AN: Dedicated to the lovely @kristybauer7 for commenting and voting. 

"I'm guessing your...lover? Is it? Will be rushing over pretty soon. Too bad you'll already be dead," Loki gravely said into my ear piece, referencing to Steve. His breath scratched at my ear as he started to back away.

Steve fought with Red Skull. Quick punches to the face and ribs. He kept his shield on his back as he deflected moves Johann sent his way. Steve kicked him down and dove for the pistol. A few bullets shot out of the gun and ate their way through Red Skull's chest. He fell backwards. Steve's head turned in my direction and darted off towards me. "Lilly!"

I swirled around the blood in my mouth before spitting it out onto the floor. The metallic taste gave me a few ideas, even if my head was on fire from the power of the scepter. I took control of any strength I had left and faced my hand towards Loki. With a flick of my wrist, I intended to throw him across the field.

But nothing happened.

Loki pulled the scepter out of my chest and pushed me onto the ground. "Pity. Some people just choose not to trust their own rage. The Lilly I saw weeks ago is the one I prefer."

My powers...why can't I use them? I landed on my back and stared up at the sky. My hands twitched over my wound, trying to cover it, but the flesh ached from sensitivity.

Peter crouched behind the God of Mischief and used his wrist devices to throw webs onto his armor. My cousin worked quickly and started to spin around, throwing a confused Loki into the air. The scepter fell from his grasp. "Now!" He yelled.

Ironman flew out of nowhere and used his ray gun on Loki. The God hit the side of a building and slid down, still getting hit from Tony's gun. Thor joined Tony and tried to take control of the situation.

"Hulk, I need cover!" Spidey shouted at the top of his lungs. He dove next to me and ripped off his burnt mask. His hands hovered over my wound; Peter's face scrunched up in worry. His erratic breathing came to a stop and the panic settled in. "Lilly...Lilly, no... Can you heal?"

I shook my head wearily. The blue power raced through my veins and became stronger by the second. It started to change me. Control me. If it could turn my powers off, something bad was about to happen. "It's the scepter...Where is it?"

Peter glanced around quickly, his eyes searching for the weapon. "Don't worry, Lilly. I'll find it." He sprinted off to find it. Hulk jumped on top of a few enemies, smashing their bodies completely. He screamed out, grabbed a car, and knocked a bunch of soldiers over.

Steve slid across the ground after he tripped and ended up next to me. He groaned and sat up, lifting my head up onto his leg. One hand cupped my cheek and the other touched my wound. I shrieked in agony as he drew his hand back and wiped the blood off. He cringed and raised his eyebrows in anguish. "Lilly...please, stay with me."

I set my bloody hand on his. I felt the blue power run through my eyes and the frontal lobe of my brain. It sizzled and burned, making me wince from the torment. "I can't...heal..." Blood dripped down the side of my mouth, leaving a trail down to my chin. Fear started to settle in. I never feared getting hurt until now. My vision blurred over and the energy I once had started to fade.

"I need you, Lilly. Please, stay," Rogers implored. "I already lost Peggy today. Don't make me lose you too." He looked up and threw his shield at a few agents scrambling around the city. They must have been looking for Red Skull for orders on what to do next.

Peter rushed over with the scepter and handed it to me. "I don't know what else to do," he pulled at his hair and took care of some bad guys that came up.

I ran my fingers along the scepter, looking for a way to control it. When I touched the blue gem, nothing happened. I scraped my finger along the sharp end to open my skin. Blood seeped from my finger, allowing me to push it against the gem. The power flowing through my veins travelled back into the gem, powering it back up to full capacity. My lungs heaved as I raised my hand to touch Steve's face. A smile crept its way onto my lips. "This battle isn't my last."

Steve watched me heal with some wonder in his eyes. "I thought I was going to lose you there for a second," he admitted, the corners of his lips forming a small smile.

"Is Parker okay? I need to know in case I have to kill Loki myself," Tony questioned, flying around the city and blasting soldiers to bits.

"I'm fine, Stark. Thanks for worrying about me," I informed him. Steve helped me up and went back to fighting. Peter wanted to come close to embrace me, but some soldiers stopped him from doing so.

Our communications was going crazy with sound.

"Clint!" Natasha yelled and groaned when something hit her.

Barton ran to her, his feet stomping loud enough to hear through the mic. "Stay with me. Come on, Nat." He huffed and helped her up. "We need to get Nat to a hospital."

"Stop!" Thor put his hand out in front of some soldiers. They looked at him blankly. "Don't you recognize me? I'm Thor, son of Odin." The army kept on attacking.

"Guys, we have a problem," Tony began. He waited a second as Jarvis talked in his ear. "There's a nuke going to touch down in seven minutes."

Thor grunted as he threw a soldier into another one. "Why is your government so naïve? They think they can solve everything with more destruction."

"I want to put it somewhere, but we can't throw it into Asgard. Millions would die." Tony flew across the sky as he shot at the soldiers down below. He sent debris from fallen buildings onto them, smashing them under the weight.

I searched my surroundings and kicked a soldier in the head. He drew his sword and aimed at me. I grabbed a hold of his arm, twisted it behind his back, and sent him to the ground. "Give me a place and I'll move it."

Jarvis calculated something, sounding faint in the ear piece. "Jay says he can't find a place," Iron Man responded sadly.

"There's got to be a way. There are thousands of people here," Steve wandered off as he chucked his shield. It bounced off of men left and right until it landed back in his hands.

