So I wrote this section already - just to see how it would work - and pitched it to my good sis shavingforsherl0ck. She was quite enthusiastic about it, and I daresay . . . this is one of my favorite chapters I've ever written. The 50th and the two mega crossovers were awesome . . . but this one here is also amazing. I hope everyone shares my opinion. :)

Welcome back Alexandra Daddario as the Third Bad Wolf, and hoo boy, has she got things to share. Enjoy chapter fourteen!

***

"I gotta say," the Third Bad Wolf shook her head, her eyes raking over Tony and Steve, taking in their injuries. "You two sure know how to make a mess of things. Ruined suit, punched black and blue . . . dial everything to eleven, why don't you? Yeah, way to go with your public images."

"No, no, no, hold on," Tony held up a hand. "You can't be here. You're dead!"

"Dead," she scoffed, rolling her eyes. "Please. All I did was regenerate. That doesn't make me dead. A memory is never dead as long as it's remembered."

"Jessie, what are we doing here?" Steve asked, looking around.

He got a stunned look from her in reply, then she did something unexpected. She burst out laughing. "Jessie?" she repeated. "Oh, you think I'm that simpering bitch?" There was a flash of gold in her eyes, giving them a maniac gleam. "That's cute."

Steve took a step back. "You're her," he whispered, Tony looking at him in confusion. "You're the Mad Wolf."

"And give the super soldier a medal!" the Mad Wolf gave a crazy grin to match, clapping excitedly. "Ooo, wait," she pouted. "There were two super soldiers . . . all right, give the non-HYDRA super soldier a medal."

"He doesn't work for HYDRA any longer," Steve narrowed his eyes.

"Oh, I know that," the Mad Wolf rested her hand on his shoulder before tilting her head and pointing at Tony with the other hand. "See, I don't know if you've gathered or not, but the genius billionaire playboy philanthropist over there doesn't seem to know, though."

"What right do you have to say that?" Tony snarled, stepping towards her angrily. "He killed my parents!"

"I have every right!" the Mad Wolf snapped, pushing him back. "You know what, Captain? I'm going to have to take back that medal. Let's try again, shall we?" She turned back to him, and in a flash of silver, she suddenly had metal attached to the side of her face. "Who am I?"

Steve swallowed hard. "Miss Clever."

"And he got his medal back!" she cackled, jumping on top of one of the rocks and doing a spin. "Hello, nice to meet you, yadda yadda yadda and all that fun jazz. I don't actually care a bit in the world, so let's get down to business! My current sane self, for whatever reason, believes that seeing something from her past can help settle this little testosterone fight of yours. Personally, I don't think so, but might as well give it a shot. I've got nothing better to do since she locked me up." She hopped off the rock and headed off. "Shall we, gentlemen?" She stopped, turning around, a mock thoughtful expression on her face. "Ooo . . . should I call you that? I don't know . . . you're not really acting like them."

Steve cringed. "What the hell happened to you?" Tony stared at her.

"Oh, your buddy's pal can answer that better than me," Miss Clever waved at Steve. "Considering he was the one that experienced the same thing."

"Brainwashing," Steve answered. "Like the Winter Soldier was the brainwashed side of Bucky. Miss Clever is your side."

"Hey, the super soldier gets another medal!" Miss Clever grinned before frowning at Tony. "My, Mr. Stark, you really need to catch up."

"Enough," Tony snapped. "Whatever game you're playing, Jessie – "

"Ah ah," she held up a finger. "No no. You're in my house, now, Mr. Stark. I'm Miss Clever. I'm not Jessie Nightshade or the Bad Wolf or Vertigo or whatever name she has now. Criminey, she has more titles than bloody kings of old, and that's saying something."

Tony narrowed his eyes. "Fine, Miss Clever. What the hell are we doing here?"

