Author's Note: New What-If scenario. This takes place in an alternate Chapter 11 (Agent 13). I had a specific idea for Phoenix's interaction with Zemo but the man had other plans. So he took the lead and I had no choice but let him. The only thing he let me keep was the setting.


What if: Phoenix was at Sharon's party?

Phoenix didn't know what possessed her to stick around at the party Sharon was throwing for her clients. The amount of energy in the room was wreaking havoc on her senses and she was wishing her hearing wasn't so sensitive. But she had made her choice and she couldn't find the guts to retreat somewhere. So there she was, pinned in a corner of the room watching everyone else and doing her best to go unnoticed. Bucky, Sam, and Zemo were scattered around the room doing Weaver-knows-what but Phoenix wasn't going to depend on them to get her out of this. She was an adult mare, not a filly in need of babysitting. Besides, she made use of this situation to continue her study of humans in social settings like this. Living in the Wilds and avoiding humans as a matter of principle meant she wasn't too knowledgeable. There was only so much her pair-bond, who dealt with humans on a more frequent basis, could teach her. It was best to study humans in their own habitat in order to learn about them.

Phoenix knew enough to pass as human herself but some of her more subtle mannerisms made her stick out to anyone with a good observational eye. Zemo suspected she wasn't what she appeared to be but she hadn't given him any means to discover the truth about her. Hell, when they first came to Madripoor and they were trying to figure out how Phoenix could follow them to Lowtown, Zemo went counter to Bucky's expectation. The White Wolf warned the Baron that he wasn't going to tolerate any suggestion that Phoenix pose as Zemo's escort (whatever that meant). Zemo, however, agreed with her companions the city was no place for her because she was, in his words, exotic. Her hair was her standout feature, followed by her violet eyes. Thanks to her corrupted humanshifting ability, her hair was striped in the colors of her true self's back scales. But even if it wasn't corrupted and her hair was silver instead to reflect her fur coat, she'd still look out of place. In the end, Phoenix made use of the Road to follow at a distance, known to her friends but not Zemo.

Her train of thought was interrupted when she found herself being approached by a pair of men. Her entire posture shifted to a standoffish one, indicating she was on to their intentions. Despite being woefully ignorant of humans in general, Phoenix was well aware of posturing males doing what they could to take a girl home. The men coming her way were on the young side. Phoenix wagered a guess she was probably old enough to be their great-grandmother but the thing with humanshifters is that their human appearances didn't reflect their true ages. She herself actually looked younger than Bucky despite being almost a half-century older than him. While he was physically in his prime, she appeared to be in her mid-to-late twenties.

The men weren't taking the unspoken hint she didn't want to be approached and they each took a place to her left and right. "You guys really don't know how to read a girl's body language, do you?" Phoenix asked dryly. "We've been wondering why you're just standing here against the wall and not moving your hot bod out there on the dance floor," one guy said. The shifter let her aura chill the air around her as a subconscious attempt to get them to leave her be. She was regretting her decision even more now. "I'm not one for dancing. I'm just here because a couple of my friends are here. Step off. I'm not interested," she responded. The men exchanged a look. "You think you're better than us? We not good enough for you?" the other one snipped. Phoenix could tell it wasn't going to take much for these two troublemakers to escalate. She tried to brush past them but the first guy grabbed her wrist and jerked her back to face them.

Phoenix, startled a bit, let some fear slip into her expression before her icy exterior reasserted itself. "We weren't done with you," the guy said. The shifter's mind was racing through ways of getting out of this mess without revealing her true nature. Her strength would be considered superhuman if she wasn't, in reality, a large animal. It didn't scale with her when transformed. Phoenix really didn't want to resort to violence because Bucky and Sam could get hurt if things got out of hand. She would easily out herself as nonhuman that way and that's what she was trying to avoid. Unfortunately, it was getting harder to keep control the longer her wrist was in the man's hand. Her aversion to contact was starting to make her instincts go haywire. "Let go," she snapped. "Look at this chick. Acting tough when she's outnumbered," the other guy said. "Hey, maybe we should take her somewhere and soften her up a bit," the first one responded.

