Disclaimer: I do not own any of this. I only take credit for Lucy.

Please read this: This story starts off in 1942 during Captain America: The First Avenger and continues on to the Avengers etc. with some cross overs into related MARVEL films. I wanted to start off this early for several reasons that will hopefully become clear as you read on. Please leave constructive comments, as this is my first fic. This story will be Steve/OC (Lucy). Now please enjoy!

Her heels clicked loudly against the pavement as she hurried toward the spiffed up Modern Marvels Pavilion. A playful breeze sent her dark chestnut hair into her eyes and revealed the spotless white lab coat under her beige overcoat. The sound of a woman's girlish bell like laughter and a man's belly shaking chortle rang out from amidst the crowd. Smoke lingered in the evening air spreading the acrid smell of fireworks and mingling with the fresh sent of popped popcorn. Bright lights flashed overhead in an awe worthy display of modern amusement. But none of these displays caught the attention of the hastening blue-eyed girl. Even the announcer was ignored, his voice vibrating through the air. Her mind was focused solely on finding a certain arrogant, genius, and flirt of a best friend who happened to be sporting a new mustache. She approached the back entrance and flashed her badge to gain entrance then spotted Howard standing with his back to her in a corner holding a hand mirror and stroking his latest attempt at facial hair.

"I see the mustache is coming along nicely this time around isn't it? And just in time for the presentation too." she stated smirking as her sudden appearance startled him.

He rolled his eyes exasperated at her antics and pointedly replied, "It only took so long to grow in because someone decided to take advantage of me falling asleep and shave off half of it causing me to all start over."

She laughed unashamed and quickly hugged her long time friend. "It's good to see you too Howard, how have you been? I haven't seen hide or hair of you since you introduced me to Doctor Erskine."

Howard grinned and shook his head, "My dear Lucy, I am unveiling my new Gravitic Reversion Technology today I am on top of the world. And you" he paused twirling her, "beautiful as ever. Have you let any one of those lads take you out on a date yet or even a dance?"

Her cheeks reddened as she spun and she quickly diverted the course of conversation. Trying to hide her smile Lucy stated, "Well then I guess you have nothing to worry about then, or have you forgotten our little bet?"

"Your lack of faith in my abilities wounds me!" He exclaimed gripping his heart animatedly and stumbled back a few paces.

Her eyebrow quirked upward at his antics, "I told you Stark, one of your calculations is a bit off and it diverted all of the others, the car will not work for longer than a few seconds."

"Well Barnes, I guess we'll just have to wait and see! It's show time!" He shouted grinning as he stepped away from her, flipping on a top hat and running onto the stage.

She rolled her eyes at his exuberance and clapped along with the crowd, which let out an ear-deafening roar of approval at his entrance. Lucy watched Howard as he captured the audience with his wild promises about the gravitic reversion technology. The time had finally come, the assistants dramatically took away the tires from the shiny red automobile and the spectators watched with baited breath as Howard raised the knob causing the car to hover a few inches off of the ground. She found herself getting ready to clap, 'Maybe Stark actually fixed the problem' she thought just a moment too soon. The car wobbled in midair, sparked, and crashed back onto the stage with a deafening boom. Silence spread quickly throughout the perplexed audience.

"Well I did say a few years, didn't I?" Howard responded sheepishly to the people who sniggered and clapped anyway.

Lucy let out a very unladylike snort and burst into an uncontrollable fit of giggles clutching her stomach and leaning against a back wall, which is where Howard found her as he retired from the stage with an abashed bow. He crossed his arms and stared her down trying to keep his expression neutral. She looked up, saw his stance, and once again tittered causing his stern countenance to crack. He sighed, rubbed his neck and took out his wallet.

"Okay, okay, how much do I owe you for this debacle Lu?"

"If you had listened to me you wouldn't owe me a single penny Stark." She took the money and checked the time her eyes widening. She looked up apologetically, "It was nice to see you Howard, but I need to go, my break is over and Dr. Erskine is expecting me."

His smile softened as she prepared to leave, "Alright but we need to catch up sometime, perhaps over a coffee?" He leered playfully at his friend, and then with more seriousness, "We must get you a date Lu. You're in charge of inspecting all those soldiers and you tell me none have caught your eye?" he inspected her change in expression with the upmost sincerity.

