Director Fury stands in the meeting room talking to all of the council members. They contacted him electronically immediately upon hearing about the direction Nick is taking to handle this new threat of Loki. They personally do not think assembling a group of super powered humans is the best way to go about the situation.

"This is out of line, Director. You're dealing with forces you can't even hope to control." One of the council members argues.

Nick refuses to back down. He knows he needs to do this, and these people will not stop him. This is the only way to win. "You ever been in a war, councilmen? Did you feel an overabundance of control?"

"Are you saying this Asgard has declared war on our planet?" Another councilman speaks up, mistaking Nick's question as a declaration of war.

"Not Asgard. Loki." Nick clears up the misunderstanding. He knows after Loki's last betrayal on the king of Asgard and on Thor, that the Asgardian won't be accepted so easily back into the society of the planet he put in harm's way.

But the answer to one question always forms new ones. Yet another council member brushes her short hair behind her ear and asks, "He can't be working alone. What about the other one? His brother."

"Our intelligence says Thor is not a hostile. But he's worlds away, we can't depend on him to help." Nick looks at each council member in the eyes. "It's up to us."

The first councilman thinks up another way to avoid assembling the group of dangerous people. "Which is why you should be focusing on Phase II. It was designed specifically for-"

"Phase II isn't ready. Our enemy is." Nick cuts off the member, knowing this topic was coming up soon. "We need a response team."

"The Avengers Initiative was shut down!" The first councilman argues back.

"This isn't about the Avengers." Nick keeps his cool, knowing he's got this wrapped up. All the loopholes are closed, there is no other way to take Loki's threat. The Avengers must assemble.

The first councilman isn't so easily persuaded though, and he argues back even further. "We're running the greatest covert security network, and you're going to leave the fate of the human race to a handful of freaks."

"I'm not leaving anything to anyone. We need a response team." Nick thinks of every one of his recruits individually, and he knows he needs them to fight, especially since Phase II isn't ready yet. "These people may be isolated, unbalanced even, but I believe with the right push, they can be exactly what we need."

"You believe?" The third council member asks, looking for a confirmation of Nick's beliefs.

"War isn't won by sentiment, Director." The first councilman seals his argument.

But, Nick has one last trick up his sleeve. "No, its won by soldiers."

***

A boxing ring sits empty except for its one occupant. A man is pummeling a boxing bag, his muscles glistening with sweat. It's the man out of time, whose name is Steve Rogers, more known to the public as Captain America. It's been about a year since he woke up from his seventy year nap, but the memories are still as clear as the ice that kept him captive.

Flashbacks haunt his mind with every punch of the bag. One moment he is in 2012, and the next he is back in World War II.

Captain America is running through the forest, dodging bullets, enemy vehicles, and the Tesseract's energy firearms. His best friend, Bucky Barnes, runs by his side, but at the next turn, he is nowhere to be seen.

Punch.

The scene changes. The Captain is back on the plane with all fifty bombs ready to be set off. He tries to think of any other way to save the United States, but only one solution is coming to him. "There's not enough time! I gotta put her in the water."

Punch. Punch. Steve's rage is building.

Steve places his compass with the image of Peggy Carter on the mantle of the plane. He slowly aims the plane toward the icy water of the Arctic. Peggy picks up her microphone and her voice echoes in his ears. "You won't be alone."

PUNCH. PUNCH. PUNCH.

The Red Skull picks up the Tesseract.

PUNCH! PUNCH! PUNCH! PUNCH! Steve can not physically stop punching the bag. His rage and pain is too strong.

"Oh my God! This guy's still alive." Everything is black in Steve's vision, but he hears a distant man's voice. All he feels is stiff and cold. He doesn't know how, but he's alive. He knows the first thing he will do when he stands up is give Peggy that dance he promised.

PUNCH!

Steve punches the bag one last time, knocking it off of its chain. The bag opens and sand spills everywhere. Steve pants, trying to catch his breath. He wipes his forehead, hangs up another punching bag, and starts to beat that one up too.

Nick Fury walks in from behind the Captain, and decides it would be a good idea to announce his presence. He doesn't want to startle the super soldier too much. "Trouble sleeping?"

Steve stops punching suddenly and looks toward the source of the sound. He sees Nick and settles down, recognizing him as the man who he first met when he woke up from the ice. He goes back to punching the bag. "I slept for seventy years, sir. I think I've had my fill."

