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Holly Potter and the Midlife Crisis

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She was able to meet up with Fury and Maria the day after her arrival. She’d settled in a café, not far from Grimmauld Place really, and had the opportunity to hug her dearest human friends. Her ability to visit earth had been sporadic at best. She’d lived in constant fear of leaving the Skrull without protection of some sort. During their exodus, working on building up their population and finding a habitable world, Carol had only ever been able to sneak back to earth every few years, and often it was just her landing on Maria’s farm and spending the night there. Whenever she was there, Maria and her had far more interesting things to do than to update Carols’ knowledge of current events and pop culture. It wasn’t until they’d finally settled under the protection of Xandar that she’d started to relax.

Still she hadn’t gone back to earth to live, part of the agreement with Xandar had been that Carol would act as the Skrull’s first line of defense with Xandar providing back-up and support as needed and requested. Sure it was easier to defend her friends on a planet but it still made her wary of leaving for long periods of time. She only felt comfortable being here and now because earth had needed her, and because Ronan had finally made himself vulnerable to her fists. She’d return to the Skrull soon with news that the last of their attackers had died, and something in her warmed.

Ronan was gone, the last of the Skrull empire was no more. Just the day before she’d worked with fellow super powered humans and finally, finally put the monster to rest. 20 years she’d fought to dismantle and destroy the empire that had molded her into the being she was. They had taken her memories, taken her identity, and then they had funneled her into their propaganda machine. To this day she had no idea what harm she could have caused had her first mission not taken her to earth of all places.

When she met up with Maria and Nick, both of her friends took the time to walk her through the last twenty years of history that were relevant to her new position. She’d been seen with the Avengers, she’d worked with them, people were going to start to talk. Not that Carol minded exactly, her identity had been pretty much entirely erased from existence first by the US Military and then by SHIELD. People could dig as much as they’d like and they’d only know what she told them.

Still it was odd to learn that Captain America was alive, that Stark Industries was no longer supplying the US military with the best weapons and equipment, that Nick had organized a group of heroes to protect the planet and hadn’t called her.

She almost wanted to be offended by it but in the back of her mind she could admit that Nick’s decision was somewhat reasonable. Not only did she have the responsibility of an entire race on her shoulders, but she was not what one would call a ‘team player’. It wasn’t that Carol could not work with others, basic training had ensured that, and in fact she had learnt how to follow orders when she’d been part of the Kree.

She just didn’t like to.

Something about being told what to do, being ordered, made her itch. She’d had one teacher in high school compare her to a wild horse, in theory she was ridable but anyone who tried to put that into practice usually ended up trampled. In the same way, Carol could in theory work on a team, but in practice she usually ended up doing whatever she thought best, her orders be damned.

This worked well when she was protecting the Skrull and they trusted her to make the bests choices. But listening to Nick describe each of the Avengers she’d met the day before she had a feeling that she’d butt heads with all of them more often than not. Carol was not unaware of her flaws, she was also generally unapologetic for them, which also would not have helped the problem.

“You still should have called when the invasion happened.” She grumbled.

“We had it handled.” Nick claimed.

“They sent a nuke on the city.” Maria told her, rolling her eyes. “If Stark hadn’t flown it through the portal the entire city would have been destroyed.”


“That wasn’t my call! I told them it was a stupid ass decision!”

“So, the invasion happened what…two years ago?” Carol asked. “And the guy responsible for it, he’s on the team now?”

“Mind control.” Nick answered. “Not like yours, guy was straight up out of his mind, he kept trying to attack the Avengers whenever the magic in his mind got too much. If it weren’t for Potter…well I don’t know how it would’ve ended, probably another blood bath.”

“What’s her deal?” Carol asked, doing her best not to betray her interest. Maria noticed anyway and rolled her eyes. Something she seemed to be doing quite often.

“This is classified.” He said. “Both of you better not spread it around.”

“Who would I even tell?” Carol asked.

“Nick, I live on an isolated farm because the US government doesn’t want me talking, it’ll be fine.”

