Holy shit, I really wasn't expecting such a good response to this story but I thank every single one of you who Favorited or followed! It absolutely made my day seeing those emails! I wasn't going to upload until next week but I decided what the hell XD You guys certainly deserved it. I hope you all enjoy it and I will see ya'll at the end of the tunnel!

May 1st, 2012

11:42 AM

Location: New York City, NY.

"I swear, Fitz, if you tell me how to properly measure the damn vanilla extract, I will kill you with this measuring spoon." Spencer scowled at the Scottish-born S.H.I.E.L.D Agent. His darker blue eyes met Spencer's and the older boy Genius gave her a nervous smile, obviously not taking her threat seriously.

His counterpart—best friend—Jemma Simmons giggled lightly not taking Spencer's to heart, "Relax, Spencer, he just wants to make sure the cupcakes don't have a lot of vanilla flavoring." Simmons explained in her usually happy voice. Her light brown hair was pulled up in its usual pony tail and her hazel eyes were gleaming brightly at both Spencer and Fitz. Spencer rolled her eyes at the dynamic due.

"It's vanilla cupcakes," Spencer sarcastically answered back taking the metal measuring cup and adding more then half an ounce of Vanilla Extract and dumping it into the mixing bowl much to Fitz groans of protest, "It's suppose to taste like, oh, I don't know, vanilla!" Spencer smirked at the annoyed Fitz and a smiling Simmons.

Fitz glared at her, "Yes, but if you put too much extract it'll taste like a damn diabetes cupcake!" Fitz threw his hands up but Spencer rolled her eyes waving his off.

Spencer had been at this damn bakery for almost an entire year. She was sure she knew how to make the cupcakes here with her damn eyes closed. Fitz and Simmons were here running an errand at S.H.I.E.L.D HQ in New York. It was one of the rare times that the geniuses were actually out of that damn nerd place called the Academy or whatnot. For whatever odd reason, the both of them decided to visit S.H.I.E.L.D's little bakery where they sent Agent's on recovery to work and live as civilians.

Spencer resisted the urge to shudder. When she was first rescued from a H.Y.D.R.A testing facility last year, Dr. Fury had sentenced her to recover by living peacefully as a stupid civilian and add insult to injury as a fucking baker. Spencer felt her left eye twitch and a hum of electricity cackle between her fingers. As humiliating as it had been, Spencer did enjoy living as a civilian but it had been a year and she was desperate to get back out on the field. She wanted to go on missions where she knew she'd be useful not fighting with some weapons genius on how much vanilla extract to add to a stupid cupcake mix.

Seeing the dark look in her eyes, Simmons hastily laughed and patted Fitz shoulder, "Come on, Fitz. Spencer's been here for a lot longer then you. She would know better." Simmons batted her eyelashes at Fitz, without even realizing it, and Fitz seemed to melt at her puppy dog gaze. Spencer couldn't help but to roll her eyes seeing how clear their attraction was. It definitely wasn't just a best friend's one, either.

"Fine," Fitz sniffed, "I'll give way but only if you give me a red velvet cupcake."

Spencer chuckled lightly with a small shake of her head, "Fine, it seems fair even though I'd give you a million just to shut you up." Spencer's eyes danced with amusement meaning no real harm and Fitz cracked a smile at her. Her sense of humor, often not, would wound her fellow Agents since her humor was a bit blunt. Spencer blamed it on being raised by Dr, Fury, Melinda May, Victoria Hand, and John Garrett then babysat by Natasha Romanoff later on. Spencer was glad that Fitz understood and didn't take her sarcastic humor to heart.

Fitz waltzed off with Simmons leaving Spencer to finish the cupcake mix. Despite the smallness of the bakery, it was quite popular. The agents she's grown familiar with were bustling all around her, and she could hear the chatter from outside of the kitchen. Spencer sought comfort in these sounds. When she first started working here…it often warded off the bad thoughts that would consume her. Hearing such liveliness made her smile and appreciate it more because it was better then hearing the screams that used to plague her in her worst nightmares.

"You almost finish with that?" Spencer glanced up and smiled briefly at her close friend, Agent Black. His gray eyes shimmered with amusement. He probably saw Fitz-Coulson mini battle.

"Yeah, it's about ready to be mixed. You almost done with the éclairs?" Spencer questioned wiping her hands on her apron.

