A/N: Just quickly before we begin, this is a continuation of my Spaceman Series, it is a Loki/OC story that follows my Spaceman, and Beautiful Distraction. Enjoy!

Penny Holden held her breath as she heard footsteps down the hall. She pressed herself against the back wall of the cupboard. She listened in darkness as the footsteps neared her hiding place. Her heart was racing as they slowed to a stop just outside the door. She steeled herself for discovery. When the door swung open Penny was momentarily blinded by the light but she didn't let that stop her from bursting out past the familiar face. She bolted down the hallway desperately hoping not to get caught, she ran as quick as she could, her pace quickening when she felt his presence right beside her.

"Penny!" He called out to her as she turned around a corner.

Penny fought a smile as she glanced behind her before running straight into another person. She whispered a quick apology before looking up to find one very disapproving eye staring her down. Nick Fury did not seem impressed with her antics.

"Grant." Fury adjusted his gaze from Penny to the agent behind her

Grant waited a moment to catch his breath.

"Sorry Sir, I was just…" he paused and looked over at Penny, his eyes begging for aid.

Penny smiled charmingly at Fury and panted slightly.

"He was just helping me with my fitness." Her gaze shifted to Grant who nearly rolled his eyes.

Fury raised an eyebrow.

"We want to keep in shape." Grant nodded, still breathing heavily.

Penny patted Grant on the back.

"And stave off boredom." Her eyes twinkled at Grant's weary expression.

Fury eyed them for a moment.

"Mmmhhmmmm. Miss Holden," he paused and took out his phone, "Perhaps you should try to 'keep in shape' in the fitness room rather than-

Fury stopped and frowned before pressing a button on his phone, turning abruptly and briskly walking away.

Grant furrowed his eyebrows.

Penny shrugged.

"Well let's take a moment to thank whoever just took Fury's attention off of us." Her eyebrows rose as she looked up at the sky as if to suggest divine intervention.

"It's probably some nefarious criminal." Grant's eyes narrowed.

"Fine Debby-downer," she paused looking at the now empty hallway, "So…" Penny sent him a mischievous glance.

"No! Nope! I caught you, you're here!" His eyes were wide with fear.

She winked at him and started running.

Penny's days at S.H.I.E.L.D were long and uneventful. She did what she could to keep herself occupied. She had her own small room that was devoid of any real personal touches. After daily nagging, however, Grant arranged to have her sketchbook brought aboard. The pages were now littered with oceanic views that had become a part of her daily scenery. Penny would often go out on the deck and sit and watch the waves. It became part of her daily routine, along with finding new and terrible ways to keep Grant on his toes.

Penny's relationship with Grant had shifted since they had lived together. There was the same sense of companionship but after everything that had happened it was impossible for either of them to ignore the feeling of loss. Penny hadn't realized before just how much Turner had influenced their relationship. He had been such a huge part of the dynamic they had back in Texas and New Mexico. It wasn't just the loss of Turner that altered Penny's and Grant's relationship. Things were different at the base. For the most part Penny was on her own; Grant would visit her sporadically throughout the day but they were on a ship in the middle of the ocean. There wasn't much she could do to cause any real trouble. Nevertheless, she would have to check in every now and then.

The monotony of Penny's days was hard to break, especially because she wasn't allowed to use a telephone. This infuriated her, and she knew that her mother was probably quite concerned for her. E-mails were her only communication with the outside world. She kept contact with Sloane which helped her maintain sanity amidst boredom. Sloane was wary of the process because she was very particular of her privacy but she was also very fond of Penny and so they wrote to each other.

With all of her free time Penny often found her thoughts drifting back to her Spaceman. She couldn't fathom her life without him and she hated that. He had inadvertently done so much for her. He had awoken her from her mundane existence and allowed her to find herself again. She realized that was a big part of why she loved him so much. With Loki she felt like she was just being Penny. She didn't need to change who she was for him as she did for Blake. Nor did she need to hide her emotions from him and put on a show as she had found herself doing for her friends at times. Their relationship baffled her, not always because she often considered him to be out of her league and slightly unhinged but because it seemed impossible. They were from different worlds and because of that they had extremely different views on life.

Penny tried to make sense of her falling for him but she couldn't do it. There was no sense to their love. They didn't need to be together, there was no reason for their coupling. In fact there were many reasons why they shouldn't be together. Yet she had fallen in love with him. Something inside of her knew that a part of her would always love him. She had an odd sense of belonging throughout her entire Loki ordeal. Her strange serendipitous path that began the moment she met Loki was one that felt natural. It didn't make sense to her but it felt oddly right. Even through all the heartbreak and fear she never felt the need to run away. Of course she had considered it; thought about letting everything go and moving on but she was too involved. Penny's life had somehow gotten tangled up with Loki's and she made the decision to see it through.

