Warning! Steve has a panic attack. I based it off my own experiences with a fear-based trigger like that, which means, like all panic attacks, they're pretty scary events. So if you feel like reading one would trigger you in any way, please don't risk it and take care of yourselves!

"Luxury," Clint purred, dragging the word out long and saccharine. He arched his spine so steeply that it separated from the couch, and he rolled the stretch down to his toes, body elongating and muscles lengthening with a satisfied groan of pleasure.

Natasha, in a rare moment of open affection, snorted softly as she efficiently unfolded a blanket and flared it open over his body. Clint opened his eyes and grinned up at her, eyes hazy. He wiggled into the cushions and sighed. "Always a sucker for money," Natasha commented. She walked to the small bar in the back of the plane and grabbed a couple bottles of water. Her feet were bare, black leggings clinging to her sharp ankles. Her gait was instinctively artistic. She moved like a dancer.

Steve noticed things like this. He had tried to capture her grace a thousand times before, and he could never quite pin it down.

"There's a good reason why Stark's my favorite," Clint said, voice muffled as he spoke into premium leather.

"Thanks," Natasha replied dryly, dropping the plastic water bottle on his chest and settling into the seat next to Steve.

Bruce was hunkered down in an armchair across from Clint, and he looked up from his book and raised one eyebrow. "From what I recall, Steve was the one who saved you from the, uh, burning building."

This was true, and the reason why Clint was so battered and exhausted. The Avengers had been in Latveria to circumvent a potential nuclear crisis (courtesy of a rough Kree ship), and in an effort to avoid getting overrun by alien forces, Clint had jumped from thirteen stories high and swung into the fourth floor of an apartment building that was in flames. Going through a double-paned window tended to rough a guy up a bit. It was really no trouble at all; Steve just ran in and carried him out. A little smoke inhalation was nothing to Steve.

"And it's not that that wasn't awesome," Clint drawled, "but Stark has a private plane. I grew up in the carnival. Cut me some slack."

Natasha hummed thoughtfully. "Right, who would pick their own livelihood over an expensive airplane flight?"

"Don't blame him. I'm everyone's favorite," Tony announced as he sauntered into the sitting area. The plane had a very simple layout. There was a full bar in the front, right before the cockpit, two couches, and a couple armchairs lining the sides, and then official row seating that faced the sitting area. Tony flopped into the chair next to Bruce. Steve carefully eyed the floor of the plane. For some reason, he thought that it rocked with the sudden transfer of Tony's weight.

"I beg to differ," Natasha drawled. She was curled over her lap, fingers quickly pressing a red hand-held device. "Steve is my favorite. Same as Thor, and probably Bruce."

Tony huffed and flipped out the footrest on his chair. "You, my dear, ignorant friend, are playing Mario on a Gameboy Advance. Your opinion is rendered invalid. And my man Bruce would definitely pick me over Steve. We science together. We're bonded."

Natasha frowned and pouted. "It relaxes me."

"But Steve is...Steve," Bruce interjects, seemingly lost for a decent explanation beyond Steve's own name.

"Hey!" Tony said. "You traitor. Just because Captain Goody Two Shoes over there has a better six pack than me, doesn't mean his muscles ascend our friendship."

Natasha bit her lip, swearing under breath and jerking the video player in her hand. "That's not the determining factor, but if it were, Thor wins in a landslide. His definition is, well, godly. No offense, Steve. Yours are still gorgeous."

Steve bit his lip, tongue catching on the salty moisture on his skin. He swallowed. "Thanks, I think."

"I agree with Bruce. Steve is just so Steve," Natasha said.

Baffled, Tony threw his hands up. "That is not a decent explanation. That explains nothing. Why are you sacrificing the scientific method right now? You're toppling the pillars of science for a man who runs around in spandex."

The plane rumbled threateningly, but everyone around Steve seemed unperturbed. "So," Steve cleared his throat. "How long until we're home?"

"Only like, six, seven hours," Tony replied. "Now back to what we were discussing..."

Bruce and Tony slipped off in their own conversation, and Steve thumped back against the headrest. "Seven hours," he muttered. Seven hours he was going to trapped in a flying metal box. Seven hours, twenty thousand feet in the air.

"It's not that bad," Natasha said. "Try going to sleep. You have to be tired."

Steve was tired. His whole body ached, and his lungs felt raw from inhaling so much smoke. He hadn't slept in over forty-eight hours.

"Why don't you?" he replied.

Natasha shrugged, still playing her game. "I have trouble winding down after missions. Simulated situations that I have complete control over calm me down. And I like winning. Would you like to try?"

