Hiya guys :) So I saw Captain America: Civil War a little while ago and let me tell you, if you haven't seen it already, you NEED to. It's just an emotional, action-filled rollercoaster of feels that I really want to rave about, so if anyone wants to, drop me a line.

Anyway, got a longer chapter for you this time. Thanks for all the positive reviews on last chapter, and I hope you like this one too.

Love you guys :)


It had been raining for a while now.

Holly stared out the window, standing motionless in what Tony called the Party Floor. Outside the window, the rain fell in sheets across the city, turning everything a murky grey, while cars threw beams of light over the streets and tiny people ran across the pavement. Holly envied them their busy, normal lives, but she couldn't- in good conscience- complain about her lot now. It was her fault, after all.

And her lot wasn't too bad, anyway. There wasn't a lot to complain about when she was staying with a billionaire. She had everything at her fingertips, if she wanted it, and she was free to do what she liked. Though most of her time was spent with Tony, he had assured her that she could go anywhere she wanted in the tower, and that his car was at her disposal if she wanted to go outside. Sh hadn't taken him up on this offer yet, but she was thinking about it.

It had been two weeks now, and the only person she had met so far was Tony. Other than him, her only other option for conversation was his AI Jarvis, who she was quickly gaining a liking for. He had a dry humour like his masters', which she found fascinating.

She hadn't yet met the elusive Pepper Potts, which was understandable considering she was extremely busy running Tony's company for him, but from the way Tony talked about her, she felt like she already knew her. It was clear the man loved Pepper in his own way, and would go to the ends of the earth to protect her, and this fact made Holly like him even more. Knowing he was in love with someone dulled the womanising picture of him that she had drawn in her head and humanised him a little more.

Pepper had left the Tower the night before, to move on to another location for business, and Tony had taken the opportunity without her to play his music extra loud. As Holly had expected, without his girlfriend to remind him, he had worked through the night, and when she had left to charge herself up, he had moved on to a different project- something to do with a giant version of the battery that powered his heart. She didn't understand any of it, but she was under the impression that he wanted to power the whole tower with sustainable energy.

Whatever. At least the walls were soundproof. She didn't mind heavy rock, but she had to turn down the receivers in her ears when Tony blared his ACDC and Black Sabbath and the like. It usually wasn't her cup of tea, but she liked a few of the songs well enough to sing along to them. More often than not, though, it reminded her of the karaoke nights she used to have when she was human, and the memory made her too sad to continue. It really annoyed her that her emotions were so close to the surface lately, but there was nothing she could do about it except distract herself.

Which is how her latest idea had come about. Perusing her fathers plans and blueprints and listening to Tony's wild ideas late at night had got her thinking about design improvements, and while she didn't want to replace the last remaining evidence of her fathers work, she did want to look a little more... streamlined. More like a real person. Normal. She just needed Tony's help to go through with it, and currently she was waiting for him to wake up so she could run it by him. He had worked until early in the morning, and she had been left to her own devices all day so far, but she was expecting him to be up soon.

So she stared out the window, glancing over the city below as she waited.


She wasn't sure how much time had passed, but the heavy rain had slowed to a drizzle when she heard the elevator open and a tired voice speak.

"... seems to be doing okay, I think I'm nearly done collecting data. She won't let me do anything interesting."

She glanced over and met his gaze, noticing the creases in his face and how pale it was. His hair was sticking up every which way and his voice was gravelly and so, so tired, but when he saw her watching him he just grinned and continued chatting.

"... you're right, as usual. I expect you to be like that, but not the newest tech who doesn't even know me yet."

She smirked, crossing her arms as she started to piece together the conversation. "I know you well enough, Tony. I don't really fancy losing my head at this point in my life."

"She's sassing me!" he exclaimed into the earpiece in mock horror. "Pepper, my robot is sassing me!"

"I'm not your robot," she called as he sauntered behind the bar. "I don't belong to you!"

"Pepper, help, she's going to cause a mutiny."

"You don't need help with that, sir. I'm sure the tech in this place is capable of mutinying by themselves, hey Jarvis?"

"I am not sure if I should comment on that, Miss Brennan." The AI deadpanned.

Tony shook his head as he grabbed a glass and uncorked the scotch. "Even Jarvus is ganging up on me, Pep. You need to do someth-" He paused, expression changing, and recorked the bottle and moved it away. "No, of course I'm not drinking straight after waking up!"

"Liar!" Holly sang loud enough for Pepper to hear.

"Do you want me to adjust your voice box so you can't speak?" he threatened.

"Again, not your bot!"

Tony laughed, but sobered up long enough to bid Pepper a hurried goodbye. Once the line was disconnected, he shoved the earpiece deep in his pocket and pulled the bottle over again. "Drink?"

"Eat something first."

"I meant for you."

