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I Never Forget a Face

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Kay felt like five miles of bad road, but he dredged up something approximating a kind look as Eff walked toward him. The look turned warmer when he realized she was carrying two cups of coffee--good coffee, from the newly reopened shop on the corner, not command center sludge--and two N'tupthian borillot from the highly unauthorized interplanetary food cart illegally camped in a nearby alley.

He took a coffee and a sandwich with a smile equal parts grateful and apologetic, and they leaned against one of the clean-up vehicles that crammed every damaged block. "We may not pay you enough," he said. He took a sip of coffee and relished the way it burned down his throat. It was strong and black, the way he liked it--and that was not an innuendo about Jay, no matter what everyone seemed to want to insinuate.

Eff shrugged. "Not nearly enough. But, you know, because of this job there are three planets where I am literally worshipped as a goddess, so the total compensation package is pretty bitchin'." Kay chuckled and unwrapped his sandwich, staring out over the devastation. Beside him, Eff sighed. "I feel really weird about this."

Kay nodded. Their mission was keeping the world's population from learning about exactly this kind of shit. They'd done it day after day, week after week, some of them for decades. But this time, they hadn't been fast enough, and having the ultimate, unsilencable breach, a possibility they'd always acknowledged but tended to pretend was prohibitively implausible, occur in the heart of New York--that galled. He cleared his throat. "Status?"

Setting her coffee cup on the hood of the truck, Eff flicked the screen of her tablet, and a map of Manhattan sprang into the air in front of them, clogged with reds, yellows, and greens. "Full containment to 11th," she said, pointing out relevant areas as she listed them, "repair crews assembled for 37 percent of the affected blocks. Oh's in a territorial pissing contest with Fury over the Chitauri tech, but we'll get there."

Kay nodded. "Em's in on that, isn't she?"

"Well, sure, but it's not like SHIELD doesn't have damned good lawyers, too. I saw one who looks just like Em--super creepy."

Kay shrugged. "Oh and Fury've known each other a long time. They'll sort something out."

Eff blatantly didn't look at Kay as she collapsed the map and shut her tablet. "If it's not too much to ask..." She trailed off, and Kay held down the slight swoop of dread in his gut. Eff wasn't one to pussyfoot. "There's one more SHIELD debrief--the leader of the guys Loki was having creepy brain puppet time with. He's a mess, and no one's been able to get him to talk. But I thought you could do your concerned-father-who-will-kick-your-ass-if-you-don't-cut-that-shit-out routine at him."

Kay raised an eyebrow. "You've put way too much thought inta that."

She shrugged unapologetically. "Whatever gets the job done." She pointed at the third emergency tent down. "He's in C. Name's Barton."

Kay regretted the sandwich. And the coffee. And all his life choices. He couldn't face Clint Barton. Who the hell thought this was a good idea? But Eff was right; no one was better suited to get Barton to open up. He just didn't think he was going to come up with the answers the MiB central office was hoping for. "Standard brief?" he asked, as casually as he could.

Eff nodded and nibbled the edge of her styrofoam cup. She flicked her tablet screen. "I sent you a list of MiB and SHIELD agents who are unaccounted for. Ask if he knows where any of them are."

He scanned the neatly merged and alphabetized list. His mouth went dry, and the borillo tumbled unheeded to the car hood.

Kay harbored no illusion of success as anything but an MiB agent. He felt he'd been born to the role, and everything else was mere distraction. Not even successful distraction, in most cases. The job took precedence over his family, his hobbies, even his health on several occasions.

Phil'd only learned Kay was alive and not comatose after SHIELD promoted him to Level 6, which earned him official knowledge of MiB's existence and a standing invitation to the bimonthly interagency meet-and-greet dessert potluck. Anybody who considered Kay an acceptable choice for comforting, or being in the same room as, Phil's partner in a time of crisis had never been in need of comforting. He wasn't the man to offer platitudes or a listening ear or a shoulder to cry on.

But he would do it, whatever Barton needed. That was part of the price, wasn't it, of being allowed to be part of Phil's life? Being part of the worst aspects of that life. Being part, if need be, of its end.


Everything was grayed out. Numb. And thank fuck, because Clint couldn't handle feeling anything right now. So many dead. Phil dead.

No. Don't think about that. Don't think about anything.

The guy walking into the tent now, at a pace that bespoke barely corralled panic, had to be MiB. No one else dressed to be that forgettable, not even Phil (Don't think about Phil). He crouched in front of Clint, putting a concerned, fatherly hand on Clint's knee (Clint assumed. Wasn't like he had a lot of experience with fatherly concern). "You all right, son?" he asked in a voice that sounded like a truckful of bad gravel with a hint of drawl. Clint found it weirdly comforting, as much as he could take comfort from anything now.