Blood running cold, Phoenix almost lost it on them before help came in the unexpected form of Helmut Zemo. "Is there a problem?" he asked, coolly. "Mind your own business. The girl's ours," the one holding Phoenix's wrist captive snapped at him. Zemo gave him a dry look before looking at the shifter. She actually looked relieved to see him, a pleasant surprise he hoped to make use of in the future somehow. "I don't think I will. The lady clearly wants nothing to do with you. You should be thanking me anyway," he responded coolly. "Why's that?" the one snarked. "Because I'm the only thing keeping her from breaking your heads open. I wouldn't judge this particular book by its cover," he said. The men looked from him to Phoenix who was clearly showing signs of growing anger and the three of them could feel the temperature dropping. "Fine," the one holding her wrist said. He flung Phoenix into Zemo, who caught her, and the two skulked off.

Phoenix wasted no time in pushing Zemo away, heart racing. "Getting into trouble, princess? James should really be here keeping an eye on you," the Baron said, drolly. "Can it, Zemo. I didn't need your help," she snapped, still agitated. Crossing his arms, the Sokovian gave her a dry look. "Clearly you did. You weren't even trying to get that man off," he snarked. "Believe me, I was about to," she snarked back. Her knees suddenly buckled as her adrenaline levels crashed. Zemo reached out and took hold of her elbows to keep her upright, helping her to lean against the wall before letting go. "Seems you were more afraid than you realized," he observed. Phoenix shook her head, thinking about how she just landed in Zemo's debt. The man in question crossed his arms and stood off to the side.

"You don't do well in social settings, do you, princess?" the Baron mused. "Not like this, no," the shifter responded. "Then why are you down here? I'm sure if you asked, Ms. Carter could've put you somewhere and you wouldn't find yourself attracting unwanted attention," Zemo said. Phoenix gave him a look before her eyes slid over to where she spotted Bucky drifting through the crowd, keeping an eye on things. Zemo followed her gaze and understanding dawned. "You're keeping an eye on him. Not the other way around," he said. The shifter met the Baron's gaze again. Zemo smirked before moving to block her view of Bucky. "We've been in each other's company for several days now but you're as much of an enigma now as you were when we first met in my cell. Why do you follow James? What drives you to stay at his side?" he mused.

Phoenix dropped her eyes, scowling a bit. A hand on her chin made her look back at him. "Contrary to what you may believe, I do intend on letting you keep whatever secrets you have for now but I want to understand what makes James so special to you," Zemo said. Phoenix swallowed a bit before taking a slow breath. She let him take her by the elbow and they moved off to a balcony outside. The shifter looked out over the city while Zemo leaned his back to the railing, keeping an eye on the party to make sure they stayed alone. "First off, why are you so curious, Zemo?" Phoenix spoke up. The man gave her a sidelong look but she was resolutely keeping her eyes forward. "Because knowing someone's driving motivation is the best way to understand the person. You insisted in the prison that there's nothing between you and James beyond what you present. An innocent friendship and nothing more. But this isn't convincing to me," he explained.

She met his eyes then, confusion apparent. "Friends will do anything for each other but you seem to be driven by something more. If not love, then what? What has James done that left enough of an impression on you that you would follow him into the den of wolves known as Madripoor? Everyone here walks around like they own the place but you give off this air of innocence. Being as beautiful as you are combined with that innocence and your apparent youth, you attract the wrong people as you've seen just now. I shouldn't have to say what it was those men wanted you for," he said. Phoenix's burning humiliation led her to punch him in the arm and she didn't bother to dial back her strength. The Baron grunted hard from the hit and rubbed his arm, scowling a bit at her. "Do you get a kick out of humiliating me?" the shifter snapped at him, facing him head-on with a look to melt steel.

Zemo's unreadable expression was his only response but his eyes were calculating. She could tell. "My apologies, princess. Perhaps I pushed too hard. But let's be clear that I will get the answers I'm looking for. I don't want to say you owe me for interceding on your behalf earlier but if it comes down to it, I will. You don't seem the sort of woman who wants debts hanging over her head and I'm giving you the chance to voluntarily offer the information I'm after. And if we're going to work together to stop the Flag-Smashers, I can't be left in the dark on everything about you. The least you can do is tell me why you're so invested in a man like James. The amount of blood on his hands makes him unworthy of someone of your standing," he said. Phoenix mulled over his words a bit. His heavy-handedness aside, Zemo did have a point. She knew more about him than he knew about her and while her trust in him was shaky at best, he had no real reason to trust her in kind.