So, Nick told them, grumbling about the amount of paperwork and effort Holly Potter had put him through, the suffering that one witch, could cause the head of SHIELD. He told them a summarized version of the events as he knew them, a secret magic society on earth filled with magical humans who were hiding to protect children against anti-magic persecution. Then a wizard Hitler rising to power in the 1950s and causing chaos for decades, until Holly Potter as a teenager killed him and then spent the next ten years of her life removing every bit of his influence from the earth.

“Wow.” Carol said, she was impressed. Truly.

“I thought you’d say that.” Nick scoffed. “Look, after all the Death Eaters were gone…Potter didn’t have anything going for her.”

“And you swooped in and brought her onto the team.”

“I wish. In fact, much like you, I didn’t learn about any of it until it was far too late to do damage control.”

“I’m liking her more and more already.”

In truth Carol had liked Holly when the British woman had given her a look for apologizing the day before and then proceeded to kneel on the ground and fix all of London without a word. It almost seemed like Carol had offended the woman by implying that they needed her help, or perhaps Carol’s guilt had been read as pity. If Holly had read it as pity then she was lucky Holly hadn’t tried to punch her, it’s what Carol would’ve done. Either way, watching the glowing woman magic up the entire city, repairing what Ronan had destroyed had left Carol just a bit speechless. What had charmed her was how Holly had seemed offended and put out when Steve and Tony helped her to her feet, as if the idea of accepting any help from them was a mark on her pride. What was even funnier was that Holly didn’t seem to realize she was doing it.

Carol liked that sort of spunk, it was the same sort of mettle that had powered her through her entire life. 

Nick told her about Holly moving to New York and becoming a cleaning lady, he also warned her not to make jokes about it because Holly was the sort of person to take offense at anyone disparaging domestic workers and the last thing he wanted was an all out fight between the two most powerful women in the universe, so if Carol could please keep her mouth shut he’d be very grateful.

She made no promises.

Once the story was told, in all its glory, Carol frowned.

“I knew Ronan had gotten a new…sponsor.” She admitted. “After most of the Kree empire was dismantled, Ronan still managed to find new forces and supplies. I couldn’t track it with my own contacts. I thought it was just some old war lord who used to profit from Kree Imperialism. This Thanos guy sounds serious.”

“He wants the tesseract. And five more objects of similar power so he can destroy all life in the universe.” Nick said. “And we know he’s coming here. He started in 2012 with the invasion of New York, there have been multiple more instances, yesterday’s invasion being the latest.”

“How long until he comes himself?”

“No clue. We have extremely limited intel on the guy, only what Loki remembers from his captivity and the few things Holly’s managed to magically discern. It’s not enough to give us a timeline, or what sort of forces he still has in his employ.”

“Well Ronan’s gone.” She said. “That’s something at least.”

“So is the rest of the Black Order, his most devout followers.” Nick added. “We’ve no idea if that’s going to be enough.”

“It’s okay.” Maria said. “If you have to go back to the Skrull, Holly seems pretty capable.”

“The Skrull are safer now than they’ve ever been.” Carol said shaking her head. “With Ronan dead, all aggressors towards them are gone. They’ve been left under the protection of the people of Xandar, a pretty powerful planet all told, I don’t think anyone is going to come after them. No one even knows where they live now. I’ve been working with plenty of people to get cloaking technology up on the planet and it’s pretty much complete.”

“So, you’re staying?”

“I’m staying.” Carol said. “I’ll have to fly back soon just to smooth things over and let the Skrull know but I’ll stay here. Even if Holly and the rest have it handled, this isn’t the sort of threat I can ignore.”

“You’ll need to talk with the Avengers, see where and how they want to work with you.” Nick said. “I’ll be in contact pretty frequently, I’ve been working with Potter to get the wizarding world on our side, that’s what allowed London to last as long as it did. They magically warded the entire city, it took a long time to get them to see reason but Loki and Holly managed it.”

“I’m staying with the other Avengers right now.” Carol said. “When I go back there I’ll talk to them, I told them part of my history, enough to know I’m on their side. I’ll tell them the rest and see what I can do to help. I won’t try and usurp anything.”

“Right.” Nick said, the disbelief clear in his tone.

“I’ll believe that when I see it.” Maria scoffed making Carol roll her eyes. Was it her fault that she was assertive? She’d had to be to survive in a military that didn’t want women and with the Kree. Being meek or humble didn’t get you anywhere in the world. Especially in a world that wanted to make you small and cut off pieces of you to fit into the box they expected.

