sound of a motorcycle. The captain turned around and saw a disheveled Bruce Banner, in clothes that looked a little too large for him ride, up to them on a battered bike. He stopped and approached them.

"So," he said, gesturing around. "This all seems horrible."

Banner and Romanoff shared an exchange while Steve radioed to Tony. "Stark, we got him."

"Banner?"

"Just like you said." Though Steve thought Dr. Banner looked a little worse for the wear, he was reassured by the doctor's presence. If anything could handle these alien monsters, it was the Hulk.

Over the communicators, Tony instructed Steve to tell Bruce to suit up. "I'm bringing the party to you."

With a sound barrier crushing 'whoosh,' Iron Man rounded a sky scraper. Behind him was another one of the giant alien worms.

"I don't see how that's a party," Natasha said sarcastically.

Clint swore and Waverly fought down a wave of nausea. Bruce, however, walked confidently towards the giant beast.

"Dr. Banner," Steve said with urgency. "Now might be a really good time for you to get angry."

Banner looked over his shoulder to face Steve. "That's my secret Cap', I'm always angry." With that, Banner turned back around and began turning into the Hulk. His skin turned green and muscles exploded all over his body. With a roar, the doctor's transformation was complete. He slammed into the worm, and together, he and Tony finished it off. It exploded in a ball of fire. Steve grabbed Natasha and Waverly and then shielded all three of them from the blast. Before the monster could fully explode, the Chituari warriors jumped from it, landing on nearby buildings. As the team regrouped, ready to face their enemy with renewed confidence, the aliens called out a battle cry.

Steve tightened his shield on his forearm. Beside him, Waverly gripped the alien weapon and planted her feet firmly on the ground. The Hulk roared back at the aliens, Thor readied his hammer, and Natasha reloaded her gun. Stark landed down beside them and to round things off, Barton knocked an arrow. Above them, at least three more worms spilled from the portal along with another wave of Chituari.

"Uh, guys," Natasha said, nodding towards the sky.

Steve felt all eyes turn on him. He was stunned when Stark said, "Call it Captain."

Steve took a breath. His mind was buzzing. He quickly assessed the strengths of each individual member of their team, and discerned where their abilities would be best. "All right, listen up. Until we can close the portal, our priority is containment." Steve faced Clint. "Barton, I want you on that roof. Eyes on everything. Call out patterns and strays." Next, the captain faced Iron Man. "Stark, you go the perimeter. Anything gets more than three blocks out you turn in back or you turn it to ash. Thor." Steve noticed the god of thunder locked eyes on Steve. He looked a little uneasy being the one receiving orders instead of giving them, but he didn't argue. "You gotta try and bottle neck that portal. Slow 'em down. You got the lightning, light the bastards up." Turning to Natasha and Waverly, Steve said, "The three of us, we'll stay on the ground, keep the fighting here." Finally, he addressed the Hulk. Steve pointed at the Chituari clinging to the buildings around them. "And Hulk, smash."

No one waited for another word. At the Captain's orders, everyone took off into battle. Steve had a moment before the Chituari landed beside him on the street. He grabbed Waverly by the shoulders and forced her to look him in the eye. "Are you sure you can do this?"

Waverly nodded but she looked like if she spoke, she'd throw up.

"Remember, if I tell you to get out of here, you go. Don't worry about me."

Waverly hesitated but she nodded again. Steve released her as their enemy surrounded them and together with Natasha, they jumped back into battle.


They had only been fighting for a few minutes, but to Waverly it felt like hours. Every muscle in her body screamed in pain. She was covered in dirt, blood, and sweat. Waverly knew that if it wasn't for the complete state of shock and the sheer fact that her fight or flight system had taken over, she'd be a complete mess. The only thing keeping her sane, beside the adrenalin in her veins, was Steve's presence beside her. Even though they were vastly outnumbered, Waverly couldn't help but feel safe beside Steve.

Waverly didn't know a lot about fighting, but she knew enough to keep her alive. She spun and whipped the alien weapon around, taking out enemies. She ducked and weaved in and out of overturned cars. Sure, she wasn't as good as Natasha and Steve, but she managed to take out a few Chituari.

There was a break in the fighting. Natasha had procured another of the Chituari's weapons. She leaned against it and took a breath. "Captain, none of this is going to mean a damn thing if we don't close that portal down."

Waverly agreed but she knew they were powerless against the Tesseract. "There's no way we can stop that thing."

Steve stood beside the two women, catching his breath. "Our biggest guns couldn't touch it."

Above the three of them, Chituari were flying by on their strange vehicles. Waverly noticed Natasha was watching them curiously. "Maybe it's not about guns."

Steve seemed to catch onto whatever it was she was thinking. "If you want up there, you're gonna need a ride."

Natasha tossed aside the alien weapon. "I've already got a ride. I could use a boost though."

"Wait a second," Waverly gasped. "What are you two talking about?"

No one answered her. Instead, Steve asked Natasha, "Are you sure about this?"

The agent took a step backward and nodded. "Yeah. It's gonna be fun." Then, Natasha took off running. She leapt onto a car and into the air. Steve used his shield as a sort of spring board and launched her into the sky. She hitched a ride on one of the Chituari's vehicles.

"So now what do we do?" Waverly asked the Captain.

A few feet away, three Chituari soldiers landed and began shooting at Waverly and Steve. Waverly was about to jump out of the way but she felt Steve grab her around the waist. The captain covered them both with his shield. "Now, we fight."