Recently, a feeling of dread began to gnaw at Penny's composure. If she was being honest with herself it was a feeling that began in her early days with Loki. He was dangerous, it was obvious but that wasn't the sole reason for her dread. Her anxiety stemmed from the knowledge that she still fell for Loki, knowing of his darkness. She fell for him and she still loved him even after discovering how frightening he could be. Penny didn't know what that meant about her. She had ignored that bad to indulge in the good. She often wondered how far her tolerance would go. Would she still love Loki if…? She couldn't bring herself to finish the question. She tried to make it seem to Loki that she didn't forgive so easily but in truth her heart didn't care about forgiveness or fear; it just wanted Loki. This was what terrified her most about the entire situation.

When Penny awoke the next morning she could hear a slight hustle and bustle outside of her door. She sighed and rose up. She took a few minutes to get ready, though she sped her routine up slightly; intrigued to find out what the commotion was about. Grant was waiting for her outside her door.

"Good morning." She smiled at him.

He gave her a quick grin and nod.

Penny looked around; the normally quiet hallway was bustling with people. She looked to Grant for an answer, "So what's going on?"

He let out an exasperated sigh.

"Remember yesterday when you wanted to thank the person who distracted Fury?" His eyes darkened with judgement.

She nodded uncomfortably.

"Well," he looked right into her eyes, "You can thank your boyfriend."

Penny's heart dropped.

"I don't have-

"He somehow messed with equipment in one of our main facilities and the whole thing collapsed; it's completely gone." Grant continued.

"Is everyone okay?" Her eyes widened.

"Most had time to evacuate but not all." He shook his head.

But not all. The words flipped around in Penny's head and fear began to spread through every nerve. She opened her mouth to speak but couldn't find anything to say.

Grant looked down the hallway.

"You're supposed to have a meeting, I'll walk you over." He sighed somewhat defeated.

"Meeting? Over where?" She blinked slowly.

"Follow me."

Penny hastily followed Grant through the sea of agents and personnel. Her head was pounding as she attempted to slow her rapid heartbeat. Grant didn't say anything while they walked, she was grateful for this. She tried to come up with some sort of reasoning or understanding of what was going on but all she felt was sorrow. Lives were lost. Whatever he was planning was beginning. Fear washed over her as she realized that she might have lost the love of her life to his own demons.

The duo reached a door and Grant gestured to it.

"Inside. I'll be out here for you."

Penny nodded and headed into the room. A woman sat at a desk, there was a chair on the opposite side. The rest of the room was empty. Penny swallowed nervously; she was in an interrogation room. She entered slowly, pausing as the door clicked behind her. The noises of the commotion outside died quickly.

The woman gestured to the chair across from her.

"Take a seat Miss Holden."

Penny did as she was told as she attempted to breathe steadily.

"I am Agent Hill and I'm going to ask you some questions." Hill looked directly into Penny's eyes without emotion.

Penny nodded.

Hill continued.

"Miss Holden, are you familiar with the object known as the Tesseract?"

Penny shook her head.

Hill studied her for a moment before passing her phone across the table.

"Have you ever seen any object similar to the one in that picture?"

Penny looked at the phone's screen to find what appeared to be a glowing blue cube. She frowned slightly trying to remember if she had ever seen it before but it was unfamiliar to her. She shook her head again.

"No."

Hill retrieved her phone. She leaned forward and looked directly into Penny's eyes.

"Do you have any information regarding Loki, his whereabouts, or his plans?"

Penny sighed.

"No." Her face fell a little.

Agent Hill maintained her gaze on Penny.

"You were in contact with Loki for months. Do you have any information concerning him that you would consider to be of assistance to our current predicament?"

Penny shrugged.

"He's smart. He's strong." She thought back through her memories with him- truly trying to recall anything that could be of use to them. Little things flitted about her mind; Loki's rare laugh, the unimpressed expression he used for a select few of her friends, the smile he kept for her, his kiss. She sighed, "I don't know, I don't know anything about all this."

Hill caught Penny with a steely gaze.

"Miss Holden you have been known to keep information from us in the past and I would like to inform you that if you are doing that now there are many lives at risk. The situation is not contained, it is not personal. This is a global predicament."

Penny met Hill's scrutiny with honesty.

"I don't know anything I'm sorry. I… the last thing I want is for people to get hurt."

The agent studied her for a moment before thanking her for her time and sending her back out to Grant. Penny moved slowly, unsure of what she was feeling. The rest of the day continued in a blur.

That night Penny lay in bed contemplating the day she had experienced. She could feel the hum of the ship pulsing under her skin. She felt like every moment she had with Loki was building to what was about to happen. She knew there was more. Yesterday had simply been Loki's introduction, she feared about what he might have in store for them. She realized she distanced herself from everyone in her mind. There was Loki, there was everybody else, and then there was her. She knew a similar, albeit more complex and pompous, distinction existed in Loki's mind.

