HELLO! Okay, so you are only going to get a glimpse of Amelia's past, but not the whole thing! And there will be some cute moments with Steve and Amy!

I dont own Captain America or any Marvel Character

Chapter Three

Amelia had left hours before with Abraham, to help get the lab ready for the experiment. Which meant hours of Stark trying to flirt his way to dinner with her, but much to his displeasure, Amelia kept turning him down with a smile.

"Why not?" He asked, checking the level gages.

Rolling her eyes, the doctor was carefully checking the machine once over. "You aren't my type, Howard and I don't think you want a woman who is smarter than you."

"You're not-"

"Yes, she is." Abraham stated matter-of-factly, giving Mr. Stark a deadpanned look.

Howard gave a hurt look towards Erskine, but huffed and turned back to his assignment while the doctor walked over to Amelia and gave her a knowing look.

"Are you nervous?" He whispered, not wanting Stark to interrupt.

Giving her student a confident smile, she leaned forward and placed a kiss on his cheek. "I have faith that this will work,"

"Thank you." Abraham released a breath he didn't know he was holding, then watched as the room above them started to fill. Then he turned back to his teacher and cleared his throat. "I'm going to ask that you not wear the lab coat, so that Steven sees someone familiar."

"And that involves removing my lab coat?" Amelia looked down at the white clothing.

Nodding, Erskine started to push her towards the lockers. "He is not used to seeing you in one and i think it will make him more comfortable..."

Rolling her eyes, the woman walked to the lockers and took of the lab coat, placing on a hook. She wore a orange dress that hung to her curves and was short sleeved. Sighing, Amelia took her hair in her hands and pulled it into a high ponytail so it wasn't in her face.

When she got back to the lab, everyone was silent, looking up at Steve Rogers.

The soldier was looking around the room, until his eyes found hers. He sighed in relief to see that she was dressed like it was any normal day. Peggy beside him, nodded and led him down the stairs and towards the dozen scientists.

They both reached Dr. Erskine at the same time. Steve looked as though he was about to throw up, while Amelia just gave him a reassuring smile.

Taking his hand in a handshake, Abraham smiled. "Good morning," There was a flash of a camera and the doctor looked towards the photographer and frowned. "Please, not now."

Both doctors watched the soldier look at the hug machine that was going to be encased in and have every atom in his body changed.

"Are you ready?" Erskine asked. Nodding nervously, Abraham looked over to his teacher and nodded also. "That's good... Take off your shirt, your tie and your hat."

Steve swallowed and started to undress, not looking at Amelia. If you looked closely, you could see that his ears were a light red, it made Amelia smile.

Once he was finished undressing, he stared down at the floor, but the doctor just stepped forward and cupped his chin, making him look at her. "Hey, you'll be fine... I would never let you do this if I didn't think you would be alright."

"Will it hurt?" He asked.

Dropping her hand, Amelia shrugged. "We never really tested it out on people, so you'll be the first one. But don't worry, I will be with you throughout the whole process."

Steve nodded, walking to the machine and laying down. Erskine went over to his left side, while Doctor Howlett was making sure everything was in place on his right.

"Comfortable?" Abraham asked, looked down at Steve.

Looking down, the back up at Erskine with a smirk he said, "It's a little big."

Both doctors laughed, as Amelia placed a hand on Steve's shoulder. "You'll grow into it."

"Did you save me any of those schnapps?" Steve looked to Erskine.

Amelia looked towards her student with a raised eyebrow as he looked guilty towards Steve. "Not as much as I should have... Sorry."
"Abraham," The woman scolded, earning a small laugh from Steven.

Dr. Erskine looked down and asked, "Mr. Stark! How are your levels?"

"Levels at one hundred percent!" He strutted over while Erskine turned and went to check on something else. Howard studied Steve, looking him up and down."We may dim half the lights in Brooklyn, but we are ready...As we will ever be,"

"But we are ready," The lovely doctor brushed Steve's hair back has she finished strapping him in.

He looked over at her, unspoken fear in his eyes. Amelia smiled that smile she shared with him in the car ride to Camp Lehigh and it made Steve's heart jump. "Just breath, I'll be right here."

Nodding, Steve turned to see Doctor Erskine asking Peggy to watch from the booth with the others and as she walked, he began his speech.

While he spoke, Amelia started getting everything ready. She fixed any of the straps, them carefully placed each serum in it's rightful place while she felt the soldier's eyes on her. Finally, she walked over to the other side of Steve and rubbed his arm with a cotton ball soaked in alcohol, she watched as Steve held his breath as the needle entered his body. When Amelia took it back out, he let a painful sigh out.

"That wasn't so bad," He said as Erskine came to his other side.

Both doctors looked at one another and looked down. "That was penicillin..."

