A/N: Warning, this story is full of sympathetic villain! If you want your Loki evil, just leave now! Don't get me wrong, he's got some wicked in there, but I like multifaceted characters that can be more than unwaveringly righteous or insidiously malicious. So there. Here's a morally conflicted villain. This chapter covers the action within the movie as does two, three and some of four. The 'beyond' picks up from there and so does the smut though I've given you a first taste in four. Cheers!

At first, it is all darkness. Darkness and shame. Sometimes, as the air whips around his face and through his hair he feels the anger. He shouldn't be falling eternally; he should be with his father, beside the throne of Asgard as a beloved son. He should have earned the approval of his father, earned his place in the royal household, should feel like he belonged. But he didn't, he made a mistake, allowed the anger to consume him and now he's falling, forever falling, and then the shame returns. The shame is constant, it never really leaves, it just gets quieter. Other times he thinks about what he could have achieved, what he actually did but reaped no benefit from. He saved Asgard from Thor's audacity, that was what he had wanted. And to find some honor of his own. He succeeded in one pursuit and failed miserably in the other. And now it's always, always falling.

Then he sees a light. Not a real light, not a true light. More like a lesser darkness, but it's there and it grows closer until he collides with it. He hoped, before the ground found him, that the impact would mean his death, but it doesn't. Just searing, unimaginable pain. Pain means he's still alive. He lays there for hours, days, years, maybe eons. He isn't sure, it's all darkness and shame and now pain. The anger is gone now. It is startling when sound returns to his ears, and not a pleasant sound. Rasping, gravelling, bitter. A voice. Someone or something is speaking to him.

"Welcome Asgardian. How far you have fallen."

He flinches, turns over, lifts his head. The thing before him is grievously ugly.

"I am not of Asgard." The shame speaks for him now, it helps to dull the other feelings.

"No? Not Loki Odinson then?"

"I am a Jotun, a vile monster made of ice and rage. Loki Laufeyson." Defeat colors his voice.

"Well, Laufeyson, what is that feeling? Guilt, anger?" It sounds pleased. The emotions delight it, so Loki wilts again, revolted with himself.

"I have fallen, disgraced and abandoned. Leave me to my shame." It is almost a whimper. How pitiful he sounds. How detestable.

"Ah, shame. Good." It is more than pleased, it's jubilant. "Tell me, Laufeyson, have you heard the tale of Lucifer?"

"The Midgardian demon? Yes, I know of it."

"Then you know he was once like you, loved by his lord, his Father, but he was cast out for pride. Sound familiar?" He is taunting Loki with far away legends and children's stories, this stirs the anger again.

"I see not the parallel." He sits up, moves and feels his limbs. "I fell of my own accord. I fell for my honor." Now he stands. His form is weak, so words, words are the key.

"Yes, I'm sure you did and I can help you recover it." The thing pulls out a scepter, a stately staff from behind him and holds it out to Loki. "Have you heard of the Tesseract?"

Loki inspects the beautiful weapon, it is well crafted and tempting. It seems to sing to his mind. "So many questions. May I not have some peace?" The weapon is of no use to him now, he is fallen. He is lost.

"What I have to offer to you, Laufeyson, is far better than peace."Loki pauses. Something inside of him whispers, this holds promise. Take it, Loki. Take it. The impulse is familiar, the same seditious sensation that encouraged the attack against the Jotuns. The creature's rasp draws back his attention, "Bring me the Tesseract and I can give you the antidote to your shame."

This creature, entity, being, it is skilled with word magic, working into the mind and planting its seed, drawing out the wickedness. Loki feels this and so he turns again to leave. "I cannot help you. I am fallen, broken, powerless. What would you have me do?"

"Take this scepter, regain your power, and prove yourself to your father and brother. That is what you want, is it not?"

