"So, you're from the forties, huh?" Michelle glanced at Steve, sitting against the door he hadn't even managed to put a dent in.

He raised an eyebrow. "Is this what we're gonna do? We're just gonna talk? Really?"

"Well, I figure we've got all this time now. And I highly doubt Tony and Betsy will let us out until we do, so, may as well. " She shrugged, trying not to flinch at the clear irritation in his voice. "No point in waiting for later." She glanced at him and then looked down at her knees folded in front of her. "It's always later for us, isn't it?"

"I don't get you, Shellie. One minute we seem to be moving along just dandy, and I'm thinking 'hey, this dame might actually like me' and then suddenly you're pulling rank on me and doing everything in your power to avoid me." Steve closed his eyes and leaned his blonde head back against the cool metal of the door. "I just don't understand women."

Michelle gave a wry laugh. "You never will, Steve, because here's a secret."

Steve's eyes popped open and Michelle slid a bit closer, leaned toward him and lowering her voice whispered. "We don't even understand ourselves."

His eyes widened and she nodded her head in confirmation before leaning back again against the wall. "So, you're from the forties, huh?"

This time Steve chuckled. "Yeah, yeah I guess you could say that. Though you could also say I am from the twenties and thirties as well. I spent more time in both those decades."

"I've got a lovely navy blue velvet ball gown from the thirties." Michelle tucked a strand of blonde hair that had fallen loose from her updo behind an ear. "I love old things." She stretched her legs out in front of her and crossed them at the ankles. "Still, much as I think I'd love to time travel, when it really comes down to it I'd never want to live in any other time but now. Maybe the future."

Steve finally looked at her, seeming to forget his previous anger and frustration. "Why's that? From what I know about you, you seem to like vintage things. Leastwise, I thought you did for a while there."

"Like I said I do love old things." Michelle rolled her head to face him. "Movies, clothes, music, customs and courtesies—"

"People?"

Michelle smiled at Steve's leading question. "Generally speaking, yes." She raised a hand to forestall his next question. "But women have never had as many freedoms as we do now. Think about it, Steve, if you go back to any time in history you'll be fine. You're a Caucasian male. Whereas me, well, I'm white, so I've don't have to worry about race discrimination, but gender discrimination? Whoa boy."

"But they let women join up during the War. I remember, it was to free—"

"—a man to fight. I know. And they did." Michelle shook her head. "For years women were told that they could do everything just as good as a man – a new and radical concept - but then as soon as World War two ended they were told to get their butts back in the kitchens and return to the status quo."

"Yeah, but it didn't stay that way. I mean look at you – you're a pilot, and a squadron commander, and…" Steve trailed off as if understanding that he was making Michelle's point for her.

"Exactly. I can be all these things now, but Steve, twenty years ago women couldn't even fly in the military much less be a CO. Hell, the first female squadron CO in the Marine Corps took command last year. Who knows when one will be a group or wing commander?" Michelle shrugged. "So you see, other than maybe going back to catch a Beatles concert, I think I'll stay firmly planted in the modern day and just continue to watch classic films and wear vintage clothes."

"The beetles?" Steve looked confused again.

"It's a great band from the sixties. Shame you missed that. They're my favorite." Michelle reached for her phone to play him an example, but then remembered Betsy still had it.

"They named themselves for an insect?"

"Well yes, but it's clever because they used a bit of a pun by spelling it b-e-a-t-l-e-s instead of b-e-e-t-l-e-s."

Steve bent over his knees and laughed loudly.

"Oh come on, it's not that funny."

"No, no, I'm sorry." Steve grinned broadly and tried to stifle another laugh. "It's just that when I first met you, your bag had The Beatles written on it and I remember thinking this modern world was going to hell in a hurry if people these days couldn't even spell a simple word like beetle correctly."

Michelle chuckled. "Next you'll be telling me you chased the neighbor kids away with a rake, yelling at them to get off your damn lawn!"

"Only if I had a lawn, otherwise, yes, probably." Steve's shoulders shook as he laughed again, and then leaned his head back with a sigh. "Lord, I'm old."

Michelle closed the distance between them, acting on instinct, ignoring all the reasons running through her mind why this was a bad idea. She picked up his hand and gave a firm squeeze. "Good. I like old things."

Steve smiled and squeezed her hand back. "Does this mean we're friends again?"

"Yes." Michelle bit her lower lip and looked down. "I'm really sorry, Steve. I was just so overwhelmed with taking over command of the squadron and trying to put it back to rights, and Coulson dying, and… and…"

Steve just looked at her encouragingly and Michelle screwed her eyes shut.

Oh, the hell with it…

"And quite frankly the idea of who you are – Captain America! It's just a lot to take in." She peeked at him out of the corner of her eyes. "Forgive me?"

