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you build me up

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Standing on the other side of the glass, the resemblance is a little unnerving. Change the cut of her hair, look at her from a certain angle, and Karla Sofen could really be Carol Danvers, for just a moment. She could never pass for her for any reasonable amount of time, but then again, Carol thinks -- maybe a minute is all Karla needs.

"Where's my phone call?" Karla asks, one hand settled defiaantly on her hip, the other systematically clenching and unclenching by her side, an involuntary gesture, from the looks of it. Carol unclenches her own with a shudder. "I didn't do anything wrong. I'm actively trying to be less of a shit show."

Carol folds her arms over her chest, puffs herself out. Karla laughs. It bubbles up and fills the tight space between her lips and the glass, the glass and Carol.

You're a joke, Danvers, is what it says. Carol turns and walks away.




"You can't keep me in here forever," Karla drawls. "What about due-process? What about my rights as an American citizen? No one served me with a damn warrant--"

"Shut up!" Carol slams her hands on the table, feels the metal bend under the heel of her palm. Karla smirks.

One, zero.

The truth is Carol wasn't told why they're bringing Karla in. The Thunderbolts are, collectively, less of a shitshow, it's true. Carol doesn't think, though, if you looked at them one by one, they'd look any better than they did five years ago. Karla likes to think she isn't a mess warmed over, but the twitch in her jaw every time Carol leaves another question unanswered tells a different story.

“Cage says you could be half-way useful if you didn’t run your mouth so much, Sofen.” Carol finally takes a seat. Her job is to keep Karla entertained while someone with presumably more recruiting power than her does the number crunching. Karla takes the bait.

“Does he now?”

“I don’t normally question the judgment of a guy like Luke Cage, but you know, I’m starting to wonder if maybe he isn’t going a little soft hanging around all you psychopaths.”

“Synonyms,” Karla says quietly.

“Excuse me?”

“You say psychopath . I say Avenger. You say manic, I say determined. You and I are having the same conversation, Carol. We just got two different dictionaries.” Karla leans forward. “I bet you’d be great at Scrabble.” Carol stares. “Whatever. Anyway, that’s your problem with all of this. You use those words to lift yourself up, make yourself better than me. But you aren’t. You’re just as cruel, just as petty--”

“Fuck you.”

“And you, Danvers. You think I’m having a good time? You think I like getting treated this way?”

“Maybe you should have thought about that before you started killing. Before you got this far into it. When you do the things you do, Karla, you tell people to treat you this way.”

“People with power. That’s where you keep getting confused.” Karla folds her arms over her chest. “I’d like you to leave, now. Come back when you’ve got something useful to say.”

Carol does stand, but it isn’t over, it can’t be over, not like this, not with the score settling the way it will.


Except, when she turns at the door to speak, there’s nothing to say. And Karla is sitting in her chair, her expression a mirror of Carol’s own. There is nothing to fill the void between them.

Under the sting of the shower, Carol says it, her mantra, trying desperately not to remember Karla’s face.

I am better than you, I am better than you, I am better than you.

She isn’t sure she really believes it.




The plan was always to rehabilitate the Thunderbolts. Carol knows this. Doesn’t mean she has to like that plan, but there are some things she doesn’t argue with. She has enough shit to deal with.

Not everyone likes the plan to integrate them as Luke sees fit. Jess is bitter about it. “They’re criminals, not an endangered species. They weren’t bred in captivity and now we’re gonna set them free. It’s stupid. Are you gonna eat that?” She points to the last slice of pizza in the box and Carol shakes her head. “These are dangerous, absolutely in-fucking-sane psycho clown people who live on a mountain, for the love of God! You don’t just pluck them off the top and say, ‘Here! You seem better now.’ This is bullshit.”


“I’m serious. Karla Sofen’s gonna murder you in your sleep. She’s a crazy person.”

Carol puts a hand on Jess’s wrist. “Stop waving that knife around.”

“I’m concerned for your safety.”

“Don’t be. I’ve handled Sofen before, I can handle her again.”

Jess shakes her head. “No. It’s different now. Everything’s changed.” She sets the knife on the table and looks back at Carol in that infinitely sad way only Jessica Drew has seemed to master. “It’s never going to be the same.”




When the door to Karla’s cell opens and she steps out, Carol is there. It wasn’t something she’d originally planned, but she’d woken up and gotten dressed and just gone, knowing exactly what was going to happen. Standing there, Karla looks like anyone else, pedestrian and clean and normal.