Penny found herself wishing for Loki. If only she could speak with him. She ran through scenarios of what she might say if she did see him. She felt anger, plenty of anger. She felt pity and resentment. But overall she felt an overwhelming sense of heartache for what could have been. She thought through her history with him and wondered what she could have done differently. She wished for more time, if only she had forced him to be more honest with her. If only she hadn't turned a blind eye to what he was doing. She compared the way Loki was when she first met him to when she had last seen him. The difference was drastic. Why didn't she push him to talk to her, why couldn't she answer more of Hill's questions? She rolled over onto her side. She found it darkly amusing that all she could think of was Loki whereas he probably hadn't given her much thought since their last parting. Penny wondered if she was still fighting for him. She fell asleep without an answer, a ghost of a voice whispering Sleep Well echoing through her mind.

Kella popped her bubble gum as she stood waiting in an alley not far from the bank she was planning to rob. She was waiting for her current partner in crime; he called himself Jett and wasn't necessarily the most skilled person to be working with but she knew he had a kid he sent money to and he didn't try to feel her up after a job so she put up with him. Kella was more than capable of doing a job herself but it made it easier to have someone collect the take while she controlled the situation.

Kella had been 14 when she realized she had abilities different from other girls her age. At first everything was overwhelming but over the years she had learned to handle her extraordinary mutation with ease. Kella had the ability to manipulate sensory performance, she could play with her own senses and those of others who were in her vicinity. Large crowds were harder and required more focus and effort but she had proven capable many times over. Kella had grown most accustomed to playing with people's vision and hearing, sometimes she would enhance the senses, and sometimes she would hinder them so completely that a person would believe they were going deaf or blind. She found that people were easy to negotiate with when they feared they might never be able to see or hear again- not that she was actually capable of such a permanent feat. Her back up plan always fell to manipulating someone's sense of touch. She hated doing it but pain was an incredible motivator and if she was in a sticky situation she could make a quick pinch feel absolutely excruciating.

Kella's biggest concern was being discovered. She often mused about how her criminal lifestyle was not entirely risk free so she kept an insanely low profile. She had rarely used her real since her foster father had passed away when she was eighteen. In fact as Jett rounded the corner to meet her he greeted her as Lily.

The job went well. They hit the bank just as the last teller was closing up. Kella had been able to quickly mess with the video surveillance which helped with her anonymity but also put pressure on her and Jett to move extra quickly in case of the arrival of the local police. There was only one teller and a security guard present. Kella first removed their sight and enhanced their hearing so they could listen to her whisper. She threatened the loss of their senses while calmly informing them she was also armed with a gun. The teller followed her instructions while she took the security guard's hearing away. The security guard sat, unmoving, with a few tears glimmering in his eyes. Kella's resolve did not weaken but she felt her stomach flip few times uneasily. Jett gathered the money quickly and the pair departed from the bank hastily. Once they reached the alley they ran together, they weaved through a few blocks until they reached Kella's car, silently jumping in as fast as they could.

The 1969 Pontiac Firebird grumbled to life and Kella was quick to press the platform of her shoe on to the gas pedal. They sped out of town and kept going for a few hours. Kella dropped Jett off at his house with his half of the money and paused for a moment in his driveway to check her make-up. She was expertly re-applying her hot pink lipstick when her phone started to ring. She smacked her lips together before answering.

"Hello?"

"Samantha?"

Kella paused for a moment, unsure what to say. Her 'Samantha' alias was connected to a time that she had nearly been caught.

"Uhhh yeah…"

"This is Clint Barton."

Kella's expression widened into uneasiness. She bit her lip.

"Oh hey… how'd you get this number?"

"I am calling to offer you a job. The position would be completely anonymous."

She paused, wondering how to handle the situation.

"I don't think I'm really government material."

"This is not a federal opportunity nor is it legal."

She let out a little laugh.

"Well the government and legality don't always go together."

"This job is completely distanced from any organization. The pay would be much higher than any bank job you are capable of. Would you like to accept?"

Kella sighed. She had liked Clint before he had turned out to be a fed. The promise of high pay entailed danger and sketchiness but Kella's curiosity got the better of her.

"Yeah, I'll do it."

"Excellent, I will text you information."

"Okay, sounds mysterious."

Clint hung up.

"Okay." She threw her phone onto the seat beside her.

Kella figured that if it was a trap she might be able to fight her way out, besides they already had her phone number who knew what other kind of traps they could brew for her. And if it wasn't a trap than she might be able to take a vacation from robbing small town banks for a while.

Her phone buzzed as Clint's information reached her. She sighed.

"Uh oh, what am I getting into now?"

