I was going to split this into two chapters but decided it against it. I didn't realize how fast Phil's scene was, so, be warned for the feels. I kinda don't like the way I Wrote that scene out...I might even re-write it...but let me know what you guys think. It's mainly dialogue the first couple of pages, so, be warned too.

I do not own anything but my OC's

Please, forgive me for any errors.

Also, I cried.

Enjoy!


"She is tiny, is she supposed to be this size, Son of Coul?" Spencer was in the briefing room with her father and Thor. It had been an hour or so since she left Banner, Stark, and Rogers in the lab. She had trained her angers out on training dummies and now, she was calm and collected again. Thor was gazing at Spencer with open curiosity. Spencer grinned cheekily as she idly munched on a green apple. She loved green apples.

She was briefly wondering where Nat was. Spencer hadn't seen the older assassin in a few hours. Her father laughed, "You think she's tiny now? Here, let me show you—" Phil began rapidly digging through his pockets to look for his phone.

Spencer, catching what he was trying to do—what he always did-quickly groaned, "Dad, is this really necessary?"

Thor gazed between father and daughter with confusion, "What is necessary?" He questioned with a furrowed brow.

"I have, ugh, some baby pictures of Spencer! Just—give—damn it, Spencer, how do you unlock this shit?" Phil pleadingly looked at his daughter as he waved his new, sleek mobile device in his hand.

Spencer sighed finishing her apple and threw it into the trash before jumping over the railing gracefully. "You need to get in tune with technology, you fart." Spencer smirked unlocking her father's phone—his password was her birthday.

Phil snatched his move away from Spencer and quickly showed Thor an array of baby pictures from when Spence was small. Thor's face had softened up considerably as he gazed at the pictures. There was a hint of distance in his eyes; as if lost in the memories from when he was younger. Spencer smiled trying her best not to blush.

"I was wrong," Thor looked at her with this strange, prideful look, "You were tiny as a baby. So small and fragile; I am surprise Son of Coul did not break you."

Coul scoffed, "I dropped her once."

"Dad!" Spencer cried out.

Thor merely laughed.

"It's true, ask Fury, right on your head." Phil nodded thoughtfully. He would never try to play pool and feed a baby ever again. He had learned his lesson—Victoria Hand and Agent May had made sure of that. He tried his best not to shudder at the memory.

An uneasy feeling squirmed in Spencer's stomach. She frowned as Thor and her father began to speak about Jane Foster, Thor's lover. Spencer had met the famous Jane Foster. Jane was a very passionate and polite woman unlike her assistant, Darcy. Darcy…Darcy was vulgar, loud, and blunt but Spencer liked Darcy, too. Spencer didn't have a lot of friends outside of S.H.I.E.L.D so, Jane and Darcy were a bit of a refresh from the usual, serious agents.

"They are repulsive, and they trample everything in their path." Thor had a thoughtful look on his strong face as he gazed out of the side of the ship. He looked deep in thought as if lamenting about what has happened and what may come. Spencer couldn't imagine how Thor was feeling. His adopted brother was causing such muck…and all Thor wanted was for Loki to gain his senses and come back home without causing harm to Earth.

"When I first came to Earth, Loki's rage followed me here and your people paid the price," Thor looked pained and guilty, "And now again," Spencer's heart reached out to the Asgardian Prince, "In my youth I courted war." Thor muttered to himself with a slight cringe.

"War hasn't started yet," Nick's voice broke through the solemn bubble, "You think you can make Loki tell us where the Tesseract is?" Nick questioned Thor seriously.

Thor shook his head and answered honestly, "I do not know. Loki's mind is far a field, it's not just power he craves, it's vengeance upon me," Even Thor looks troubled to be saying these words out loud, "There's no pain that would prize his need from him."

Nick chuckled dryly, "A lot of guys think that, until the pain stops."

Spencer frowned slightly not liking the way her Godfather had said that sentence. Thor caught this as well and gazed strongly at Nick, "What are you asking me to do?" There was a hard edge to his voice now.

Nick kept his face passive and collected, "I'm asking. What are you prepared to do?" There was a slight challenge in his voice.

Thor didn't quite like where this was going;" Loki is a prisoner."