That tickling sensation, the tempting, itching feeling returns to Loki's mind and he steps back, inspects the scepter. Then he reaches for it, hesitant. A part of him wants this desperately, that same dark corner or his mind, but his magic is still with him and he can feel this deception. The trick is teasing out which is truly his desire and which is not. He wants to be rid of his shame, more than anything, more than he distrusts this creature and his insidious instinct. The offer is tantalizing, and it becomes more so as he reaches closer and closer, as the whispers grow louder and more commanding.

Take it. You want it.

"I do. I want it so." His fingers tingle as they hover over the staff, its energy radiates out, calling him, bewitching him. "What is the price?" The metal is cool to the touch, he's taken hold of it without realizing it. Loki doesn't properly hear the Other's response.

"Your freedom."

Tendrils. Twisting, grasping. Tenticles of darkness, smoke and rage. Sinking, spinning, creeping, drowning. Loki blinks, he can't see; his mind is clouded. His ears are roaring. He feels livid anger, rage, blinding, smothering wrath. None of it's his, none is his own, it eats away at his self.

"Bring me the Tesseract and I will give you an army."

Loki starts awake. No, he's been awake, just not paying attention. Still incorrect. He's trapped within himself, locked in a cage in his own mind and a curtain has just been ripped away.

"You may subjugate those mindless masses, give the Earth what it needs. They do not want freedom, not really. Freedom of the mind is a curse, isn't it?" The words sting, burn his heart. "Freewill brings guilt and shame."

He's responding, tasting his words made bitter with someone else's contempt. "Yes, they were born to be ruled, to kneel. Freedom, freedom degrades the soul."

He shouts, tinny words falling on deaf ears. He is not even master of his own mouth. The sounds just echo in his cage. Loki, Loki! You—I am a son of Asgard. We tinker in mischief, battling monsters not oppressing whole worlds! Not Midgard of all places, please! Father— Thor will never forgive me if we ruin his prized realm. Do not make worse the curse we have brought upon ourselves.

It is useless, his pleading. He is numb and small and weak. A pawn of his basest desires. Deluded fantasies and planted urges. He is manipulated by one more talented and wheedling than himself. He has been outmaneuvered and now, now he is trapped. So much for his honor. Now he will ever be the fallen son.

Then he fades, defeated, into this other self, this new Loki. The Other Loki.

"Yes, son of Laufey, you know the truth. You may now spread it, glad tidings they are."

"I will evangelise, disperse these glad tidings."

"Good. Glad tidings of a world made free."

These words slink into his mind and flourish, spreading, growing as if they were his own. "A world made free."

"You will save them. Now you are burdened with glorious purpose and so will make Asgard proud." The poison is sweet, it tastes of redemption.

"I am burdened with glorious purpose, I will bring peace."

"And how shall you bring it?"

"The Tesseract, I shall bring it to you."

"Good, and what else?"

Loki knows not his own mind from the being's, they are but one foul stream of sweetened hemlock. "I will bring glory and honor."

"And in turn, receive it. That world will be yours and all shall be well."

Loki… The scepter's blast saps from him as it decimates others. Each explosion is like a lost breath, a pint of life blood drained. The first life he takes shrieks in his mind and echoes on and on. He'll never forget the piercing, like nail against metal. Stop, stop this. It rings in his ears. Not screams now. It's laughter, his own, or at least it sounds like his own. He's laughing, the other, laughing at him, at his weakness.

LOKI!

He awakens and there is a hand near his face. A voice, a slinking, stinking, worming voice. "If you fail, if the Tesseract is kept from us, there will be no realm, no barren moon, no crevasse where I can't find you. You think you know pain? He will make you long for that so sweet as pain."

Pain. He feels his body again, his mind again, ever so briefly. Guilt wrenches his heart. He screams into the darkness as the days fly before him, days that weren't his own, with deeds his hands committed but his mind did not know. How many have you killed, Loki? How many more will we end, obliterate for rage and malice?

Then he's gone. Sleeping again. Latent, dormant, powerless to stop the bloodshed. Now he's smiling, reveling in the gore. His self is lost again, his mind is shackled.

Now he's in a metal casket. The man of iron and the unfrozen soldier hold him captive. He rests, exhausted. His body hasn't slept in ages. Then fear creeps in, weakens his bonds as thunder peals around him.

