I finished watching the Punisher about a month ago and felt inspired to write the events leading up to the infamous 'elevator scene'. Their performance was so amazing, with so much emotion conveyed but hardly any talking. I was instantly intrigued! This fic is my interpretation of what Karen was going through during that scene. I hope you enjoy reading it as much as I enjoyed writing it! :) Let me know what you think in the reviews!

Smoke, blood, and kitchen grease. The smells permeated the air around Karen as her other senses struggled to catch up after the explosion.

After Lewis blew himself up.

Her ears were ringing, head clouded first with a heavy numbness that weighed her whole body down as if she was stuck on the bottom of the ocean with only the sound of her pounding heartbeat to keep her company, and then as her hearing slowly returned the aches and pains of the recent activities crept to the forefront of her senses too. She sucked in a deep breath, ignoring the smoke burning her throat and lungs because she felt like she'd been held underwater and was just then let up for air. Probably got the wind knocked out of her when the explosion happened. When Lewis blew himself up.

And Frank somehow managed to keep her alive.

Frank.

The smoke and pain made it hard to open her eyes, but she managed to crack them just enough to see Frank on the ground beside her, his eyes already opening and hand reaching up to bury in her hair, cradling her head. He said something that looked like 'you okay?' and somehow she found the breath and the strength to whisper a 'yeah', punctuated by a sluggish nod of her head. She closed her eyes, suddenly filled with relief as she nudged his shoulder with her hand, confirming that yes, Frank was alive. Somehow they had survived the explosion.

Grit and debris and plaster bit into her hands and legs as she tried to stand. Frank helped her the rest of the way up, and they swayed and stumbled, looking around, looking for the next thing they needed to survive. Lewis was a splatter of blood and organs and bone in the walk-in cooler, but they could hear the sound of the approaching police and they knew they had to make a plan quickly or Frank would be back behind bars. Or shot dead on sight.

Or at least they would try. As much as Karen didn't want him in jail she didn't want him killing men who were just doing their job, and she had a feeling Frank didn't want that either.

She looked back at the steaming pile of bloody mess that used to be Lewis, realizing with a detached shock that she could have been that mess too. Ninety seconds ago she'd been held tight against the explosives that had blown the walk-in door off it's hinges and eviscerated Lewis's body. If Frank hadn't gotten there in time, if he hadn't known which wire to pull, and if Karen hadn't grabbed that gun, maybe she would be in a pile now too instead of standing in the smoke and debris of the aftermath.

'I'm coming for you' Frank had promised, and Karen knew that if Lewis hadn't used a deadman's switch Frank would have shot him through the head and saved them all this trouble. He was probably the only one she'd ever trust to make such a shot, so close to her own head—

She looked at Frank, suddenly alight with an idea of how they could get out of here, both of them.

"Hey."

Frank seemed almost as out of it as she was, but she knew that wasn't true. He was used to this sort of chaos. He probably thrived in it. The Marine in him was probably right at home in all this smoke and debris and the smell of blood and singed hair. He turned to her, eyes black, looking very much like a cornered wild animal, especially with the sound of the police drawing closer.

Her vision wavered for a moment and she took a few breaths before continuing. "Use me as a shield. A hostage."

He looked confused and angry for a moment, and she knew he didn't want to put her in anymore danger, but this was the only way he was getting out of here without having to kill anymore people.

"Frank." She pleaded hoarsely, stopping his protests. "Please, just…."

There was a tense moment as he furiously thought it through, conflicting emotions passing through his face a mile a minute, until he stopped on resignation. He nodded. She wordlessly stumbled to him, ignoring the broken bits of things cutting into her bare feet. Her whole body was throbbing, so what was one more cut? Frank was looking even worse, the blood from the cut on his temple plastered down the side of his head and neck, now dusted with bits of grit and plaster debris. He was favoring his right arm, and his leg. He must have been put through hell trying to get down to her. Must have killed god knows how many people. But he was alive.

She took the gun from the bag at her hip and handed it to him. He didn't protest. He knew the mission now. And Frank was the kind of man who, once he made a decision, he stuck with it. There wasn't any time to dally anyways—the police were just around the corner. Which is why she didn't protest either when he slid the magazine out, pocketed it, and emptied the chamber. The hard look in his eyes told her not to even bother.

Karen turned around and all but sagged back into him when he stepped up to close the distance. Her legs were shaking, she just wanted to lay down and rest for a fucking minute, but there was no time for that right now. Later, when she was safe and Frank was safe, only then would she be able to even think about recovering from this.

Frank's chest was solid at her back. She could feel his powerful heartbeat even through the kevlar vest that he wore, chest heaving, his breath fanning her gritty hair. His left arm came up, gun in hand, hesitating for moment near her chest.

"I'll keep you safe, yeah?" He promised, voice grumbling like thunder in a deep cave. She felt it more than heard it, her ears still suffering somewhat from the multiple explosions she'd somehow managed to live through today. She turned her head to look at him, his face so close to hers it wouldn't take much to return the kiss on the cheek he'd given her that night near the bridge. That night he'd pleaded with her to stay out of the danger that was quickly putting her life in peril, because he couldn't risk losing her too. For a split second Karen wished they weren't standing in the aftermath of a suicide bomber, still trying to survive, because she really wanted to return that kiss, but now just wasn't the time for that. It might never be the time for that.