"First off, a bit of a history lesson," Miss Clever turned on her heel. "Let's pretend that all you two know about me is that I'm a Time Lady that was firmly human then turned Asgardian and married a mad man in a box." Tony and Steve exchanged looks before warily following the insane woman. "Once upon a time, a mad Time Lord called the Master attempted to turn the human race into himself. In the process, he used a Whitepoint Star to signal the Time Lords and pulled Gallifrey out of the Time War. Sandshoes and Aussie Wolf, as called by Chinny and the Noble woman, took the Master on, and the Aussie Wolf had her gun on him. His words to her were 'kill me and become the monster you think you are.' A few hours later, thanks to a massive radiation surge, Sandshoes turned into Chinny and Aussie Wolf turned into me. Here is where you get two choices. A: it was all unicorns and rainbows. B: everything went from shit to even more shit. Anyone want to take a guess?" Steve opened his mouth, but she didn't let him answer. "B, of course! Who wouldn't be a fucking mess after being called that? So of course Little Miss Monster tried to coop up said monster, but what sets a mother wolf off? You start killing off the people she cares about most." She stopped by a flickering monitor. "Oswin Oswald," she said, poking it to life. Clara, in a red dress, appeared, a smirk on her face. She swiped, taking her off the screen. "Amy Pond. Rory Williams," she listed, the two companions being swiped off. "River Song. Clara Oswin Oswald." River and Clara in Victorian style were swiped off as well. "Hi ho, the derry-o, the wolf becomes insane," Miss Clever sang as she turned back to face them. "Or, as Mr. Stark is about to call me, batshit crazy."

"At this point, I think we can agree on that," Steve gave her an odd look.

"Oh, not you, too, Captain!" Miss Clever whined, pouting. "Come on, I'm just in her head!"

"Wait a minute," Tony shook his head, blinking. "In her head?"

"Oh, didn't I mention?" she gave a shit-eating grin. "You're inside her head. Surprise!"

"What the hell?!"

"Well, I call it hell," Miss Clever continued on, walking on, the two men running to keep up. "It's actually Hedgewick's World of Wonders."

"Who's World of What?"

"Welcome to what was once the greatest theme park in the galaxy," Miss Clever held out her arms. "Right now, in this memory, it's the last battle of the Cyber Wars."

"Cyber Wars?" Tony frowned.

Steve narrowed his eyes when he heard rhythmic, metallic marching. "Cybermen."

"Three for three, Captain," Miss Clever whistled. "Catch up, will you, Mr. Stark? You're the reason we're here, after all."

"Me?" Tony frowned.

"Oh, lookie!" Miss Clever ran forward and around a building. "Almost time for the main event!"

Tony and Steve joined her in looking around, and Steve frowned, watching Cybermen march towards a large castle. "What are they after?"

"What does every world superpower want, Captain?" Miss Clever rolled her eyes. "World domination, annihilation of anyone underneath them, and the occasional upgrading of people. In other words, the usual."

"But an abandoned amusement park?" Tony scoffed.

Miss Clever tilted her head towards the castle. "Not so abandoned anymore." Tony and Steve narrowed their eyes, hearing gunshots, and Miss Clever walked onwards. "Come on, boys. You'll miss the fireworks!"

Tony was the first around the corner to join her with a perfect view of the courtyard, and he blinked. "Are those the Maximoffs?"

"And Clara," Steve swallowed. Wanda was waving her hands, keeping Cybermen at bay, but she was stumbling, looking ready to fall every time she took a step. Pietro was running around, still using his powers, but he was noticeably slower than when he was at his fastest. And Clara . . . Clara wasn't on any walls at all, no, she was fighting with a mace, which the Cybermen ripped from her hands. "When she wasn't Inhuman."

"And where were you during this?" Tony scowled at Miss Clever.

"Patience, Mr. Stark," she chastised, checking her watch. "In three, two, one . . . " The Aether flared, and the two Avengers watched the Bad Wolf land – and it was the Bad Wolf, they understood, because she no longer had dye in her hair. She curled her lips in a sneer, her eyes flashing, and she ripped the mace from where it was in the Cybermen's hands and spun into action, dismembering them left and right. "Ta da," Miss Clever pointed.

"That's the Bad Wolf, not you," Tony shook his head.

Miss Clever sighed in disappointment. "You just don't get it, do you, Mr. Stark? I am the Bad Wolf."

The Bad Wolf suddenly froze in her actions, then they heard her cackle . . . the same mad cackling Miss Clever had made. The blood drained from Tony's face as she turned to face the companions, giving them the perfect view of the silver cybernetic pieces on her face. She was clearly taunting the three of them, saying something, then a teenage girl ran out of the castle. She skidded to a halt when she saw the Bad Wolf, eyes widening in fear, and the Bad Wolf spun around to face her, a cruel and mad gleam in her eyes, as she formed a fireball in her hand. "No," Tony whispered in disbelief, eyes widening as Steve swallowed. "Please tell me you didn't – !"

"Flashback playing," Miss Clever placed a hand over his mouth. "Hush."

