A/n: I am really happy with the recent episodes of Vampires Diaries, especially with what they did with Katherine because the character development for her is just what I saw happening to her. You will see as you read this next chapter.

Chapter 12

1940, Bulgaria

"A little more, dearest, a little more."

Her mother hovered close to her, dapping sweat from her forehead as she let out a pain-filled scream. Seconds later, the cries of a new born filled the room and she fell back into the bed, panting desperately for air as her eyes sought out her child.

Her mother was smiling softly in awe. "It's a girl."

My daughter…

"A girl." she muttered in relief, her dark eyes on the baby. Her baby. "Please, mother. Let me see her."

Touch her so that I know that for once in my life, I have done something right.

A man entered the room, his voice sharp as he addressed his wife, casting a look of disapproval at his bed-ridden daughter. "Woman, don't! What are you doing?"

"Let me, at least, hold her once. Just once." she begged, the thought of never seeing even the eyes of her child terrifying her.

"Forget it! You have disgraced this family." with that, he left the room with her baby, the child's cries screaming for her mother's milk and comfort.

"FATHER, PLEASE!" she screamed, struggling to go after him, to will her weakened body to move. To protect her child. "No, father, no!"

And seeing her own daughter in distress, her mother reacted, drawing her in her arms as she held her close. "No, Katerina." she said firmly, willing her to face her. "It's better for her!"

No…she needed me. I was her mother.

As tear streaked down her cheeks, her mother pulled her into her arms, stroking her back in comfort.

"No, mama." she sobbed. "Please…"

"Let her go. Let her go, Katerina." her mother urged, her own voice breaking from the heart wrenching sensation of her daughter's pain.

"Please, mama…"

I would have protected her as any mother would. My life, a part of me I carried for nine months. My daughter was what was right with my world. And she was gone just like that.

"Your bloodline will suffer for your actions today."

~.~

She slept very little that night and what little sleep she got was plagued by images from her past. Needless to say, it wasn't surprising she wore a scowl on her face the following morning as she stormed through the many floors and halls of Stark's tower. She knew without doubt what brought on the nightmares and who was to blame for digging up her past.

"JARVIS, give me a location on that dumbass." she said, staring up at a security camera with her hands on her hips.

"My apologies, Miss Pierce but Mister Stark has gone to SHIELD as requested by Director Fury." the computer replied.

She grumbled under her breath, paused and sniffed delicately at the air. When she caught whiff of that distinctive scent, she vanished from the hallway in a blink of an eye.

"Where is she going?" Tony mumbled, watching the camera feed from the corner of his eye. He groped about for his coffee as his hand flicked over the hologram of a Chitauri mother ship. The kind he saw when he went through the portal.

"Sir, Miss Pierce is outside your lab, requesting entrance." JARVIS said.

"How the hell did she know I was here?" he wondered in surprise.

"I smelt you and your coffee, dumbass." an irritated voice said from the other side of the door. "Now let me in before I break down this door. You know I can and I will."

"Well, someone is in a foul mood." Tony muttered as he keyed in the remote control codes to open the laboratory door.

Katherine stride in, her movements stalking like a predator and he was her prey. Her noise crinkled as his overnight scent mixed with coffee invaded her vampire senses. Obviously he had pulled an all-nighter.

"Why, hello, Katherine. Hope you slept well. What brings you to my shop?"

"That picture, Stark. Where…?" her words died out as her eyes strayed to the hologram, rotating slowly on a platform in the middle of the room. Suddenly her nightmares vanished from her mind. "Is that the Chitauri mother ship?"

"The one and only." Tony said, flicking his screen deftly. "It's based on the one I got a glimpse of, you know, when I went through the portal and almost got myself killed. JARVIS, analysis signal readings again. Cross it with the gliders."

"Yes, sir."

She circled the hologram, studying it intently. "Obviously no one told them about aerodynamics. That thing is hideous."

"You're not wrong about that." he agreed, eyeing the four extended platforms that protruded from the main body. "Something that big, how were they able to get it past us? I am sure Cap had Thor bottle neck the portal…"

"No luck on the signal tracer yet?" she asked, her gaze sweeping across the messy laboratory.

"No, for it to work, I need a signal, a specific frequency but my data is incomplete. There wasn't enough time for me to get a complete read on the ship's signal in space, what with JARVIS dying on me then."

"My apologies, sir."

"It's not your fault. Mine actually." Tony said offhandedly. "I always knew I would go to space someday. Should have made you space proof."

