So... It's been a little while, but not quite as long. Hopefully the long chapter makes up for it! Things are starting to get intense.

I'm so happy so many of you like this enough to follow it. If you're enjoying it, please drop me a line and tell me what you think! I really love to hear from you, and it makes my day.

Thank you all for reading!


Tony was about thirty seconds from puking.

Strapped into his scrap-metal creation, running on adrenaline and twenty minutes of sleep, he rested his head against the wall behind him.

His breath came out in a quiet rattle.

It was absurd, really, things being so silent when they knew that any moment they could be overrun by armed maniacs who were way too into deadlines.

Somehow, he'd recovered a bit more of his humor now that they were so close to the end. He supposed that it was because he couldn't get more doomed than he already was.

He coughed, sharp and deep.

"When you get home, you ought to get your lungs checked," Yensin said, his fingers flying across the keys of their computer. "You do not sound well."

"Yeah, I'll be sure to do that," Tony said, eyes closing. "Dying of pneumonia after all this would be horribly ironic, and I don't need that kind of story to my name."

A soft snort echoed through the room.

"I will miss you, Tony," Yensin murmured, pushing a rusted step stool across the floor and climbing up.

"I have a private jet." Tony gave a crooked smile. "I'm pretty sure I can swing visitation."

The heavy helmet slipped over his head, equal parts comforting and claustrophobic.

"Yes." Yensin's voice choked a little-maybe he needed to get his lungs checked too. "Yes, that will be nice."


Steve stood before Fury, Coulson, and Hill, his shoulders back and his gaze straight ahead. Under their scrutiny, his heart skipped erratically, and his fingers twitched. He kept any other signs of discomfort under wraps.

Facing down Hitler and his forces was one thing. This was another.

To be honest, he'd rather have been threatened with death than another six months spent in a grey-walled SHIELD basement. Failing this assignment wasn't an option.

Coulson rubbed a hand over his face. "Let me get this straight. Your suspect is... Osborn?"

"Yes, sir," Steve said. He spread his feet an inch further apart, rooting himself to the ground. "He's been in contact with a student named Pepper Potts through his secretary. She's been seen around the school recently, too. I remembered seeing his name on SHIELD's watch-list."

"Darn right it is," Fury muttered.

"We should've thought of this sooner," Hill said. "With that new office going up so close last summer..."

"I'll get someone on it right away," Coulson said.

They shuffled some papers between themselves, murmuring.

Steve shifted.

"But what would Oscorp want with a bunch of teenagers?" He asked.

They turned their eyes on him.

"This isn't just any bunch of teenagers, Rogers," Fury said. "Haven't you wondered why SHIELD runs this high school?"

The man steepled his fingers, levelling Steve with a stare.

Steve clasped his hands behind his back. "I was under the impression that you took over when the incidents started. Am I wrong?"

Hill and Coulson exchanged a look.

"SHIELD founded the school," Coulson said, slowly. "And the elementary school, and the junior high. For children with... special abilities."

Confused, Steve lost some of his formal air and stepped back, frowning. "What kind of special abilities? Intelligence?"

Asking so many questions was foreign, in a freeing way. Since he'd woken up, their first explanation of his situation-where and when he was-had been the only inquiries that hadn't been shut down. There were boundaries to how much he could push without having to face the consequences.

And he could only suffer that sort of cloak-and-dagger nonsense for so long. At this point, he'd more than hit his limit.

"Well?" He asked again.

"Superpowers," Hill said, when none of the others answered. "He means superpowers."

A snort escaped him. "Superpowers. All of them? You expect me to believe that?"

"Believe it." Fury's mouth was a hard line. "We've gathered nearly all the powered children in the country. And some from elsewhere. It's taken a lot of doing."

Steve frowned. "So those guys I fought with last week. Spider-Man, Iron Man... They go to this school?"

Fury took something out of one of the files and spread it on the table. Tony and Peter Parker's school photographs stared up at him. Parker's hair was a mess; he had a healing black eye and a bright grin. Tony looked tired but cocky. There was something different about him.

It must've been before his parents died.

"Why are you..." The dots connected and Steve inhaled sharply. "Them?"

Fury set photographs of the Odinson brothers and Bruce Banner beside them. "Everyone at this school has powers, Rogers. Either that, or they're valuable enough to keep an eye on. Gwen Stacy, for instance, and your new friend Pepper Potts. Romanov and Barton don't have powers, but as you know, they're SHIELD operatives."

Steve's jaw clenched and he made himself take a long, controlled breath. "So, you didn't think it was important that I know all this?"