And just before the Bad Wolf could throw, a purple blur barreled into her, knocking her off her feet. She let out a roar, turning around angrily. The Doctor landed on the ground, tossing his coat to the side before extending one hand, a fireball forming in it, the other clawed just above his shoulder, the Aether swirling around his fingers. The Bad Wolf – no, the Mad Wolf – snarled and launched at him. The Doctor met her halfway.

And yes, Steve knew when they started fighting, that the airfield had just been one big mummer's farce. This was a fight to the death – at least on the Mad Wolf's side. She dealt blow after blow, each of them capable of being kill shots, the Doctor moving quicker than Steve had ever seen, defending himself and trying to find a way to help her at the same time. "It's funny, isn't it?" Miss Clever tilted her head. "The Bad Wolf was good, I'll give her that. I mentioned her family, and she went to stop the Cybermen from killing them. But even then, the madness kept knocking at her door before I finally took control."

"What the hell is funny about that?" Tony gave her a dirty look.

She threw one right back at him. "What brainwashing can make a person do."

Bursts of dark red made him turn back, and he watched as the Doctor hurled blow after crippling blow of the Aether at the Mad Wolf, the woman collapsing under his assault. He ran to where she fell, catching something Wanda threw at him, before placing it at the cybernetics attached to her face. They fell to the ground, and the Doctor slumped in relief. "And that was that," Miss Clever snapped her fingers, freezing the memory. She turned to them, linking her fingers behind her back, a soldier's stance. "The Doctor used one of the pulsers to disengage the Cyber connection."

"Those cybernetics?" Steve asked.

"Cybermites," Miss Clever nodded. "Wormed their way into the Bad Wolf's head to use her mind to rebuild the Cyberiad and the Cybermen. Turned her into their Cyber-Planner. Total control." She sighed. "She still feels so guilty about it."

"About what?" Tony frowned, looking back at the frame.

Miss Clever blinked, turning to him. "You didn't just see her try to kill one of Miss Oswald's former wards?"

"But she didn't."

"And you didn't see her try to kill the soldiers? Her companions? Her blood bonded?"

"It wasn't her!" Tony shouted.

"But she still did it!" Miss Clever countered, and Steve froze where he stood. Those words . . . it was exactly like the exchange they had had with Bucky. He swallowed, standing back as Miss Clever walked up so she looked Tony in the eye. "Her body. Her mind. Her fault."

"It wasn't her fault!" Tony yelled, Steve flinching. "You used her mind, and you took control, and you gave her no choice! You used her to try and kill the people she cared about! She had no choice! It wasn't her fault! It wasn't her!"

Miss Clever smirked triumphantly. "Then what's the difference between me and Bucky?"

In all the time Steve had known Tony, he had never seen the man so shocked. But then again, he imagined his face looked the same as he turned to Miss Clever so quickly, he nearly got whiplash. "You and Bucky?" he repeated hoarsely.

Miss Clever looked at him. "It's like I said," she said – but it wasn't Miss Clever's voice anymore. "Miss Clever is the Bad Wolf."

Tony watched in horror as blonde hair rippled into dark tresses laced through with silver and gold, black leather morphed into a gold- and silver-lined pantsuit, and hard, cruel grey eyes turned into emerald ones shining with tears. "Jessie," he swallowed hard, speechless.

"You know how guilty I felt when I tried and failed to kill the people I loved as the Mad Wolf," she told him, not letting him say anything else. "Your father was someone Bucky knew well during the war. I killed no one. Bucky killed many. I was like that for less than a day. Bucky was like that for decades. We were both brainwashed, but I was lucky. I got away with no blood on my hands. But the guilt never goes away. How do you think Bucky felt when he woke up?" Her eyes hardened. "Or shall I play the memory of how he reacted when I told him I locked away the first and last of the words to turn him into the Winter Soldier?"

Tears were falling from Tony's eyes as the full effect of what he had just seen hit him. Here was this incredible woman, one he had always seen as invincible, one who was always so kind and caring . . . and he had just witnessed her turn into a completely different person because someone else went into her mind and changed her.

Just like HYDRA had done to Bucky Barnes. He swallowed hard, hand trembling as he raised it to her cheek. Jessie tilted her head invitingly, and Tony blew out a ragged breath as he cupped her face. "I'm sorry," he rasped.

"I'm not the one you need to apologize to," she said simply.

***

Clara gasped when Steve twitched, then tried to force his eyes open. "Steve?" she crawled over to him, shaking him slightly, seeing Tony start to move as well. "Are you OK?"

"Jessie?" Bucky asked, and they looked up to see him cradling Jessie as she slowly opened her eyes.