Nick sighed rubbing his forehead, "Then why do I feel like he's the only person on this boat that wants to be here?" So, it hadn't only been Spencer and Steve that had felt uneasy with Loki being here. The others had felt it too. Even Thor since he didn't answer Fury's question. Spencer knew something was going to happen and when it did, she wasn't sure she'd be ready for it.

She was an assassin… she wasn't trained to fight Gods.

But damn sure she was going to try.

Spencer departed from the briefing room, lost in her thoughts. Her mind was foggy. She wasn't sure what she was supposed to think. Spencer had yet to see Nat anywhere. She was not going anywhere near the lab. She didn't particularly felt like hanging out in the briefing room until something happened. There was a lot of calmness on the ship…and Spencer did not like it one bit. Loki was playing at something but what? Was her Godfather hiding something? What did Steve think of this? What were Tony and Bruce doing now besides working on finding the Tesseract?

There was so many questions and doubt that lingered in her mind; it was stressful. They were supposed to be a team and yet, lines had already been drawn and sides were being taken. How would the Avengers be able to save the world when…they couldn't even stand being in the same room together?

Spencer rubbed her head in a stressful manner. She should take a nap. She loved naps. There obviously nothing better to do. No, if something happened…Spencer had to be ready but what was there to prepare for? Loki was in a prison cell that was impossible to break out of. Everything, for the moment, was supposed to be safe.

But it didn't feel that way.

There was an obvious wolf hiding as a sheep lurking in the flock. It was only a matter time before that wolf, Loki, struck. Spencer was on her way towards the training room when Nat's voice came over her earpiece.

"Loki means to unleash the Hulk. Keep Banner in the lab, I'm on my way. Send Thor as well." Spencer froze and felt her stomach twist once more, uneasily. Loki wanted to unleash the Hulk? Why wasn't Spencer surprised? She would begrudgingly praise Loki for his cunningness. Spencer pivoted around and made a dash towards the lab with renewed haste.

The wolf had struck.

When Spencer reached the lab, Fury was already in there with Bruce and Tony. All three men looked annoyed and agitated. Spencer strolled in right as she heard, "You're supposed to be locating the Tesseract." Nick's voice was hard and steely. Spencer's eyes darted to the computer screen that Tony and Bruce were standing in front of.

She couldn't see what they were looking at.

"We are. The model's locked and we're sweeping for the signature now." Bruce shrugged not looking affected by Nick's slow-building anger, "When we get a hit, we'll have the location within half a mile."

Tony, though, had to add his two-cents in, "And you'll get your cube, no muss, no fuss." Tony shrugs popping a few blueberries into his mouth before his monitor shows a red pop up screen that has Tony lighting up with interest, "What is Phase 2?" Tony smugly questioned Nick.

Spencer gazed at her Godfather in confusion before a loud bangs fills the room. Steve had dropped a HYDRA assault rifle on the table looking quite pissed off. Spencer gazes at the weapon with dread knowing what was next. "Phase 2 is SHIELD uses the cube to make weapons." Steve's face is pulled tightly into an angered expression before he turns to Tony, "Sorry, the computer was moving a little slow for me." Before his baby blue eyes focused on Nick.

Spencer hoped…that Steve wasn't right but they had proof…it was on Tony's screen. Spencer stared at her Godfather who turned around to explain to Steve, "Rogers, we fathered everything related to the Tesseract. This does not mean that we're—" Or at least tried to explain before Tony cut him off.

"I'm sorry, Nick," Tony moves the computer screen towards Fury, Spencer, and Steve. Spencer clenches her jaw tightly. On the monitor were plans of the weapons. No, Spencer thought desperately, this couldn't be happening. Nick told her everything! Spencer felt betrayed and angry. Why was he aiming to build weapons of mass destruction?

"What were you saying?" Tony mocked throwing a glance at Spencer.

Tony felt a bit uneasy seeing the look on the young assassin's face. Apparently, she hadn't known about this either. Tony was lucky he wasn't receiving the end of that bloody, dangerous look of betrayal that Spencer was sporting.

Steve growls lowly, "I was wrong, director. The world hasn't changed a bit."

It was at that moment, Thor and Nat walked into the lab. Nat's eyes were dangerously hard and icy and they were aimed right on Banner. Banner was looking at her quite pissed off as well. Bruce got up with this mockingly anger expression on his face.