A sound that was a cross between a sob and a snort escaped before he could shove it down. He waved toward the pandemonium outside the tent. "I'm not sure 'all right' is a word I get to use anymore."

The guy nodded sympathetically. "Agent Barton, I'm Agent K," he said. When he said Clint's name, something happened to his eyes--a lightning-fast flash of emotions so tangled Clint couldn't begin to sort them. Then it was gone, and the guy was pushing to his feet. "You up for answering a few questions?"

He wasn't, but Agent K reminded him of Phil (Don't think about Phil) and seemed to actually understand that Clint'd been mind-raped and forced to kill his colleagues, unlike some of the SHIELD investigators he'd talked to. Clint gave in and answered bizarre questions about what Loki smelled like and if he'd noticed an unnaturally strong hankering for wasabi peas while he'd been under mind control ("Hankering." He used that word--and at that moment Clint decided he kinda liked the guy. And then started drowning under guilt for feeling a sort-of positive emotion. Don't think about Phil. It wasn't working).

At the end of the interview, Agent K slipped on his mirrored sunglasses--though he tried to make it look casual, like he always put on sunglasses at the end of interrogations--and reached into the inside pocket of his suit jacket. When Clint saw the slim metal rod, he burst into a harsh laugh. "Seriously?" he demanded, pointing outside of the tent. "An alien army invaded Manhattan. Wiping my memory won't even begin to sew up that hole."

Agent K looked at the object in his hand like he hadn't realized it was there. "Sorry," he said gruffly. "Force a habit. " He consulted a sheaf of papers hanging from a hook in the corner of the tent. "We're trying to verify the whereabouts of a couple more SHIELD and MiB agents. Got any idea where I can find Agent Coulson?"

And the wave, the wave of everything Clint had been trying not to feel since Nat knocked Loki out of his head, that wave crashed over Clint, ripped through him, turned his insides to water and his head to tar. He was crying, finally, in front of this emotionless man in black, couldn't help it, didn't care. He couldn't say the words, couldn't admit that he'd let Loki into his head and into the Helicarrier, and that Loki had taken Phil away from him. But when he looked up, he could see he didn't have to. Because that thing had happened in Agent K's eyes before was happening again, only this time, it wasn't going away. It spread from his eyes to his entire face, and Clint could see it now. Could see where it made the man collapse, turned him from a stoic force for good to a defeated old man. "Fuck," Clint whispered, "it's you."


Kay watched Barton collapse, and he got it in an instant. He dropped heavily into the chair beside Barton's. "Barton," he said softly, and reached out, hesitantly, to wipe a few drops of the ocean of tears from Barton's cheek. "Aw, hell, Barton, I'm sorry."

Barton clenched his arms around his midsection. "We were getting married. Now that it's legal in New York. He tell you that?"

Kay's heart felt like it was going to collapse under the weight of its grief, but his gaze was rock-steady. "He didn't. But it doesn't surprise me. He loved you a damn lot. That much he did tell me." (His exact words had been, "I've never been in love before, and I don't know if this is it, but I've also never been this scared, so that seems like a sign.")

"I hurt, sir," Barton said, his words barely more than gasps. "He's dead, and it's my fault, and it hurts so fucking much."

Kay rested his hand on Barton's shoulder and really looked at him. Nobody should have to endure in a lifetime what this kid had been through in the last two days. He saw no point in insisting it wasn't Barton's fault--it wasn't, but he wasn't ready to accept that. No point in reminding him that Phil'd signed the same liability waiver as every other SHIELD employee and knew the risks of putting on his suit every day--also true, but there was a universe of difference between knowing something like that intellectually and facing it in the eyes of a deranged alien with a giant spear. Some things, no matter how accurately described, could never be conveyed through a training manual.

Kay'd made a choice once. It'd turned out to be the wrong choice for him, and Jay'd gone through hell to help him unmake it, but he still believed in its validity as a choice, and he couldn't think of anyone who had ever needed it more than Barton did at this moment. He pulled his neuralizer from his pocket and set it on the table. "Days, weeks, months," he said, tapping the adjustment knobs. Then he stood and crossed to the tent flap to give Barton at least an illusion of privacy.

Behind him, Barton's breath caught, and he shifted in his chair. "Sir?"

"It won't sew up the hole of an invasion," Kay replied quietly, not turning around, "but it might help you."

"I don't want to forget him," Barton said harshly. "And I can't forget he's gone."

"You can forget why you think that's your fault, and how much it hurts right now."

The silence stretched harshly between them. Barton gave an unamused snort; Kay heard the quiet shifting of his clothes as he moved around the table. Kay forced himself to breathe slowly, evenly, to not think overlong about the decision Barton was making. Because he was starting to remember that this option existed for himself, too. He wouldn't compare his grief to Barton's--he wasn't that big an asshole--but for God's sake, that was his son, dead at some madman's hand; wasn't he entitled to a little memory slip, too?

