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Disclaimer: I do not own anything

Author's Note: This was written as a fill on the kinkmeme. I apologize for the unbeta'dness and any wrong information. Might have a follow up, may not. Let me know? All criticism, feedback is welcomed. Also, this is my 50th story posted here to this website!


"Okay, where were The Fantastic Four?! We shouldn't have had to take care of Doom-,"

"We'll strangle Richards later, right now we need to find a way to fix this-,"

The voices were muffled and Steve had a tough time trying to pin point which belonged to whom, he just wanted to find out what happened.

"What are we trying to fix?" His voice was more of a harsh whispered and slowly opened his eyes. He was definitely in an infirmary room on the helicarrier. The rest of the team, and Coulson, standing in the room around him, giving him a questioning look.

Coulson took a step closer to the bed. "Do you remember what happened, Captain?"

Steve turned his head slowly to the right, thinking for a second before answering. "I remember fighting Doom, yelling at Tony-"

"HEY!"

"-then Doom hitting me with that weird sort of ray-gun thing before I had a chance to grab my shield."

Coulson nodded. "You don't remember anything after being hit the ray gun?"

Steve shook his head. "Why?" Before Coulson had the time to answer, Bruce spoke up from his position at the end of the bed.

"Steve, look at your hands."

Giving Bruce an inquisitive look, Steve did what he was told.

He wishes he hadn't. His hands were the size they hadn't been for a verylong time. They were thin, delicate, exactly what they were like before the serum. Knowing he needed to know, he pulled the blanket from his legs and his legs were thinner, shorter. He patted his stomach, feeling his ribs instead of the abs he was used to.

He looked to Coulson and then to each face of the Avengers in the room, searching for some sort of answer.

"What happened?" It was more of a harsh whisper more than anything.

He let himself listen to the answers. "Something about the ray gun-"

"We're not exactly too sure-"

"Banner and Stark are going to be researching-"

Slowly all of them became a jumble bunch.

Steve felt like the heat had been turned up. He tried to ask someone to turn it down but he found like it was hard to get a breath in. His chest was beginning to feel tight.

"Steve?" He heard Natasha stay. He looked up and noticed everyone had sort of moved closer to his bed, Natasha standing directly adjacent to him, Coulson next to her.

He tried to answer but he could hear the wheezing sounds coming from his mouth. He shook his head slightly, even the small movement turned out to be a bad idea. He felt light-headed and it was still hot.

"Steve!"

"Steve, can you talk?"

"Steve, what's wrong?"

It felt like people were shouting.

He tried to calm down but it wasn't working. Memories were hitting him like tidal waves. Quick shots like faded polaroids popping up, one right after another. His mother holding him as a child. Sitting on the stoop of the orphanage breathing in to a paper bag. Bucky holding him against his chest in a dark alley, trying to get him to calm down.

All the memories of past asthma attacks.

"It's, it's-" He tried to speak but he was cut off when small coughs stopped him from answering.

"Is this some sort of Migardian magic? The Captain could be dying!" He heard Thor yell.

"He's not dying-" He heard Bruce try to start to explain but he was cut off. "Then why is he all of the sudden unable to breathe?"

The feeling of panic filled the room and Steve tried to ignore them. His hand rested on his chest as he tried to breathe but nothing was working. He still felt dizzy, he was hot. This was something he thought he would never have to feel again.

He jumped slightly as he felt someone slip in behind him, an arm wrapping around his chest. "Breath, Steve. Breath with me, it's going to be okay," a soft voice whispered in his ear. Steve grasped his hands on the forearm around his chest and tried to fall in rhythm with the body behind him. He couldn't place the voice but he would worry about it later.

He tried and he tried, but it wasn't working and he felt hot tears slip from his eyes, no matter that he had them clenched closed. He could still hear the arguing going on in the room and tried to ease himself away from the panic.

"Breath with me, it's going to be okay. In and out, in and out," the voice whispered and Steve tried to obey. He jumped when the voice turned away from him and got louder. "Would you guys please shut up, panic is not going to help right now!"

The voices almost instantly stopped and Steve slowly felt himself getting into sequence. The tightness in his chest started to slip away, breathing slowly becoming a bit easier.

"So the Captain is not dying?" He could hear Thor say.

"No, Thor. It was probably just an asthma attack. That was one of his medical problems before he received the serum," Bruce explained.

Steve ignored them for a few minutes as he felt his head fall against the shoulder of the person holding him, panting slowly as he was finally able to breathe again.

"Is there anything we can do-"

"He probably needs something to drink-"

"I am going to cut Doom's-"

"When I get my hands on Richards AND Storm, more-so Richards but Storm is just an annoying di-"

"Steve, what do you need?"

Steve didn't say anything, he just wanted to sleep. He twisted his face is annoyance and tried to burrow it into the shoulder, silently finding the fabric of the top comforting.

"He needs sleep. You guys fussing over him isn't helping. I'll update you on his status later. Go debrief with Fury and contact Reed Richards."

Steve heard the door open and smiled slightly.

"Thanks Phil," he whispered.

Coulson chuckled slightly, but didn't move from his position.

"Any time, Cap. Sleep. We'll fix this as soon as possible."