A/N: Hi All,

Weekend is nearly over, so this might be the last chapter for a few days.

I hope you're enjoying it – I still have absolutely no plan for where this story is going, I'm just doing my best not to rush through the foundation stuff.

Until next time….

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He wasn't sleeping.

It was his second night in Grace's apartment, and he still couldn't sleep. The night before he had reasoned that it was simply because he needed to be alert if HYDRA found him, but he had been safe from them for almost a full 24 hours now, and he still couldn't sleep… or perhaps, wouldn't.

It did not escape his notice that he was unable to differentiate between the two.

So, instead, he pottered. He had already spent most of the day in his room, and had found that there were a number of things he could occupy himself with: he could surveil the surrounding area via the small window, he could alternate between push-ups and sit ups in the ample floor space, he could sit on the bed and try and remember things… anything really.

At the current time, he was sitting on the bed trying to decide whether he was awake because of the threat HYDRA still posed to him, or if it was maybe more do with the threat of dreaming.

Ever since the helicarrier, ever since he had saved his target's life – the one everyone called 'Captain America', he had been plagued with dreams… or were they memories?

He wasn't sure. In all honesty, he could never really remember them afterwards. All he knew was that he would wake up in a panic, completely covered in sweat, only being able to recall tiny remnants of the dream; like the ghost of a shadow or the echo of someone's voice.

HYDRA had clearly known what they were doing when they wiped him.

He estimated that it must have been around 2 in the morning by now, and he was just about to do another visual sweep from the window when he heard movement throughout the apartment.

Instantly he was on high-alert. The sounds hadn't come from Grace's room, meaning there was every chance HYDRA had come for him.

Grabbing the gun that he had concealed under the bed, he prepared himself for a fight. With any luck, he would be able to get away and Grace would remain unharmed.

Exiting the room, the crept down the hallway in complete silence, drawing ever closer to the source of the sounds. He was at the edge of the hall now, the living room was right around the corner. For whatever reason, it seemed that he had gotten lucky – he was sure there couldn't be more than one intruder. This would be piece of cake.

Without another second to lose, the Winter Soldier burst into the living room bringing his gun up as he went… only to realise that it was now pointed directly at Grace.

She had her back turned to him, and it seemed to take her about half a second to realise he was holding her at gunpoint. When she did finally realise, she let out a short scream followed by a very low, drawn-out "Jesus!"

At that he lowered the gun, putting the safety back on before tucking the weapon into the band of his pants; an apologetic look on his face. Grace, on the other hand, merely stood there, her right hand positioned on her chest while her eyes shot daggers at him.

"What are you doing?" she practically hissed at him. "You almost gave me a heart attack!"

"Sorry", he mumbled. "I… uh. I heard… noises. I thought someone had broken in."

Seeming to calm down slightly, she sent him a wry look, "Is it sad that I'm not even surprised by the fact that you have a gun?"

Not knowing what to say to that, he changed the subject in attempt to ease the tension out of the room. "So… what exactly are you doing?"

A knowing look crossed her face, but she allowed the subject change anyway.

"I'm making centrepieces" she offered, her hand gesturing to the kitchen table where they were several small, constructed piles of flowers and other things he couldn't quite name.

"Centrepieces?" He felt the word tugging at his mind, but he couldn't quite place it.

"Yeah, you know, when you go to a fancy dinner or ball there's always a decoration in the middle of the table… centrepieces."

"Right…"

She laughed slightly at the confusion in his tone. "I'm supposed to have a final design completed by Monday, and I couldn't sleep, so I figured why not…"

"So… when I heard those sounds…"

"You heard me rummaging through my craft boxes" She finished for him, gesturing to the living room floor where several clear plastic containers sat – brimming with materials that, from what he could see, were only good for sparkling.

"Is that what you do then?" he continued, somewhat unsure of himself. "...Make centrepieces?"

"Sort of." She shrugged, moving back to the kitchen table – sparkling materials in hand. "I'm an event planner; and for a while I was just doing normal things – you know, weddings, 21st birthday parties, that kind of stuff. But I've been working for this charity organisation for about a year now, so now I get to plan and run fundraising events."