Taking a deep breath and sighing, Phoenix turned to look back out over the city. Her companion waited patiently. "When you put it that way….you make some fair points. Fine, you win. Ask me what you want to know but I'm reserving the right to withhold information that could compromise my place here," she sighed. "Fair enough. So, let's start with my initial question. Why are you this invested in James? What has he done for you that commands this kind of loyalty?" Zemo responded. Phoenix mulled over the question, wondering just how much she could reveal without compromising herself. "Actually...it wasn't what he did for me. It's what I failed to do," she said. At the Baron's questioning look, she mirrored his posture on the railing. "You're already aware that I'm much older than I appear. I found Bucky many years ago. But something happened and I chose not to intervene. We met several more times over the years but our third encounter is what led me to follow him whenever we're together. I'm trying to make up for my mistakes," she explained.

Zemo mulled over it a bit. "I see. You feel you owe him for whatever happened," he stated. "Yes. I didn't protect him back then and I really should have. I know that I'm not at fault for anything. I had to choose between protecting him and protecting myself. I had no idea what was coming for Bucky in the future. I thought...I thought he had a better chance with other people than with me. I wasn't equipped to help him in the way he needed. It doesn't help the guilt much but that's something I have to work through," she concluded. A hum met her words. Phoenix turned her back on the party, gripping the railing as she thought back to the aftermath of the Snap. The Baron sensed the shift in her demeanor and he looked at her with equal parts confusion and concern.

"As bad as my failure to protect him back then was...it doesn't compare to losing him to the Snap. It's been five years since then but I still have nightmares of watching him turn to dust in front of me. I was barely able to cope with that," she said. Zemo remained quiet. The Snap had been a world of trauma to those left behind. He wasn't so high on himself that he didn't relate. Crossing his arms, the Baron took a deep breath. "I didn't lose anyone to the Snap. But I did lose everyone I ever loved in 2015. You should be grateful you got him back," he said. His words would've sounded harsh if he hadn't sounded more resigned than anything. Phoenix looked up at him and he eventually returned the look.

"What has James told you of my history?" he asked. Phoenix searched his eyes for a moment before replying. "Everything," she responded. She dropped her eyes before impulsively setting her hand on his arm and giving it a small squeeze. "You're right, of course. I should be grateful that I did get him back. But your family? I don't have the words," she said. Zemo set his hand on hers but didn't meet her gaze when she looked at him in slight surprise. "I owe you an apology, princess. It wasn't my intention to insinuate that your loss was less than mine. You got James back but that doesn't undo the trauma at all," he said. Phoenix gave a shaky chuckle before brushing some hair away. "We're both pretty messed up, aren't we? And to think I was ready to put you in a world of hurt for what you did. That being said, don't think this means I trust you or that I forgive you for using Bucky as a tool," she mused.

Zemo gave an amused smile before patting her hand and dropping his. Phoenix sighed, looking out over the city again. "Anything else you want to know?" she asked. Her companion crossed his arms. "Your motivation to protect James is admirable. It's how you face these...uncomfortable situations. I can respect that. Loyalty like that is rare. I think I'm satisfied for now but I may have more questions later," he responded. Zemo took hold of her arm and she looked at him. "Do me a favor, princess. Remain loyal to James but don't make him the center of your world. A day may come where he will let you down," he said before leaving her standing on the balcony. He crossed paths with Bucky and the men paused. "Where's Phoenix?" the White Wolf asked. Zemo looked behind him and Bucky followed his gaze. The woman in question was gazing out over the city again. "I had to get her out of a sticky situation with a pair of men who had...plans for her. She's fine. I was able to intervene before things got out of hand but I suggest you keep a closer eye on her," the Baron responded. He caught Bucky's arm as he made to go to her. "James," he said.