She averted her eyes from his questioning gaze as the flash of a brilliant blue crossed her mind and answered, "No of course not, you'd be the first to know you nosy man." She replied with a slight nudge of her hand against his shoulder and a tense smile.

They said their goodbyes and she scurried off to the recruitment center. Lucy Barnes chucked fondly at her interaction with the famous, or perhaps better put, infamous, Howard Stark. She quickly brushed passed families with awestruck children and couples on romantic dates, again ignoring the multitude of fascinating inventions on display. The multicolored lights left her unfazed as she thought back on her history with Howard.

-permafrost-

She had just barely become an adult when the competition had been announced. The Stark Company had issued a challenge to the young adults of New York to complete a series of tests to win the award of the opportunity of working with the genius himself. She entered the contest without the knowledge of her brother, Bucky, and passed with an exceptional score beating out all the other competitors. She and Howard had met and hit it off straight away, him recognizing a similarly bright and eccentric mind. Instead of giving her the intended boring assistant job completely below her capabilities, he personally tutored her in the ever-changing art of researching and developing new technology. However, she found her calling to be more angled toward biological research when she met Dr. Erskine and then officially joining the S.S. R. as the good doctor's assistant.

-permafrost-

Lucy walked swiftly into the recruitment center and into her shared office with Dr. Erskine. The beige overcoat came off and she adjusted her long white lab coat, carefully tucking in a curly brunette lock of hair from her victory roll as the aforementioned doctor strolled in.

-permafrost-

Doctor Erskine is a very… interesting fellow to put it lightly was her first impression of the unconventional doctor when they were introduced. He almost always wore that same faded brown tweed jacket and with his unique way of holding conversations, Lucy was sure she had never met anyone quite like her boss. She looked up to the good doctor; not only for his brilliance, but also as a father figure as her own parents died when she was young. It wasn't all heartbreak though. James had always taken good care of her looking out for her and supporting her to the best of his ability. Her expression turned soft as she thought of her older brother. The siblings loved each other and despite their hardship growing up, they both turned into wonderful adults. Even as youths, the Barnes children were honorable and friendly. James had even saved his now best friend, Steven, from bullies in an alleyway. Granted they would have never met if it weren't for the keen observational skills of Lucy.

-permafrost-

She was always the more perceptive of the siblings. She saw a flicker of golden blonde hair reflecting the sunlight from the alley across the street, pointing out the bullies to her brother. He of course forbade her from helping him as he went to defend the scrawny blue-eyed boy. Steven "Steve" Rogers. The Barnes children had met Steve that day in the alley and the unlikely trio became fast friends. She admired Steve from that first day. His kindness and support was an inspiration, causing her to enter the Stark competition and helping her to believe in herself helping her to succeed in her position today. Of course with a new job, she saw Steve and James less and less, but every once in a blue moon she had a day off and she would go visit her brother and Steve; especially Steve.

That being said, she hadn't seen either of them in a couple months. She had only just seen James that morning when he regretfully told her he was going to ship out to England first thing tomorrow. The news wasn't a shock to her. It had been expected for some time. Her older brother was big and strong and he wanted to serve his country. Tearfully she bid him good bye while making him promise to write her every now and then. Her work with the Super Soldier Serum candidates was consuming all her time and James knew this. Thus bringing her to the peculiar expression on Doctor Erskine's face.

-permafrost-

"What is it this time?" She asked curiously taking note of the thoughtful twist in his smile.

"I think I may have just found the perfect candidate we have been looking for. But, I still want your opinion of him. Come," he gestured for her to proceed out the office door, "he's in that room over there" he gestured.

She stared at the scientist bemused, "Is that his application?" She pointed to the dull brown folder in his hands, "May I perhaps read up on this mysterious perfect candidate before meeting him?"

He chuckled moving his arm behind him and out of her grasp, "No, no I want your opinion of him without looking at the facts first. I want to know what you think of his character, remember that is the most important quality."

She shook her head and followed his instructions to appease him walking toward the examination room. The off white curtains were pulled aside to allow for a small crack. She walked in slowly noticing the tense guard and the empty examination table before her sharp gaze noticed the nervous young man sitting in the corner and her eyebrows pulled up in astonishment.

"Steve?"