“Anyway. How’s Monica?”

“Good. Good.” Maria said. “She graduated college last time you were earth side, she got a job in Seattle, doing a lot of good humanitarian work. A real powerhouse.”

“I’d expect nothing less.”

Nick had kept in contact with Maria and Monica, strangely enough the friendship she’d formed with him had bridged their way over to Maria. Carol had…suspicions about what form that friendship has taken over the years. The only reason she was suspicious was because she refused to ask for the truth. What if she was wrong? What if she was right? What would it matter?

She and Maria’s relationship had…sizzled out due to a lot of things that were out of both of their control and while Carol was pretty sure she’d love Maria till the day she died, and Monica too, that didn’t mean that Maria couldn’t love someone else. Maria deserved to be happy, she truly did, and if some sort of strange not relationship with Nick made her happy then Carol would stuff her own complicated feelings down deep into her gut and move on. Besides she didn’t even know if Nick and Maria had a thing. She wasn’t even sure if Nick had things with people. She’d met plenty of people in college, meeting in clubs that were nothing more than fronts for queer people to meet together, who had never wanted to have things with anyone at all, romantic or otherwise.

They talked about Monica and about things that were going on personally for a little while longer, before Nick handed Carol a new cellphone and the paperwork to make her a real earth citizen again, a fake identity created whole cloth out of nothing, the only thing that was the same was the name. Which didn’t really matter, Carol was nearing the age of 50 but still looked to be in her early thirties, even if anyone wanted to connect her to who she’d been the timeline wouldn’t add up for shit.

   Eventually they ran out of things to talk about. It was a strange feeling to have, knowing that these two people were her closest human friends, friends she hadn’t seen in years and she was still struggling to find things to share with them. It wasn’t like things didn’t happen to Carol, she was busy all the time, but it was never anything personal. She could talk for days about her work protecting the Skrull but the moment Maria asked her about her hobbies, Carol’s well ran dry and she just shifted awkwardly in her chair.

“We’ll talk soon.” Maria promised. “You’d better put some time aside for dinner, I’ll call Monica and get something set up, we’ll have a proper family dinner at the farm.”

“I wouldn’t miss it for the world.” Carol promised, a smile easily forming on her face at the thought. “You’ll be there too Nick, right?”

“I don’t really think I have a choice.”

So, with one last hug to both of them, Carol made her way back to Grimmauld Place. When she’d left that morning, Loki had explained that the magic would allow her back in, but because she lacked magic herself, she wouldn’t be able to see the house until she was literally on the doorstep. She just had to believe it was there and it would be. Sure enough when she got to the right street there was no number 12. Carol kept walking determinedly towards the place between 11 and 13, focusing as hard as she could on the door she remembered leaving just that morning.

She felt rather than saw the stairs leading up to the door and pushed her way through. One moment there was nothing and then the next an entire building appeared right in her vision. It was just as disorienting as it had been the night before. Still she pushed the door open to the sounds of the Avengers all further inside.

“I’m back!” Carol called.

“Danvers! Where were you?” Tony shouted back. Carol rolled her eyes and walked down the dark hallway until she found a large room where all of the Avengers except for Holly were lounging, they were still in their pajamas, even though it was well into the afternoon. This was probably because the day before they’d spent literally hours fighting against an invasion. Carol decided not to make a joke about the ducks on Clint’s sleep pants. No need to antagonize this team too much, she’d probably do that enough on her own just by being herself.


“You told me you were going to see Fury.” Loki said. “He doesn’t seem to be a man who’d ever be near the concept of a brunch.”

“He has brunch with me.” She shrugged. “He wanted to catch me up, Earth’s changed a lot in the last 19 years.”

“Yeah no shit.” Clint told her. “You were really at brunch for that long?”

“What can I say? Nick and I go way back.”

“Yes, he told us that.” Steve said. “Sent a message to Jarvis with a few files on you, what you did back in ’95. It confirmed what you told us.”

“I didn’t have to lie about any of that.” She said.

“Still.” Loki said. “I think it’s fascinating a human managed to survive direct contact with the tesseract like that. Jane, you met her yesterday, nearly died multiple times from being in contact with another one of the stones.”