“It’s a trick, isn’t it? You’re here to laugh.” She’s trying to make a joke, but it comes out a little raw, afraid, maybe, that she’s right. Years and years of one prison after another and everything probably becomes some distant relative of a sick joke. “I don’t have anywhere to go.”

“You do, actually. Someone was supposed to leave you the address.”

“Yeah, they, like, totally texted it to me,” Karla deadpans. She starts walking away. “Am I just gonna have to find it by myself or do you wanna stand around and hold your dick in your hand all day? Let’s do this, I wanna take a fucking shower.”

Carol takes so long to make up her mind about actually showing Karla where her apartment is that she thinks she’ll have lost her.

Except Karla hasn’t left the building yet. She’s standing with her hand gripping the door handle, knuckles shining white in the dim light of the hall. Behind the door, Carol hears the street, the people, everything that makes New York what it is. And Karla can’t move.

“It’s been a long time,” she says quietly, before Carol can say anything.

Carol thinks about Jess waving knives around at her kitchen table. She wraps a hand around Karla’s arm. “Everything’s changed. Nothing is the same.”

Karla says quietly, “That’s how it always is,” and throws open the door.

And it’s raining. It’s always fucking raining. Carol doesn’t have an umbrella, that’s not really how this whole stuck in the rain thing works for her. And Karla’s just looking up, like she’s pretty much on the same page.

“Wanna fly?” Carol offers.

Karla sticks out her hand. “No. I wanna take a cab.” She does it like she’s been doing it every day for years and Carol follows her into the car, reading the address off her phone. “I’m supposed to get one of those. A phone. I had one for, like, five seconds when I worked for Osborn.”

Worked for him?”

“Technically we were on payroll.” Karla keeps her arms folded tight over her chest as they make their way through traffic rolling like molasses down the street. When the cab breaks free, Carol pays him and they spill onto the street, the sudden eruption of the sun from behind a cloud blinding them both. Police sirens blare past and Carol feels something gripping her arm like a vise, looks up to find Karla looking properly spooked.


She lets go with a hiss, stepping back and fumbling through her bag, trying to find the key to the apartment. It’s as empty as Carol had thought it might be, just a few pieces of furniture, a set of white plates and cups. There is nothing here that even proves it belongs to a person, and Carol isn’t sure how Karla Sofen would make a room feel alive. She suspects she doesn’t want the answer to that question. Not now.

“Okay. So. This is your place. I’m gonna...I’m gonna go now.”

Karla stands in the middle of the room, the only splash of color against white walls and beige, soft furniture. Carol backs away slowly, reaching behind her for the door knob. Maybe she expects Karla to turn around, to say thank you, at least --

No. She doesn’t expect those things.

Carol stands in the hall outside Karla’s apartment and takes a breath, rushing toward the stairs as she exhales, desperate to get away.




“Does she like it?”

Carol looks over the top of her glass at Tony who has appeared in her personal space very quietly and very quickly. He removes himself from it just as fast.

“Who? Oh. Yeah, I guess. It looks like an asylum, Tony. You could have painted the walls or something.”

“Tell her to do what she wants to with it. Except murder people in it. She can’t do that.”

“She won’t,” Carol snaps. “Do you have real questions or are you here trying to pry into someone’s life that isn’t mine? Because if you’re so freaking curious just go over there and look.” She sets the glass down with a heavy thud in the bottom of the sink and stalks out of the kitchen, not really sure where her bad mood’s come from. She’s grabbing her coat from the back of a chair and heading out of the tower before she can really think about where she’s going.

And once she’s there, what’s the point in going back? She’ll just have to deal with Tony -- Carol can already feel her phone buzzing in her pocket with a barrage of messages, nitpicking at her behavior, taking apart their conversation and putting it back together like one of his machines.

She gets coffee and finally pulls out her phone, deleting every message from Tony without reading them, until she gets to one from an unknown number.

???: >> where do i get old movie posters i kinda have a george romero fetish

She doesn’t say it’s her, but Carol knows it’s Karla. She stuffs the phone back in her pocket and orders her coffee, stashing herself away in a corner of the shop and pulling out her phone again, re-reading the message.

carol:???: >> go with me i literally do not know what you’re talking about

???: >> or don’t i don’t care

Scowling, Carol downs the rest of her coffee and makes her way to Karla’s place, knocking sharply at the door. She’s going to regret this, most likely, but it beats going home and sitting alone when she knows she shouldn’t do that.