Steve held up a hand to Clara, and she moved back as he winced and stood. Tony did the same thing, both of them staring in horror at Jessie as she slowly sat up. "Not doing that again," Jessie mumbled, rubbing her head. "Yowzah."

Steve gave Tony a cautious look as he slowly made his way to her side. "How?" Tony asked, crouching down by her. "How did you recover from that?"

"I haven't," Jessie said truthfully, reaching up and stroking his cheek, Tony closing his eyes. "We all have our demons, Tony. We can't always defeat them. That's why, if we can't, we do our best to rise above them."

Tony nodded mutely, and Jessie rose to her feet, sonicking his armor, returning his systems to normal. Tony turned to look at Bucky, who was eyeing him warily. "I don't forgive you," he said bluntly. "I don't know if I can. You killed my parents, my only family."

"I know," Bucky nodded.

"But I understand," Tony said heavily, looking at Jessie. "I understand what HYDRA did to you. I understand you didn't have a choice. I understand it wasn't you." He held out a hand. "So I am sorry for what you went through."

Bucky eyed the hand before shaking it. "Thank you."

Tony turned to Steve as Bucky stood. "I can't forgive you either, Cap," he told him. "Not for hiding that from me."

"I know," Steve bowed his head. "It was stupid, but – "

"You were protecting your buddy," Tony interrupted. "I understand that. I just . . . " He shook his head. "One day," he said. "Maybe one day I can forgive that. Maybe one day I can trust you like I did. And maybe Barnes could earn that one day, too. But I can't do that now."

"I know, Tony," Steve swallowed. "And it was wrong. I didn't want to fight you . . . but he's my friend."

Tony considered him, then held out his hand. "So am I . . . though I think we need to work on that a bit more."

Steve looked at him, stunned, then shook his hand. "Thank you."

"And about the Accords . . . " Tony shook his head. "We all could have handled that better. I'm sorry."

"They tore everyone apart," Steve nodded his understanding. "I forgive you, Tony . . . but I – "

"You can't sign the damn Accords," Tony finished, rolling his eyes. "I know, Cap. But if I'm not turning you in, you gotta find a place to plant your ass for a while. Ross isn't gonna like that you and Barnes are still walking."

Steve turned to the time travelers. "I don't suppose you have room?" he asked hopefully.

"I believe I can help," a deep voice said, and surprised, all six turned to see T'Challa enter, mask in his hands.

The Doctor smiled in relief. "Yes, Your Highness, I think you can."

T'Challa held out a hand to the exit, and Jessie held hers out to Tony. The billionaire took it gratefully, and the seven left the bunker. "Does this place need to stick around?" Clara looked up at it.

"I'd rather it didn't," Steve snorted.

"Then we blow it up," Jessie said matter-of-factly.

Even T'Challa stared at her for suggesting that. Finally, Bucky laughed and looked at Steve. "Honestly, punk . . . you lost her to the alien?"

"Did you know, blowing up a department store is actually how I met her?" the Doctor grinned.

"I remember that," Clara giggled. "I was there. One of my other selves," she explained when the Doctor blinked at her. "I got her into the store in the first place." She grinned cheekily at him. "You're welcome!"

"You know what we gotta do," Steve turned to Tony.

"Don't let Ross catch you," he warned.

"I won't."

"Good," Tony nodded, turning to the Doctor. "The TARDIS should still be at the compound. Name the place to send it, I'll get it there."

He nodded and helped Jessie up the ramp into the Quinjet, Clara behind them. T'Challa headed to his own ship; Steve was happy to see he had Zemo knocked out in it. Bucky stopped at the top, looking down at Steve. Steve just turned to the bunker. "I am sorry," he told Tony sincerely.

"I believe you, Cap," Tony nodded, looking at him. "But demons just won't go away."

Steve turned to him. "Then let's rise above them." He held out his hand. "Never again."

Tony nodded, shaking his hand. "Never again."

Steve gave him a salute and joined Bucky at the top of the ramp, closing it. Tony took one more look at the bunker before flying into the sky. "FRIDAY, maximum force," he ordered.

"Yes, boss."

His suit fired every explosive he had at the bunker, lightning hitting from the sky a few seconds later. When Tony and T'Challa flew off, they left the HYDRA base a smoking ruin behind them.

***

And can I get a round of applause for the Third Bad Wolf? :D

So yay, no huge bad blood between Tony and Steve! Yay, Bucky keeps his arm! Yay, Steve still has his shield! And most important . . . yay, everyone (mostly) still gets along!

One more chapter left, then the epilogue!