She didn't have the strength to do anything but nod, yes she knew he'd keep her safe, even though they both knew she was capable of keeping herself safe. She knew he didn't even have to say anything, promise anything like that. She never doubted him. He never lied to her. If he said he'd keep her safe, then there wasn't a thing in the world that could hurt her. She knew that if the police opened fire on Frank he'd put himself between her body and the bullets. That even though she would be acting as a shield, he was the real deal. He'd already taken a bullet to the chest for her once today after all.

At her consent his hand came up the rest of the way, wrist pressing into her breast as his hand positioned the gun beneath her chin, causing her head to fall back against his shoulder as he locked their bodies flush together. In any other situation (minus the gun) this would be a very intimate position, and someday when this was all over Karen might think back and imagine what it would feel like to have skin pressed to skin, his hand reached around to her throat, holding her captive with his mouth to her shoulder, but this was not the time for such thoughts. It might never be okay to think of him—a man still grieving for the loss of his family—in such a way.

Although she couldn't deny that she meant something to Frank. He wouldn't have come all this way, been almost killed too many times to count, to save her for no reason. The agonized pleading in his voice that night he'd kissed her cheek spoke volumes of his attachment to her. So maybe someday, when this was just one more traumatic trainwreck in her rearview mirror, and the Punisher had killed every last man who'd been part of the murder of his family, maybe on that day she could allow herself to imagine being part of the 'after' she so desperately wants him to have.

The sound of police chatter brought her back to the present. The difference between Frank holding her hostage and Lewis doing so, aside from the obvious difference in actual concern for safety, was Frank still managed to be as gentle with her as he could while using her this way. The gun was pressed into the soft flesh under her jaw, but not painfully so. And as they stumbled forward, and Karen called out 'don't shoot!', they stumbled together. She wasn't being dragged unwillingly this time. She was wary of putting on a convincing performance though, but she didn't need to act much because her legs just couldn't seem to move properly. Leaning on Frank was the only thing keeping her upright, and she had a feeling that him holding onto her was the only thing keeping him up too.

The police were lined up, guns drawn, pointing at the two of them as they stumbled to the elevators. Karen knew they were yelling at Frank to drop the gun and let her go, that there was nowhere for him to run because they had the building surrounded, but she couldn't parse out the words. Everything was blurry, the sounds morphing together, hitting her probably damaged eardrums and then dissolving into nothing. All she could hear was her own heartbeat in her head, and the heavy, grating breathing of Frank through the vibrations against her back. It was a relief to lean back into him fully when he made contact with the wall beside the elevators, and it felt like it took a lifetime and yet no time at all when the doors finally opened and they backed up into the lift. Karen was afraid she'd put too much weight on him when his breath left him in a grunt as they all but fell back against the back of the elevator, but none of it mattered once he kicked the button for whatever floor above them and the doors slid closed.

They collapsed once safe from the eyes of the police— her to the right, him to the left. She was shaking, and the sudden feeling of quasi-safety felt so overwhelming. Compared with almost getting shot by Lewis, Frank taking a bullet, being held hostage against a suicide bomb, Frank coming for her, helping her save herself, and then almost getting blown to pieces, the break from it all was a decompression happening almost too fast. God, she should be a fucking mess right now. And in a way she was, but this wasn't her first rodeo. She'd been through enough shit that this was starting to feel like a regular Tuesday.

She ran her hands through her hair, breathing deeply, trying to center herself. She looked over at Frank, confirming he was there, confirming he was alive. She felt the compulsion to touch him, to really make sure he was there and wasn't just some hallucination brought on by one too many knocks on the noggin. He was bowed over, leaning heavily in the corner, breath heaving about as hard as her's was. She reached out, fingers just barely brushing his shoulder, and he looked to her hand, a sort of foggy alertness in his eyes.

Frank Castle, ever the soldier. Ever ready to react to however the situation changes.

He follows her arm to her face, and time seems to stop for a moment. They were alive. And in this moment they were safe. His eyes flickered to the button panel. Her arm drops, and without words she knew that in order to prolong this moment, this feeling of small reprieve, she needed to stop the elevator. She could see the intent in his eyes and nods, understanding without words.

She stumbled to the button panel and pulled the emergency stop as he tucked the gun beneath his dead arm and slid the magazine back into it. He held out the gun to her and she took it, feeling the familiar weight to it, checking to make sure the safety was on. At some point she'd put her bag on the floor so she held the gun as Frank used the emergency step to launch himself up with enough inertia to push open the maintenance panel above them. He landed with a pained grunt and grimace, but kept his eyes pointed up, surveying the empty elevator shaft that would be his escape. He must have planned this from the beginning.

Frank Castle, ever the prepared soldier.