Agent Black nodded, "Just a few more minutes then we can set them in the fridge, fill them up with the cream, and send them on their way. You going to leave early today? I heard Dir. Fury was in town." The man lifted the heavy mixing bowl with ease and settled it into its place before closing the safety case and pressing start on the mixing machine. Spencer's heart thudded a bit loudly at the mention of her Godfather.

"Really? He is?" Spencer questioned with barely concealed excitement.

Agent Black laughed at her excitement, "Yes, the cashiers in the front were gossiping about it. Someone saw him going into the H.Q building a few hours ago. I thought he would've—"

The sound of Spencer's phone ringing cut the Agent off mid-sentence. Immediately Spencer gave an apologetic smile as she reached into her back pocket and pulled her sleek black phone out. Speak of the devil and he shall appear, Spencer thought. Agent Black smirked, "I take that back." He says giving Spencer a charming smile before nodding her off, "I'll keep an eye on your cupcake mix while you talk to the Director."

Spencer smiled gratefully at him, "Thanks, Jesse. I'll be right back!" She moved swiftly out towards the back alley before answering the call, "I was wondering when you were going to call me, old man."

Her godfather made a sound of annoyance at the mention of his nickname, "You know I hate when you fucking call me that, Spence." His voice was full of faux anger and Spencer couldn't keep the grin off of her face even if there was a gun to her head. It was great hearing his voice. Fury was often busy doing whatever Directors of top notch secret organizations do. The last time he had called was a couple of weeks ago. Spencer briefly wondered why Nick was in New York then realized it probably had something to do with Steve Rogers waking up recently.

Spencer could definitely see her father fangirling over his favorite superhero. She wouldn't be surprised if her dad was over there with the Steve Rogers to monitor him.

"Well," She clicked her tongue, "You don't like it when I call you Nick or Dir. Fury or Director or Godfather, so, what the fuck am I supposed to call you?" She sassed leaning against the graffiti wall and gazing up and down the alleyway that was surprisingly void of any people. It reeked of garbage and cigarette smoke.

Fury managed a chuckle, "I think you can make something better then old man, do I look that old?"

Spencer reframed from laughing, "It's the eye-patch, dude."

She heard him mutter lowly, "I know, everyone tells me."

"So, what's up? To what do I owe this pleasure?" Spencer couldn't hide her excitement. She had hoped this would be the call that would end her time as a civilian and back to an Agent. She wanted to do missions again, see the world, and be with Clint and Natasha. She missed seeing them. They barely visited her since they were so busy and spoke to her through phone calls but even then, those were just a few minutes long.

There was a brief silence on the other end before Spencer heard Fury exhale, "Barton's been compromised."

It took a moment for the words to register into her mind before her heart stopped beating for a second too long and her stomach dropped, "What?"

"We can talk about that later. I'm at your apartment. Come quickly and I'll explain everything to you." Spencer noted the severity of Fury's voice and knew something was terribly and horribly wrong. She swallowed thickly.

"I'll be there in ten." She said quietly before hanging up and hastily making her way back into the bakery. She spared no one any glance as she moved towards her locker, grabbed her things, and out the door. She heard someone call her name but her mind was racing with too much for her to hear the world around her. She was worried. What happened? Was Barton hurt? Was he brainwashed? Why was he compromised?

Was it H.Y.D.R.A?

She paled as she reached her motorcycle that was parked across the street. She shook the thought away as she hopped on her bike, put her helmet on, turned the engine, and sped down the street not caring if she was violating the speed limit. All she could think about was Barton—No, Clint. The man she loved dearly. The man who had taken her into his own home and raised her. She thought of Laura, Cooper, and Lila; especially Laura, one of her mother figures growing up, and wondered if Laura knew if Barton was compromised.

Did Natasha know?

Oh, god. Spencer felt sick. She couldn't believe this. Clint was one of the sharpest people in her world. How did this happen? What was going to happen to him? Would Fury sent Nat and her to go rescue him? Bring him back? Was he able to save?

Spencer arrived a lot faster then she said but spared no time. She quickly moved from her parking spot, punching in the code for her apartment, and raced up five flights of stairs not bothering to greet Kayla, the woman at the desk and a S.H.I.E.L.D Agent, or bothering to take the elevator. Once she made it to the fifth floor, she rushed down the hallway without breaking a sweat and placed her thumb on the scanner in front of her door and it opened. She shoved it to the side roughly glancing around the room until they landed on her godfather's figure and her father's.