"What about the portal?" Katherine asked lazily, summoning up the video of the Manhattan battle. "Did you get any reading on that?"

Tony stared at her for a long time before slowly blinking. "Portal…hm. You might be on to something there. JARVIS, hack into SHIELD database and pull up the readings on the Tesseract when Loki first got appeared. Concentrate on the portal."

It was fascinating watching the man work, Katherine decided as she leaned against the table. "You're on to something?"

"More than on to something." Tony said, analyzing the fluctuating and jumping numbers on his screens. "I think I figured how they got in. That portal Loki used to get into SHIELD the first time. The mother ship must have slipped in, causing the portal collapse on itself and with it the entire SHIELD base. If I can get a read on the portal signal, I might be able to configure it as a baseline signal to track down the ship. It's not much but it is one piece of the puzzle."

"Okay." she said, staring. "I honestly did not understand a word you said just now."

~.~

The sun poured into the warehouse through the tiny cracks in the walls and through the poorly boarded up windows. Amanda resisted a growl, keeping to the shadows as she made her way to her accomplish who stood on a higher platform, overseeing the transportation of their weapons and prisoners. At her heel, two of her most trusted bodyguards followed closely, prepared to defend her with their lives. On the side, lined up in a row like obedient dolls, were the humans they have snatched for the sacrifice. Most were homeless bums but others were taken during their attack on the park. The Avengers were none the wiser. Their eyes glowed with an unnatural blue glow that indicated the presence of a parasite within.

We need more, she thought, eyeing the group of humans with distain.

"Zarkis, this isn't enough." she said, reaching the Chitauri leader. "The stones need more blood."

"The Avenger God has been patrolling the skies. Movement is difficult on our part." he said, watching his men herd the humans through a trapdoor in the ground.

"Wasn't that why I taught you how to maintain human form?" she said. "He should not be able to detect you."

He eyed her warily, tired of her impatience. For an immortal, she was reckless. "Let me worry about my men. Are your men ready for battle?"

"They are moving into position." she said.

"Good. And while SHIELD and the Avengers fend off your army, I shall unleash the power of the stones and pave the road for my master to his new world and you shall be its queen."

"All I want is Katherine. She dies by my hand once I have made her watch the fall of her protectors." Amanda said, departing with a flourish.

Her desire for revenge will be her downfall, Zarkis was certain of that as he watched the blond vampire disappear into the sewer with her bodyguards.

"Quite frankly, that is a shitty plan if I've ever heard one." a new voice remarked, amusement in it.

Zarkis turned and watched as the other vampire, Katherine stepped out from behind a half-closed door.

"Katerina, how long have you been there?" he asked. "Were you followed?"

"No. They think I was summoned to SHIELD by Fury." Katherine said, folding her hands behind her. "Captain America has been momentarily incapacitated, hence my bodyguard-less state.

She paused, watching the way his mind seemed to consider her answers. "They know of the stones capabilities, Zarkis and what you intend to do with them, thanks to Thor. They also know when you're planning to strike. If you attack them head-on, you'll fail." she said with certainty. "They only need the location of your ship and I bet you Stark will have it by breakfast tomorrow."

"Then what do you propose, Katerina?" he asked, raising his eyebrow in a very human-like gesture.

"Separate the Avengers." she shrugged as though it was the most obvious solution. "They're strongest as a team. Give them what they want and split them up to every continent on the planet on a wild goose chase. One might remain here but that will more or less leave New York defenseless and ready for the taking."

Zarkis stared at her hard before he let out a low chuckle. "You're truly a woman not to be strife with."

She smiled. "Why else would you not trust me with your ship's position? You're afraid I would sell you out to the Avengers as I am doing to them now. Smart."

"But surely you would not compromise your position amongst them by delivering this information."

"Of course not. You still need me to be your inside eye. Use one of your slaves or Amanda's werewolves. I am sure SHIELD would be delighted to have captured a live prisoner." she said dismissively.

"I can see why Amanda views you as a threat." he said slowly, strolling up to her. He reached out to caress her cheek. "Perhaps you shall be this world's new queen."

"I can only be free to be queen once Klaus and Amanda are but mere dust in the wind. Can that be done?" she asked darkly, staring into his glowing gaze.

"As soon as my master walks." he assured her.

~.~

After half the day of medical check-ups and debriefing, Steve was more than relieved to be finally discharged from the medical ward in the SHIELD headquarters. He buttoned up his shirt in a hurry, eager to escape the hungry eyes of the nurses there and left quickly. He felt much better today. His body felt in sync with his mind, not weak and heavy as yesterday. Bruce have given him the lookover but still refused to retract the order for him to rest out for today.