"And I meant for you."

"I don't recall asking you to mother me."

"Well, I'm going to want you to be sober if I let you do surgery on me."

"Ah!" His face lit up. "So you've finally decided to let me upgrade you."

"Only my skin." She walked over and slid the tablet where the plans were stored over the counter. Tony poured himself the drink and took a sip while studying them. "My father was eventually going to replace my exterior with a more elastic, realistic-looking material. As much as I love this design, I would like to look a little more like a normal person."

He waved his hand dismissively. "Normal is boring. I gave up on it years ago."

She gave him a pointed look. "You were never normal, Mr Stark. Believe it or not, I was. You were the heir of a multi-billion dollar empire. I was a sixteen year old girl who just wanted Broadway merch for my birthday. It's not really comparable."

He studied her carefully. "You really want to go back to that kind of life, don't you?"

"More than anything." She sighed and crossed her arms. "So can you do it for me?"

"Of course." He looked her up and down scrutinisingly. "You sure you want to get rid of the decoration? I kind of like seeing the tribute to me."

She rolled her eyes. "Of course you do."

"Suit yourself." He finished his drink and poured himself another one, then reached behind the bar and pulled out a packet of peanuts at her pointed look. "Happy now? When do you want to get started?"

"Well, I don't have any plans for today..."

"Sweet."

She followed him into the elevator, artificial heart fluttering as she looked over the plans again.


"Do you have any reference photos?"

"Hmm?" She looked up from the holographic plans of the tower that she had found.

"For the skin tone?"

"Oh." She shook her head. "I don't have any photos of me here. I had a kind of honey-ish, pinkish, freckly..." Suddenly, she grabbed the tablet and brought up a browser. "Actually, maybe I can get to my old Instagram. There should be a selfie on there that hasn't been heavily filtered."

He smirked and shook his head. "You're such a teenager."

"Shush, you."

"Whatever happened to respecting your elders?" he wondered aloud.

"Oh, I'm sorry." She stepped away and gave a mocking curtesy. "Shush, sir."

"Remind me again why I decided to help you?"

"Because you're 'awfully generous when you want to be' and you 'needed a new hobby'?"

He laughed. "You got me, Misteltoe. This is what I get for being nice to someone with perfect recall."

She tapped her head. "Computer brain, remember?"

"How could I forget?"

Her smile faded as the login page appeared on the tablet, and she had to concentrate to remember the details. When her profile appeared, the good mood she had built up was gone.

Scrolling through the photos, Holly was confronted by pictures of a happy, bubbly girl that she barely remembered. Selfies with friends, pictures of food, family photos, animals, events... It felt like she was looking at someone else's life. A few pictures here and there sparked memories, but they were faded and distant, as if she were remembering a movie or a story someone else had told. Had this really been her?

She brought up a selfie taken at the beach, appropriately tagged #nofilter, and passed it to Tony, who gave a low whistle.

"What?" she asked warily, expecting a comment about her bikini and ready to remind him that she was underage.

"You had one hell of a chin, you know that? I thought the angles were just part of the aesthetic, but look at your jawline!"

"Wha-" Her chin dropped, speechless. "My... chin?"

"Yeah, you had some striking features, kid. It might be a little difficult, but I think i can manage this skin thing. You do realise that I'll have to do a bit of reconstruction underneath, though?"

"Oh... I- um... Reconstruction?"

"Look." He brought up her blueprints and zoomed in on her face, highlighting the almost imperceptible layers and joints. "Everything moves the way it does because the plates and joints work like muscles. I would have to do some work under the skin to get it to move the same. But it's ok, I can work with this."

"Oh... I thought you would just put the skin layer over the top. What about the rest of my body?"

"I shouldn't have to do much with the rest, it's only because the face is so delicate..." He trailed off, looking slightly uncomfortable. "Unless you wanted extra work done."

"What do you mean?"

"I mean, you're not completely... finished, are you? Anatomically correct?"

She looked down at herself, embarrassed. "Oh..."

"I mean, do you have all your bits?"

"Tony!" Horrified, she crossed her arms over her chest and angled herself away from him. "Of course I know what anatomically correct means! And no, I don't have all my 'bits', as I'm sure you already knew after examining me for the last two weeks."

He put his hands up, not looking at her. "Ok, ok, I was just making sure. So..."

She huffed, not wanting to talk about this anymore. "So... I just want skin work donefor now. We can get to the fiddly bits later."

"Good." He looked relieved, cracking a grin and meeting her eyes again. "Cause I'm not that kind of scientist and that would be totally out of my area of inventing, and I think you'll agree that it would be extremely uncomfortable for both of us, especially if we're going to have a working relationship."

"Working... relationship?"

"Oh, right, damn." He shook his head and turned back to the screen. "Haven't gotten to that yet. We'll talk about this later, ok?