He heard the quiet clicking of the neuralizer's time settings. "Five years, 28 weeks, six days," Barton said at last, the raw pain and defeat in his voice shredding Kay's heart even as it steeled his nerve. "We were friends then, but not--" Barton gave a long, shuddering exhale. "So it'll hurt, when you tell me he's dead, but it won't be...this."

Still facing the tent flap, Kay nodded. Practical. The boy'd be all right eventually. Kay wasn't sure he could say the same about himself, but after thirty years with the agency, he had made a science of pushing away pain.

His brain raced ahead, concocting replacement memories for Barton. He was blanking five years of memory; he'd need something impressive to overlay--especially since he was losing a lot of missions he'd done for SHIELD. Kay made a note to call Fury when he finished here, let him know what his agent had chosen. He wrenched back to story-building, forced himself to focus. Jay excelled at coming up with replacement stories. Kay tended toward the utilitarian, the unimaginative. Your husband left you. You're going to stay with your sister for a while. Jay believed in miraculous second chances. If they had to erase a person's sense of who they'd been, they could damned well give them someone amazing to be next. You left him. You're going to go back to, uh, finish your degree in photography, 'cause you loved that. And you're gonna take more risks, 'cause you felt like you were too timid before. So you're gonna submit your photography to that one gallery. And you're gonna eat the frog legs at La Grenouille.

But Kay knew, in the end, he could offer Barton nothing but the truth: You're a SHIELD operative, level 6. Your best friend is Natasha Romanov. New York was invaded by aliens. Phil Coulson died in the attack. He was a good man.

Kay'd thought he'd jettisoned his heart the day he joined MiB. He'd discovered he still had it the day he talked to his son for the first time in thirty years. Now it was telling him it could still break. He wanted to say a lot of things to the shaking, broken man behind him, but the words jumbled in his throat, and in another twenty seconds it wouldn't matter anyway. Kay put on his sunglasses and waited for the flash.


The flash was bright. Clint winced and squinted away from its light. "God damn," he said, rubbing his eyes to clear the after-image, "nobody told me how bright that thing is."

In retrospect, Clint would consider it perfectly predictable that Kay figured out the problem first. Neuralization was a significant part of his job; he grasped the implications of what Clint had said instantly. "Barton," he said slowly, turning to face Clint, inflexible expression betraying the slightest hint of panic--which must mean the fucking apocalypse was coming. "What do you mean, nobody told you?"

The implication hit Clint with the crushing weight of an invading army or a fucking spear to the chest. "Oh, shit," he murmured, sinking back in his chair. If the neuralizer had done its job, he wouldn't remember what anybody had or hadn't said about its brightness, because he wouldn't have any memories of things he'd been told about MiB.

Clint waited for pain and anger to lance him, but they never came. He felt only weary resignation. He curled his fingers around the table's edge and hung his head. "It didn't work," he said dully.


Kay stared at Barton, all pretense of stoicism fled. He couldn't maintain the mask in the face of this. "Okay, let's try to stay calm. What exactly do you mean?" he asked carefully.

Barton jerked upright, blue eyes flashing, hands gripping the table edge so hard the flimsy metal creaked in protest. His desperation, wild and unhinged, flooded the tent so thickly it was almost gustable. "I exactly mean," he snarled, a feral sound that struck at the primal, reptilian recesses of Kay's brain, "my name is Clinton Francis Barton. I am a Level 6 SHIELD operative and member of the Avengers Initiative. Seventeen of my colleagues died today because I was mind-fucked by a petulant alien dickface who also killed my fiancé. It. didn't. work."

No one who didn't know Kay extremely well would've caught the rapid flicking of his gaze back and forth, as though he were watching the replay of a fascinating tennis match on TV. Even those who did know him well wouldn't've guessed what he was thinking. Mostly, he was thinking how much Earth might be screwed.

"Loki," Kay said softly. Loki'd been on their radar for decades, but they'd paid him no mind. Princeling of a minor realm, not even a planet, really, just an accidentally strategic hub for interdimensional travelers, sulking because he'd never inherit Daddy's throne--he'd barely seemed worth MiB's time and attention. But if he was controlling technology at this level, or if someone further up the status ladder considered him important, powerful, or malleable enough to let him play with it for a while, he was a bigger threat than anyone on this planet had given him credit for. A device that could brainwash, sow discord, and provide immunity to other forms of mental manipulation could bring sentient life on Earth to its knees.

But Loki had biffed it. His strategic thinking was usually unimpeachable, but this time he'd for some reason used a scalpel as a bludgeon. They were truly lucky he hadn't thought the implications of the scepter's powers all the way through.