"Not until became relevant." Fury shrugged minutely, his black coat rising and falling. "It just did."

Another breath. "All due respect, sir, but if this is as important as you all say it is, I think you'd be better off not keeping people in the dark. It doesn't make for a smooth operation." He met Fury's eyes and held them. "And more to the point, it doesn't foster a whole lot of trust."

Fury's eyebrows rose. "I don't need you to trust me, Captain. What I need is for you to do your part, and everyone else to do theirs. So let me ask you this. Are we going to have a problem?"

The air chilled and everything was silent.

A knock came at the door. It creaked open.

Vibrant red hair flashed in the corner of his gaze.

"Am I interrupting something?" Natasha's cool voice slid over the tension in the room.

"Agent Romanoff. No, come in. Rogers is done for now."

Steve glanced over. "Natasha."

"Rogers. Barton! Get in here."

Clint ducked inside, twanging an arrow with one hand. "Principal Fury," he greeted, a wry smile curling one corner of his mouth. "I didn't think staff policy allowed leather trench coats."

A muscle in the side of Fury's forehead twitched. "Sit down, Barton. You two have anything to report?"

Romanoff looked sideways at Rogers, then back at Fury, a question in her sharp eyes. With one hand, she held a child's shoe by the laces, and with the other, a crumpled stack of paper. "We do, sir."

Fury gestured loosely."Rogers, you're dismissed. Coulson, you escort him out." Agent Coulson stood, straightened his suit coat and his shoulders. "Don't start without me."

Natasha and Clint both sat. Clint sprawled back in the chair, arrow resting across his knees, and tipped off a salute to Steve. Natasha sat with her back barely touching the chair, the line of her shoulders alert.

Director Fury looked Steve up and down, appraising. "On second thought, Agent Coulson... You're dismissed as well. I'll fill you in later. Take your charge home."

Coulson gave a small smile that didn't quite reach his eyes. "Then I'll see you tomorrow. Don't keep Barton and Romanoff too late, Director. They've got to be back here bright and early, same as the rest of us."

"Duly noted."

"Good night, Phil," Hill said.

"Good night."

Coulson closed the door behind them, and they were alone.


They made it all the way home with not a word spoken.

The further they got, the edgier Steve became. He'd rather just get the reprimand over with.

Through the front door and through the living room, into the kitchen, all was silent. Coulson filled his teapot and set it on the stove, laid out two mugs and spoons, and dropped in scoops of hot chocolate powder.

And then, Coulson faced him, dragging a hand over his hair.

"Rogers..."

Steve didn't say anything.

"Steve. Look at me."

He brought his gaze up to meet the Agent's eyes. They were filled with a mixture of frustration and sympathy. "Steve. I understand that you're... Put off by this, but it's how Fury operates. He's been doing this a lot longer than you've been alive. He knows what he's doing."

"Technically, sir, I think I've been alive longer." Steve filled a glass with water and took a gulp. The cool liquid ran down his dry throat and he let his shoulders drop. "Is there anything else he's not telling me?"

"I'm sure there is." Coulson sat down at the table, loosening his tie. "And there are things he doesn't tell me or anyone else, either."

"That doesn't seem like a great way to run a team."

Coulson shrugged. "Granted. And if he were running a team, I'm sure he'd do things differently. But he's not." He gestured for Steve to sit across from him.

Steve hesitated, then sat, his hands clenched over his knees.

"You're a good kid, Steve. I..." He cleared his throat, his ears flushing faintly pink. "I've studied your life. I looked up to you a lot, growing up. When we found your plane, I couldn't believe it. And when we discovered that you were still alive, just frozen..." The teapot started to whistle, and Coulson stood.

"It took a lot for SHIELD to keep you out of the wrong hands. The government wanted you hooked up in a lab somewhere. With everything that's happening in the world," Coulson poured the water into the mugs and stirred. "An army of supersoldiers sounded very nice to them."

Steve rested his elbows on the table, clasped his hands together. "I figured. Seventy years... That hasn't changed."

"No." Coulson slid a mug toward Steve and sat again. "No, it hasn't."

Steve left the mug in front of him and raised his eyebrows. "Just to make sure I'm keeping up, SHIELD heroically kept me from being locked up as a government lab rat, so they could lock me up in their basement instead?"

Coulson snorted and lifted his cocoa in acknowledgement. "You have a way of simplifying things."

Steve's lips twitched.

"There were reasons," Coulson said, and squirted a spiral of whipped cream into his mug. "But I didn't agree with them. I'd been lobbying to get you out since day one, but it wasn't until you were..." He sighed. "Needed, that the top brass finally agreed."

