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The second we'd lifted off, I put some work into the plane itself. I couldn't do much since, despite Upgrade being able to live up to his name, I still needed to work damn hard to make sure my changes were permanent, and even that was optimization, repairs or other superficial stuff. Later I might work to get some more interesting stuff done, but based on what I could see of Coulson as he wandered around inside me, a new plane might be better. I also shut off several trackers that had been left inside the Antonov, repaired some smaller issues that would have been missed by a human mechanic, and added little things to make the plane more fuel efficient and faster. Not as good as Tony or Jury Rigg, but damn good for a few seconds of work.

Then May twisted the controls. I spun in a little daredevil maneuver in accordance with that. Curious, I sprouted my head in the cockpit. "Hey May. Everything okay?"

"Hm?" May looked at me idly, as though random heads sprouting out of the wall was an everyday thing. I swear, we're all getting so jaded on this job. "Oh, sorry. I was just testing her out."

"I get that," I said thoughtfully. "Tell ya what. What about I manipulate the gravity in the rest of the plane so they don't get affected, and I let you go nuts."

"You can do that?" May asked in surprise.

"May, Upgrade is stupidly overpowered sometimes," I said, my round green eye turning up in an Upgrade smile. "Seriously you wanna have some fun?"

She smirked. Then she pulled back on the controls, bringing the Antonov into an insanely fast climb, before spinning at high speed. I manipulated the gravity in every room except the cockpit to keep the others from feeling the sudden speed and spin, then let out a whoop of joy, May smirking just a bit wider.

"Mahmoud!" Someone yelled inside the section of the plane that could be called the lounge. I pulled my head from the cockpit and sprouted it in there. Coulson was standing in the center of the black and green space, while Skye and Fitz were sitting nearby.

Coulson looked at me as I rose out of the floor in front of him. "What's up?"

"Are you responsible for that?" He pointed at the window. Outside, one could see just how much fun May was having.

"Uh… yeah?" I said with a small chuckle. "May wanted to go all out."

"Can you at least change the view? Some of us are feeling a bit queasy seeing the world twist outside while we're all standing still," Coulson looked over at Simmons, who was holding a hand over her mouth as Fitz rubbed her back.

"Ohhhh, ohhhhh," she said weakly.

"Sure thing!" I manipulated the windows to show a normal sky.

"Thank you very much," Coulson smirked. "Now, can you check on our Russian guests? I'll join you in a moment."

I nodded my tendril head, then flowed through to the ship to where Mikhail and Fantasma were. Then I stopped when I realized they weren't the only ones there.

Creel and Skye were with them, the foursome sitting around a large metal barrel with a spigot on the side. They all had some clear drinks in small shot glasses, apparently coming from the metal barrel.

"Where did that come from?" I asked as soon as I saw the barrel.

Mikhail cursed in surprise when he noticed my head popping from the floor, then looked me over. "Dial? What in god's name?"

I blinked a circular eye. "Yeah, what's up?"

"You're a head," Fantasma said weakly. Mikhail tried to poke at me in fascination, recoiling when I shifted my form back.

"Don't do that," I said, twisting my eye to stimulate a frown.

"That is so… strange," Mikhail mumbled.

"Yeah, he does this sometimes," Skye sipped her drink, giving me a fond smile.

"Where did you guys get the vodka?" I asked, cocking my head tendril.

"This?" Mikhail looked down at it. "Oh. I requested it," he tapped it with a chuckle. "I figured it would be a while before I got real Russian drink."

"He means," Fantasma grumbled. "He's the drunkest bear in Russia and he loves proving it."

"You want me to take that back?" Mikhail pointed at her drink. Fantasma took another lazy sip, smiling at him. "Also, what was that earlier?" he pointed at the window. "I know I didn't drink that much-"

"Could have fooled me," Creel mumbled.

"So why was the world twisting?" Mikhail continued.

"May wanted to have fun," I tried my best to shrug, Fantasma and Mikhail staring at the odd image of a head 'shrugging'.

"May?" Skye said in sheer disbelief.

"She can be pretty fun sometimes."

"We aren't talking about the same May, are we?" Skye said again.

Coulson came in right about then carrying a bunch of files. He stopped when he saw the barrel. "...I'm going to just assume that's your fault," he said to Mikhail. The part-time bear grinned, chugging back his drink and pouring himself another.

The leader of Team SHIELD smiled, walking up to join us. "First, pour me a glass," Creel politely reached for a glass. "Second, I have your papers," he held out the papers to Fantasma, who rose and took them.

"About that," I said. "She's an Avenger now?"

"Yeah, when were we getting the memo?" Creel added. He looked over at Fantasma. "I mean, I like you. And I'm the last person to judge how ready someone is to be an Avenger. But it's unexpected, ya know?"

"Zat is understandable," Fantasma said in slightly accented English. She was once again sitting as calmly as a queen in her court, one leg draped over the other as she lifted her lips just a bit. "It was a surprise to me as well."