"Oh, great," Barton said hollowly. He rubbed his hand over his face and through his hair, making him look for an instant like a scared kid, rather than the hardened assassin and expertly trained operative Kay knew him to be. "Alien mind control: the gift that keeps on fucking giving."

Kay watched Barton for another minute. Then he pulled out his communicator and texted all agents in the field: Somebody get Black Widow to Emergency Tent C. Not ten seconds later, Eff pinged back, On her way.

As soon as Romanov blasted into the tent like a Fury, Kay stood aside and let her comfort Barton as best she could, murmuring softly in Russian and listening while he gave halting, one-word answers and cried silently. Romanov met Kay's gaze over Barton's head and nodded once; thanks, understanding, and dismissal all at once. Kay took it gladly. He slipped through the tent flap and adjusted his jacket and tie. The scourged waste of midtown Manhattan seemed an easier challenge to overcome than the bleak despair of the man who should've been his son-in-law.


Analyst 010 in IT was a good kid. Whip-smart and focused with a champagne-dry wit, he sometimes passed along tidbits of information that Kay needed but wasn't authorized to have. This time, it was a grainy copy of a SHIELD recruitment video, with a note reading, Word on the street is no one below SHIELD clearance level 7 gets to know about this. A second attachment, a personnel roster, reminded him, superfluously, that Agents Barton and Romanov were SCL6.

After he'd watched it a dozen times, Kay wiped his eyes with the back of his hand, re-encrypted the video to Io and back, and attached it to a message from one of the hundred burner email addresses 010 had set up for him. A little something for home entertainment, he wrote. Definitely worth remembering. He didn't sign it, but SHIELD didn't hire idiots. He deleted the account and took several deep breaths, trying not to think about how close he'd come to erasing five years' worth of Barton's memories of Phil. He'd never been so grateful for a technology failure.


"Kay!" On the other end of the call, Phil's voice was tinny, almost lost beneath the roar of what sounds like a large aircraft engine. "You told Clint! He wasn't supposed to know!"

"Of course I told him," Kay said, looking to his left before dashing across the street. He'd left the building as soon as he realized who was calling, but getting another couple hundred yards from HQ never hurt when taking personal calls. "And don't think Oh won't be having a nice, long chat with Director Fury about notification protocols for qualified partners."

Phil laughed, and Kay's damned heart squeezed at the realization that he'd resigned himself to never hearing that sound again. He settled on a stone bench and glared at a seagull. That made him feel better. "I know," Phil said. "Yelling at you was a professional obligation. Personally, I'm glad as fuck. I'd been trying to get in touch with him for months, but SHIELD kept blocking communication channels." Oh, yeah, a long chat. "I was one profanity-laced breakdown from calling Tony Stark when you sent Clint that video. So, thank you."

Kay cleared his throat. Now that the moment of crisis had passed and he had time to think, he was far from comfortable dealing with feelings. MiB agents weren't supposed to have attachments; it was half the point of choosing the people they did to join the agency. But there was no denying that he was attached now, and it made him feel...unpleasantly gooey inside. "You're welcome," he said gruffly and hoped that would be enough for Phil.

"Okay," Phil said, "I have to go. That look from the pilot's means if I'm not onboard in the next two minutes, she'll leave without me and I can walk to the mission. But Clint wants to talk to you for a second. Here."

There was the abrupt whooshing sound of a phone being handed quickly through the air, and then a new, gruffer voice said, "Agent K?"

"Specialist Barton."

"Hey, listen, just wanted to say thanks." There was a pause. "For the video. And...for your help after the thing."

Kay shrugged, shoulders feeling too big for his jacket. "I did what I could, slick. Didn't feel like much."

"It was to me," Barton said, and the sincerity in his voice severely discomfited Kay. He gritted his teeth. "Okay, so, we have to go. But we're doing a thing at the City Clerk's office a month from tomorrow. Just us, a couple witnesses, and a certificate to sign. Wanna come? You could lurk in the back of the room and leave before anybody could talk to you. Phil'd get a kick outta that."

There was something in Kay's throat, and he hated it. "Maybe," he said. He swallowed. "Honeymoon?"

"Place in New Mexico. Why? You gonna surveil us?" He laughed as he said it.

"Nah, not worth the equipment."

Barton laughed again. "Yeah, listen, I gotta--Jesus fuck, May, do not close that door! Okay, really gotta go. Bye!" The call cut off before the word was entirely out of his mouth.

Kay sat on the cold stone bench, eyes blurring over the bustle of New York. He loved this town and the mind-blowing things--even for his jaded mind--that were possible here every day. Anyone who saw his face would've called it resigned yet determined as he searched his phone for the next number he needed to call, grumbling, "I hate New Mexico."