Steve leaned back in his chair and finally took a sip. "And after this is all over?" He asked. "What then?"

"Honestly?" Coulson shook his head. "The way things are going now, they'll be trying to send you right back. But... If you make an impression, on them, on the world? It'll be a lot harder for them to do it."

"An impression. What do you mean by that?"

Coulson rose, draining the last of his mug and heading toward the door. He gave another of his small, unreadable smiles. "That's up to you."


Tony elbowed Steve sharply in the ribs.

"Hey. Rogers. You're about to do a face plant into your applesauce."

Steve startled, his blue eyes going absurdly wide. "Sorry," he said, his cheeks going red. "Thanks."

Tony took a bite of pizza, dutifully ignoring the rest of the people at their table. "Welcome. You wanna tell me how you manage to be tired when your curfew is ten o'clock?"

"I was up late. Reading."

Tony scrutinized him. It had a ring of truth, but something was... off.

"Reading what?"

"Nothing exciting," Steve said, taking a sip of milk from a school carton. He made a face. "Tastes different."

"What, the milk?" Tony gulped his coffee and snatched his physics textbook out of the way before Thor could knock a water bottle onto it. "Pretty sure they haven't changed the recipe."

Steve's eyes flicked up and he set the milk back down, smiling uneasily. "Different from how I remember it as a kid, that's all. It was, uh... fresher."

"Fresher. Right." Tony quirked an eyebrow. "You grow up on a farm or something? 'cause that would explain a lot."

"...Not ex-"

In the fringes of his vision, Tony caught a mop of dark, messy waves and faintly hunched shoulders. A purple shirt wandering through the cafeteria.

"Hey, Banner!" The words flew out of Tony's mouth before he could stop them.

The other kid turned, taken aback. "Yes?"

Tony scooted over, creating a place between himself and Thor. "Come sit with us. We've got room."

Banner blinked, pushed his glasses up on his nose while balancing his tray with one hand. "Oh. Well, thank you. You're sure?"

"Yeah." Tony patted the sticky plastic bench with something like a grin-who was he, exactly, and when had Tony Stark vanished?- "C'mon. We can't beat the company of a good computer, but some of us come close."

"Some of us?" Natasha Romanoff sat on the other side of the table, her red hair drawn back into a loose ponytail. "Speak for yourself."

Beside him, he felt Rogers stiffen and his eyebrows shot up. Did Steve have a crush? 'cause even he, socially avoidant Tony Stark, knew that Barton and Romanoff were a thing.

The aforementioned (troublemaking) brunette plopped next to Romanoff and took a noisy bite of an apple. "What's up, Thor?"

"Clint Barton," Thor boomed, cheerful. "Wonderful to see you again. And who is your lovely friend? I do not think we have had the pleasure of meeting, Miss..."

"Romanoff," Natasha said, extending her hand. Instead of shaking it, Thor kissed it.

...The table went silent for a moment.

"Nice to meet you too," Natasha said, a smirk wrapping around the corner of her mouth and eyes. "Banner, was it?"

There was something edgy in her eyes when she looked at him.

Bruce gave a mild smile and nodded. "Miss Romanoff."

Tony rolled his eyes. "Okay, everyone, we're introduced. Should I have brought name tags? Come on. I want to eat in peace."

"Tony," Steve reprimanded.

He took a large bite of pizza and waved the half-eaten slice in Rogers' face. "Shh. That means you, too."

Bruce laughed under his breath and Thor offered everyone part of a gigantic package of skittles.

"Contrary to the advertisements," he said, genial, "they do not contain the rainbow. But they are delicious nonetheless."

"What the hey," Tony said, and grabbed a handful.

Clint tossed one into the air and caught it in his mouth, and Natasha wolf-whistled.

The bell rang and they all dispersed for classes.

For some reason, Tony couldn't stop smiling.


Just before the last bell, the hallway exploded.

And, no, Tony didn't mean that in a metaphorical sense.

Shrapnel flew through the doorway and into their French classroom, knocking the teacher sideways. A wave of heat rushed inside as flames licked at the walls.

Tony couldn't breathe-suddenly he was trapped in Afghanistan again, watching the cars in front of him explode one by one, killing the people he cared about.

"Get-get down," the teacher ordered, dragging herself toward her desk.

Students jumped up, rushing to the other side of the room.

Thirty seconds after the first explosion, two more went off elsewhere in the building. The ground shook and people screamed.

"Quick!" Susan Storm shouted. "Out the windows! Form a line!"