Steve looked between them, his eyes filled with complete horror as they continued,

"Serum fusion, beginning in-" Abraham started to count down, looking towards Howard Stark.

The other pads of needle placed themselves on Steve's arm as his breathing became more labored. Amelia looked at him sadly and grabbed his hand as Abraham finished counting down.

She watched as the serum tubes were drained empty, Steve squeezed her hand tightly as he tried not to scream.

He let out a loud groan, then his eye shot open in a gasp causing Erskine to look over to the inventor. "Now, Mr. Stark."

Stark nodded and pushed up a lever, then the whole machine started to stand up straight causing Amelia to let go of Steven's hand. She watched as the machine closed, encasing the soldier inside.

Another worked placed connected the oxygen tank while Abraham walked over to the machine, stepping onto a stool. He knocked on the glass. "Steven? Can you hear me?"

"Probably too late to go to the bathroom, right?" He replied, receiving a smile and chuckle from Abraham and Amelia.

Erskine turned around and nodded. "We will proceed."
Everyone started to put on protected glass from the bright light that will be produced during the procedure. Looking over her shoulder, Stark tossed her a pair and she quickly put them on.

Her heart seemed to never stop hammering against her chest... She was so nervous for Steve, but she had faith that he will survive.

Yelling out the percentage of how far they gone, at forty percent, Steve started screaming. Her legs moved without any thought, running to the machine and placing her hand on it.

"Steve?!" She yelled.

Erskine came right behind her and started slamming on the machine, "Steven?! Steven!"

"Shut it down!" Peggy yelled from on top of the stairs. "Shut it down!"

They both moved to start killing the machine, but was stopped by the soldier's voice. "No! I can do this!"

Abraham and Amelia looked at one another, then nodded, looking at Stark fro him to continue. Howard looked unsure, but went back to the wheel and started turning it once more. He once again started yelling at what percentage they were at.

When he called one hundred, the control panel started to exploded and sparks, as well as everything else in the room. But Amelia's eyes never left the machine...

The bright light was no longer there and everyone stood silent, waiting for Steve to say something, anything to let them know he was okay.

"Steve?" Amelia voice was barely over a whisper as she took of the protecting glasses.

"Mr. Stark!" Erskine yelled and within only seconds; the machine opened.

In the machine wasn't the scrawny Steve who couldn't even breath or hear in his left ear, but instead stood a man who looked more healthy than twenty soldiers. He looked as though he worked out everyday since he hit puberty... This was the Steve Amelia saw in that enlistment office so long ago; this was the man who would become a hero.

She couldn't move, even when Stark and Abraham rushed to help Steve out of the machine. SHe didn't even hear them speak, it was like time had frozen for her. Until Peggy spoke next to her.

"How do you feel?"
Steve looked around the room, breathing in what was his first full breath. "Taller..."

The agent nodded, slightly dazed at the new body Steve had. Amelia watched as she reached and touched his boob before grabbing a shirt. "You look taller,"

Rolling her eyes, she grinned at Steve. "Just let me make sure everything is okay,"

"Okay," He smiled back, putting on the t-shirt that was now too tight for him.

Everyone was crowding around, trying to get a look at the new super soldier. But Amelia was shooing them away.

"Abraham?" She turned around to ask him where her medical bag was. "Where did you-"

There was an explosion, forcing Amelia to go to her knees. She looked up and saw that only Erskine and an unknown man stood. The man unbuttoned his grey suit and pulled out a gun, then grabbed the last vail of the serum.

"Stop him-" Abraham stepped forward but was stopped by to bullets to the chest.

"ABRAHAM!" Amelia screamed, running forward to catch his falling body.

His head landed on her shoulder, his body laying between his legs, his breathing was already slowing down. Peggy already in action, taking out her gun and shooting at the escaping man, then ran after him; following Abraham's orders.

Tears spilled down Amelia's cheeks as Steve crouched in front of Erskine, he looked down in Abraham in worry and dread. The doctor took a few shallow breaths, then raised his hand and tapped Steve's heart... It took most his strength to do just one gesture.

Amelia looked up at Steve, but he wasn't looking at her. He was staring down at Abraham's hand, then he slowly looked up and met her eyes. They were filled with determination and anger.

"I'll be right back," He said, then shot up and ran after the man.

Amelia looked down at Abraham as another tear landed on his cheek, he was still breathing but it was only a matter of time before his time ran out. Kissing his hair, Amelia whispered in his eye so only he could hear her words. "I wish I could save you, but I know you don't want me to put myself or my brothers at risk like that... So instead I will say; You Doctor Abraham Erskine will always be my favorite. While others will forget what you have done and who you were, I will always remember you because I love you... You mended my broken heart and for that? I will always be grateful.

