Michaela rolls over, groaning into the mattress even as she's dragging one of the flimsy pillows over her ears. It doesn't little to stifle the sound of Peter's obnoxiously loud snoring but it's the thought that counts more than anything. God, she loves this kid, she does, but if she'd known that he sounded like a goddamn foghorn in his sleep she might've insisted on separate rooms, regardless of the security risk.

This is the tenth night in a row she's suffered through this, and it hasn't gotten any more tolerable. She's tried waking him up, but he just falls back asleep almost instantly and the snoring starts back up within seconds. She's tried ear plugs but she can't sleep with them, and anyway they didn't block out the ambient noises, let alone Peter.

Settling on her back, Michaela flings the pillow away dramatically, because who's gonna see it besides her, no one can judge her anymore than she's judging herself. She reluctantly opens her eyes, letting them adjust a moment before she glances at the clock on the bedside table. 3:54 AM. Ugh. She's not a stranger to sleepless nights but it doesn't mean she enjoys them, and that's even less true when she's got Peter's chainsaw snoring going on three feet away from her. Being awake in the middle of the night leaves her with entirely too much to time to think, and these days there's not an ounce of optimism left in her to block out all the nasty worst case scenarios that run on a loop through her consciousness every waking hour.

Fuck, she misses Matt.

She misses Matt and his warmth and the way he holds onto her whether she's sleeping or not, because he knows it gives her something to focus on, something to ground herself when her thoughts spiral out of control. She misses his laugh and his smile and, god help her, she misses his sass. What she wouldn't give to have him hear, teasing her about bad she is at being a fugitive and then gently correcting her so she doesn't get any of them caught or, you know, killed. Or something.

Natasha kept her word and got them out of the precinct. Got them of New York, out of the country. She had help but she wouldn't say who it was from, though she did let it slip to Michaela that she'd right about SHIELD getting involved – they've got their own problems, and while there are people sympathetic to her and Peter (Skye, she figures, since she doubts Coulson really cares about her so long as she's not trying to take over the world; maybe Lincoln if she's feeling generous towards herself) they can't risk getting tangled with anyone actively breaking the law, no matter how stupid they all consider said law.

Anyway, Natasha got them set up with more than passable fake IDs and let them keep the holo-tech masks, though also told them that they can't use them much longer. They've got a specific energy signature that the government will eventually key into, and then they'll basically be beacons that'll lead the government right to their doorstep. Which, currently, is a run-down hotel (motel? Michaela doesn't actually know the difference, but either way she feels unclean just from laying on the bed) that Natasha paid for upfront. They've got two weeks here, and then – well. Then Natasha supposedly comes back and escorts them to the next "safe house."

Supposedly because Natasha only said that someone would be there to escort them. She didn't even imply she'd be the one doing it. Which is. Terrifying, really. Natasha's at least a friendly face, someone Michaela does genuinely trust, and if it's not her—

Michaela will just have to cope. She doesn't have much of a choice if she wants to stay out of the Raft. And fuck, does she want to steer clear of that place. Natasha's done some digging and from what she's told Michaela, the place is one step above a torture chamber for powered people. That's where they want to send Peter, who's never done a damn thing wrong in his life. Except lie to her aunt about being Spider-Man – which, fuck, Michaela tries not to think about what May is going through right now, with Peter in the wind and the entire country painting him as a some vicious criminal.

He's fifteen, and he's a fugitive. Michaela failed fucking spectacularly as his makeshift mentor, thank god she never let Bailey become her sidekick. And also, thank god for Natasha, because not only has she agreed to keep an eye on Matt, but she's also promised she'll make sure Bailey doesn't do anything to get noticed by the wrong people. Michaela's asking too much of her, but she needs this reassurance, and Natasha seems pretty willing to give it, so Michaela'll keep abusing the privilege until Natasha takes it back from her.

Michaela sighs and reaches for the phone Natasha left with them. It's an upgrade from her burner phone, but the only number stored in it is one Natasha gave her, and it was with the caveat that Michaela only contact her if there's an emergency. Peter's snoring doesn't qualify, though Michaela is pretty damn close to making a case for it.

