Disclaimer: I do not own The Avengers or any characters associated with the franchise. No monetary gain is had from this publication.

A/N: I'm feeling a little melancholy and this came out. It's got werewolf elements, A/B/O elements, totally OOC Loki, and maybe even character death. If it stays a one shot. It could be continued, but I may just leave it here. I'm still undecided.

Loki was dying. He could see it in the quietly desperate looks on the faces of the midwife and the other healers that she'd called to the room shortly after his last baby had cried out with indignation after having been born. The cries of his three healthy pups had been the most beautiful sound he had ever heard, though his mate's smooth, deep voice was a close second. And either was certainly preferable to the tremor of the Elder Omega, Peggy's, voice as she stroked his hair and spoke to him of how beautiful the babies were, how strong he was to have carried them all so well and birthed such beautiful, healthy children. He'd heard the same words come from his own mouth as he soothed an omega after all signs pointed to the fact that he or she had probably just given their own life to bring new ones into the world. He'd seen the same look on his mother's face as she tried to stop bleeding that wouldn't cease without worrying the birthing omega unnecessarily. It hadn't happened often in the Asgard Pack, usually the births went just as they should have and were cause for nothing but celebration, but he'd been present for two occasions when the birthing hadn't gone as it should have and the omega had been lost. Losing an omega at what should have been the happiest of times put the entire pack into mourning for weeks, as it should have. Loss of life was always a cause for mourning. He wondered if anyone in Nor'easter Pack would mourn him. He wondered if Steven, his beautiful, wonderful Steven, would.

"Do you want to see them, darling?" Peggy cooed to him softly, gentler than he'd ever heard her, as she continued to stroke his hair away from his face. He was exhausted from the birthing, that he knew was normal, but he could also feel other signs of his body failing now. He could barely keep his eyes open and the tremors running through his body were not fatigue, they were chill because he was losing blood.

"Steven," he whispered, almost desperately, knowing what he was asking for, "Please, Peggy. Steven."

"It's not done, Elder," the midwife practically hissed.

"For a dying wish we can bloody well change the way things are done," Peggy growled in return, "Someone fetch the High Alpha now! Tell him his omega calls for him!"

"But, Elder, if he goes into an alpha rage…" One of the healers was understandably nervous.

Loki felt the laugh force itself out of him, half sad, half resigned, "He won't…" He hoped that Steven was fast in coming to him, it was getting hard to breathe, "He would have to love…me for that."

"Darling," Peggy's gasp of dismay and distress almost sounded real to him. He turned his eyes to her and was shocked to see the tears rolling down her age-lined cheeks.

"It's alright," He reached up, though it was a strain, and wiped some of the tears away. He didn't have long and he wanted her to know that he forgave them all, that he understood, "It's fine. I always knew I wasn't here to be loved. If the pups are healthy I consider my role…complete."

"Oh, darling," Peggy held him close to her chest, rocking him, as his mother used to when he was young. If he closed his eyes, he could almost imagine that she was the one holding him.

It had always been a possibility that he recognized that he would be mated to another pack to form a political union. He was, after all, a second son and a male omega, considered a rarity and something of a prize. Still, it had been difficult to hear himself reduced to a bargaining tool when his father and the Second Alpha of the Nor'easter Pack were negotiating their alliance. Nor'easter, sometimes called The Avengers, was bigger, more powerful, if more recently established. A group of strong wolves, alphas, betas, and omegas alike, had banded together as a pack not too many years before, all brought together by a need for justice after atrocities committed by a twisted pack that called themselves The Hydra. The Hydra were a pack of wolves dedicated to the idea that they were genetically superior and, therefore, meant to rule those who were not. They'd torn across the North American continent, killing alphas and betas who didn't fall in line, kidnapping omegas to use as nothing more than incubators for their pups. They'd run experiments on prisoners, always striving to create a more perfect wolf, and in the process, they'd created some monstrosities, no longer human or wolf, that had no free will and did only as their creators bade.