“I’m not going to live here if it’s going to look like this,” Karla says when she opens the door. “This is bullshit.”

Carol glances around -- she’s moved some of the furniture around and opened the blinds, but that hasn’t helped much. There’s only one new addition, and that’s a tape player, with a box of cassettes piled next to it. “Did you actually buy these?”

“No. They’re mine. I’ve had them.” Carol looks at her in disbelief, but Karla stands firm. “I went to prison a long time ago,” she says, and turns to finish cleaning the coffee out of the carafe. “You can put in whatever you’d like, I’ve got a lot of them.”

“I don’t enjoy time travel very much,” Carol mutters, flipping through the tapes. All of it’s mostly eighties and nineties rock, some slow jams placed here or there.

“Ha fuckin’ ha.” Karla dries her hands and grabs her jacket. “Lead the way. Just don’t get me killed.” It’s not a surprising warning, coming from Karla, and Carol could say something awful back, absolutely wreck what is suddenly a weird kind of Moment between them -- but she just nods mutely and lets Karla lock the door behind them before heading down the stairs.




And somehow, Carol ends up with her own armful of junk from the record store, dumping it in a pile on her bed and taking a step back. Chewie leaps onto a pillow and makes what Carol assumes to be a judging noise. “Can it, you.”




The next time Carol sees Karla’s apartment is too soon after the last time, probably, but she’s there anyway, sipping coffee, looking at the new decor, taking in Karla’s newfound excitement.

“There’s a definite difference between Romero’s zombies and Russo’s, don’t you think? I mean, you can just tell. I used to have all these movies on VHS, but they weren’t with my things.” She looks genuinely sad for a moment and Carol remembers that Tony mentioned something about having a few old boxes of Karla’s things pulled out of storage. Carol can’t imagine the state they’re in, but Karla doesn’t elaborate. She pours herself another cup of coffee and tucks her legs underneath herself on the sofa, biting her nails.

“It’s your space now.”

“I haven’t had one in a while,” she confesses. “Having a room at the tower wasn’ wasn’t like this. It was excessive, pandering. Osborn thought…” She shakes her head. “Whatever. Doesn’t matter. Steve Rogers was standing in here yesterday, telling me he expected the best from me.” Karla looks at Carol and there’s a rawness there Carol’s never seen before. “I cried, after. I haven’t cried in a long time, but I did. All night. I couldn’t stop it from happening, I just…”

“Steve expects the best from everyone. And he’s never mad when he doesn’t get it.”

Karla shakes her head. “No, I imagine he wouldn’t be.” Then, “Why do you keep coming over here?”

“Huh?” Carol’s heard her just fine, but she stares at the floor under her chair and plays stupid. Karla leans forward.

“You keep coming over here, agreeing to do things.”

“I’m supposed to be watching you,” Carol says carefully.

Karla smirks. “Liar. But it’s alright, I don’t mind. It beats…”

“Being alone,” Carol murmurs.

Karla nods. “But you’ve got a team,” she insists. “You have friends. Why do you keep hanging around me?”

“Are you trying to get rid of me?” Carol snaps. “Because I could just leave you here alone. Without anyone to talk to. Would you like that better? I don’t have to be here.”

Karla raises an eyebrow, settling back into the couch. “You just said you did,” she says quietly. “But that’s okay. Stay or don’t, it makes no difference to me.”

Carol doesn’t say anything for a while, but she finally stands, bringing her coffee cup into the kitchen and setting it in the sink. She grabs her coat and heads to the door, but Karla hasn’t moved. They watch each other for the longest time, and Carol can feel herself being picked apart, knows that Karla can feel the same thing.

“You should know, just because Steve expects something from you doesn’t mean anyone else does. He might trust you. He might even think you can do this. But no one else does.”

It should feel good, having the last word.

But it doesn’t. It just doesn’t.



karla: text from: k.s.
>> you were talking about you
karla:>> you don’t think i can do this
karla:>> you didn’t have to tell me that, i’m not stupid
karla:>> i always knew




“So this is it, then? She’s just gonna join the team and we’re all gonna pretend she didn’t join Osborn’s clan of crazy psycho people?” Clint has his arms folded so tight over his chest Carol thinks a blood vessel’s going to burst in his brain. “I’m not okay with this.”