"There's nothing to fight today, Cap." he had said. "Fury has agents scouting the city and Thor is on sky patrol. If they find something, they'll call us in until then, rest. Believe me, you'll need it."

He decided to take the man's advice, partially because he knew Bruce wouldn't hesitate to use to the Hulk as a threat.

So as soon as he got back to the tower, he sought out Katherine, intending to hold her up to her promise.

"How you feeling, old man?" Clint asked in a manner of greeting as soon as he walked in. The agent sat at the kitchen island, his bow and arrows scattered across the surface. He lifted a single arrow and checked it meticulously before setting it down carefully less it exploded.

"Couldn't be better. Although Fury still has me benched." he answered, looking around the living room. "Where's Katherine?"

Hawkeye tilted his head. "Last I checked with JARVIS, she's in the shop with Tony."

Steve thought back to the previous night when he had given her everything Tony found on her and hoped that she wasn't chewing him out for digging into her past. He meant what he said though when he told her he didn't read anything on file.

Clint watched him carefully. "So…you and Katherine worked things out?"

"More or less." Steve said, heading to the fridge. "I can understand why she didn't tell me. Being what she is, having seen what she has seen… has hardened her. Trust is not an easy thing to come by for someone like her."

"Can we trust her?" the archer asked, looking at the Captain.

"I do."

Clint stared at him briefly before going back to his arrows with a shrug. "That's good enough for me."

"Does Natasha trust her?" Steve has been dying to ask since he picked up on the hostilities between the women from the first day. Natasha had been at the headquarters earlier, prepping the agents on the Chitauri threat. She had dropped by to check on him and did nothing to help him when he sent her a pleading look when one of the nurses got too frisky.

"Agent Romanoff trusts me as far as she can throw me." Katherine answered as she exited the lift. She moved effortlessly, her high-heeled boots silent despite the marble floor. "She's still sore about Bora Bora."

"Have you been in the shop with Tony the entire time?" Clint asked in surprise. "How do you put up with him?"

"He amuses me." she said grinning.

"That's a first." Clint mused.

"Steve, how are you feeling now?" she turned to the soldier, cocking a hip as she batted her eyelids at him. "You up for a little trip downtown?"

Clint nearly choked on himself from her low seductive tone and the double-entendre meaning behind her words although he doubted the target of her flirting understood her meaning. He was blaming Tony for this.

Flustered by her teasing, Steve's brain refused to work with her eyes watching his reaction intensely. "Downtown?"

~.~

"I got Interpol and the United Nations breathing down my neck." Fury snarled at the faceless directors of SHIELD. "And right now, Miss Pierce is the only one giving us answers. You are not helping by telling me to lock her up!"

"She's a vampire. A dangerous one." one of the male directors said.

"She operates on her own agenda." another faceless leader said, a woman by the sound of her voice. "She's a loose cannon and a potential liability."

"And yet she knows far more about what's happening than any of us." Fury snapped.

"Very well then." the woman said, her voice calm. "Interrogate her on everything she knows and have her confined."

Fury growled his frustration, wishing he could just whip out his gun and shoot the screens, ending their conversation. "Miss Pierce is on SHIELD and the Avengers' team as a consultant and therefore unless she gives us a reason to bring her in, she stays on the team as one. End of discussion."

"Director Fury, we are -!"

He abruptly disconnected the line, conveniently telling himself that the network in the area must have interfered with the Helicarrier's signals. Maria stood on the deck behind him, a tiny smirk at her lips.

"Connection problem, I reckon." she said.

"Probably." he agreed.

"Director Fury!"

He whirled on the young agent that just burst through the doors. "What now?"

"A Chitauri glider has been spotted at the harbour!" the man reported in between his pants. "Bring up visuals."

Immediately, all the computer screens on the ship were focused on the port harbour of the city where an alien can be seen visibly against the afternoon sky. It landed on top of a crate container slowly sniffing the air before dropping down between the containers.

"It's just one Chitauri." Maria noted, looking at the radar scanner. "No backup."

"Have the Black Widow handle this. Tell her we want it brought in alive." Fury ordered, his one eye darkening. "That son of bitch made a big mistake coming out alone."

~.~

"Son of a…"

Katherine laughed at Steve's annoyance which was actually directed at Tony. The few people on the street glanced up their way at her laughter before continuing on, their minds buried in their own business. "Ease up, Cap. Tony was just trying to help me understand you better."