There were rumors that The Avengers had all been touched in some way by the darkness of The Hydra. That one beta's parents had been killed by them as they attempted to protect him, that the alpha who would become High Alpha had lost who would have become his mate to them, that another alpha had been raised by them to become one of their warriors but had escaped when she'd fallen for an omega they tried to kill, that one, neither alpha nor omega nor beta, perhaps not even a wolf any longer, was a survivor of one of their experiments, himself. None of the rumors had ever been confirmed as none of those who had become the first packmates of The Avengers had ever spoken of their pasts to anyone outside of themselves. But, one thing was for certain, whatever their reasoning, once they'd become pack they'd taken the fight to The Hydra. They'd picked up pack on the way, those able to fight doing so, those unable being protected, until The Hydra was gone and all that was left was The Avengers. Then, they'd settled in the North Eastern part of North America. The Hydra had decimated the packs in the area and the small ones that remained were happy to be absorbed into a large pack for both the safety and the comradery. The Avengers had wanted to start again, and so had retired the name they'd taken in wartime. They had become the core of Nor'easter Pack.

It had only been natural for Odin, High Alpha of Asgard Pack, to seek out an alliance with them once they'd established themselves as a permanent pack. They were powerful. Asgard Pack was powerful in its own right, and deep-rooted, but it was also small and isolated. Should ever another pack choose to challenge Asgard, the pack needed strong allies. As it was, there were no packs stronger than Nor'easter. To secure the alliance Loki had been offered and accepted and he'd gone along as a good omega son should, though his mother and brother protested and offered to find any way they could to keep him with them. But, he'd been told them that he had accepted his lot, that he was content to go. Why wouldn't he be? He'd never truly been accepted by Asgard Pack, as he'd been adopted from Jotun Pack to secure Asgard's alliance to them before the Jotun's had been devastated by disease and the remaining had been absorbed into Vanaheim Pack. He'd always been mistrusted even though he'd been adopted as a pup, and Odin and the rest of the pack had never warmed to him. He knew his mother, Frigga, and his brother, Thor, loved him, but he'd been eager to, perhaps finally, be part of a pack that could accept him as he was with no prejudice about where he'd come from.

He should have known that his luck just wasn't that good. The Nor'easter Pack hadn't been cruel to him. They hadn't even been unkind. In the time between his arrival and his heat he'd been treated as a kind of non-entity by all of them, not to be trusted or mistrusted. Not welcomed, but not shunned. Conversations would cease when he walked by. His questions were answered with as few words as possible before backs were turned as soon as socially acceptable. His attempts to find something to occupy his days as he had in Asgard Pack, by planning social events or organizing schooling for the children, had been met with a cool indifference and dismissal from the other omegas, even Elder Omega Peggy, who had seemed to like everyone as long as they tried to contribute. The only one who'd shown him even a little kindness had been Steven, his mate-to-be, the High Alpha, but it had felt like he was holding back, like he didn't want to allow himself to feel anything but the same indifference his pack felt for Loki. He'd acted pleasantly when they'd walked in the gardens, supervised by his High Beta, Samuel. He'd been ever the gentleman and seemed to enjoy what Frigga had always assured Loki was a very pleasant wit, but as soon as the allotted time for their meetings was up he was gone as if he couldn't wait to get away.

After a month of loneliness, except for that one special hour of the day when Steven spoke to him as if they perhaps someday might become friends, he finally went into heat and he and Steven were mated. He'd been mortified when his heat was over, at how needy he had been, but he'd been so desperately touched starved that it had just made his heat that much worse. He'd felt pathetic, but had been looking forward to the fact that Steve would have to keep touching him to assure that he was bred properly. But, again, his luck hadn't held. Just two weeks later Elder Omega Peggy had confirmed that he was carrying.

His pregnancy had been both a joyous and continually lonely time for him. He was spoken to more, but the same questions every time, and only to verify his health or the health of the pups in his womb. Steven touched him more, but again, only to lay a hand on his body over where their children grew. Somehow, though, in the months that their children were growing, Loki had come to see the High Alpha for who he truly was. Steven was a good man, a strong wolf, who held power not because he wanted it, but because he had the strength of body, mind, and heart to hold it without allowing it to corrupt him. There was a genuine goodness in him that Loki had only ever seen before in his brother. And, despite knowing that Steven did not love him, probably never would, if the rumors that his intended that he'd loved more than life had been killed by The Hydra were true, he'd fallen in love with him completely. He ached for him even though Steven hadn't tried to come to his bed since the pregnancy was confirmed. He tried to show Steven his love by keeping his rooms, his bed, bathing room, and office, as clean and pleasant as he could. He kept attempting to become part of the day to day life of the pack that only wanted him for the pups.