Bucky looked at him. "Phoenix told me why she's loyal to you. For her sake, I hope it is not misplaced. While I have no right to talk because innocents were hurt in my vendetta, hers is an innocence that reminds me of my son so I'm feeling this compulsion to preserve it," Zemo said before heading off into the crowd. Bucky watched him go, wondering what that was about. Making his way through the crowd, he joined Phoenix on the balcony. "You okay?" he asked. She looked at him and smiled a little, setting a hand on his face. She didn't respond but the look in her eyes was enough for Bucky to know she was having flashbacks to one thing or another. He gently took her arm and indicated to her to sit down. Phoenix sat down against the balcony wall and let Bucky wrap an arm around her shoulders. "Did Zemo do something? I'll kick his ass if he did," the man said. "We just talked after he got a couple of humans off my case. It was a good talk but nothing was said that the two of us haven't discussed already," she assured him. "If you're sure…," Bucky trailed off. "I have no reason to lie, Bucky. It's not in my nature. I hide a lot but that's not the same thing," Phoenix responded.

"Fair enough. Just keep me in the loop if he does something. And if you were being harassed, you should've come and found me," Bucky said. "I tried removing myself but one of the humans had a hold of my wrist. It came down to a choice between outing myself as nonhuman or letting things go as they were. If I went with the former, things could've gone wrong. I had you and Sam to consider. I didn't want you getting hurt if I caused a panic. Sure, this world has seen some incredible things but these people were removed from most of it. Things just weren't in my favor and I'm grateful that Zemo intervened," Phoenix countered. The White Wolf knew she was right. He felt guilty that his inhuman friend was put in a bind and he hadn't been there to get her out. Bucky pulled her closer and kissed her temple. "I'm sorry," he said. "Don't be. Neither of us could've foreseen the situation I was in. It was a possibility but that's all it was. Besides, I lived a mostly solitary life before I met my pair-bond. I can handle myself. Just not this time," she assured him.

He stood up and helped her to her feet. "Let's find Sharon and see about putting you somewhere. I can tell this environment is starting to overwhelm you," he said. Phoenix nodded and let Bucky hold her to his side. It was equal parts to support her and to keep other men from approaching her. Bucky could pull off an intimidating face, thanks to his many decades as the Winter Soldier, so most people would avoid him. Phoenix locked her arms securely around his waist as an added measure against anyone deciding to take a chance to separate them. Her vision was starting to blank out as the noise started affecting her beyond her tolerance threshold. Bucky led her to where Sharon was talking to a client. She finished with the client in the next two minutes and turned to her guests.

"Phoenix is starting to crash," Bucky explained. Sharon saw that the woman under his arm was starting to look stressed and nodded. "Follow me," she said, leading them out of the room into the private areas of the house. "Here. This is the best I can do. I can't leave my clients for too long," she said, opening a door. "Thank you. I'll see how Phoenix does and I'll be back," Bucky said as he helped his friend into the room. "Take your time. The party's probably got another hour or so," Sharon said before heading back. Bucky helped Phoenix sit down against the bed in the room. She leaned her head back and took a deep breath. She flinched and placed a couple of fingers to her temples.

"You okay?" Bucky asked, concerned. "I just need sleep. I'll be fine," Phoenix responded, her eyes closing. The White Wolf caught her as she fell unconscious. Holding her carefully, Bucky brushed some hair back and noticed a faint light emanating from her forehead. A ghostly image of her horns formed and glowed in a fade pattern. The image eventually faded from view but Phoenix remained dead to the world. Bucky shifted her around until he was able to pick her up. He set her on the bed and brushed some hair aside. Her expression reflected stress and pain but it was starting to soften into peace.

On impulse, Bucky leaned down and placed a kiss on her forehead. He exited the room and noticed a pair of guys at the end of the hallway, watching him. Something told him they were the ones who harassed the chimera earlier. The White Wolf kept eye contact with them as he closed the door and planted himself in front of it, crossing his arms. The message was plain: they weren't going to get past him. Zemo and Sam appeared behind them, causing them to jump a bit. Deciding their chances weren't good, the two skulked off. The remaining men just exchanged a nod before splitting to do their own thing, Bucky opting to remain in front of the door.