There was a perculiar sense of excitement blossoming in her chest as she echoed his "Ok," but she tucked it away for later and focused on the present situation. "So what now?"

"Now, you lie down on the bench and I'll do some fancy technical thing to plan out the changes, and then we'll get right to it."

"Just like that?"

"It'll take a few days for everything I need to get here, so I might as well get started with what I have, and that's your pretty little face."

"Huh..." She shrugged and hopped up onto the table. "Alright, then, Mr Stark. Work your magic."


In the next few hours, Holly learned more about human anatomy than she had ever cared to learn about at school. A huge diagram of a face with the skin removed was projected in the air, the various muscles and tendons highlighted, and a diagram of her own mechanical face was projected next to it for comparison. Tony had screens up all over the place, listing materials and procedures and hypothetical results of the 'surgery'. His robots, who reminded her a little of the drones NASA used on Mars, wheeled around with baskets of scrap metal from old projects, feeding them to the computer scanners to check density and elasticity and the like. Tony himself spent the whole time either trying to explain to her what he was doing in laymans terms, or muttering to himself as he multitasked on various screens.

What she had got out of all of this was that he was going replicate facial muscles to go beneath the new skin, which would give her freedom of expression and look less clunky and more like a real face. He was also going to create a more advanced nervous system, implanting the new skin with electronic nodules that would function as nerves. She already had limited feeling on some parts of her body, but this operation would increase the sensitivity and function much better than her father's amateur design. It was a serious undertaking, but if he was willing to do it for her, then she was completely down for it.

Late in the afternoon, Tony decided to take her face off. Both of them had been resisting this part for a while, but now that he had the basic outline of what he wanted to do, and he had selected the materials he needed, there was no point delaying it. It took a bit of time, and at one point they were afraid he might have to remove the metal covering by force, but eventually they found the tiny latch right behind her ear lobe that triggered the release mechanism.

As she lay down, ready for him to start the procedure, she caught a glimpse of herself reflected on the stainless steel bench and had to laugh. She was all eyeballs and teeth and wires and blinking lights, and it reminded her of a similar scene in a movie about a robot, except she wasn't going to scream and make a fuss.

It all felt very surreal to Holly, lying on the bench, staring at the ceiling as Tony fiddled around on her face. Bit by bit, he started to insert parts inside her head until he got to a point where he told her she would have to go to sleep. "This is going to be more complicated than I thought," he said, frowning, and she nodded without complaint and switched herself off.

The next time she opened her eyes (if that was the right word, since she didn't have any eyelids at this point), Tony was sleeping in his chair, head tipped back and a screwdriver in his hand. The lights had dimmed a little, and she knew that it was late at night. Sitting up, she looked at her reflection again and found her face filled in exactly as the diagram had showed. She looked like a metallic version of a skinless face in an anatomy textbook.

She smiled, but stopped almost immediately; the new muscles allowed her the movement, but it didn't look like smiling yet. No matter. The skin would look beautiful when it was finished. Shrugging, she slid off the bench and wandered around until she found a compatible cord, and plugged herself in for the night.


It felt like she hadn't even powered down before she dragged herself out of a nightmare with a start and a groan. Once she had sptaken a few deep breaths and steadied her racing heart, she saw that Tony was standing up, hunched over the bench with his eyes squeezed shut, and suddenly she knew.

"Do you get nightmares too?" she asked quietly from where she was sitting on the floor.

He breathed out, tightening his grip on the bench before letting it go and sinking back into his chair. "Ever since Afganistan."

"Do you want to talk about it?"

He waved a hand dismissively, but she could see it was still shaking. "Not much to tell. Explosions, dark caves, people dying, me dying. The basic stuff."

"Doesn't sound basic to me." She leaned back, staring at the wall. "I see my brother die pretty much every night. That little red car wrapped around a tree, his managed body in a hospital bed. No matter how many times it see it, it always shakes me." She drew her arms around herself. "Though tonight, I dreamed of skinless faces, so, go figure."

He sighed, chucking the screwdriver on the bench and pulling himself out of the chair. "That's messed up, kid. I think I need a drink."

"Only if it's water."

"Go back to sleep."

He wandered out of the room, and Holly sighed and shook her head. "Is he always like this?"

"Sir is relatively consistent in his behaviour." came the soft, computerised voice of Jarvis.

"Don't you worry about him?"

"Sir's actions are his own choice. I am only here to advise him."

"I suppose..." She let her head fall against what she was leaning on with a thunk. "Do you ever get nightmares, Jarvis?"

"I have not yet malfunctioned enough to cause a feedback loop, but theoretically I suppose I do have the ability to dream, and consequently, to have nightmares."

"Well, you're not missing much. Especially when you're forced to relive less than pleasant memories every night and risk overloading your circuits."