Steve caught a glimpse of the ocean through the window over Clint. It stretched blue and beautiful beneath them. Miles and miles of water.

"No, thanks."

Tony's plane, while wild in its ingenuity (to Steve, at least, coming from 1942 war craft), still had the ever-present humming from the engine as they soared through the air. The loud white noise canceled out the little things that Steve was used to hearing: tapping fingers, sniffing, hair scratching, and gentle breathing. He suddenly ached for it desperately. A rumble rolled under Steve's feet. He curled his toes and swallowed a groan.

"I don't know about you guys, but it's ten o'clock somewhere, and I want to sleep. Also, it's my plane."

"I'm ready for sleep," Bruce sighed, stretching his body out and pushing his heels down the leg-rest of the armchair that he was sinking into. Tony leaned over him and turned off the light by his head. Steve noticed that Tony was strangely comfortable invading other people's personal space. He almost invited the action. Although, no one he did it to seemed to mind, so maybe that was a critical piece. After the left side of the plane went dim, Tony rose to his feet and flicked off the switch near Clint's slumbering form. They were plunged into darkness, only intercepted by Natasha's game and the light spilling under the door to the cockpit.

Natasha exhaled heavily through her nose and closed her device. "I think I'll join this party," she yawned. She smiled at Steve. "You should try to follow suit, okay? Are you still too wired?"

"I'm fine," Steve replied. He searched for an appropriate, convincing response. "I just need some time."

Pursing her lips, Natasha gave him an uncertain look. "Well, just try." She slid her ear buds through her hair and reclined the luxuriously padded chair. Steve was momentarily reminded of how slender Natasha was when she curled away from him on her side with room to spare. She looked fragile, like the black sky just beyond the windows was going to leap forward and swallow her whole.

Tony had long since retired to the other couch, ears covered by large headphones. From what Steve understood, they didn't play music, but instead canceled out all noise. Bruce was already dozing in the armchair, predictably exhausted by the appearance of the Hulk.

Then, it was just Steve.

Steve closed his eyes. The exhaustion from the battle burned at the back of his mind. He drifted off. In his dreams, people he knew kept spinning around him. He reached forward, missed, reached forward again. Missed. The floor fell out from under his feet.

Gasping, Steve woke up.

He shifted in his seat. The airplane hummed loudly. Steve inhaled, filling his lungs to their capacity and gradually releasing the air. It was a trick he'd learned from his therapist, back when being in large crowds still made him nervous. It didn't seem to be working. Maybe that trick was specific to large crowds, because his hands were getting slick with sweat. Normally planes didn't make him so nervous, but he was accustomed to small craft that he was on for maybe twenty minutes. On the way there, he'd been on a red eye, fervently planning their attack. He'd been so distracted, but now, it was dark and loud and he was alone.

Steve was alone when he crashed the plane into the ice, as the water started filling in through the broken windows. He didn't remember it clearly, but intensely.

The plane impacted with the water like a cosmic collision. There was a violent explosion of ice, rushing wind, and crumpling metal. The light blinked out of existence. Steve's body was thrown forward. Agony through every limb. His bones shattered. A line opened on the back of his skull. Blood starting pouring from his head. It was over quickly. Steve opened his eyes, and the world spun around him, settling into wreckage. He was sprawled half on his stomach, broken. He couldn't move.

Water lapped at his mouth. Steve shuddered, spitting it out. More poured in around his face, and Steve moaned as he realized that there was nothing he could do. His spine was fractured in several places. The water was turning red, and he was swallowing his own blood. He was going to drown. It was not quick. It was not easy. He was going to drown. He was going to drown. Steve was going to drown. Steve was dying. He was going to drown. A sob bit at his throat. He waited and waited. The water rose around him. His body rose with it, limp. Blocks of ice drifted into his side. He could feel his skin freezing. Think of Peggy. Think of Peggy. Think of Bucky. Think of Mom. Mom, bending over him when he was sick, bathed in light. Peggy, in the storage tent, red lips wide in a laugh. Bucky. Bucky. Bucky was dead. Maybe Steve would see him. The water bubbled around his mouth. Steve choked on it. He inhaled more. And more. He couldn't breathe. He could not breathe. Steve could not breathe.

In 2012, Steve lurched out of his seat.

He actually couldn't breathe.

Steve pressed his hand against his chest. His shoulders hitched with the effort of dragging air into his lungs. He staggered towards the front of the plane, gripping the small counter top. It was hard to hear passed the white noise of the airplane, but he was wheezing. A disconcerting rattling sound just barely reached his ears. He couldn't breathe. He was absolutely certain that he couldn't breathe, and that this plane was going to crash. He was going to die, again.