Using the last of his strength, the doctor smiled. "Amy... I-"

He didn't get to finish his sentence as his eyes closed and he stopped breathing... But Amelia knew what he was going to say, it was a sad fact the Abraham had always loved her beyond the limits of friendship. He had loved her unconditionally and with his whole heart, but he understood that his teacher could never love him the way he loved her... So, he was content with the friendship they shared because he knew that no one could replace what they had.

Colonel Philips watched as the usually composed woman started crying, screaming was more of proper term. It seemed she couldn't hold in her feelings at all, that if she didn't get them out now? She never would.

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By the time Steve returned, Peggy had moved Amelia to her bedroom and taken Abraham's body for examination. All the super soldier wanted to do was make sure his friend was okay, but the agent shook her head and led him towards his own sleeping quarters and instructed him to take a shower.

Once he was done, he saw that Agent Carter hadn't left his door. "Tomorrow we are going to have to draw some blood, that may be the only hope to figuring out the contents of the serum."

"Why don't you just ask Amy?" He raised an eyebrow.

Agent Carter looked down at the floor at the mention of her Godmother's name. "Because she doesn't know the formula... She made Abraham not tell her in case she was tortured." Steve didn't reply. Peggy watched him from the corner of her eye, then sighed. "Come on, I'll take you to her..."

She started walking before the soldier could reply and he had to rush to catch up. "So, how is she doing?"
"Good, considering the situation." Agent Carter's hold on the clipboard tightened. "This isn't her first time loosing someone... But she really did love Doctor Erskine."

Steve nodded and followed silently.

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He could hear pencil against paper when he entered Amelia's room. She was sitting on her bed, her back against the wall and had a large sketchbook in her lap. She was drawing frantically, her cheeks stained with dry tears.

Steve didn't hear the door close as he walked over to Amelia and sat down at the edge of the bed. She didn't look up at him, just drew in the sketchbook. Sighing, the soldier scooted back until his back was against also.

"How close were the two of you?" Steve asked, watching her draw man he hasn't seen before.

Amelia stopped drawing, but still didn't look at the soldier. "Did you know he wanted to be a chef when he ten? He said that was his first mistake in life because he didn't know how to cook at all and still doesn't know how... I would make him dinner when he was in the lab for too long, then would drag him outside to get some fresh air; Breathing Time he used to call it."

Slowly, the soldier wrapped his arm around Amelia's shoulder. "Tell me more,"

"I can't." She shook her head.

"Too hard to talk about?"

Amelia shook her head again, finally looking up at Steve. "Because... I don't think you will believe me."

"You've never gave me a reason not to trust you," He said, pulling her closer to him.

She studied him closely, trying to figure out if she could trust him and she found that she already did... Standing up, Amelia walked over to her closet and dug around for a few seconds, then came out with a worn out suitcase. It was carry-on size and obviously had been used.

Amelia sat down on the bed again, facing towards Steve before she slowly opened up the suitcase. Her eyes glossed over with all the memories that were held in this single item. Sighing, she placed it to the side so that Steve could see.

Leaning forward, Steve saw that their were photographs, cards, dried flowers and many other items in the suitcase. "What is this?"

"This is my whole life," Amelia smiled fondly as she reached in and pulled out a photo. She looked at it, ran a hand over it and then turned it towards Steve. "Can you guess who that little girl is?"

He studied the photo. Amelia was standing next to a girl who had her hair up in a bun, they both were smiling. But the little girl wore a uniform and suddenly it clicked. "Is that Peggy?"

"She was about ten in this one," The doctor laughed, placing it back in the suitcase. "Here's another when she was first born."

Taking the other picture from her, Steve stared in shock at the pictures. "H-how is this possible?"

"A mutation in my blood," Amelia answered, taking out another photo. This one was of her and Abraham when they first met. "My brother and I were born in December fifth, 1832. Victor is about six years older than us... It's been just the three of us for a hundred years."

"So you really did know Peggy her whole life," He laughed, making the air a little lighter.

Nodding, the doctor dug through the suitcase until she found a battered, old photo. She handed it to Steve and explained, "This was Peggy's grandfather... He made me Godmother of all his children, he was a foolish man. I wasn't around at first, but after his wife died... I practically raised those kids."

Steven saw the sad look in his friend's eyes and he placed the picture back and scooted forward. "It must be hard... To watch everyone you know grow old without you."

"You tend to get used to it," She sighed.

"It's still sad." He tilted her chin up so she would meet his eyes.

They both were silent...

Amelia got up and quietly placed the suitcase back where it was hidden in her closet and sat back down on the bed. "Don't tell anyone..."

"Of course," Steve nodded, getting off the bed and made his way towards the door. But, before he left he looked over at Amelia; who was just staring at her feet. It was so unusual to see her so depressed.