"Are you..." The AI seemed to pause and consider his next words. "...feeling quite well, Miss Brennan? Is there anything I can do for you?"

She smiled and closed her eyes. "That's sweet, Jarvis, but there's nothing you can do at the moment. And as for how I feel... I'm tired. I'm going to see if I can charge up some more. Just keep an eye on Tony, ok?"

"Very well. Goodnight, Miss Brennan."

"Night, Jarvis."


When she next woke, it was mid morning. Holly stretched and pulled out her cable, picking herself up off the floor and looking around the abandoned workshop. "Morning, Jarvis. Where's Tony?"

"Sir is currently sleeping in the bar."

"That man..." She frowned, then stopped and lightly touched her bumpy new face. "Hey, I can actually move my face now. Cool."

She made her way up to the bar to find Tony slumped over a glass of what looked like whiskey, and the sun shining over the city for the first time since she arrived. She stood at the windows, looking out across the buildings and tiny people and the blue sky, for a while. It was strange, now, looking at the endless blue and allowing herself to be calmed by it. Her life had been so full of fear and panic and anger from the moment she was activated, and now this bright, new day felt like a luxury.

She turned away and wandered to the bar, where she closed the bottle, emptied the glass and filled it again with water. Then she shook Tony's shoulder gently until he shifted on his chair and looked up blearily. "Ugh, yes, what?"

"You look like death warmed up," she greeted him, and moved the glass closer. "Drink some water."

"Well, you look like a skinless face," he answered back, and took a sip.

"I think you did a great job, honestly. The workmanship is superb."

He grunted and rubbed his eyes, then started as a ringtone sounded. Pulling out his phone, he made a face at the caller ID and answered it. "New York City morgue?" A moment, then, "God, can you wait till I wake up first?" He put the phone down and downed the rest of the water, then stretched and cleared his throat before picking it up again. "Ok, shoot."

Holly waited, listening to the faint voice on the other end and watching at Tony's expression changed from pained and hungover to serious and slightly annoyed. Whoever this call was from, it was important.

"I'm sure I can manage him." The disgust was plain in his voice. A moment later, he chuckled. "That's why you called me, though. It's what I do best." He met her eyes briefly. "I'm in the middle of a project at the moment, but I'll get to it in the next few days. No, I've got his number. Yes." He listened a bit longer, then hung up and sighed. "Well, this should be interesting."

She was very curious now. "Work?"

He shrugged. "Of sorts. I'll have to leave after I've done your skin."

"Where are you going?"

"To annoy an annoying guy."

"Ah, perfect job for you."

"Agent seems to think so."

She paused. "... Agent?"

"Forget it. Top secret spy stuff. I'm already over it." He reached for the whiskey bottle and poured himself a glass.

Holly sighed and slid into the chair next to him. "Are you alright, Tony?"

"Besides a killer headache, I'm just peachy."

"Whiskey won't help your headache."

"You don't say?"

"Actually I do. But fine, if you want to ruin your liver instead of facing your demons, be my guest. I can't force you to be reasonable."

"And what about you?" He swivelled to stare after her as she turned to leave. "You tell me to face my demons, but you can barely think about your brother without having a panic attack! Who are you to tell me how to deal with my problems?"

She narrowed her eyes, clenching her hands. "You're right. But the only difference is, I will literally overload if I get too emotional. Do you understand that concept, Tony? My systems cannot handle the stress. My staying in control is a matter of life and death. And I know control isn't something your rich, party-boy, alcohol-addicted brain is capable of understanding, but that's the way I have to live my life. So forgive me if I don't sympathise with you for handling your mental problems with avoidance and vice, because at least you have a choice." With that, she spun around and stormed into the elevator, anger and exasperation settling inside her like a heavy lump.

Its wasn't her job to keep Tony on the straight and narrow, she fumed. It was Pepper's, and when she wasn't there, he was free to as he liked. She didn't know why it annoyed her so much, or why she even cared what he did with his life, but it was clear that she wasn't going to get through to him anyway, so there was no point in even thinking about it anymore.

The irritation didn't go away, though, and so when she found herself in her room she immediately brought up the screens she had had installed soon after moving in. She spent the next few hours looking up all her old friends, trying to reconnect with a life she barely remembered in an effort to stay distracted... and maybe figure out who she was supposed to be now.


Wasn't sure where to end it, so I'll just leave it here. I wanted her to start moving forward with her life, so I thought adjusting her appearance would be a good start. I also thought she and Tony needed to have a little spat, because i felt it wasn't realistic for them to be getting along so well when she didn't actually like him in the first place, but whatever. You be the judge. What did you think?

Also, can anyone tell where I've placed this in the MCU? What's Tony going to do next?

I look forward to hearing your reviews :)