He gave her a dazzling smile and squeezed her hand again. "There's nothing to forgive, Shellie. I understand, trust me." He released her hand, but before Michelle could lament the loss of the contact he settled his arm over her shoulders and pulled her close. "I feel overwhelmed about living and adjusting to this new day and age, losing everyone I ever knew and... loved. Then losing Coulson right off the bat, and the alien invaders…" He looked down at her and gave a wry smile. "And not least of all meeting a doll as accomplished as you, well, to be honest, you can be a bit intimidating."

Michelle tipped her head back and laughed. "Now I know you're pulling my leg."

"No, it's true! You are a very forceful and engaging woman – you'd be intimidating to just about anyone, male or female." Steve's expression sobered. "But back to my original point, I know how you feel, kind of. And I found that despite how overwhelming everything was, your friendship helped me feel grounded. So maybe, instead of pushing someone away…" he gave her a gentle nudge, "…you should give them a chance and see if they can help you out some."

Michelle blushed, feeling both embarrassed and chastised; knowing she deserved far worse, but so grateful she hadn't wrecked things completely.

Just then the opening cords of Benny Goodman's "Goodnight My Love" sounded in the room from overhead.

Michelle closed her eyes and leaned her head against Steve's shoulder giving an embarrassed laugh. "Like they couldn't be more obvious, could they?" There was no way it could be lost on Steve what Betsy and Tony were trying to accomplish here, especially by playing the only song Michelle and Steve had ever danced to.

Steve stood up and extended a hand. "We shouldn't disappoint them, then, should we?"

Feeling her heart race, Michelle took his hand and allowed herself to be pulled to her feet. "Well, I have always thought it would be cool to go swinging in old New York. But I'll settle for dancing with you."

Steve lifted one corner of his mouth in a lopsided smile and led her to the center of the room. "I'm all that's left of old New York. Except for maybe some buildings. And those don't dance."

Michelle laughed at that, but stilled as Steve placed a hand just above her waist, pulled her close, and began leading as the lyrics started.

Good night, my love, the tired old moon is descending.

Good night, my love, my moment with you is now ending.

It was so heavenly, holding you close to me.

It will be heavenly to hold you again in a dream.

Michelle swallowed around a lump in her throat as Steve expertly led her around the room, confidant and not at all shy as he'd been the first time they'd danced. And yes, that electricity was there again, only stronger.

The stars above have promised to meet us tomorrow.

"You've been practicing," Michelle murmured against his chest.

Till then, my love, how dreary the new day will seem.

"Yes, ma'am. I hoped…" Steve's step faltered momentarily, but when Michelle looked up at him he smiled, and kept leading them around the room.

So for the present, dear, we'll have to part.

He raised his arm in a clear invite for her to spin, which she took, and then brought her back in close, rather than leading her into a pass by or another turn.

Sleep tight, my love, good night, my love,

She looked up into his clear blue eyes, and he held her gaze.

Remember that you're mine, sweetheart.

The song came to an end, but Steve didn't release her, and Michelle found she was grateful for the closeness. In this moment he wasn't a colleague, Captain America, her silly crush, or anyone other than Steve.

Sliding his hand up from her back he settled it on the base of her neck, his calloused fingers brushing the soft hair that had fallen loose from her bun. Steve regarded her with what appeared to be caution, but the moment passed and he leaned in. Michelle knew what he wanted, and also knew that if she didn't meet him at least halfway the moment would pass like it had at Ella's, and she was certain it wouldn't come around again.

Standing up on her toes, Michelle tilted her head up to meet his, and closed her eyes. His lips softly brushed up against hers and Michelle felt her barriers slowly begin to come down as she leaned closer to Steve.

The whooshing sound of the door sliding open startled them both and Michelle looked behind her.

Dr. Banner stood there, hands held out before him apologetically. "Whoa, sorry."

"I'm not!" Tony leaned around Bruce and snapped several pictures of Michelle and Steve still locked in their embrace.

Jarred from the moment, Michelle threw her arms up in front of her face and pulled away from Steve, who reluctantly let her go.

Heart racing, she looked around the room, at Steve's flushed face, Dr. Banner, and Tony… Tony Stark. Ironman. The Hulk. Captain America. Her breath accelerated and fighting the welling panic building in her chest, Michelle looked at Steve once more and shook her head.

"I'm sorry, I can't do this."

Then she fled from the room.

Steve stood there dumbly for a moment trying to process what had just happened. He'd kissed Michelle and she'd certainly kissed him back. But then Stark had to bust in and ruin it—

"Hey Capsicle, what are you doing?" Stark exchanged a look with Dr. Banner.

"Yeah, Cap. Go after her." Bruce indicated the direction Michelle had run with a nod of his head.

Steve blinked then smiled as he pushed past his fellow Avengers.