"I'll bet." Steve muttered through gritted teeth.

It turned out that her flirt had been to test out one particularly interesting piece of nugget Tony so happened to divulge to her.

The Cap has never been with a woman. Not even to second base I bet.

She just couldn't resist. Smirking, she looked up and realised they were nearing their destination. "Oh, we're here."

As it dawned upon Steve where they were, ahead Katherine entered the former Stork Club, pausing briefly to beckon him to follow. He entered after her, looking around the worn down interior before looking at her in confusion.

"Katherine?"

"Do you remember what I told you the first time we met here? When you asked me why I was here?" she asked, patting dust from a stool at the bar.

"I do." Steve answered, his mind bringing up the memory of the first time he laid eyes on her. "Business venture. Good cover up."

"Thank you." she grinned before sobering and sitting down on the stool regally, folding one long leg over the other. "I thought this would be the best place to tell you the truth seeing it was where we first met…"

"Truth?" his earlier conversation with Hawkeye came to him and he hoped she wasn't about to make him regret his choice.

"And where I met her too." she continued, watching his face carefully. "Peggy Carter."

He stiffened, his eyes growing wide. "Peggy…how…"

"She waited for you, Steve. I thought you should know that." Katherine said softly. "It was a week after you were declared missing in action. I was here in New York and bored so I came here. That was then I met her. She talked about you a lot. About how you sucked when it came to women and that you were different from other men, nice…naïve. And that you never ran away from a fight…"

"Peggy…" he collapsed into a chair, running his hands over his face. It felt surreal that Katherine knew Peggy, telling him the things that his lost love would have told him had he not gone down.

She knew how painful this was for him, having to relieve the life he missed out on, to remember the woman he was supposed to spend the rest of his life with. "She was supposed to teach you how to dance."

"Yeah." he allowed a small smile. "She loved dancing but she said she was waiting for the right partner."

Sighing, Katherine hopped off the stool and kneeling in front of him, rested a hand on his arm. "I never saw her again after that night but I could see it in her. She loved you, Steve and I know you love her back. You still have a chance to tell her that. If you want to move on, you need to deal with the past. She deserves to know. Both of you do. For closure sake."

"Speaking from experience again?" he said wearily, looking into her eyes.

"More than you'll ever know." she answered honestly.

He took her hand in his, stroking her knuckles gently. "Thank you, Katherine…I…I really needed this."

She was taken back by the sincerity in his eyes. The gratitude in them. It unnerved her that she was actually proud to be the one caused that look on his face. "Well." she smirked, standing up. "It's one time offer. Don't get used to it."

He chuckled at her. "Try all you want to be difficult, Katherine but I know you're a good person. After all, your actions have spoken louder than words."

Still so naïve, she thought, shaking her head. "Whatever you say, Cap. Now come on." she held out her hand. "Dance with me."

"But I don't know how to dance." he reminded her. "Never did get that lesson."

"And I am giving it to you now." she retorted, taking his hand and pulled him to his feet. "I wasn't much of the 40s dancer but I do know that the gentleman is supposed to lead."

Steve allowed her hands to guide his own, blushing slightly when one of his palms rested against the small of her back and the other cradled her hand. "There's no music."

She scoffed as her body brushed against his, swaying to the silence of the abandoned building. "Music is overrated. Now relax."

"Are you always this bossy?"

"Why so curious? Does it turn you on, Captain Rogers?"

That got the desired effects as his ears turned red. "I am gonna kill Stark…"

She thought back to the picture in the iPad and made a mental note to interrogate Stark on that. She had been…distracted in the earlier part of the day and now being here in a place of the past with Steve…it made her forget everything that was going on.

But evidently the rest of the world has not forgotten that they were still facing an alien-vampire threat. Steve's phone went off, scattering the comfortable silence between them. Releasing Katherine and stepping back, he dug out his phone from his back pocket and answered it.

"Captain Rogers." his tone was brisk and in command, a different man from the one who was uncertain about dancing with a woman. "Yes, sir. Right away."

He hung up and glanced at the vampire who was preening her nails. "We have a live Chitauri in custody on board the Helicarrier. Natasha brought it in an hour ago. Fury wants us there for the interrogation."

"Lovely." she chirped in delight. "I'll bring the popcorn."

A/n: Cap and Kat had a moment! But this being Katherine, nothing is ever easy. Read and review!