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(He smiles and grunts as her punch connects)

I'm always trying to find new ways to use my head.

[She laughs at that and pushes him up and away from her. They can both take a small breather before going at it again.]

Steve, you never told me that you were funny.

He rolls his eyes amused. "Most people assume I'm a dour killjoy but I know more dirty jokes then anyone. You know how us Amry types can be."

"I never assumed that you were a killjoy, I just assumed that you preferred to be serious. I like this side of you, Steve." She chuckles and rolls back her shoulders in preparation for another round.

He bounces on the balls of his feet and sweeps his arm to the left at his full strength trying to knock her over. "I was only serious when I didn't know what was going on now I get to be loose and goosy."

Carol dodges and while he manages to hit part of her, she ducks and rolls from the blow. She springs up to her feet and punches her fist to his side. "I'm glad. After this we should do something fun. Like a movie."

He dances away from her. "I've heard that they've started using 3-D didn't they do that in the fifties," he asks as he mirrors her punch.

Steve, please. Like she didn't see that one coming. "Yeah, but eh, it's a little overrated." Carol hops away from that no problem but follows it up with a kick to try and sweep his feet out from under him. "But if you're interested I don't mind sitting through it."

He actually does a jump rope hop over her leg. "Or we could see one of my old serials if you really want to see my sense of humor."

Good move. Carol throws another punch at his arm. "Actually, I would love that."

He'd been about to punch her shoulder with that hand and has to jerk back almost falling over in the process because he's not completely balanced. "I will warn you they are cheesy."

"I will smirk and laugh appropriately. But I still want to see them." She grinned before following up the last punch with another to the other shoulder.

"I got a copy of all of them from Fury," Steve says as he drops to one knee with a wince, "We can do a movie night."

"Steve, you okay?" She hovered nearby, still keeping her guard up but concerned that she had used too much of her strength on her friend. "I'll bring the popcorn."

He smiles at her. "Nothing a bit of super healing won't fix don't worry Carol."

"I can't help it. I worry." She offers him a hand so that he can get back on his feet.

He lets her help him up and smiles. "You are doing much better Carol."

"Well, yeah. I get to train with Captain America." Carol waits until he's firmly on his feet before dropping her hand.

He smiles. "You were even ready for a possible trap, nicely done," he says, "can't pull anything on you anymore can I?"

Carol chuckles and gives him a shrug. "I'm sure there's still plenty I can learn from you. And I bet there's still things you can learn from me."

"That disabling punch was a new one for me, Tasha teach you that one?"

Carol shook her head. "That's an old Air Force move. Just hadn't had a good opportunity to bring it out yet."

Steve grins and tosses Carol a towel. "Well it's a good one if you don't mind my saying, quick without really doing any hard damage."

She chuckles and grabs the towel, patting it over her face. "I don't mind you saying that. Feel free to steal that one."

"I plan on using it in my next training session with Tony, he's quick with his hands out of the suit."