Tony’s eyes roll up so far they almost float out of his head. “I won’t even bring up why I should be making fun of you on at least eight different levels right now.”

Clint scowls. “Fuck you.”

“That’s not the point of this.” Steve leans forward. “I asked you all to he be welcoming. I asked you to be good and I asked you to be genuine. If you can’t be that, then the next thing I’m going to ask you to do is leave.” He looks at Clint. “Is that understood?” Everyone nods. “Good. Carol, you can ask her in now.” Carol isn’t sure when she became the Avengers liaison to villains, but whatever. She gets up and goes to the door, gesturing for Karla to come in.

The silence is suffocating. Luke Cage is sitting on one side of the table and Karla immediately flies to him, looking small in her chair. Still, she returns every single gaze that falls on her, and like that, the moment is shattered. The entire room seems to exhale, and Steve gets on with their meeting like nothing’s changed at all. Like this was the way it was always meant to be.

When the meeting is over, there’s a general rumble of distaste, but no one says anything. No one wants to be the one to disappoint Steve. Karla talks with Luke for a few minutes while Carol pretends to be busy listening to Steve and Tony argue. Tony asks if he’s right, Carol nods without really listening and goes to Karla when she’s finally alone.

“Hey.” She puts her hand on her elbow. Karla flinches. “You, uh. You did good. In there.”

“Do you need something, Danvers?”

“No. I just--”

“I’m going home.”

“Karla, wait--” Carol slips into the elevator as it slides shut, suddenly not sure of what to say now that they’re alone. “I was wrong, the other day. It wasn’t fair--”

“No,” Karla snaps. “You weren’t. You were completely and totally right.”

“That’s not--”

“You were sitting in that room, Carol. You could feel it like I could, I know that. The only reason no one called me a psychotic bitch to my face is because there’s enough of propriety and good will left in the world that even I get a share.”

Carol shakes her head. “Does it matter?”

“What? That everyone thinks I’m crazy?”

“No. I know you don’t care about that. I meant...does it matter? That people don’t think you can do it?”

Karla laughs. “You said it first, cupcake. Not me.” The doors open and Karla steps out into the lobby, heading toward the doors. Carol tries to follow after her, but Karla turns around, holding out her hands. “Carol, please. Not...not tonight. Not right now. I am this close to blowing something up and I am trying to keep my shit together long enough to prove I don’t need that.” Her eyes snap up. “Don’t push me.”




Carol’s not sure what those words do to her. Don’t push me.

Doesn’t matter who says them. Doesn’t matter when. Someone says, “Don’t push me,” and what does she do?

She pushes anyway.




It takes five minutes for Karla to answer her door the next morning. Carol stands resolutely outside of it, a box of donuts in her hand. She’s eaten four of them already. Karla opens up, looking like she’s slept a solid two hours at best, and reluctantly lets Carol inside. “Those better be fucking fresh,” she mutters, plopping onto her couch and laying on her side.

“They’re fifteen minutes old.”

“Congratulations.” She takes one from Carol’s outstretched hand and eats it slowly. “I asked you to leave me alone.”

“And look at you now.”

“Why are you doing this?”

Carol licks her fingers. “Because I said something shitty and I feel terrible about it.”

“How often does that happen?”

“Not very, so get it while you can.”

Karla finally straightens up, staring out the window as she eats. Carol hands her another and they quietly annihilate the entire box in a matter of minutes. Without thinking, Carol sits on the other end of the couch and, finally, gets an actual smile.

“That was good.”

“Am I gonna get a thank you?”

Karla raises an eyebrow. “Are you gonna say you’re sorry?” Carol presses her lips together and looks away. “That’s what I thought.” Then: “I knew you were decent, Danvers. You just want everyone to think you’re more hardcore than you really are.”

“I can do a lot of stuff in space without a helmet. I like to think I’m pretty hardcore.”

“You’re alright,” Karla murmurs, laying her head back against the couch. “But you brought a known supervillain donuts at eight in the morning, so your street cred is pretty much trash at this point.”

“You’re not a supervillain anymore, remember?”

Karla glances over at her. “Do I get a new title? Is it ‘recovering supervillain’?”

Carol shakes her head. “Nah. But we’ll figure it out.”


Like she’s going on some identity crisis-quest with Karla.


Like they’re in this together.

We, huh?”

Carol nods. “Yeah. We.”




karla:>> i did patrol with spider-man, is he always this chatty
>> ugh i need something greasy
likes strawberry milkshakes.”