He didn't want his pups to grow up ostracized as he had. With how many of the pack loved their High Alpha, how many of them asked after the pups in his womb, he hoped that they wouldn't be. He hoped that if he just kept trying, maybe someday they would accept him. Even if they couldn't accept him, hopefully his efforts would make sure that they would accept and love the pups. He loved them so much. They'd been the only thing that kept him from despair in the months he carried them. He loved them, and the man who had given them to him, enough to remain hopeful, even if somewhere in the back of his mind he thought that maybe dying while giving birth to them would be the best thing he could do for them. Then, they wouldn't have to grow up with him as a shadow over them. They would just be the High Alpha's pups. Not the High Alpha and the Foreign Omega's pups.

The thought gave him comfort as Steven burst through the door to the birthing room.

"Loki?" Steven approached him as if he were afraid to touch him, moving slowly toward the bed, his eyes darting around as if trying to understand what was happening.

"Steven," Loki felt bolstered by his presence at least enough to reach out to him. Surely, his mate could not refuse to touch him now. But, Steven didn't reach back. Loki had his pride, even in dying, and moved his arm instead so that he was gesturing toward where their pups were laid, resting now, at the foot of the bed, "You have three…beautiful pups."

"Yes, they're gorgeous." Steven looked at them for a long moment, and then brought his eyes back to Loki, "And how's my best guy doing?" He asked gently. Loki felt his heart stutter and couldn't tell if it was because of love or his failing body. Steven had never called him by any kind of pet name before.

"Steve," Peggy's voice was strong enough that it seemed to wake Steven from whatever trance he seemed to be in, "Come hold Loki now, love. He…" His mate didn't even let her finish before he was moving to the bed and taking Loki in his arms. Loki felt like a ragdoll as he was passed from Peggy to Steven, too weak to help at all, but he allowed himself a sigh at Steven's warmth, at being surrounded by his beloved scent. Sunshine and something vaguely metallic that Loki had never been able to place.

"Peg?" Steve asked, a wariness in his voice that Loki couldn't place, "What's going on? Why is he so cold?"

"He…" Peggy was very gentle as she set a motherly hand to the stop of Steven's head. Loki's vision was blurring, but he could see the healers leaving the room, leaving only the Elder Omega and the pups with the High Alpha and himself, the High Alpha's dying mate. Even in a full-on alpha rage instinct would prevent him from hurting any of them. He really didn't think they had anything to fear, but he supposed whatever made them most comfortable.

"Steve, the labor was hard and long. Longer than most. And the damage done to Loki's body was substantial. He lost a lot of blood before it could be stopped."

"That's okay," Steve pressed a kiss to Loki's forehead for the first time and it made Loki's heart stutter again. At least he would have these moments. "You can rest as much as you need. The pack will help us get you back on your feet."

"Steve," Peggy's voice was mournful, "You're not understanding, love. Loki lost too much blood. The damage was too severe. Seeing you is his last wish."

"Last…no…" Steve whispered, then almost yelped as if someone had struck him, "No!"

"Steven," Loki used the last of his strength to place his hand on Steven's cheek and was grateful when his mate laid a hand over his own to keep it there. He could barely draw enough breath for words now and knew the time was close, "My mate."

"My mate," Steven's tears were streaming down his face and Loki felt selfish that they made him feel loved, "Please don't go. Please," He nuzzled Loki's temple and whimpered pitifully, "I love you."

"Love?" Loki blinked and it felt like an eternity to open his eyes again to meet Steven's, "You…love me?"

"So much!" Steven assured him, "I was afraid to. I didn't want to. Not after what happened to…But, you…You're so beautiful and smart and funny. I couldn't help it! But, I was so scared that if I said it or showed it too much you'd be taken from me, too and I…I…"

"You have…made me so…happy," Loki assured him, "I will…die…at peace."

"No, you can't! I won't let you!"

"My alpha…" Loki felt, more than saw, the world growing dim around him and knew that his time had come to an end. But, Steven loved him and he'd given Steven three beautiful, healthy pups. He was content but for three last words he knew he had to say.

"I…love…you."

He almost imagined that he heard Steven howl with pain and grief just as the world faded and there was nothing more.