"You wanna think about removing yourself from this environment, doctor?" Nat asked in a low, dangerous voice.

Bruce scoffed mockingly, "I was in Calcutta, I was pretty well removed." He snapped.

"Loki's manipulating you." Nat urged as her hard eyes darted towards Spencer who stood beside Steve and away from Fury. Fury was gazing at Spencer obviously feeling guilty and caught for hiding this from her. He knew she was angry with him but he had other things to worry about.

"And you've been doing what exactly?" Bruce snarled.

Nat stiffened and hissed, "You didn't come here because I bat my eyelashes at you." Nat stepped towards Bruce as he moved around towards the front of the desk that was holding the Scepter.

"Yes, and I'm not leaving because suddenly you get a little twitchy," Bruce dismissed her before turning the monitor for all to see, "I'd like to know why SHIELD is using the Tesseract to build weapons of mass destruction." His voice was hard and his eyes were glaring between a stiff Nat and Fury.

Spencer crossed her arms over her chest, "Or are you going to kept that to yourself as well?" Sneers the young assassin. She was so pissed at her Godfather…and she was pretty sure her father had been in on this as well which made the betrayal even worse. Spencer would've preferred a knife in the back then to this. To find out like this…Spencer was seconds away from going on a rampage.

What else had they been keeping from her?

Fury glanced at Spencer and didn't even bat an eyelash when he pointed at Thor, "Because of him."

Thor, who had been quiet with his arms over his huge chest, looked baffled and a bit offended, "Me?"

Spencer felt her anger building up. Thor? Thor had nothing to do with this! Why Fury honestly going to blame Thor when all Thor had been doing was helping them? Fury stepped forward while explaining, "Last year earth had a visitor from another planet who had a grudge match that leveled a small town," Thor's face flushed with anger and guilt, "We learned that not only are we not alone, but we are hopelessly, hilariously, outgunned." Bruce glanced at Thor in surprise.

Spencer glared heatedly at her Godfather.

Thor never wanted anything but peace!

Thor had voiced Spencer's thoughts, "My people want nothing but peace with your planet."

Fury sent him a dry look of impatience, "But you're not the only people out there, are you? And, you're not the only threat. The world's filling up with people who can't be matched, they can't be controlled." Fury urged harshly not sparring a glance at a fuming Spencer.

Steve scoffed, "Like you controlled the cube?" He mocked.

"You're work with the Tesseract is what drew Loki to it, and his allies. It is the signal to all the realms that the Earth is ready for a higher form of war." Thor snapped hoping that Fury would get the message on how grave the price was for having the Tesseract.

"Higher form?" Steve questioned with furrowed eyebrows.

Fury didn't bat an eyelash, "You forced our hand. We had to come up with something-"

Spencer growled angrily, "Nuclear deterrent? Cause that always calms everything down!"

Tony nodded in agreement, "Kid has a point, Fury."

Fury deadpanned Tony, "Remind me again how you made your fortune, Stark?" Fury looked like he was running out of patience and fast. It took a moment for Spencer to realize that everyone looked closed to running out of patience. Even Steve and Thor; who were both usually the calm ones, looked ready to pounce and start a fight.

Spencer felt her anger vanish instantly. Something was wrong. This felt all too…too planned out. The group begins to argue and getting closer to one another. Voices began to overlap, tensions were running high, egos were butting heads, and all Spencer could do was watch with confusion. Her mind was racing with possibilities' as to why this was happening. She had never seen Nat, Fury, Steve, or even Thor in such a way. The looks on their faces were savaged.

Tony and Steve were chest to chest looking ready to swing at each other.

Bruce had this crazed expression on his face.

Thor was mocking them.

Spencer had settled her attention on Loki's scepter, suddenly, and watched as the pointy stick began glowing very brightly almost as if…it was feeding on the negative energy in the room!

"Agent Romanoff, would you escort Dr. Banner back to his—" Fury was beginning to give an order before Bruce but him off furiously.

"Where? You rented my room!" Bruce snarled, his face twisting dangerously.

"The cell was just in case," Fury put his hands up trying to show Bruce no harm.

Bruce cut him off again, "In case you needed to kill me, but you can't! I know! I tried!" Bruce boomed and the room finally fell into silence. Spencer momentarily forgot about the scepter and looked at Bruce with her heart aching for him. So, had the others.