At the same time, he knew that it wasn't true. He knew. It didn't matter.

He couldn't breathe.

But his teammates were exhausted, and they didn't need to be woken up by him. He was perfectly healthy. This kind of thing had happened to him before. Sometimes he woke up after a nightmare and had to stumble into a hot shower before he calmed down. There were no hot showers on his plane.

But he couldn't breathe.

The floor shook under his feet. Steve heard a desperate whining noise. It was him.

His head throbbed, and his chest ached. Tingles spread through his hands, down his thighs, pool in his knees. His legs started to feel weak.

He really couldn't breathe.

The force of his strained inhales forced hot tears to pour down his cheeks. It was such an unexpected feeling that Steve blinked. He hadn't cried since Bucky.

This was embarrassing. This was ridiculously embarrassing. The panic welling up in his throat heightened.

Steve eyed his teammates. They were sleeping. They were relaxed and sleeping and Steve shouldn't screw that up.

His vision flickered in and out, and he started to panic. Something was really wrong. The plane was going to crash, and he couldn't breathe, and he was going to drown, and he couldn't breathe, and his teammates were going to drown, and it would be like before.

Steve staggered forward. Black spots were blooming in his field of sight. His head pounded.

He fell to his knees and shook Tony's arm.

Tony frowned in his sleep, eyebrows drawing together. He shrugged Steve's hand away. A terrible, wretched sound fell out of Steve's mouth, and he shook Tony harder.

Dark eyes opened and gazed blearily around the room. They landed on Steve and blinked. Then Tony's features were flooded with some unidentified emotion, and he was sitting up and holding Steve's shoulders. As if he'd forgotten, Tony flinched angrily and threw off the headphones covering his ears.

He was saying something, but to Steve, it looked like he was lip-syncing. Steve couldn't hear anything. He couldn't breathe. Tony needed to know. Tony could fix it.

Steve met Tony's eyes and then tapped his own chest.

"C- -eath," he wheezed. He blinked and more tears fell down his cheeks.

Tony frowned. "I can't understand you, Steve."

Shaking his head, Steve's breath audibly hit a higher, more terrified pitch. "C' -eath," he tried again.

"Oh," Tony exclaimed, like a light bulb had turned on. "Oh, Steve. Okay. You're not hurt. That's not what this is." He seemed to be talking to himself. "Can I touch you?"

Steve nodded, but that wasn't important. He didn't know why Tony wanted to touch him. He had to realize that Steve couldn't breathe. He had to fix it. "Can't. Breathe," he huffed out. His mind got stuck on the fact that he hadn't taken a full breath in minutes. He was going to die. The plane was going to crash. The world swum around him.

"Hey, hey. You can, Steve. You can breathe," Tony said. "I promise on my life that you can breathe."

Tony sounded oddly gentle. Steve's embarrassment rose. He hated pity.

Suddenly, Bruce was crouched next to him. Steve had woken him up. Guilt rushed down his body, and he looked at the floor. The plane was going to crash, and he'd woken his team, and he couldn't breathe, and nothing made any sense.

"We," he hiccuped, "-crash," he told them.

Everything went dark momentarily, and he swayed forward, but hands went under his arms. He was hauled onto the couch. The sudden motion twisted everything on its side, and the world fizzled into gray. The only thing he could think about was terror. The plane was going to crash. The plane was going to crash. Steve was on the plane, and it was going to crash. He was going to drown. He was going to drown again. Overly warm hands slowly pressed against his cheeks. Thumbs firmly pressed against either side of his nose.

Steve's soul dropped into his body from several feet above it, or at least, that's what it felt like.

"Steve. I need you to hold your breath the next time you inhale, okay?"

Clawing through the fog, Steve recognized Tony's voice. He pushed against his instincts and clamped his mouth shut. Puffs of air still came in through his nose because he had to breathe but he tried his best.

"Exhale as slowly as you can, okay?" Tony said.

Steve's chest hitched with the effort, but he let the air billow out in disjointed huffs.

"Now can you inhale just as slowly.? I'm going to count for you. One... two... three."

Steve opened his eyes, and Tony was less than a foot away. He looked strained. "Exhale. As slow as you can," Tony said carefully, at an even pace. Steve let his eyes wander around him. Everyone was awake now. Bruce and Clint were hovering on either side of him, and Natasha sat on the opposite couch, her forearms perched on her thighs. Embarrassment boiled in his stomach. The plane shook. Steve's muscles tensed.