I let a girl I cared for slip away before – I'm not gonna do it again!

It was raining.

Of course it's raining!

Michelle ran down the street, grateful she'd stuffed a pair of ballet flats in her bag – there was no way she could have made it out of the building and down the street so fast in her heels.

And away from Steve.

What was I thinking, cuddling with him? Dancing with him? Kissing him?

When they were alone things seemed so clear and simple, but as soon as she saw him in the context of who and what he was with his fellow Avengers, she panicked.

How can I be with Captain America? It's too much pressure. It's too much responsibility!

No matter what happened, whether they stayed together or broke up, she would forever be known as "Captain America's girlfriend" and cease to be LtCol Michelle "Sample" Smith, USMC.

She ducked under a shop awning, out of the rain, and leaned against the window. Looking down at her dress she sighed, it was definitely ruined. But that was the least of her concerns at the moment – finding a cab in the rain this late at night would be nearly impossible.

Scanning the empty street before her, she dashed out into the rain, rounded the corner and smacked right into someone's chest.

"Oh, excuse me—"

"I'm so sorry—"

Michelle sighed as Steve bent over to pick up her sodden purse from the puddle it fell into. But he didn't hand it to her, instead setting it out of the rain in a doorway. He just looked at her then, and she met his gaze full on, watching as rivulets of water streamed from his hair down his face.

He stepped closer and she backed up.

"What are you so afraid of?" Steve cocked his head to the side, a sad look crossing his features.

"I'm not afraid."

"Then why do you keep running away?"

Michelle brushed the wet strands of hair from her face and frowned. I need to stay strong! "Steve, if I date you, everyone would know. You're too famous for them not to."

"So?" He crossed his arms, clearly not accepting that as a reason. But at least he didn't deny that would be the case.

"So? I'd be defined by my relationship with you, and not my own actions or achievements. I'll always be that girl who dated Captain America, once upon a time."

He blinked, seemingly surprised by her words, but after a moment of consideration shook his head. "No, maybe to the general public that'd be the case, but in the Marine Corps, and certainly in S.H.I.E.L.D., you'd be defined by your own merit." He cocked his head to the side. "And you know that. What are you really afraid of, Shellie?"

Michelle turned away and lowered her head, suddenly feeling naked and exposed. "The same thing every girl is." She lowered her voice, almost ashamed to admit it. "A broken heart."

She felt his hands come down on her shoulders as he gently turned her around. "Is that all?"

"That's a lot, Steve." Michelle peeked up at him through her wet eyelashes. "Broken hearts hurt quite a bit."

He slid his hands from her shoulders down to her back, pulling her closer. "I've made this mistake before, and this time I'm not waiting for a war to be over. I want to see if this will work before we give up."

"But what if it doesn't work?" Michelle lowered her head and swallowed around a lump forming in throat.

"Then we'll still be friends and colleagues." He tipped her chin up with a finger and smiled. "I may not be the 'right one' for you, but we'll never know until we try."

Despite herself, Michelle felt her mouth pull up in to a hesitant smile, and that seemed to be all the invitation Steve needed. Bending down, Steve slanted his lips across hers and Michelle's eyes widened in surprise. Surprise quickly turned into a fire of unlocked emotion as he pulled her closer and deepened the kiss.

She closed her eyes and swung her arms around his neck, one hand running up into his slick wet hair, and the other pulling him tighter to her. She nipped at his lower lip and felt him drawback momentarily in surprise. Then he smiled against her mouth as he ran is hands along her back and down over her hip, pulling her closer and fitting her body flush with his.

Oh goodness… Michelle pulled away and leaned her forehead against Steve's, panting heavily. And he's never dated a woman before?

She giggled and Steve, though probably not understanding why, laughed along with her and hugged her tightly.

"So, can I say that you're rationed now?" Steve raised his eyebrows, waiting for her answer.

"I'm what?" Though Michelle was pretty sure she knew what he meant.

"My steady."

"Your girlfriend?" Michelle clarified.

"Yes, ma'am." Steve smiled, and Michelle couldn't help grinning in return. But before she could answer the roaring sound of a landing quinjet overtook them. Michelle clung to Steve to keep from being blown over, and he turned their bodies so that he could shield her from the worst of the blast.

"Get in Cap. You too Sample." Agent Romanoff's voice blasted over the quinjet's PA. "This is a level seven."

Michelle and Steve exchanged a glance.

"Again?" Michelle asked and Steve shrugged in response. He clearly didn't know any more than she did. A roar sounded overhead and they looked up through the rain in time to see Ironman blasting away from the tower toward the direction of the helicarrier.

Michelle retrieved her purse from the doorway then turned around to find Steve standing before her with his hand held out.

Smiling, Michelle grasped it in hers without hesitation, and together, they ran up the ramp of the quinjet.

~The End~

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