Both men were lounging on the couch speaking in low tones when she had come in. Her husky-wolf companion at her father's feet but hurried over to her the moment she closed the door. She ran her fingers over the creature's ears in greeting, cooing at him, before turning to her father and godfather with worry.

"Where is he? What happened?" Spencer rushed out as she walked over to them.

Her father got up to embrace her into a tight hug. She felt the worry momentarily wash away as she hugged her dad back with just as much emotion. She had missed him. It had been a week or two since she last saw him.

"Relax," Her father looked at her worriedly, "He's fine, as far as we know." He assured her as they both sat down on the couch.

"What happened? I won't ask again." Spencer remarked feeling her nerves and patience dying. She felt her body humming with the electrical currents she knew was in her body.

Fury breathed with agitation, "Do you know of the P.E.G.A.S.U.S Project Dr. Selvig was working on?" Fury knew damn well she did. Most of the time, her godfather, father, or anyone else who had raised her found it useful to tell her everything despite her clearance level only being 8.

Spencer frowned but nodded, "Yeah, he was studying the Tesseract, right? What happened? Did it blow up or something?"

Fury paused but then sighed again, "Last night, Selvig reported that the Tesseract was misbehaving and giving off high energy levels which called for a full evacuation. When we got there the Tesseract suddenly opened up a portal," Spencer was getting rather impatient. She just wanted to know what the hell happened to her beloved Clint, "Remember Thor's brother?"

She nodded muttering, "Loki?"

Fury nodded, "He somehow compromised Barton with this spear, he also turned Selvig into his own personal flying monkeys. I tried stalling because the whole place was about to cave in but they caught on and escaped."

Spencer's mind flashed towards another face, "Is Maria okay? She was with you, right?" Maria Hill was always with Fury and or her father.

Her father placed a hand over hers, "Yes, she made it out but just barely. She was chasing Barton, Selvig, and Loki before the tunnels collapsed over her car but she managed to come out with minimal injuries." Spencer felt a short burst of relief before turning to Fury with a grim expression on her face.

"So, we're at war?"

Fury looked amused for a spilt second before nodding, "Yes, we are. We're attempting to locate Loki and the Tesseract but nothing is coming up. I've decided it was time to assemble the team we've been looking at." Fury's words surprised Spencer. He had told her that the Avengers Initiate Project had been a bust and now, he was telling her that the team they picked out was going to be brought together? She didn't even know if that was going to be possible. Especially with Stark being thrown into the mix.

"So, where's Nat?" Spencer questioned.

"Getting the big guy." Her father smirked lightly.

The young girl cringed, "You know how Stark feels about her."

Fury snorted, "Not that big guy."

Spencer's eyes widen, "Whoa, you sent her to go get the hulk?" Spencer gasped with evident worry. It wasn't that she didn't trust Dr. Banner…it was just that she didn't trust his counter part at all.

"She was our best option to get him aboard our program. We need him to locate the Tesseract as quickly as possible." Fury answered calmly not sharing Spencer's worry.

"So, why are you both here? I'm sure you could've told me all of this over the phone," Spencer's eyebrows were pulled down, "As much as I missed you guys, I don't think this is a normal visit."

Fury smirked and her father laughter lightly, "She's sharp, huh?" Her father boasted proudly making Spencer blush.

"She better damn well be, we raised her." Fury said but Spencer could see the pride in his dark eye. It made her blush even more but the pride that swelled in her chest made her feel extremely happy. "But you are right, we aren't just here to visit," Fury got up with a thoughtful expression on his face, "Your father and I have discussed this a lot…with everything that happened last year we're both a bit reluctant to be doing this…but you're a massive asset to S.H.I.E.L.D. One of our best and at such a young age," Fury began to pace and Spencer sparred a glance towards her father who was watching Fury with a serious expression, But you'll be a bigger asset to the Avengers team if you were to join."

Spencer's eyes widened in complete shock and she felt her jaw drop open before she began to sputter, "Y-Y-Y-You want me? ME? To be apart of the Avengers?" Spencer all but shrieked with shock. A big part of her felt so proud and happy and honored. To hear her godfather say these words to her…made her want to cry in joy but she couldn't helped but to be shocked. She honestly thought the both of them would've kept her out of the fight and somewhere safe.