She was always so happy around him... He missed her smile, they why she would tell stories or they why she said she would take him dancing. All he wanted to do is make her feel better...

Making up his mind, Steve turned and knelt down at Amelia's feet and brought her into a hug. The doctor gasped at the sudden closeness of Steve, but didn't push him away this time.

Instead, she slowly wrapped her arms around his waist and buried her face into his strong chest.

"He might not have built an army, but Abraham would have been glad it was you." Amelia said suddenly, her voice muffled.

Steve froze, but then tightened his arms around her, kissing her hair. "Thank you."

Snuggling even closer, the doctor moved her head to the soldier's shoulder. "I'm proud of you too..."

"Maybe we should go dancing in celebration?" He laughed, combing her black curls with his fingers.

"When everything settle downs," Amelia pulled away with a warm smile greeting him, then leaned in and kissed his cheek. "I would love to go dancing."

Grinning, the soldier stood up, Amelia still in his arms. "It's a date,"

"I look forward to it." She laughed, pulling away gently.

Steve nodded, turned on his heel and walked out the door.

He stopped after he walked a few feet, his heart hammering in his chest. All this new information swarmed in his mind, making him a little confused, but one fact remained constant. Amelia will always be a mystery to him and he was okay with that fact.

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The next was the funeral... Only five people attended; Amelia, Peggy, Howard, Steve and Colonel Phillips. Everyone wore simple black clothes, except the doctor.

She remembered having a certain talk with Abraham, it was late and they both had a little too much to drink. Abraham started talking about how he thought wearing dark clothes to mourn a death was morbid, so he asked Amelia to wear white; to celebrate the life he had.

And she always kept her promises...

She wore a dress that settled at her knees and had long sleeves. Amelia had done her hair up in a complex bun, it was like she was going to a wedding...

"Explain to me why you're wearing white?" Howard raised an eyebrow at the doctor, distaste in his voice.

Meeting Stark's eyes, she frowned. "Because Abraham asked me to, said I should celebrate his life instead of mourning it."

"He was a wise man," Peggy placed a hand on her godmother's shoulder.

Looking down at the urn in her hands, Amelia nodded. "I know..."

Steve cleared his throat, stepping towards the doctor and placed a hand on her lower back. "Should we start?"

Nodding, Amelia started speaking. "I've know Abraham Erskine for a very long... He was a good friend, a great doctor and an amazing scientist. He loved schnapps and old books... He wouldn't want me to get all sappy in front of people, but I will say that he was one of the greatest men I have ever met and I was honored to know him." They all hummed in agreement. The doctor reminded herself to breathe as she opened the lid of the urn, then swung it so that the ashes could be released into the wind. "Go and discover all the amazing, mind blowing mysteries in this unusual world."

She could still feel Steve's hand at her lower back as everyone else started to walk back to the city. He stayed with her until they were completely alone, only then did Amelia turn into his arms; dropping the urn to the ground.

Steve immediately wrapped his arms around her waist and held her close and pretended not to her the quiet whimpers escaping her mouth.

"We should head back," He kissed her hair.

Nodding, Amelia picked up the urn and let Steve guide her back to the secret bunker...

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The following day, when Steve went to check on Amelia, he only found her room empty of all her belongings and a letter on the bed. It explained that Colonel Phillips had sent her overseas to be head doctor at a squadron that was classified even to her.

Steve felt like he was punched in the gut... He stood in the empty room, hoping it was only a prank, but Amelia didn't pop out of the bathroom; laughing at him that he fell for it. So he just stood there, until Peggy leaned against the door frame.

"She always hated goodbyes," She sighed, looking around the room.

The soldier laughed, but didn't actually put effort in it. "She told me about you, about her being your Godmother."

"I knew she eventually would, just didn't know she would do it this soon." The agent walked over to Steve and placed a hand on his shoulder, giving a comforting smile. "She doesn't say goodbye because she always comes back sooner or later."

"Thanks, Peggy."

Shrugging, Agent Carter turned and walked out. "Don't worry about, Steve."

Steve didn't throw away the letter or rip it up, no, he carefully folded it and placed it in his pocket. He would carry that letter with him throughout every show and would read about five different times a day. Many of the show girls would ask him about it, thinking it was a love letter.

"No, it's from Amy." He would simply say and stuff it away in his pocket once more. That was his answer for the next year as The Star Spangled Man With a Plan.

Soo? How do you like it? But guess what?! Your going to find out Amelia's powers the next chapter! CAN YOU GUESS WHAT THEY ARE? COME ON! I WANNA HEAR YOUR GUESSES! Anyway, you are going to have Wolverine and Victor in the next chapter as well! YEAH!

Please Review!