"Then you should be out, celebrating, seeing the world." Nick says and Steve stops punching the bag.

The super soldier goes to his equipment bag and starts unwrapping the protective bandages from his hands. "I went under, the world was at war, I wake up, they say we won. They didn't say what we lost."

Nick walks up behind Steve and pulls out a file. "We've made some mistakes along the way. Some very recently."

"You here with a mission, sir?" Steve zips up his bag and turns to Nick.

"I am." Nick is glad he doesn't have to explain to the Captain why he's here. He turns the file in his hands and Steve notices.

"Trying to get me back in the world?" Steve glances at the file. He doesn't know if he is ready to get back in action, but if the need is high, he won't hesitate.

"Trying to save it." Nick hands off the file to Steve.

Steve opens the file hesitantly and the first thing he sees is statistics on the Tesseract. His muscles stiffen at the sight of the cube, and it takes all of his willpower to not fall back into another flashback. "Hydra's secret weapon."

"Howard Stark fished that out of the ocean when he was looking for you." Nick pauses to let the information sink into Steve's mind before continuing. "He thought what we think; the Tesseract could be the key to unlimited sustainable energy. That's something the world sorely needs."

Steve hands the file back to Nick and stands up straighter. "Who took it from you?"

"His name's Loki. He's...not from around here." Nick puts the file back into his jacket. "There's a lot we'll have to bring you up to speed on if you're in. The world has gotten even stranger than you already know."

"At this point, I doubt anything would surprise me." Steve walks over to the new punching bag and unhooks it. He picks it up along with his equipment.

"Ten bucks says you're wrong." Nick knows he needs to convince Steve here and now. This is his last chance. Steve starts to exit the boxing arena. "There's a debriefing package waiting for you back at your apartment. Is there anything you can tell us about the Tesseract that we ought to know now?"

Steve knows this Nick guy actually has more information about the blue cube than Steve ever did. There is one thing that he should know, though. "You should have left it in the ocean."

***

In Rouen, France, a woman sits at the piano in her living room. Her right hand shimmers with what looks like rainbow glass filling in the hole in her hand. The big window next to her shows off the cloudless blue sky, and the bright sun illuminating the music.

Every note on the piano sounds through the house elegantly, the woman never missing a beat. Playing her instrument calms her; it keeps the memories from two years ago away. The memory of losing her father to those guys that call themselves L.I.G.H.T., the memory of her nemesis, Shade, and of almost losing her friend, Luke. When she's almost done with the song, her doorbell rings followed by three knocks on the door.

The woman, whose name is Lauren Thompson, misses a note at the sound of the doorbell. She hesitantly stands up and makes her way over to the door. When she opens it, another woman stands there. She has dark hair that is put up, dark blue eyes, and is a bit taller than Lauren. She is wearing a black uniform that has a silver bird crest on the shoulders.

"Can I help you?" Lauren raises an eyebrow, her green eyes meeting the woman's blue ones.

"That would be great, but before we talk, would it be alright if I come in?" Maria Hill looks around behind her suspiciously, not trusting her current environment.

Lauren senses the tension, and understands this is a serious matter. "Sure, just watch the step here."

Maria enters the light bender's house and Lauren shuts the door. They walk to the living room and make themselves comfortable on the couches. Maria pulls out a pale file from the inside pocket on her uniform. "Nick Fury sent me. I believe you've met him before?"

The name jolts memories in Lauren's brain. She remembers assuring the agent that she'd help him when he asked for it, but now she'd rather stay out of it. "Yes, but if this is about the team he's setting up, then it's a no."

"This isn't about the Avengers." Maria hands the file to Lauren who opens it quickly. She glances over the notes on the Tesseract, and remembers reading about it in the other files Nick showed her. He told her about Captain America and the Hulk at the time.

"It was stolen?" Lauren looks up at Maria for confirmation. "In America?"

"Correct. A man named Loki stole it from a research facility. We were trying to unlock its potential for unlimited energy." Maria's voice never wavers, but Lauren can sense she's not getting the whole story.

"There are enough people in your country to help with this matter. Why come to me?" Lauren hands the file back to Maria and stands up in annoyance. "Nick told me all about Iron Man, Captain America, and the Hulk. Not to mention your countless Shield agents. I understand what's happening. This is about the Avengers."

"So what if it is?! Nick knows the recruits we have currently can not do this alone. We need you, Lauren." Maria stands up as well and slams the file on the table in front of her. "You'd rather hide over here than help us?"

