His comment about her exhaustion wasn't meant to offend her, and for a brief moment he was worried that it had, but then he caught that ever-so-slightly-there amusement in her tone and he responded with a bright smile and an easy laugh. He didn't doubt her for a second, and it seemed perfectly natural for her to do as she did, bringing her sleeve up to brush part of his cheek off. That easy smile had an edge of bashfulness to it then, and his turquoise eyes flickered down to his shield before looking directly back up at her with a smirk.
"No, it's okay. I'm sure I need it." His hair fell over his forehead as he shifted, bringing the shield to a different position in front of him so that the outer part faced up toward him. It wasn't perfect - far from it, really - but it was much smoother and with just a bit more time put into it he knew that he could get the shape just right. His gaze had dropped back down to look at it, his thoughts wandering briefly why he felt so strongly about having the shield to begin with. He literally felt like part of him was missing, and no matter how many days passed in this wasteland, Steve kept catching himself noticing things he could use as one. Today he'd finally just gathered what he'd needed and set out to craft that missing limb of his.
It was only a matter of seconds before he looked back up to meet Peggy's dark gaze, his smile following right behind. "Thank you, though. It's a little rough around the edges, but I've got time." Giving a nod, he swiftly flipped the shield over and caught the handle on the inside with one firm fist. "You know, if you'd like I could work on..." That smile of his gave away a hint of amusement as he nodded his head back behind her, a crease growing between his brows as his gaze flickered between her and the shield she'd left behind. "That."