Even Fury looked a bit stunned at this revelation.

Bruce took a deep breath, knowing he had gotten the attention of the whole room, and continued, "I got low. I didn't see an end, so I put a bullet in my mouth," Spencer flinched at his blunt words, "And you know what? The other guy spit it out! So I moved on. I was focused on helping other people. I was good, until you dragged me back into this freak show and put everyone here at risk!" Bruce's voice had risen up considerably.

Bruce turned furiously to Nat, "You wanna know my secret, Agent Romanoff? You wanna know how I stay calm?" Bruce questioned in a dangerously calm voice that was just begging to end in chaos. Romanoff and Fury discreetly put their hands down on their guns while Spencer had an electric orb glowing in the palm of her hand.

Bruce had his hands on the scepter and didn't even realize it.

Steve was the one to speak up tentatively to the angered doctor, "Doctor Banner…put down the scepter."

Bruce looks down and is openly shocked to see the scepter in his hands but before anyone could say anything…the computer chimes and all attention turns towards it. "Got it." Tony perks up.

Banner puts the scepter away and walks over to the computer, "Sorry, kids. You don't get to see my little party trick after all." He mocked darkly and Spencer gave a light shudder. The orb that was in her hand was now gone. Steve moved towards her side as if to make sure she was okay until Tony starts going off on getting to the Tesseract faster.

"You're not going alone." Steve growls.

Tony glared at Cap and mocked, "You gonna stop me?" A challenge hidden in Iron Man's voice.

Steve's face turned ice dangerous, "Put on the suit, and let's find out."

"I'm not afraid to hit an old man." Tony childishly replied but there was dead seriousness in his voice.

"Can you two please just shut the fuck up already?" Spencer snarled getting fed up with their stupid bickering already, "We have bigger problems to worry about then which one of your dicks are bigger!" She threw her hands up angrily momentarily making the entire attention shift onto her. Steven and Tony inch away from her since small sparks of electricity were popping off of her small form.

The last thing Spencer heard was Bruce saying, "Oh my god." Before an explosion shook the entire ship; everyone had been thrown in some random direction. The floor beneath her gave way and Spencer would've fallen in with Bruce and Nat had Fury not grabbed her arm and pull her into safety.

"Hill?!" Fury spat into his earpiece as his eye ran over Spencer's form to check for any injuries.

Stark and Tony had run off to help the engine. Maria's calm but rushed voice came over the earpiece and Fury and Spencer rush to control the pandemonium that was breaking out. "Turn up the engine! Number 3 engine is down! Can we get a run in?" Maria was doing her utmost best to keep all the agents in the bridge room calm, "Talk to me."

Fury and Spencer were moving quickly through the crowds of people running around. Spencer's heart was racing. She could only pray and hope that everyone was okay and that they would get through this. She briefly prayed that her father was okay.

"Somebody's got to get inside and patch that engine or we won't be in the air for long!" Maria urgently told Nick.

Nick nodded before ordering, "Stark! You copy that?!"

Tony responded immediately, "I'm on it!"

"Coulson! Initiate official lock down in the detention section then get to the armory!" Nick ordered over the earpiece before turning to Spencer, "Go put on your suit and go to the armory with your father. I want you with him at all times, okay?" Fury had grabbed her shoulder, pausing their rushed walk, and made Spencer face him.

Spencer gazed at her Godfather intently unsure what to say because she was upset with him.

Fury saw this and sighed quietly, "Look, I can't explain to you why I kept this from you but you have to trust in me, Spence, I've never steered you wrong, have I?" Fury asked her in a soft voice she didn't know Fury could use during such an extreme situation.

Spence nodded silently, "Then please, trust me. The things I do I do it to protect not only this planet but you as well." Fury kissed her forehead before urging her to move, "Be safe and don't do anything stupid, Spencer."

Spencer turned to look at her Godfather. She was still upset with him…but she knew this wasn't the time to be having relationship problems or throwing tantrums, "You know I will." Spencer remarked cheekily before disappearing into the mass of agents.

Please, let everyone be alright! Spencer thought as she made a dash towards her room.

She didn't take long but it had felt as if she had taken her time. Minutes felt like days as she hurriedly put on her suit making sure she had all her gear and that he gear was working properly before she took off once more towards the armory. Her heart was racing as she called through the earpiece, "Fury, talk to me! What's happening?"