“It’s mostly due to Mar Vel’s engine, it…converted the energy enough to make it survivable. Plus, the Kree gave me a lot of medical care. No idea what would’ve happened to me if they hadn’t doped me up so much.”

That answer appeased them, and Carol took a seat while Thor spoke up, obviously trying to continue the conversation Carol had interrupted.

“Hopefully the invasion in Asgard was fully quelled, I’ve no doubt that Sif and the Warriors Three have managed to do so, but Loki and I will be returning soon to ensure it.”

She looked around at each person in the room, committing their faces to the names and histories Fury had given her. There was Winter, also known as James Barnes or The Winter Soldier, Hydra’s greatest assassin and prisoner of war. There was Bruce Banner, who was the mild alter ego of the Hulk whom she’d met yesterday and thoroughly enjoyed watching work. Of course, there was Tony and Steve, whom she was slightly more familiar with. She’d been in the Military when Howard Stark still ran the company, she’d been with the Kree when Tony had taken over, but she still knew of him. There was also Natasha Romanoff, the Black Widow, as well as Clint Barton, Hawkeye, two excellent SHIELD agents according to Nick. Finally, there was Loki and Thor, the two gods of Asgard, a place Carol had heard of on her travels but hadn’t believed in before yesterday.

All in all it was a motely group if she’d ever seen one. She sat slightly outside of the circle listening as Thor and Loki described what had happened on Asgard and what they’d learnt about the infinity stones. It wasn’t much, but it was something. They now had possession of three of the stones; Space, Mind, and Reality. Loki knew how all three of them worked now, having had the opportunity to interact with them.

What’s more important is what they’d learnt about Thanos.

“He’s done some sort of magic ritual.” Loki said. “He sacrificed the life of every other Titan in order to gain immunity from Death.”

“What does that mean exactly?” Tony asked. “That we can’t kill him?”

“Exactly. Based on what Holly’s learnt, he cannot be killed, not by anyone or anything,” Loki said. “I’ve not done much research about the sorts of rituals that Thanos did but I have a feeling that the man will also have intense regeneration abilities.”

“So, if we paralyzed him it wouldn’t stick.” Steve said. “Like me.”

Loki tilted his head in agreement.

“So, what then?” Carol asked. “We can’t kill him, or injure him enough to make him harmless.”

“We?” Tony asked, motioning between his team and her.

“Yes we. Thanos is a threat to us all, and I want to be here to help you defend Earth.” She said. “You’ve seen what I can do, do you really want to turn me away?”

“No one is saying that.” Natasha said. “We just don’t know you well.”

“But we will.” Bruce added. “Fury’s vouched for her, what more do we need?”

“Well she could have at least asked.” Tony joked.

“Oh Mr. Stark could I pretty please join you and your merry band to save the universe?”

“I mean if you’re gonna be desperate about it.”

She rolled her eyes while Clint leaned over and pushed Tony lightly, telling him to stop being such an ass.

“Right, now that that’s over and done with, there are things we need to discuss.” Loki said. “Holly related things.”

“Where is she anyway?” Carol asked.

“She fixed the entirety of London last night.” Loki said. “She’s sleeping off her magical exhaustion.”

“Knowing her she won’t be awake for a few days.” Steve told her. “Until then we’ll be watching over her and recovering, then we’ll head back to New York.”

“Right.” She said. “And you all are going to talk about her while she’s asleep.”

“Talk about who?” Holly asked making a majority of the Avengers yelp in shock.

Carol turned to see Holly had entered the room. She too was in her pajamas and she looked absolutely exhausted. She had bag sunder her eyes and she was leaning against the doorframe, rather than trying to hold herself up. She was carrying a large ceramic mug in her hands that was filled with some sort of steaming liquid, probably tea based on the smell. Holly’s long black hair was sticking up in every direction from her head, mussed from sleep.

“Holly.” Bruce said. “What are you doing up?”

“I’m the Personification of Life.” She said. “I don’t think I need to sleep off my exhaustion for days at a time now that I’m literally plugged into the universe.”

“You’re what?” Carol asked.