"With your record, your training, and your powers you will be an amazing asset to this team, Spencer. I know…I know I don't say this often but you've made us very proud. We, obviously, worry for your safety but…with everything that is going to happen soon…and the world being in danger…we both thought it was a good reason to put you back out on the field and keep an eye out for you." Fury explained sitting back down and even gracing Spencer with a rare, fond smile.

She beamed brightly at both men, "This is…this is definitely not what I was expecting but I'll take it. I'll make you so proud! I'll do everything I can…even though I'm not sure what I'm going to do or what is going to happen but I'll make sure our world stays safe and I know the others will too, we just need to give them a push in the right direction." Spencer rushed out with a giddy grin. She was back in business but this time, as an avenger!

But it wouldn't be easy…whatever was coming…Spencer needed to be prepared. All of her training, all of her hard work, all of her struggles would come down to this. She was going to save the world, she was going to bring back Clint, and she was going to kick Loki's Asgardian butt for threatening her world and her friend.

"Now, I'm on my way to go get the Captain," Spencer shot a smirk towards her father who gave her a smirk in return, "You will accompany your father to Start Tower later in the afternoon and convince him to join our cause; shouldn't be too hard. Stark can't resist. He's far too nosey for his own good." Fury muttered the last part with obvious dislike.

Spencer chuckled along side her father, "He just needs to be baited in." Spencer shrugged.

Fury snorted, "Motherfucker is cocky and not a team player but hopefully, we can move past that and get shit done." Fury stated.

"What about Thor? What's the status on him?" Spencer couldn't help but to ask.

"We don't know," Her father answered, "He's worlds away and we can't rely on him to fight our battles. If he shows then it'll give us an advantage but if not, we're on our own on this one."

Spencer nodded in understanding but hoped that the Asgardian God would come to their aid. She hadn't met the God, she had been imprisoned by H.Y.D.R.A at the time, but she wanted to meet him. Her father spoke fondly of the Asgardian whenever she asked about him.

"So, then, we have our orders? Where are meeting at?"

"At the hellicarrier tomorrow at 0700 hours." Fury spoke, "Your father will be leaving after you drop off the file at Stark Towers, Head back here, prepare yourself, and be outside an hour before and we'll have someone pick you up and take you to the airport." Fury instructed.

Spencer nodded before smirking, "What about Cooper?" Spencer asked running her fingers through the soft, golden-white fur of her companion.

Fury gave her a dry look, "That demented mutt stays here. I won't have it running around my hellicarrier pissing over everything."

Spencer pouted as her father laughed, "Come on, old man, he's potty trained now!"

Fury scoffed in disbelief, "I don't give a damn. He is not setting a paw onto my hellicarrier!"

Spencer laughed shaking her head. Things were definitely about to get interesting. Spencer could only hope that things wouldn't be as bad as she thought but when you're bringing together a wayward team with different personalities…who knew just how bad things would get. She just prayed to whatever God was out there…that he or she would keep Barton safe and out of harms way until they brought him back.

Spencer suddenly perked up deciding to kill the grim mood, "How about we play Jenga?"

"Hell no!" Fury snapped.

"Yes! Let's play so I can finally redeem myself!" Her father blurted out.

All right, how was that? I think I did well. I didn't want to come out and say Spence had abilities from being experimented on by H.Y.D.R.A but I gave little hints as to what it was. As we get further into the story I'll give some brief flashbacks of Spencer's time in H.Y.D.R.a and stuff. And also, I fixed a mistake in the first chapter about the people who were going to help Fury and Phil raised Spencer. I forgot that Nat and Maria are only in their early thirties during Avengers therefore it would've made them, like, ten or something around the time that Spencer was born.

Wait, a small also, as you can imagine and saw from the beginning of the chapter that I inserted two characters from Agents of S.H.I.E.L.D. If you haven't watched it, please do so because it's so amazingly awesome! Phil is just, ugh, awesome. As you can probably figure out since Phil is the main character in the show that Spencer will make some brief pop-ups and I plan on bringing her in on a few missions.

Another also, can you guys imagine Fury babysitting baby Spencer while Phil's trying to make dinner? (Obviously something not hot dogs) I laugh so hard at the mental picture of an annoyed Fury watching a hyper three year old Spence whose running around giggling and Phil's screaming in the kitchen because he burnt the pasta XD

Question: Who would be the mother hen? Phil or Fury?