Instead, students rushed the small openings, shouting and pushing.

Tony gasped for breath, hand clutching his chest. He scrambled out of the confines of his desk and fell to his knees on the floor. His lungs screamed for oxygen. One hand pressed to the floor to steady himself, his fingers shook and grey crept in at the edges of his vision.

His brain was somehow empty and too full, bursting at the seams with a long stream of irrational thoughts. He couldn't make himself move, couldn't make himself stop.

Dimly, he recognized that it was another panic attack.

"Stark!"

Steve's voice cut through the chaos and he registered a blurry image of his friend burst through the doorway, covered in soot and bleeding from a gash on the side of his forehead.

"Rogers," he choked, "Idiot. Get-get-"

"Come on, get up," Steve said, dragging Tony to his feet. "Are you hurt?"

All Tony could do was shake his head, his knees giving out beneath him. Steve steadied him and steered them both away from the fire.

"Breathe," Steve said. "We've got to get out of here."

The other students in the classroom were mostly gone now, and the last few were helping each other dive out the windows. Tony nodded, his eyes blown wide as the attack started to wear off.

He was here. School. Not Afghanistan. It wasn't the same.

The reminder played through his mind over and over and finally he could take a real breath.

Nausea threatened to overwhelm him, but his lungs started to loosen and his head cleared a little.

"You with me?" Steve asked.

Tony nodded again.

"Rogers!" Romanoff's voice, sharp and loud, crackled over a speaker at Steve's side. "Where the... you? We've... get everybody out!"

"I am!" Steve shouted back into the radio. "Tony, come on, we've got to go."

They stumbled toward the door and Steve held up something to shield them from the flames. From this side, it was silver and smooth.

Hot pain stabbed at their sides as they ran through the fire, but in a second they were through.

The halls were in chaos.

"Everyone!" Steve shouted. "You have to get outside! There's an exit at the end of this hall, go that way, please!"

Not everyone listened, but some people turned tail and ran toward the doors.

"Who... died, and made you-fire marshall?" Tony asked weakly, trying to support more of his own weight.

Steve held tighter to his arm and they emerged into an open area. "Funny. Barton! What's the status on the east wing?"

"All clear," Barton responded over radio. "Romanoff's got her area too emptied. Yours is the last, we're headed your way."

Wow. They were very organized for three random students. Almost too organized.

"Got it," Steve said. "Rogers out. Okay, Tony, we need to-"

An awful creaking pierced the air and a huge support beam started to fall from the ceiling. It was headed squarely for a student in a wheelchair, and her wheel was caught on a hunk of burning wood.

The color drained from her face.

"Look out!" Steve let go of Tony, rushed forward and pushed her out of the way. She wheeled the rest of the way to the doors in record time.

"Steve!" Tony stumbled toward him as the giant beam fell. He wasn't going to make it, wasn't going to-

"Whoa, heads up!"

Strings of web caught the beam and Spider-Man secured it place, less than a foot from Roger's head.

"Parker?" Steve breathed. "Thank you."

Spider-Man froze. "What? No, just your friendly neighborhood Spider-Man. Better get of the way, S-Kid."

Tony's eyes widened. That was Parker's voice. "Peter? You're Spider-Man?"

Another beam started to fall, and in a flash Parker was on it, plastering it to the ceiling with webs. He swore loudly.

"Look, it's not important right now. You-" he caught a falling piece of concrete and suspended it in midair. "Can't tell anyone, got it? Now would you mind? This is not nearly as-" He jumped from the ceiling to the floor and shot another string of web at a loosened light. "Easy as I'm making it look."

"You've got to come with us," Steve said. "It's not safe in here, not even for you."

Parker's scowl came through in his voice. "Yeah, I definitely couldn't have worked that one out for myself. What are we waiting for?"

They hurried through the lobby and burst outside. The air was clearer here, but smoke curled from every area of the school. Sirens echoed in the distance.

"Well that wasn't how I expected to spend my Friday afternoon," Parker quipped.

"Me neither." Tony leaned against the railing and shut his eyes, fighting against the urge to puke.

"Romanoff, Barton, you have a location on Fury and Coulson?"

"Not yet, Cap, but they're big boys. They can take care of themselves." Romanoff's voice was strained. "I've got three unconscious students here. I'm almost to the south exit. Anybody nearby?"

"I'll be with you in three," Barton said, words muffled by static.

"Look," Parker said, "I've gotta find Gwen. You two going to be okay?"

"We'll be fine," Steve replied. "Go. Be careful."

"You too."