"I'm sorry, but I'm not fighting. I...I can't kill anymore. Not after Shade..." Lauren walks over to her window and stares at the blue sky. " Don't even try to tell me I won't have to kill. Tell Nick that I can't. I'm not coming."

Maria keeps herself from yelling again, and turns back to the front door. "There's nothing wrong with defending your own life. I'd call that honorable. But this cowardly behavior is not what Nick described to me when he told me about you. Forget us, but humanity needs you, Lauren."

Maria leaves and Lauren turns around at the sound of her door closing. She wipes her eyes and walks over to the file Maria left behind. She opens it once again, and sees more stuff than she did last time. A silver GPS lays there, which tells the current location of all the potential Avengers plus Nick Fury. A passport and American citizenship application papers sit there as well, just waiting for her signature. Lauren laughs, knowing Nick could make her a citizen in the blink of an eye.

Along with the citizen applications, a stack of apartment papers are folded up, also waiting for her signature. Then it sinks in for Lauren that Nick, and the rest of the team, truely does need her. But is the risk really worth it? To get back in action so willingly, knowing you could cause harm. Yet, she's starting to realize that she may be looking at this the wrong way. If humanity really is in danger, maybe Lauren should reconsider her choice.

***

In the Atlantic Ocean, Iron Man straps a contraption to an energy source. He makes sure the source is lighting up before blasting out of the water. Iron Man heads off toward Stark Tower. "We're good on this end. The rest is up to you."

On the other end of the line, Pepper Potts asks, "You disconnected the transition lines? Are we off the grid?"

Tony Stark inside the Iron Man suit looks at the checklist he made on his suit's hologram. Sure enough, disconnecting the lines was first on the list. "Stark Tower is about to become a beacon of self-sustaining clean energy."

"Wow. So maybe our reactor takes over and it actually works?" Pepper's sarcastic voice sounds throughout Tony's suit, making him chuckle.

"I assume." Tony turns a corner and comes face to face with his tower. "Light her up!"

Pepper does as Tony says, and the billionaire is taken away. His tall tower lights up with the name 'Stark' lit up in white-blue, all capital letters. Pepper gasps as the room she's in lights up as well. "How does it look?"

"Like Christmas, but with more...me." Tony checks the levels of the tower one by one as he flies up to his landing platform.

Pepper checks the next thing she has to do, and decides Tony needs to be aware of this. "Gotta go wider on the public awareness campaign. You need to do some press. I can do some more tomorrow. I'm working on zoning for the next billboards."

"Pepper, you're killing me. Remember, enjoy the moment." Tony lands on the platform and starts desuiting.

Pepper chuckles silently to herself. "Well, get in here and I will."

Right as Tony's mask comes off, Jarvis gets a call. "Sir, Agent Coulson of Shield is on the line."

"I'm not in. I'm actually out." The rest of Tony's suit comes off and he joins Pepper in the main lobby. She stands at a computer, checking the levels one last time.

"Sir, I'm afraid he's insisting." Jarvis continues to try and persuade Tony, but the philanthropist is not having it.

"Close the line, Jarvis. I got a date." Tony makes it up to Pepper who doesn't acknowledge his presence. Instead, she continues to stare at the computer, hoping the levels will not fail.

"Levels are holding steady, I think..." Pepper bites her lower lip in anticipation of where the levels are going.

Tony walks up behind her and says, "Of course they are, I was directly involved. Which leads me to my next question: how does it feel to be a genius?"

Pepper quickly looks over to the man that entered the room, and holds her same sarcastic voice. "Well, ha, now I really wouldn't know, would I?"

"What are you saying?" Tony feels bad about Pepper's lack of self confidence, so he has made it his next goal to prove her otherwise. "All of this came from you."

"No, all of this came from that." Pepper points at Tony's glowing heart and his face falls in defeat.

"Give yourself some credit, please." Tony rubs Pepper's shoulders in a comforting manner. "Stark Tower is your baby. Give yourself...twelve percent of the credit."

"Twelve percent?" Pepper stares dumbfoundead at what Tony said. She turns around and starts walking up the stairs to another computer.

Tony realizes he said something wrong and quickly follows her. "An argument can be made for fifteen!"

"Twelve percent for my baby?" Pepper rolls her eyes playfully and stops at another computer.