"Apparently, the Russian government was always planning on doing this," Coulson added. "They weren't sure of who would go, but the decision to send a Winter Guard member to BRIDGE was in motion for awhile. But recent events accelerated that."

"Kragoff," Fantasma needlessly explained.

"And you're okay with that?" Skye asked incredulously. "Just being traded off like a baseball card or something?"

Fantasma glared at her. "Of course not! ...I finally found a home. And now I must leave it…" she looked over at Mikhail. He gave her a sad, but proud, smile. Skye looked over at Coulson, who I noticed gave her the same smile.

"However, it is for my country, and the world," Fantasma continued firmly. "I will work as hard as any other Avenger, this I promise."

"And spy on us on the side," Coulson added wryly. While Fantasma looked offended at the insinuation, Mikhail nodded.

"That is side benefit, true."

"Mikhail!" Fantasma seemed aghast.

The part-time bear chuckled. "Do not worry. It is a mark of respect among spymasters to acknowledge the fact we spy on one another. I imagine that you left a few bugs in our base?" he added to Coulson.

Coulson shrugged. "Felt rude not to," was his shameless reply, the older man smirking.

"As well it would have," Mikhail chuckled. "As well it would have!"

"...You guys are weird," I said, at last, Creel, Skye, and Fantasma all nodding in agreement.

Phil Coulson

Coulson strode through the Antonov, trying to get used to the makeup of the plane. Despite Dial mixing together with the plane and making some changes to the interior, like SHIELD symbols on a few of the walls and a shiny black finish with green circuitry lines, the Upgrade trademark, the plane still didn't feel right. Granted, he'd only been there for a couple of hours. But this little gift from the Russian government wouldn't feel like home for a while.

For one thing, it was ninety percent cargo bay. Felt like it, at least. There were some thin walls, sure, but there was still a lot less privacy here than there had been on the Bus.

And that was the crux of the matter. No matter how long he walked through the ship, he couldn't help but remember his former home. Best to get used to it. The Bus wasn't coming back. Better to move on.

Of course, the old plane hadn't been the only casualty of the little war in Russia.

Coulson stopped near the back of the plane and eyed Lola for a moment before sighing. She'd been secured nice and tight toward the right. She was also still covered in pits from where plasma had melted the car across her surface. The wheels had also been melted, the windshield shattered, and the upholstery covered in bear fur and large scratches. She'd had much better days.

"I'm sorry about Lola, sir," someone said behind Coulson. He turned to see Fitz standing there, the young man looking more than a little nervous.

"She'll be all right," Coulson said sadly. "You know, these old SHIELD vehicles… they were made to fight in an emergency. To save the day at the last minute," he patted Lola's red hood, careful to avoid one of the holes that had been burned into her. "I think she appreciated the chance to do it again."

"We'll get her up and running again soon, sir," Fitz said kindly. "Just like new."

"Thank you, Fitz," Coulson looked over at him. "So, did you need to speak with me about something?"

Fitz winced. "Y-Yeah. It's just… I've been thinking, I mean, Simmons and me were thinking, ever since we started this, we love working for you," Fitz was now speaking a mile a minute, crossing his arms nervously. "So we wanted to talk to you, but then all that stuff with Kragoff and Russia, and we didn't want to-"

"Fitz," Coulson said kindly. He smiled at the way Fitz cut himself off immediately. "I already know."

Fitz's arms fell to his sides. His eyes widened as the rest of him stilled. "You do?"

"How could I not?" Coulson chuckled. "I've known you for this long, haven't I? It's not like I can blame you. You've been doing a lot of good work with Stark, of course you'd want to continue that. I want you to be happy, both you and Simmons. If you have to leave to do it, I don't think I'd mind that too much."

The British young man sighed in relief. "Thank you for understanding sir… Can we still come on missions with you, every once in a while?"

"Well, that's up to the director," Coulson shrugged. "But if it was up to me, absolutely."

Fitz's face lit up happily. "Thank you, sir!" Then he let out a little sound. "Oh, right! I uh, I have some recommendations for replacing us! Would you like to go over them with Simmons and I?"

"Sure thing," Coulson said.

"Great!" Fitz rushed off, turning to run backwards so he could face Coulson. "I promise, the people we've picked are the best, perfect- oop," he stumbled back into a crate and nearly feel, righting himself to continue his sentence. "They'll be perfect replacements, I promise!"

Fitz ran further in excitedly. As he did, Coulson's smile sank away. He turned to Lola, resting his palms against her. "I doubt that… I really doubt that."

New plane, new team members, new organization… Phil Coulson was really tired of losing things.

Mahmoud Schahed/Dial

We got home in record time, considering our plane was late Soviet era tech. Wonders of alien nanotechnology enhancements. When we got there we landed on the Enterprise, the Helicarrier in it's usual spot floating high above New York with her camouflage panels on.

The second that the front of the plane rose up, Director Maria Hill was there to greet us along Nick Fury, both dressed in their best clothes. As we walked down to greet them, Fury was the first to speak over the winds of the skies around us.

"I hear you broke my plane!" he said to Coulson.