"Barton's inside. Bruce is missing. Tony and Steve are working on fixing the engine. Nat is missing. Thor as well." Nick wasted no time and Spencer felt her stomach drop and squirm intensely. In such a short few minutes and look what was happening? She could only hope that Nat was trying to find Barton. Spencer wanted to go find him as well but she had to reach her father first.

She quickly came in contact with two of the men dressed in black clothing going to shoot some of the researchers before Spencer took them down efficiently without using her weapons. She took their guns and tied them up before she barked orders at the gaping lab coats, "Don't just stand there like a sniveling child!"

They quickly scattered as agents began taking the two knocked out men away and Spencer continued haste to the armory and only to find her father gone. She quickly turns on her heel and sprints to the detention room. Her heart was racing at a rapid pace and she wasn't sure why. Something was going to happen. She could feel it and she was bloody determined to make sure nothing happened again. Loki blew apart her team, she was going to blow him into pieces.

"Dad, what's your twenty?" Spencer called ignoring how she spoke over Fury's commands.

"On my way to the cell paddock."

Suddenly, the ship gives out a loud groan as it sways to the side making Spencer stumble into the wall. She balances herself and continues going; practically running to the detention center. "It's Barton," Spencer's heart jolted, "He took out our systems. He's headed for the detention level. Does anybody copy?" Fury called roughly over the earpiece.

Spencer clenched her jaw tightly. Would she have to come face-to-face with the man who trained her? Would she have to take down the man who took her in as his own? Was Spencer even a match for the master bowman? Spencer's nerves were twitching before a cool and collected voice came over the intercom.

"This is Agent Romanoff. I copy." Spencer felt relieved to hear Nat's voice even if she did sound strange.

Spencer was reaching the detention door, shoving it open, and ran inside. Right as she passed under the doorframe….her whole world stopped. A large gasp emitted through the room, it wasn't from her, a weapon clattered loudly on the ground, and Thor gave out a mighty and pained roar, "NO!"

Spencer's body froze, her eyes widen, her heart stopping, and her mind blank. Her father stood a few feet away from her, eyes wide, open agape and with Loki Laufeyson standing behind him with his stupid scepter impaled into Phil Coulson's heart. Spencer watched completely frozen as her father sunk to the ground and slumped against the wall breathing weakly. His eyes glazing over towards Spencer's frozen form.

"S…Spencer." Her father called out.

Tears gathered in the corner of her eyes as both Loki and Thor took notice of her appearance. Something snapped in Spencer. Her eyes never moved from her father's fading form. Electricity gathered in her throat, sparked off her small, shaking body, as her hands were bathed in purple and blue light.

Then she released the most ear-shattering scream, combined with electricity, and throwing Loki back into the control panel; who accidentally hit the hatch's bed button dropping Thor drop towards his death. Spencer's scream was heard from all over the ship. Electricity from her scream went flying through every edge and corner of the ship not harming any but momentarily wiping all electricity from the ship causing the ship to float in the air before plunging downwards.

Spencer cries as she stumbles towards her father. His eyes drooping, body limp. His skin was growing cold and sweaty. "Daddy," She whimpered holding her father close to her shaking and zapping form.

"I'm so sorry, baby girl." Phil managed to choke out weakly.

"Don't leave me…please…." Spencer's heart was breaking. She couldn't fully grasp what was going on. Her father looked up at her with so much grief and sadness. Her mind was racing. "I'm sorry, dad! I'm sorry if I would've been a second earlier I could've saved you! I'm so sorry!" She sobbed as Phil coughed up blood.

"Don't…blame…yourself, Spencer….it's—" He coughed again and sputtered out blood. Spencer cried into his chest as his hand gripped hers in a dead-like grip. "My fault…I'm sorry…" Spencer sobbed into her father's form as she heard footsteps passing by her. Her red eyes dully looked up to Loki's retreating form.

Anger sparked through Spencer and before her father could stop her. She was on her feet, flinging electric knives at Loki's back. Loki, momentarily taken off guard, whirled barely missing two blades but one managed to slice his cheek. He was mildly surprised to see the small annoyance of a girl on her feet with rage covering her red and broken face.