“I do,” Carol says, and pulls her cup back. Karla gives her a grin, all teeth, no bite, and Carol’s stomach does a little turn, her heart swells with just a little pride -- that she’s helped her get this far, helped Karla make this turn, and they can sit in a diner and have cheese fries and milkshakes and complain about Tony’s juicer and none of it’s weird.

“I mean, it’s just a weird flavor,” Karla says quietly, well after they’ve started walking back to Carol’s place. Carol doesn’t know why they’re going to her place specifically, but they’ve fallen into a certain order of things, and tonight they’ll go back and watch military documentaries on Netflix until Karla falls asleep.

“Would you drop the strawberry thing already?”

“You say it weird, too.”

“I don’t say strawberry weird.”

“You do. You say it like burr instead of bearbolth.”

“It’s a colloquialism, don’t make fun of my native tongue.”

“It’s not a language, you can’t--” Carol turns around at the top of the stairs to her building to round out the argument, but Karla has her feet planted firmly on the bottom step, looking up. “Door doesn’t work like that, Sofen.”

“I’m aware,” Karla says quietly. “I just...doesn’t it feel different to you, now?”

“What feels different?”

Karla shakes her head. “Forget it, that was stupid. I should just go home, honestly.” She takes a step back and Carol reaches out to grab her.

“No. Don’t do that. It’s...come inside. It’s late. You shouldn’t walk out here alone.”

“I think I can handle it.”

Carol shakes her head. “No, I mean...I mean you shouldn’t be alone.”

No one should be alone.

Carol’s so certain that she’ll regret kissing Karla, so sure that it’s going to be the wrong thing to do -- but those feelings never come. Carol bends down to meet her, two steps up, sliding her hand behind Karla’s head, angling them together. There’s a firm hand on her waist, another at her wrist, sliding down to twist their fingers together.

When it’s over -- and Carol keeps wondering if it ever will be, if she ever really wants it to be -- they both pull back and Jess’s words echo in Carol’s head.

Everything’s changed. It’s never going to be the same.

“Please come inside,” Carol says. She’s still so close, so close she knows she could just lean in and do it all over again. “Please, Karla, don’t--”

Karla does it for them both, closing the gap between their mouths that is becoming a chasm. “Unlock the damn door, it’s cold out here.”




The way it works, for those first few days, is like this -- Carol and Karla kiss and kiss and touch for hours, until one falls asleep before the other, Carol doesn’t know who, and they wake up and do it again. There’s work to be done between it all, things to be punched, food to be cooked and then forgotten, traded in for another round of good, solid making out in Carol’s bed.

“You’re not going to tell anyone, are you?”

“Huh?” Carol’s having a moment, where she can taste the edge of Karla’s perfume on her neck and it’s bitter and fading, but she likes it. She realizes her bra doesn’t match her underwear, but Karla doesn’t seem to notice, lounging topless, stroking Carol’s hair.

“You won’t tell anyone, will you?”

“Do you want it to be a secret?”

Karla sighs. “That was an affirmation, not a request. I’m assuming you won’t be telling anyone about this.”

“Oh.” Carol hasn’t thought about it that way. She didn’t know she needed to tell anyone, that it was anyone’s business. Hell, even if it was someone else she isn’t sure she’d tell anyone. “I mean. Probably not. I don’t really talk about this part of my life. Like, ever.” Karla laughs and presses two fingers under Carol’s chin, tipping her face up to kiss her properly. Now it’s Carol’s turn to learn, to fumble and ask for direction and get it, elegantly and patiently from Karla’s nimble fingers.

“You’re not ashamed.”

“Please don’t put words in my mouth.”

“I didn’t say you’d said it,” Karla murmurs, sinking down into the pillows and bringing herself to Carol’s eye level. “I just...assumed that’s how you’d feel.”

“Don’t you feel strange? Being with me, after everything?”

“In my life a lot of people I worked with have tried, at some point or another, to kill me. I tend not to hang onto that too much.”

“I didn’t try to kill you,” Carol says quietly, sitting up to undo the clasp of her bra.

Karla seems to take her in for a moment, her eyes soft under her lashes, everything about her toned down and still. Here, it seems, she’s in her element, the way she is in the skies -- focused, and at peace. She draws Carol back down to kiss her again, trailing her lips along her jaw and the curve of her neck.

“You didn’t,” she agrees. “Doesn’t mean it didn’t feel like dying.”