Parker swung off and Tony watched him go.

Nerdy, overenthusiastic, uncoordinated Peter Parker was Spider-Man?

"The emergency meeting spot is on the football field," Steve said, wiping blood away from his eye with his sleeve. "Come on. Can you walk?"

"Yes," Tony snapped. I hope.

They ran down the stairs, and looking back at the wreckage of their school, Tony was very very glad that Pepper hadn't been there today.

Halfway across the parking lot, a wave of energy burst out from behind them.

Steve fell forward.

"Rogers!" Tony reached for him. His eyes went huge at the blood starting to soak through the shoulder of Steve's jacket.

"Stay back!" Steve got to his feet and turned, getting in front of Tony and holding up...

Tony saw his shield properly for the first time. He'd assumed it was a trash can lid or something, but it instead it was polished and painted with red, white, and blue. The star in the middle could only mean one thing.

"Stand down!" The attacker ordered. It was Alex Summers, who'd disappeared a few weeks back. He was on edge, red light hovering near his fingertips, and his face was thinner and strangely hard.

"I can't do that," Steve called back. "Listen, Mr. Summers, whatever they've told you, you don't have to do this!"

Another slice of energy hit the side of Steve's- of Captain America's- shield.

"If you give yourself up, nobody else gets hurt today," Summers said. "Your choice, Captain."

"I-"

Suddenly, Summers crumpled to the ground.

Principal Fury stood behind him, holding some sort of ray gun.

"You alright, Rogers?"

"Yes, sir," Steve said. He turned back to Tony, something heavy in his eyes. "Tony, are you hurt?"

"No," Tony said, distant. "I'm fine. What's going on with you?"

"Director Fury!" Barton and Romanoff came around the corner, blackened with smoke and wary. Romanoff had a gun in her hand, and Barton a bow.

Fury edged over to Summers and crouched down. "Did you get everybody out?"

"We did, sir," Barton said. "Where's Agent Coulson?"

"Right here." Coulson held an unconscious girl, a student who looked vaguely familiar. "This is one of the missing students, Director. She tried to kill me."

"Summers here did the same."

Tony backed away from Steve and held up his hands. "Does anybody want to explain to me-"

"We need to get them both to a secure facility right away. The police and the fire department are already here, Agent Hill is overseeing things on that end."

Fury stood. He had a long, black trench coat over his suit. "Guess they'll probably want to see me, too. You got this under control?"

"Yes, sir."

"Hang on!" Tony shouted. "What's going on here? Who are you people?"

All eyes turned to him.

"Well, shoot." Fury gave Steve a hard look. "You want to explain why he's here, Rogers?"

"I had to get him out, sir. I didn't expect to be attacked before I could get him to the football field."

"You what?" Tony rounded on Steve.

"Barton, Romanoff, you handle this. I've got to go." Fury disappeared and Clint and Natasha came to stand beside them.

"Stark, you need to calm down," Romanoff said.

Tony glared at her. "I do not need to calm down. I am so calm. I'm zen. The school was just bombed and you guys are all some sort of... secret agents. Why wouldn't I be calm about that?"

"We're here to protect you all," Romanoff said. "Don't overreact."

Tony snorted. "Or what? You going to shoot me, Agent Romanoff?"

Her mouth tightened. "I don't think you understand what's going on here."

"Then why don't you explain it?"

To their side, Coulson lifted the unconscious girl again.

"I'll help you with that," Steve said quickly, and started to hurry away.

Tony grabbed his arm. "You, too, huh?"

Steve met his gaze and froze, his shoulders tight. "Tony, I..."

Tony's voice was icy, a sick, hot weight settling in his stomach. He'd been played, well and truly. "If it were just that you were hiding the fact that you were Captain America from me, I could handle it. But it's not just that, is it?"

"Please," Steve said, quiet. "Let me explain."

"No. Everything makes sense now. Why you're here, why you were so eager to be my friend when nobody else was. You make a great spy, Rogers. I didn't suspect a thing."

Steve's blue eyes were pained. "I swear, when I first got here I had no idea who you really were. I honestly just wanted-"

"Save it. I guess that's why you wanted to be buddy buddy with Odinson and Banner, too. Keeping tabs on us all." Tony pushed his arm away roughly and stepped back. "Great work."

"I'm sorry. It was my..." He looked away. "It's my job."

"Oh, great, that totally makes it better." Tony turned away. "Forget it. I'm going home, and I don't want to see you again."

Steve reached for him. "Tony, wait."

"Don't. Just don't."

And before anyone could say another word, he was gone.