It was in that moment as he calculated his next move that Karen saw the metal shrapnel sticking out of his unmoving arm. She didn't know how either of them hadn't noticed it until then. Frank still didn't seem to feel it, but then again, he'd probably been beaten a helluva lot worse than this before. Ignoring pain was probably what kept him alive, both here and in the battlefields abroad. It probably made him stronger.

But she couldn't ignore it.

"Frank." She whispered, unable to speak any louder. Unwilling to make any sound for fear of breaking down and screaming. "Frank." She pleaded, and he looked down at her, drawing closer, eyes on alert and concerned, as if she was the one hurt, the one with the shrapnel sticking out from her arm.

She looked at the protruding metal, hand gently grasping at his shoulder, eyes probing the rest of his injuries. He looked at her and then away, eyes closed, as if realizing just how mangled and broken he looked, as if he was ashamed. As if the weight of her concerned gaze was too much for him to bear.

When he finally looked up there was a challenge in his dark eyes. But she didn't look away. She wasn't afraid of the physical manifestations of the darkness he lived with, the darkness he dealt out. She had her own darkness after all. He was the only one who truly understood it, just as she was the only one who understood his.

She met his gaze unflinchingly, trying to convey without words that yes, they were alive, she always trusted him, she knew he did this because he cared for her deeply, she care for him deeply too, would probably shed blood to keep him safe too if it came to it, and she wasn't afraid of what all that meant.

His eyes gleamed with meaning of their own. I came for you. They said. I kept you safe. You mean something to me. You're safe. You're safe.

But there was also something else. Something heavy and burning in it's intensity.

You're mine to keep safe.

Electricity sparked throughout her body as his dark eyes bore into her own, making her heart jump, but beneath it all she felt her own burning words, waiting on the tip of her tongue. She hoped the meaning was readable in her eyes, bright like blue fire.

I'm yours.

Frank's gaze flickered between her own and her lips, and as he leaned closer she was sure he was going to kiss her. At the last second he faltered, halting just inches away, and while Karen felt a pang of disappointment she also knew that this wasn't the time for that. He wasn't done avenging his family. He was still mourning the love of his life. They weren't in the 'after' yet.

So instead he leaned his forehead against hers, and in some way it felt more intimate than a kiss. Their labored breaths mixing between them as they closed their eyes and just breathed each other in, feeling for just this small moment a sliver of reprieve from all the chaos. Reveling in the safety of the other they swayed as they breathed, bringing back the memory of when she'd surprised him with a hug all that time ago, when he'd suddenly reappeared in her life after being a ghost for so long. It seemed they'd been dancing for longer than that though, and Karen didn't doubt that they'd continue this silent dance once this day was over.

This gentle exchange lasted mere moments, but it transcended time. A warm glow bloomed in Karen's chest beneath the slowing staccato of her heart as they touched. She knew what the glow was, but she didn't allow herself to think the words. She couldn't. Not yet. The swirl of feelings brought tears to her eyes though, because she knew in another breath they would have to part. Time was continuing around them—it stopped for no one. And the police no doubt would restart the elevator remotely sometime soon.

Frank needed to leave.

But Karen knew he was just as wrapped up in their moment of reprieve and the emotions she'd seen in his eyes, and she knew she needed to be the one to tell him to go. To give him permission to leave her again.

"Go." She whispered, but it was barely audible even to her. She didn't want him to go. But in order for him to finish this whole thing he had to.

For the 'after'.

"Go on. Go." She whispered louder, pushing his shoulder and tearing him from the safety of her orbit. He blinked as he stepped back, eyes rimmed red with unshed tears and Karen's heart broke into a million pieces.

She clenched her jaw, trying to answer the question in his eyes with a look of confidence and resolve.

Go. Get away before they come. Finish this. Just…finish this.

She gave a soft smile—barely a twitch of her cheek.

I'm fine. I'll be fine. Just go.

He nodded minutely, and his expression closed like a book.

Frank Castle, ever the soldier.

She stepped back into the corner opposite him, hoping the distance would help him leave, knowing that it was also to keep herself from grabbing him and plunging them back into that space of heavy emotions. She felt his absence like a lost limb, but she kept her face controlled.

Frank was back in survival mode. Whether he felt her absence too wasn't knowable then. She knew that only time would tell if he felt drawn enough to her to come back to her when he was done with this mission. If he survived it.

Karen wasn't a religious woman, but she hoped to God he survived it.

With a determined look he surveyed the distance to the lip of the hatch, glancing down at her once before mumbling and guttural "take care".

He jumped, grabbing the edge of the opening with both hands, pulled himself up with an agonized growl, and Karen couldn't hold back the tears any longer as he disappeared into the elevator shaft.

She gulped down draughts of air, blowing the breaths out slowly to try and regain that momentary feeling of peace but he was leaving again and she was once again watching him go, and God only knew if he would be able to recover fast enough to live through his next confrontation, and she knew there was nothing she could do to help him at this point because the whole thing had transcended her professed skills, and God, what if she never saw him again?

But this is who he is, and she needed to remember that.

He was Frank Castle, the Punisher.