"We-we," he stuttered. He couldn't get his words straight in his head.

Tony's grip tightened on his face. "Hey, focus on me. Only me. Look at me." Steve met his eyes. "Is it okay if I ask you some questions?"

Steve nodded.

"Antietam. Commanding generals. Who were they?"

Confused, Steve furrowed his eyebrows. "Lee. And McClellan."

"Good," Tony smiled. "Gettysburg?"

Steve had no clue why Tony was asking these questions. "Lee and Meade," he answered.

"Shiloh?"

"Grant and Johnston."

Tony turned his head. "Shit, that's the extent of my military history."

"Austerlitz," Natasha chimed in.

He knew the answer, but he couldn't wrap his head around it. He wracked his brain for a few moments. He had to dig back in his memory, to frigid tents in France, trading trivia with Peggy. France. Peggy wrapping her lips around the word.

"Napoleon. Alexander the first and Francis the second. Kutuzov was stripped of command. Weyrother took over. Wasn't even a better plan."

Natasha smiled, almost leisurely. He half-expected her to start purring.

"Nerd," Tony said, rolling his eyes. "How are you feeling?"

"Um," Steve blinked. He'd forgotten, momentarily. His chest hurt, and he was overwhelmingly exhausted, but his breathing wasn't nearly as strained as it had been. "Better."

Tony seemed to realize that he was still holding Steve's face and dropped his hands. It's not as though he had issues being in people's personal space, because he casually gripped Steve's thighs. "Planes, huh?"

Infinitely tired, down to his bones, Steve curled over his knees and pressed his hands into his eyes. He scrubbed a hand through his hair. "Yeah," he said raggedly. There was a long silence. He could feel Tony staring at him.

"You handled that... really well," Clint said.

Tony shifted on his knees, giving Steve a little more space. "After New York, the same kinda thing happened. I just did what Jarvis did for me." He sighed. "So, back to Steve, who needs to know something." He tapped Steve's chin.

Steve looked at him.

"Just because I think rationality applies to everything," he started. "I know that maybe reason doesn't help with panic attacks, but," he drifted. "I would never let this plane go down. It's the newest technology. The pilots each served in the air force for like, thirty years. And even if it did, I wouldn't let you drown. Hell, I'd let the big guy take care of everyone else and make sure you never even have to touch the water. I have a thing against teammates dying. It happened once, and I'm not going to let it happen again. I would never."

Steve flushed. "Thanks."

"That was actually kind of sweet, Tony," Natasha voiced from the back.

Tony glared at her. "I have feelings."

"So many," Natasha shot back. "It's exhausting. And speaking of exhausting things, Steve, you need to sleep. Actually sleep. You look like crap." She wormed between Steve and Clint, and then unceremoniously pushed the archer off the couch. She pressed her hand against Steve's shoulder, which enlightened Steve to the fact that Bruce had been stroking his back for so long that there was a warm, tinging line that marked his path. That was nice. "Do you think that if you couldn't hear the plane, you'd feel safer?"

Steve shrugged. "I guess I could try."

"Awesome," Tony chimed in. He reached behind Clint and grabbed the headphones sitting on the table. He settled them over his ears, and Steve was plunged into silence. Startled, he jerked his hand up. Tony said something, but it was lost to Steve. Natasha's hand moved to his other shoulder and pulled left. He looked at her, and she smiled encouragingly. Steve carefully stretched out, jerking when Bruce wrapped an arm around his calves and rested his feet on his lap. Bruce winked at Steve. Warmth bubbled in his stomach.

Steve spent a long moment gazing at the ceiling of the plane. He caught a glimpse of Tony as the other man spread a blanket over the three of them on the couch. Tony smiled softly at Steve and mouthed go to sleep. Someone patted Steve's stomach, and he looked down and noticed Clint was sitting on the floor next to him. The archer gave him a small salute.

Natasha leaned over and blocked his vision with her head. Her features were shockingly soft, and she seemed to be communicating something with her eyes. It was comforting. A hand brushed down his eyes, forcing his eyelids to flutter closed. It was dark and quiet. Bruce's arm rested over his calves. Natasha's finger combed through his hair.

If the plane went down, Steve would be okay.

This was probably out of character, as Steve was in a plane during CA:WS and it didn't seem to bother him, but I figured that a passenger plane for that long, especially when he's overtired and feeling alone, would start to get to him. Of course, as it is with panic attacks, sometimes they don't have predictable triggers, and we're left with dealing with them.

Thanks for reading!