Spencer could've sworn…she saw an extremely saw flicker of guilt flash through the Asgardian Prince's eyes, but she shook her head as she her rage consumed her. She screamed once again and lunged with deadly precision. Loki hurriedly dodged all the small girl's advances shocked by how fast and agile the disgusting Midgardian was. Rage forced her to move and grief motivated her but it was quickly turning south for Spencer as her moves became sloppy and her body grew heavy with sorrow.

Loki saw this and knocked the tiny girl onto her knees. A sob whimpered between her pale pink lips. Loki stared at the broken form of the Midgardian. He shouldn't have felt guilty for killing off some stupid Midgardian but seeing the pure pain on the girl's face reminded him so much of the pain he had felt when Odin told him of his true heritage. Loki's jaw clenched. She wasn't like any of the other Midgardian's…this one had powers. Powers that were full of raw power….Loki had seen that twice already.

Perhaps it would benefit him if he took this woman with him.

He could easily use her like he had done with Barton. Perhaps Loki would even keep the woman as his pet…Loki pondered this deeply as he walked around the sobbing woman. "I could take away you pain," Loki's voice slithered into her, "I could give you revenge for you see, this was not my doing, perhaps if Fury would've told you of his plans beforehand…this wouldn't have happened. Fury is the one you should be furious with. How could a mere mortal even compare to a God?" Loki's voice was coated in sugar as he tried coaxing the woman out of her grieving state.

Spencer dully look up into Loki's blue eyes. She said nothing even When Loki paused in front of her and kneeled down. His face was dangerously close. Spencer merely stared with tears falling from her eyes. Her chest felt too tight. Everything felt cold. She could hear her father weakly calling for her attention and trying to protest against Loki's words.

She wanted death. What was left for her on this earth? Her mother was gone and now, they were taking away her father? She was an orphan now…she would very soon have no parents. She would never feel her father's warmth…hear his laughter…hear him gloat about his stupid vintage trading cards. A broken sound came from her lips as Loki raised the tip of his scepter and pointed it directly over her heart.

Loki was eager to make this woman his toy.

But something happened.

Her eyes glowed brightly with the familiar Tesseract blue before a large zap echoed through the room. Loki's hand burned as the scepter fell onto the floor. Spencer's eyes were now a glowing purple…electricity flying off of her. Loki was stunned.

Spencer spoke in a disorientate voice, "You think those sweet words would alter my alliance?" Spencer hissed with small electrical tears streaming down her face.

Loki stumbled back.

Her voice rose, "Do you think that you're pathetic magic trick would work on me? Do you know what courses through my body?" Spencer roared as pulse waves began to emit from her in a steady rhythm, "Even Gods must fall, Loki, and I plan on making that happen!" She snarled with ferocity, "You are going to lose."

Loki clenched his jaw, scepter in hand, and mocked, "Am I?"

He tried his best to cover his nerves. The woman somehow resisted the energy of the Tesseract. Loki was cautious now. He couldn't underestimate this woman.

"It's in your nature." She hissed as they began to circle one another.

Both poised and ready for attack,

The newfound energy that coursed through Spencer was fueling her tired body. Her emotions were intensified. Loki laughed with mirth, "Your heroes are scattered, your floating fortress falls form the sky…where is my disadvantage?"

"Conviction." Spencer growled as both God and woman lunged at each other.

But right as Spencer ducked under Loki and they switched spots, there was a loud explosion. Loki flew through the wall into the control room, and behind where Loki once stood was her father clutching the Prototype weapon in his hands as he panted heavily.

"So that's what it does." He joked weakly as Spencer ran to him.

Spencer's throat was raw with emotion and all she could do was sob into his chest. She couldn't think properly. Her once bright future was now pitch black. Her world that was once beautiful and magical was now crumbling with darkness. What could she stand for without her father by her side? What good was she when she didn't have her daddy by her side? What could Spencer do with her meager life now that her daddy was…was…fading from reality?

All she could do was sob.

Phil held her as best as he could…he thought he had felt true pain when Lana died…but that pain could not compare to the pain he was feeling watching his daughter…his beautiful, bright, bubbly, and strong daughter fall apart in his arms. He had been foolish…he should've known he was no match for a Norse God…he hadn't been thinking…and now, he was paying the price…and the worst part was…that Spencer would be paying the price as well.