A quinjet came in hot and hovered above us. It fired at a group of enemies and wiped them out. "You guys need to leave. Now," Coulson advised after he connected to our comms. "And I don't want to hear any but's about it. This is a direct order. There are enemy jets flying in, and I don't have the support to take them out."

Steve shook his head and was about to say something until I stopped him, "Unless you want to die by radioactive material, Rogers, then get on the damn ship." Fire erupted from my hands and set a falling building on fire. It exploded after it crashed against some cars and blew chunks of the army away. We shielded ourselves from the immense heat.

Steve objected, "We can't leave."

I made sure no one was around at the second and put my hands on Steve's face. He looked at me, his expression pained. His lips twitched slightly to say something, but nothing came out. Dirt covered his face in spots and filled in the cuts he had. Sweat dripped down from his messy hair to the side of his temple. I reasoned with him, "If we go down with them, who is that helping? No one is going to protect the remaining population from Loki." I paused and bit my tongue. The consequences that could come after would damage us. Who knows what would happen. "This sounds bad, but do these doomed lives seem more important than the rest of the world's? We need to go. Please." My voice cracked as I thought about what I was saying, "We can't save everyone, Steve, but we sure as hell can avenge them."

Steve tightened his hold on his shield and covered us from a blaster shot. The big brutes marched from the portal and into Chicago, firing at anything they could see. He hesitated and looked at all of the destruction. The madness. Fire started to spread. Smoke and dirt rose from the ground and broken cars. Team members huffed and sounded tired through the ear piece. We hadn't even made a dent in the army, let alone take out Red Skull and Loki. Dead civilians lined the streets, covered in blood and dirt. He had to make a decision. "Avengers...assemble..." Steve hung his head and ordered. The sound of failure and defeat hovered in his voice.

"Hulk, get out of here," Stark demanded as he made his way back to the quinjet. Hulk smashed a few more soldiers and buildings until he finally jumped out of battle. A green speck was all that could be seen in the air until he disappeared behind another building.

A scratchy voice came over the comms, "Nat and I can't make it."

No. Not Clint and Natasha. They were going to make it. Hell would have to freeze over before I let them go. "Get Peter to the quinjet. I'll meet you there," I told Steve and created a portal leading to the tallest building I could see. I grabbed one of the satellite dishes to maintain my balance and searched for them. "Which street are you on?"

"I see you," Clint waved one arm as he held Nat up with the other. My hand aimed at the spot in front of them, spawning a bright pink portal. They walked in and I switched towards the quinjet, where I placed the other. They landed inside of the jet safely and buckled up.

I jumped down against the side of the building, running my hands across it a few times to slow myself down. Having Peter's power to cling against objects came in handy for a situation like this. I landed on the ground and got my bearings straight before I went on my next search.

Amelia.

"Lilly, what are you doing?" Peter yelled through comms. He sounded panicked and watched me from the jet.

"Hold on," I hushed him and listened. Through the blasters of the quinjet going off and the guns firing at it, I could hear a sharp cry. Somewhere...close. I heard her.

"Lilly!" Her shrill shriek bounced and echoed in the streets.

I glanced around quickly and spotted her in the crevice of a broken building. I sprinted towards her and picked her up in my arms. Tears stained her red cheeks and eyes. Amelia's lips quivered as her whole body shook. "Don't worry, sweetie. You'll be okay." I jumped into a portal and hopped into the quinjet. "Waiting on you, Coulson!" I strapped Amelia in and looked around.

Coulson took off and sped across the sky. Tony sat down and put his head in his hands. He hadn't taken the suit off just in case, but the suit was setting off sparks because it was damaged so bad. Scratches, broken and twisted metal, the beam of his core was dim, his suit was a mess. Steve sat in the front with Coulson, remaining quiet.

"Thor, get out of there!" Barton hollered into the mic. Ash littered his brown hair, making it seem darker than it really was. His suit was torn in places and  an empty quiver clipped to his back. He glimpsed out the window in an attempt to see him, but we were already almost out of town. "Thor, close the portal to Asgard. You're in danger!" His hands stayed on Nat's shoulders to hold her up. She bled from several wounds and a major one to the leg. She was out cold, but the seat belts kept her in place.

All that echoed through over comms was Thor and Loki's fighting.

Peter dropped the scepter, rushed over to me, and hugged me. After nearly dying and almost losing me, his heart thumped against his rib cage. He threw his mask to the ground and inhaled the fresh air, taking in the smell of the fight. I made sure Amelia wasn't looking out the window and set my hand on the top of her back. She whimpered and put her hands around my leg, pulling me closer.

The blast finally hit and the bomb detonated. The ship shook a bit, but not enough to throw it off course. A mushroom cloud came into view, overshadowing the city of Chicago. It was bright and full of fire. Colors of gray, dark red, and black filled the sky.

All of us remained silent. The city was obliterated.

Our mics started to screech with a sharp noise and all of us yelled as we took it out. We threw it to the center of the ship and let them malfunction. Thor must have lost his ear piece in the blast. Or...he was in the blast.

I imagined it all. What it would be like to be on ground zero and seeing it go off. Those poor people running or staring in awe. The screams as they knew their fate was upon them. The heat as it cooked their skin and erased their existence. A pain settled in my chest and almost made me cry out.

All those lives we were supposed to protect...and we let them down. We let them die. What else could we have done? The government had other plans that clearly didn't involve us. They planned to kill us all. Dying alongside them would leave no one to avenge them.

We were weak. injured. Hopelessly outnumbered. We were a bunch of torn heroes that failed to make the world a better place.