"Right now, for example, I'm trying to organise a gala event… which is exactly why I'm making centrepieces." She finished, her focus returning to the craft on the table in front of her. Almost as an afterthought, she added "You can sit down, you know."

He did. And for the next 10 minutes or so he simply watched her. The first thing he studied was her hands as they affixed new pieces to the decorations she was constructing; they were long and nimble, and clearly practiced when it came to centrepiece-making. She was average height, he supposed. She wasn't short, but she was certainly shorter than him. She had a lean build; she wasn't what you would describe as 'skinny' – her hips were too broad, and she was more curved than angular.

She was in good shape though, that much he could tell. She might have looked as though she had soft curves, but he was sure that she was made up of muscle; the quick glimpse of her flat, toned stomach he had caught as she made breakfast this morning had only confirmed as much.

Her face… it was hard to say really. Yet again the word 'soft' came to mind. She had an oval shaped face but the lack of defined cheekbones gave her a more gentle appearance.

Her hair was a far more confusing affair – it was brown, sort of. He had noticed this morning that her brown hair had a habit of glittering golden-like in the sunlight, even though he couldn't see any traces of blonde; and now, as they sat in the dim light of the kitchen, it looked to be a distinctly chestnut colour. He knew better though.

She wore her hair up while she worked, he noted. She had when she cooked as well. Perhaps it was to keep it out of her way… after all, his chin-length hair had a habit of getting in his eyes, he could only imagine how much more of an inconvenience it would be if it reached his shoulder blades the way hers did.

She had green eyes. They shone as well. Especially when she smiled. He'd seen that several times now – when she smiled, she just lit up.

It was as he was making these observations that he realised he wasn't sure if she was beautiful or not.

He couldn't remember what the rules were anymore. For as long as he could recall he was only permitted to see black and white; when they had given him a target to take out, it was only ever name, age, and location. Never good-looking or unattractive.

"So, I guess you couldn't sleep either then?"

"What?" He asked. He hadn't been listening, he was too caught up in this thoughts.

"You were awake, like me. Was it because you couldn't sleep?"

"Ah… yeah. I guess." He shrugged.

"Is it because you're afraid they'll find you?"

His heart sped up slightly, "What makes you think I'm hiding from someone?"

She gave him a look that said 'puh-lease', before replying with "Are you telling me that you're not?"

He wasn't sure that he was ready to give her the truthful answer to that question, and so decided he would side-step the issue. For now. "I don't know why I can't sleep."

"Well, I'd offer you some sleeping pills, but I have a feeling you would only say 'no'… Am I right?"

He nodded. She sighed, and promptly dropped the issue.

It was few minutes later when she spoke again, "Hey, can I ask you something? …You don't have to answer if you don't want to."

"Okay" he shrugged.

"Why did you spend all day in your room? …I mean, don't get me wrong, it's fine if that's where you'd rather be, but… I don't know. Every time you left the table after breakfast, lunch, and dinner today you went straight for your room… almost as though you felt like that's what you were supposed to do."

He didn't say anything for a very long time. She was certain that she had just offended him, and was mentally kicking herself. She was building up to an apology when he very quietly said, "It was".

"Sorry?"

He cleared his throat slightly, "It was. When I wasn't required, my designated area was my room."

She could feel tears burning the corner of her eyes, and mentally forced them away. She didn't think he would appreciate her crying over him.

After several more minutes, she spoke up again. "Um… well, it's not like that here. The spare room – it's not your cell." She practically spat the word. "You're free here. I promise."

Slowly he nodded, and they returned to a comfortable silence. They stayed that way for quite a while. Both of them seated at the kitchen table while she fiddled with her centrepieces and he sat studying her.

And it was during this time that he realised something. He might not know what the rules about beauty were anymore, or what people did and didn't like, but he was certain now that Grace was beautiful.

Because if nothing else, she was beautiful to him.