"Take it up with Kragoff!" Coulson smirked.

"And whose fault was it that crazy monkey-fucker destroyed it?" Fury said grumpily. "Had a full superhero team and you couldn't keep the damn plane intact? She had a bar!"

Director Maria rolled her eyes. "Fury, if we can get to the important part?" Fury gave Coulson another cyclops glare then nodded. Honestly, he looked sadder about the Bus than Coulson.

"Fantasma, Mr. Ursus, it's a pleasure to meet you both," she said with a smile. "Fantasma, I believe you already know about the rules that have been set in place for provisional members of the Avengers?"

"Yes, Director Hill," Fantasma put her hands together in front of her and nodded with a serene smile. "I promise to follow all those rules for the duration of my time as an Avenger."

Maria seemed satisfied with that. "Then I'll have Dial show you and Mikhail to your rooms on the Tower for the time being. Welcome to America."

After a quick trip to the roof involving Fantasma floating us down to the tower, I led my Russian friends into the elevator. As the doors closed, Mikhail hummed to himself thoughtfully. "Things have changed. Once there would have been many security checks before I would have been let on American soil. I had assumed some security protocols at least to make sure we are who we say we are."

"What makes you think there aren't?" I cocked an eyebrow at him. "Hey, X, you guys still at it?"

Over the speakers, X replied. "Yes, sir. It is good to see you, by the way."

"X?" Fantasma asked curiously.

"One of my best friends," I replied with a shrug. "Right now, the first thing he's doing is reading the Omnitrix's unique signature to make sure I'm me, while also comparing my weight, gait, DNA, and brain scans all match what we have on file. He's also tracking any other energy signatures."

"That I am, sir," X said politely. "I wanted to mention that Fantasma has a strange energy around her. Her 'magic' perhaps?"

"You don't believe in magic?" Fantasma asked as though the idea was no surprise to her.

"I have no opinion on the matter, ma'am," X said politely. "I reckon trying to make assumptions without any proof would be a mistake on my part. Pleasure to meet you by the by."

"See, yer making friends already," I said to Fantasma with a grin while still facing the doors. "But yeah, this place has more safety protocols than most any building on Earth. We've been working on everything from Quantum physics to superhuman genetics, stuff lots of people would like to steal."

"Don't you get uncomfortable with that?" Fantasma asked while quirking her ruby red lips in a frown. "Being under constant watch?"

"I do. But then I think of all the assholes in the world who would want to sneak in here just to touch Black Widow's hair or try to steal an Iron Man suit, and suddenly I'm a lot less worried about it," I snarked.

"...her hair?" Fantasma asked worriedly. "You don't think, now that I'm an Avenger-"

"No," I said reflexively, narrowing my eyes. "You're one of us now. I was mostly exaggerating, but if anyone thinks of messing with ya, we're kicking their asses either literally or metaphorically in all the ways possible."

"...That is comforting to hear," Mikhail said softly. "I admit, I was-" the elevator came to a stop. When the doors opened, all three of us were surprised to see who was standing there. "Natasha?"

"Nat?" I asked at the same time. Then I looked over at Mikhail, who was looking a little… I don't know. You ever see someone you cared about years after the last time, but your last memories of them are connected to something you'd rather forget? The combination of sadness and fondness, where your eyes narrow but a smile comes to your face all the same?

That was the face Mikhail had.

And Natasha Romanov had the same look on her face. "Mikhail. It's been a long time."

"...yes, it has," he said softly.

We all stepped aside to let Nat inside. As we did, I gave Fantasma a confused look. She returned it, apparently just as lost. The doors closed behind my redhead mentor. For a moment, Mikhail looked down at her with that look. "You look good, young one."

"Not so young, these days," Nat said with a smirk.

"Oh please," I gave the buxom redhead a sarcastic look, the kind I'd learned from her. "You'll outlive us all and look damn good doing it."

Nat gave me a smile.

"So… you've taken on students?" Mikhail said, eyeing me.

"Yes," her gaze on me became thoughtful as I started to wonder if there was something much deeper going on here. "Him and another."

"That is good," the rough man said. "The Red Room… it should be forgotten. But to see it's teaching being used to help the world seems a fitting vengeance."

"You know about the Red Room?" I asked in confusion.

Mikhail's teeth showed, his eyes flashing the same color as his bear forms. "Oh yes… I destroyed them, in the end."

Oh damn. There really was something way deeper going on here.

"You never talk about it," Fantasma said softly.

"...It was a monstrous place," Mikhail said softly.

Nat seemed to agree.

"You," Mikhail eyed me again. "You have taken on a legacy that you may not have realized… I hope you are ready for it."

I looked over at Nat. "I don't know. I don't think I mind taking on Nat's legacy. After all," I lifted the Omnitrix, the green hourglass symbol glowing. "We do have the same symbol."

Nat's Black Widow symbol, a red hourglass in a black circle, was resting in the center of her belt. She looked down at it and tapped at it, a little 'clink-clink' following the motion. "Yeah. Guess we do," she said softly.