Holly turned to look at Carol, her eyes a bit wide and a hint of silver forming on her cheeks that Carol wasn’t certain if she should call a blush or if that was normal for silver witches.

“I’m the Personification of Life.” She said. “It’s a recent development, Fury doesn’t know about it, it’s…been a bit of adjustment. I was essentially given a nasty case of immortality and infinite power without my consent, along with a makeover that makes me look like I take a glitter shower every morning.”

“Right.” Carol said. “Personifications exist.”

“They do.” Holly confirmed. “They’re not…common so far as I can tell. We exist as something of an immune system for the universe, just representing our thing and doing things to further the growth and health of the Yggdrasil.”

 Carol had been around enough in the last 19 years for it to not be totally unbelievable. So, she nodded in acceptance and hoped that more proof would come later.

“We ran into a few problems.” Loki added. “With the Life thing.”

“You make it sound like a disease.” Winter said.

“It sort of is.” Holly said. “Malekith had access to abilities that I am incredibly weak against, dark energy manipulation left me almost immediately incapacitated. If Thanos is capable of that in anyway, he’ll be able to ruin me.”

“We think she was weak to it because Malekith had access to abilities that existed before the creation of the universe. The dark elves are arguably the universe’s first beings.” Thor said. “And if Holly is an incarnation of a star then Malekith was a black hole.”

“Shit.” Clint said.

“Yeah there’s more bad news.” Holly said. “There’s a reason I didn’t kill Ronan. I can’t.”

“Like as in morally?” Tony asked.

“Does she seem like the person to have a moral objection to killing a scumbag like Ronan?” Winter asked.

“No. Not morally, I tried.” Holly said. “But I literally can’t.”

“Wait.” Bruce said. “If you’re Life then…”

“Then I can’t cause any death.” Holly finished. “I represent the beginning, the introduction of energy into the universe. I physically cannot do anything that will cause the removal of that energy. I tried everything I could think of to kill Ronan, everything, but I could only injure him.”

“Well. Fuck.” Tony said.

“That’s basically what’s been playing on loop in my head for the past three days.” Holly agreed. “So not only do we have an enemy with an unknown amount of forces and power working behind him, on his way here to destroy us and then the universe, that literally cannot be killed. But I, the most powerful person on the team can’t even…”

She trailed off staring into her mug of tea.

“If you can’t do it that doesn’t mean the rest of us can’t.” Carol said, Holly immediately got a look on her face that Carol knew too well from her own. And just because Holly couldn’t kill didn’t mean she couldn’t hurt someone. Carol rushed to explained herself better. “I’m not saying that to be cruel or anything, I saw the work you did yesterday, you’re clearly good at what you do. If we work with you, then you can do the brunt work and one of us will land the killing blow. Like you and I did yesterday, you held Ronan off and kept him teleporting away and I got him. I’ve been chasing Ronan for 19 years, if you hadn’t been fighting him like that, he would have noticed me coming back and made another run for it.”

“It’ll require a new team dynamic.” Loki said looking over at Steve and then at Holly. “But I believe it’s manageable. You’re not anywhere close to useless Holly.”

“Yeah.” She said sipping on her tea, not really agreeing with his words but not arguing about it either. Carol had a feeling she was missing something.

“I say we table this discussion for later.” Tony decided. “Pepper’s just messaged me about PR, the world is going nuts over the invasion yesterday and we need to make a few public appearances, especially you Holly since you’re awake this time around.”

“Ugh, not again Tony.”

“Don’t complain to me, you’re the one who magicked all of London.”

And like that the bubble of tension disappeared and Carol was pulled into a discussion on what their message to the public would be, both about what Holly did and who Carol actually was. There were also going to need to be information given out about Winter’s identity as well, which seemed to be the riskiest reveal of them all. It was weird, PR had never before been her concern and it took the other Avengers all of five minutes to realize she did not have the temperament to appear before reporters on her own.

Which she took offense to.

She could behave as long as the journalists did.

“Journalists never behave goldilocks.” Tony told her. “You’ll go with Steve, he’ll introduce you and you’ll smile and wave.”

“Don’t call me goldilocks.”

The look in the engineer’s eyes made it clear that was a request he would never, ever fulfill.

Carol couldn’t bring herself to mind.