"What's the matter? Scared of a little lightning?" Fear, yes. He feels fear. Fear of facing his brother's disappointment. And his wrath.

He counters, partially speaking his true mind, the first he's heard his real voice in countless days. "I'm not overly fond of what follows."

Then he's pushed back, awake but chained as this body speaks with his brother for the first time since his disgrace, but he is just another onlooker. Not entirely. His shame gives him strength to jostle forward at times.

"Your father. He did tell you my true parentage, did he not?" The puppet Loki, the Other Loki twists his tone, adds hostility. Not much. He's still bitter, but he's also sad.

Words spill from him, the conversation moves on without him.

"I remember a shadow," he's in control again, "living in the shade of your greatness."

But then, jealousy creeps in overpowering and gives the reins to anger. Anger and rage are the other's tools. He leaks out in lies. "I remember you tossing me into an abyss."

Then he's gone again, supplanted. "I who was and should be king!"

Brother, brother hear me. I am here. The Jotuns—that was only a trick to spoil your day. To keep your arrogance from endangering Asgard—

"You think yourself above them?" Thor is disgusted.

"Well, yes." I care not for them. I was looking out for Asgard! Loki shouts and yells but to no avail, even his inner thoughts are silenced by the other's speech.

"A throne would suit you ill." Brother, the throne would have not have fit—ah, but you've learned. My plan succeeded. And at what cost? I've earned my glory. It is infamy.

"Who showed you this power? Who controls the would be king?" Thor knows, Yes, brother! You see? Free me! "You give up this poisonous dream! You come home."

Oh brother, you forgive me? Please, please save me! See through this veil. You know this is not me, we played together. I delight in trickery, not carnage! His words rattle around in the tiny cell and his sight shrinks. Darkness is closing in and Thor's voice softens, muffles. Loki panics, now is his opportunity. He must not miss it. But his body is unresponsive, the instrument stolen.

Release me! I am Loki, son of Odin, not some helpless wretch to be handled and used! Wrong. He has been handled, he has been used. The first hints of contempt rise up again, but not for Thor, nor Odin nor the Asgardians as before. Now he loathes the puppeteer.

A clank and a flash and his brother is gone from his view. Ah, the man of iron. His chance is lost. No redemption today.

Now all is silence and darkness. Foolish Loki, foolish! He would have forgiven us. Why did we fall? Why? The anger. The anger. The anger. Then he's gone again. Deeper, sleeping, lost.

Next he wakes, it burns. His mind is alight with seething revulsion. A woman. He's in a clear cage. She's outside. Red, so much red.

There is something about her, it's familiar. It's emotion, sympathy. She is like unto him.

Then he can hear again.

"I've got red in my ledger, I'd like to wipe it out." Part of it is true, but the intent behind her words is false. He can feel it but his outward mind can't. The Other Loki is deaf to her deceit. That's clear from his words. The repulsion, foul and pulsing, it is blinding him.

He takes the opportunity to push through his consciousness, what comes out is filtered, still not his own but betrays his true mind, his guilt. "Can you? Can you wipe out that much red?" Can I? "You pretend to be separate, to have your own code, something that makes up for the horrors. But they are a part of you, and they will never go away."

Good enough. The woman, Romanoff is her name, she will see it, she will use it. Good enough. The effort has wearied him but Loki sees the woman notice. She can see the weakness. Make me give it up! Use the rage, the revulsion, the contempt.

The Other Loki is back, venomous, disgusting, rabid. It affects her not, she's winning. She's done it. Look at her play. She is masterful. He feels something, a fluttering warmth. His attraction pushes the Other Loki over the edge.

He spits, "This is my bargain you mewling quim!"

"You're a monster." Correct. You're there.

"Oh, no. You brought the monster." The deed is done. The woman struts away victorious, and he relaxes, content in his work. He may not have control of his himself but he can still meddle. Rage is the other's weakness, his own as well, but the other's is special. He knows how to fuel it. That woman.