Loki watched Barton as the former agent of S.H.I.E.L.D made calls to gather more allies. Deciding he had some time to himself Loki pulled away and leaned against a wall. He took a few deep breaths and let his head roll back. Hot pain coursed through his entire body but he also felt a thrum of excitement pulse through him. Everything was happening. His plan was complete and in motion. Nothing would be the same in his life ever again. In fact his life had been hurtling in a completely new direction for some time now and he had no intention of slowing his own momentum. To him the future shone bright before his eyes. He felt unstoppable.

Somewhere in the back of his mind Loki knew happiness was not in his destiny. He knew he could have power and revenge and he truly believed it was all he wanted. However, there was one thought that plagued him. Penny Holden. How he had allowed himself to become so involved baffled his own logic. It was too late for her now. He felt like his arrival for S.H.I.E.L.D might have thrown her away from him. Perhaps forced her to see him as he saw himself. Despite the fact that he might have lost her Loki still wanted her. Despite everything that was set in motion Loki yearned for Penny's touch; for her gaze, for her scent, her smile, her laugh, her love. He touched his lip in thought. Just how could he possess Midgard without losing the woman he craved?

"Well that was exciting." Penny looked over to Grant as she rose from her seat.

Grant shrugged.

"Oh, you know, just everyday S.H.I.E.L.D stuff." His giddy smile betrayed his nonchalance.

Penny laughed.

"Oh yeah, your boats just turn into giant helicopter-thingys all the time?"

Grant smiled widened as he reached to grab his phone. He read the screen for a moment before heading out into the hallway.

"Come on. You've got places to be."

Penny sighed and followed him. She had been quite surprised when she heard the ship's engine's song increase in volume as the entire vessel began its ascent. It was something out of a crazy action movie and she was living it. She fell into place beside Grant and allowed herself to mull over that oddities that now freckled her life.

"Oh my god…" Grant whispered under his breath, his usual composed countenance showing uncharacteristic excitement that he quickly quashed as his normal expression returned.

Penny followed his gaze to see a red-haired woman and a spectacled man walking down the hall towards them. The two pairs slowed their paces and met in the hallway.

Grant exhaled in way that made Penny think he was a bit nervous. He nodded at the woman.

"Agent Romanoff."

The woman returned the nod and turned to Penny who was looking at her companion with a bemused expression.

"Miss Holden."

Penny smiled at her.

"Hi!"

Grant cleared his throat.

"Uh, Penny, this is Agent Romanoff and, um, Doctor Banner. They're working on Loki's case."

Penny's smile faltered slightly at the mention of Loki's name but she remained cheery.

Romanoff turned back to Grant.

"Perhaps you two could follow us to the Lab to run some tests?"

Grant seemed speechless for a moment.

"Um, I got an order to bring her to the bridge."

Penny's face lit up.

"The bridge! Really? The last time I was there I…" she saw Grant's subtle disapproving glance, "I got yelled at."

Grant turned back to Romanoff and began to explain his orders.

Penny looked at the Doctor.

"So you don't seem very," she waved her arms about, "S.H.I.E.L.D-y."

Banner chuckled softly.

"No, they… recruited me for my work with Gamma radiation."

Penny grinned.

"Cool… I don't know what that is. It sounds scientific. So are you like a science doctor rather than a medical doctor?"

He returned her smile.

"Yeah, among other things."

Penny was going to question him further but Grant touched her shoulder.

"Okay, so we're headed to the bridge quickly and then over to the lab to run some tests on you."

Penny frowned.

"I don't like the sound of that. Will there be needles?"

Grant sighed and gently pushed Penny to get her walking down the hallway.

Penny turned back to her new acquaintances.

"See you later." She waved at them as she walked away.

For a moment Grant and Penny walked in silence before Grant started shaking his head.

"You know I get to meet the most interesting people because of you."

Penny smiled.

"You're welcome. What happened to you back there? You got a crush on Romanoff?"

Grant's eyes widened.

"A crush on Natasha Romanoff? No. Just… she's… awesome! She's like so… crazy awesome. She is like the ultimate S.H.I.E.L.D agent. I've never seen her before that was like the most exciting thing. They call her Black Widow."

Penny took this information in.

"Huh. That sounds very ominous."

Grant nodded and gestured behind him.

"And Doctor Banner. Well, he is a genius and also…" he paused and glanced at her before shrugging, "And also super… smart."

Penny frowned mockingly.

"Isn't that kind of what genius means?"

Grant let out a little laugh.

"And, the guy we're about to meet… Penny, this is the coolest day of my life."

Penny laughed as they made their way on to the bridge of the helicarrier.

A/N: HELLO! Hi there! Wow! This is all very exciting and if you are reading this then congratulations because you have my undying love! So excited to chill with y'all again, hope you liked this chapter! Not a Loki I know :( but it's kind of his fault, he's being a poo during this time in his life.

Love, love, love you allllll!