Tony catches up with her, mumbling to himself to try and prove his point further. "Well, I did do all of the heavy lifting. Literally, I lifted all of the heavy things. And sorry, but that security snafu? That was on you. My private elevator-"

"You mean our elevator?" Pepper smirks over at Tony, making him realize he slipped up yet again.

"I-it was teaming with sweaty workmen." Tony clears his throat and plays his last card on Pepper, his puppy dog eyes. "I'm going to pay for that comment on percentages in some subtle way later, aren't I?"

Pepper pours her and Tony a glass of champagne. "It's not going to be that subtle."

She hands Tony his glass and he thinks of any way to help him out of this hole he dug himself. "You know what? The next tower will say Potts on the top."

"On the lease." Pepper goes to clank her cup against his, but Tony pulls away.

"Call your mom, can you bunk over?" Pepper laughs at Tony's childish nature.

The phone rings again and Jarvis starts to get annoyed. "Sir, the telephone. I'm afraid my protocols are being overwritten."

Tony rolls his eyes and picks up the phone. He clicks the answer button and makes his face as neutral as possible. "You have reached the life model decoy of Tony Stark. Please leave a message."

Pepper holds in her laugh as Agent Coulson tries to keep his cool. "This is urgent."

"Then leave it urgent." Tony tries to make it clear that he doesn't want to talk, but the elevator opens and Phil walks in. "Security breach!"

"Phil! Come in." Pepper walks over to the agent with Tony quickly following her.

"Phil, uh no, his first name is 'Agent'." Tony catches up with her and stands next to her.

"Come on in, we are celebrating." Pepper motions for Phil to step forward, but he only takes a couple steps. Tony mumbles something under his breath that the two can't quite make out.

Phil gets straight to the point and holds out a black folder. He holds it out to Tony. "We need you to look this over as soon as possible."

"I don't like to be handed things." Tony tries once again to be difficult, but Pepper takes the folder, trading her glass for it. She then takes Tony's glass from him and hands him the folder.

Tony sighs, defeated, and turns the folder over in his hands. "Official consulting hours are between eight and five every other Thursday-"

"This isn't a consultation." Phil finds Tony to be annoying and humerus at the same time, but he knows he needs to get straight to the point.

"Is this about the Avengers?" Pepper accidentally asks, but then catches herself. "Which I know nothing about."

"The Avengers Initiative was scrapped, I thought. And I didn't even qualify." Tony turns around and opens the folder. He heads back to his computer in order to put the information into it and look at it from his preferential point of view.

"I didn't know that either." Pepper quickly shakes her head, but Phil can see the obvious signs of Tony having told her this sometime in the past.

"Yeah, apparently I'm volatile, self-obsessed, don't play well with others." Tony starts tapping things on his computer, and Pepper confirms that she did know that point.

Phil sees what Tony is thinking, and confirms that the past was the past. "This isn't about personality profiles anymore."

"Whatever. Miss Potts, got a minute?" Tony waves Pepper over and she comes quickly. "You know, I thought we were having a moment."

"I was having twelve percent of the moment." Pepper and Tony lock eyes, knowing that the payback was served. Pepper looks back at Phil to see if he is still there and alright. "This seems serious, Phil looks pretty shaken."

"How did you notice? Why is he Phil?" Tony asks, his jealousy partially showing.

Pepper notices his uncomfortableness and decides to direct the conversation back to the matter on hand. "What is all of this?"

"This is, uh...this" Tony expands his hands and different things pop up. Holograms of videos start playing of different super powered beings. The Hulk wrecking buildings, Natasha Romanoff fighting alongside a guy with a bow and arrow, Sigma making illusions with her hands, and Captain America shielding himself from bullets. The video of the Captain is in black and white. Then there is also information about a blue cube and what it was being tested on for.

Pepper looks around at all the videos in awe. "I'm going to take the jet to D.C. tonight."

"Tomorrow." Tony looks at her with his puppy dog eyes again, but he knows it won't work.

"You have homework, you have a lot of homework," Pepper says. She knows Stark needs to get this, whatever it is, done and help Phil out. She understands it is beyond anything she knows about these super powered beings, and bigger things are at play here.

Pepper makes a deal with Tony and Coulson looks away in embarrassment. She tells Tony to work hard before heading off with Phil. "You heading toward the airport?"

"I can drop you." Phil offers as they start exiting the building.

"Oh, great. I would love to hear more about the cellist." Pepper's voice fades away as they walk into the next room. Tony picks up the hologram of the Tesseract, ready to start his homework.