4:02. She just looks at the screen blankly until it times out and goes dark, then lights it up again. Still 4:02. Biting her lip, Michaela types in the password and swipes through to the limited apps. There's a few audio books downloaded, one of which is in Russian and is probably a joke Michaela is never going to understand, but as long as the unintelligible words drown out Peter's snoring she can't she cares. She's got a pair of cheap headphones she picked up yesterday from the closest store and they'll crap out on her in a week, tops, but they'll do for now.

She wedges them into her ears, queuing up the audio book—

"Michaela!"

The phone slips from her hands and clatters to the floor as she twists around, wide-eyed. Peter's awake, perched on the edge of his bed, hair stuck up on one side and flat on the other. He's kicked the blanket away and it's half on the floor, and he's scrambling to get to his feet even as he's still whispering frantically at her.

"Someone's at the door, we gotta hide!"

Someone's at the—? The adrenaline floods her in a rush, and she wrestles out her own blankets, scooting across the bed until she can flail around and Peter's close enough to grab her hand. She tugs him closer, nearly onto her own bed, shushing him as he opens his mouth again. They sit there, breathing heavily, and – Michaela hears it. Footsteps, quiet but sure, muffled by the outdated carpet of the hallway. They pause just outside their door, but the silence only lasts a couple of seconds before there's a soft knock.

Michaela nearly jumps out of her skin when the phone she dropped buzzes, and Peter has to clap a hand over his mouth to stifle his squeak. She darts a glance at him, willing him to keep his cool even as she's rapidly losing hers, then slides over to pluck the phone from the floor. It lights up as she rights it, and there's a text message notification on the screen.

Itsy Bitsy: He's friendly. Open the door.

Uh. Okay, then. She said she trusted Natasha and that's apparently going to stand even when they aren't in the same time zone.

Peter quiets down when she shows him the text, doesn't offer much of a protest as she gets to her feet, edging closer to the door. Another knock, no less gentle this time. Michaela – well, she's at the point where her life is just so much of a fucking mess than it really can't get any worse short of them getting caught. And Natasha's claiming that's not going to the case. She trusts her, she does; she can open the door.

So she does.

"Oh, fuck."

"That's about the reaction I expected," says the man standing in the hallway, and he's haloed in the terrible fluorescent lighting but that silhouette is unmistakable. The, uh. The beard is new (and fucking devastating, good lord), though she recognizes the eyes just fine, crinkled as they are in a smile that should be inappropriate but feels anything but. "You two doing alright, given the circumstances?"

"Uh." Michaela rubs at her eyes, just double-checking she's not seeing things, but. Nope. That's Steve Rogers in all his glory, filling out the doorway of their shitty motel room and smiling like he's the answer to all their prayers. Which he probably is. "We're. Not dead or imprisoned. So I mean things could be worse?"

"Ohmygod is that—"

"Yeah, Peter. Don't, uh. Freak out, okay, we can't afford the noise complaint."

"Nice to meet you. Peter, right? Nat's told me the basics, but I've looked into what you were doing back in New York, and you did a helluva job as Spider-Man."

"Captain America knows who I am—"

"Please, for the love of fuck, do not start hyperventilating, because I'll start hyperventilating, and Rogers does not need to see that."

"If it helps, I don't really go by Captain America these days."

Michaela slants him an exasperated look, to which he looks rightly sheepish. "Rogers, the title's not why he's excited. You're – you, it's a lot to take in."

"That's what Pietro tells me, so I guess I should take your word for it."

Pietro. Oh, god. Pietro and Wanda Maximoff are hiding out with Steve, plus Bucky fucking Barnes. Her brain short circuits for a second as she realizes the implications of Steve's presence in their ratty motel room.

"I'm gonna take a wild guess and say you're our escort?"

Steve smiles, and it's entirely too bright and warm and it's going to kill Michaela dead one of these days. "Something like that. You guys ready to move out, or do you need a few minutes to get your things together?"

They don't have things, but it's sweet of Steve to pretend. Peter, evidently over his infatuation (at least momentarily), has crawled out of bed and is standing next to Michaela, their Natasha-approve packs swinging from his arm. They don't even need to get dressed – they've been sleeping in jeans since they hit the motel, too paranoid to get comfortable; Peter only really sleeps because he knows he'll wake up at the slightest hint of danger, which proved true tonight, even if it was a little misplaced.

She shares a look with Peter – half awe, half fear – then runs a hand through her tangled hair and offers Steve a mostly-sincere smile.

"Ready when you are, Cap."