He broke his promise to Lana, now.

He broke his promise to himself.

He let Lana down.

But he also let his daughter down.

"I'm so, so sorry," Phil whispered as tears began to stream down his face, "I'm so sorry, Spencer." It was all he could think of saying to her…his throat was tight and he felt his time decreasing with every second that passed by.

He lifted Spencer's chin trying his best to ignore the way his heart clench tightly at the sight of her red, damp face. Her eyes were now full of grief and dullness as if she had already given up on the world….all because of him.

Phil struggled to say the words but forced himself to do it. It was selfish of him to even think of saying it even after what he was doing to his daughter but he had too…"I love you, Spencer."

It was then…that Phil Coulson died.

And Spencer's world had been completely destroyed.

A steady pulse wave continuously emitting from Spencer's body without her even caring or knowing; she continued to sob and whimper into her father's chest refusing to believe he was gone…refusing to let go. It was how Fury founded her.

"No…" Fury's voice cracked.

He had entered the detention center and his solid, hard heart shattered within a mere second. Phil was slumped against the wall, dead. Phase 2 Prototype beside him. Spencer's shaking form with sobs emitting from her body. A steady pulse wave of energy had been emitting from her.

Fury could only stand in shock.

His best friend was gone. His Goddaughter…broken. All because he had gambled a risky game. All because he had sent the both of them to handle and take down a God. What had he been thinking? Agents clustered behind him muttering and gasping in shock at the scene before them. Fury's throat tightened.

How would Spencer ever forgive him?

Fury shook his head and walked towards both father and daughter. "Spencer…" Her face, which was buried in Phil's chest, flinched, "Baby girl, look at me." Fury cooed kneeling beside her. He noticed her grip tighten on her father's body. Her expression was wide-eyed and twitchy…almost animal life.

Fury swallowed back the lump in his throat, "Spencer, please, look at me." He urged her reaching out to tentatively tilt her head towards him.

Despite his best attempt, he flinched at how broken and dull her eyes were now. So used to seeing her eyes bright with life and happiness…and now, there was only dulled grief and endless sorrow.

All because of him.

"I know…I know you don't want to…but you have to let him go." Spencer hadn't noticed…too emerged in her grief but her suit was ripped in places and she was bleeding heavily from a gash on her stomach. Fury definitely wondered if Loki had done that. Her grip was now gripping onto her father's body as if her life depended on it. An angered and horrified expression was itched on her face.

"You want me to what?" She snarled.

Fury quickly saw where this was going. He cursed himself for being too rash. He forgot how…how dangerous Spencer could be when she was angry and now combine that with her ability…speaking of, the pulse waves radiating from her had been harmless but now, that she was angry…they were causing numb sensations to flood Nick's body.

Before she could say anymore, Fury had quickly struck Spencer on the side of the head flinching at the sound of impact before Spencer slumped against the wall as well. The grip on Phil's now cold body…was still tight. The pulse waves were gone. Spencer's world was gone, Fury knew that, but it was up to him to rebuild that world. He would move heaven and earth now to bring back Phil and bring back the small girl he loved very dearly. He gently pried Spencer off Phil's body and brought her protectively into his chest. He watched grimly at her broken expression.

He placed his finger on his earpiece with a sigh, "Agent Coulson is down."

He gently lifted Spencer into his arms as the medic team arrived. One went o Phil's cold body while the other medic began checking Spencer's wounds. "Paramedics are on their way." An agent replied back.

"They're here." Fury's voice was numb and dull.

He looked up at the ceiling with grief striking his heart repeatedly, "I'm sorry." He uttered almost silently before looking down at his battered and bruised Goddaughter…and looking at his best friend's unmoving body. He would get Loki Laufeyson back for this, "Send Agent Coulson's body somewhere safe and secure. Preserve his body." Fury instructed roughly.

He would move heaven and earth to bring Phil back.

But first, he had to take care of Spencer because she was all he had now, and he would be damned if he let something happen to her.


So, please let me know what you think on Phil's death scene because I feel like I did a pretty shitty job. I never lost anyone, personally, so, I didn't really have a good grasp on how it would feel. I feel kinda bad for writing such a crappy scene but let me know what you guys think!

I hope you enjoyed!

I will see you cats on the flip side!

Until next time,

Vanessa :D