A/N: This was written for Tumblr user maegar-is-ready, as a gift in celebration of my blog reaching a milestone follower count. It was so lovely getting to know Mae over the past couple of months, and I'm incredibly grateful that she won this little contest, not only because of her thought-provoking prompt but also because she's just the sweetest. Hope you like it, darlin!

I cheat a bit in the first chapter, but since it all takes place before the events in the Pilot, I hope we can let it slide just this once. ;)

Leopold Fitz could count on one hand the number of times he'd seen his mother cry.

Or, perhaps more specifically, the number of times his mother had let him see her cry.

There had been other moments, of course. Moments caught from around the corner, when she'd thought he'd been in the other room. Moments brushed away quickly with a light swipe of her finger. Moments in which she'd gone back to chopping vegetables, or swiftly turned away to open the refrigerator, or covered it up with a quiet cough. Moments in the dead of night, when he was supposed to have been asleep, when the walls of their tiny flat had been too thin to hide the sound.

He'd always wondered why she'd tried so hard to keep that part of herself hidden from him. As if by some stretch of the imagination her momentary weakness would taint his opinion of her. As if a falter in her smile or a chip in her spirit could somehow make her less of a mother in his eyes.

As if anything could diminish the fact that she was still the strongest person he'd ever known.

But those other moments, those instances in which she'd actually let her guard down long enough for him to see the raw emotion and pain in her expression, were seared into his memory, tied inseparably to the fear that had tightly gripped his chest at the sight of tears on his mother's face. Those memories were so vividly imprinted in his mind that they came back to haunt him, oftentimes in the hazy period between wakefulness and sleep. He could see each moment so clearly, even though he couldn't have been more than four years old the first time it'd happened.

It'd been the night of his father's funeral, after the rather short line of neighbors and friends had finally left the flat. The majority of the day had passed by in a whirlwind of strangers patting his head or handing him pudding, offering condolences for a man no one had known all that well. He'd been secretly thankful when his grandmother had whisked him away from the crowd and spent a couple of hours in his room, reading him his favorite stories whilst he methodically took apart his toy train set. He supposed he must've fallen asleep at one point, because the next thing he'd known he was waking up in his bed, a horrid taste in his mouth and the darkness nearly smothering him like a blanket on the hottest day of the year.

The sound of weeping hadn't been too loud, and in all honesty he couldn't even remember if he'd heard it at all. But in his fit of confusion he'd run to his parents' room, only realizing once he'd entered that the bed was half empty now.

"Leo?" his mum gasped, sounding like she was trying to regain control of her breathing. "What are you doing out of bed, darling? It's the middle of the night."

But he hadn't been able to answer, the sound and sight of his distraught mother overwhelming any words on the tip of his tongue. Instead, he quietly padded over to the bed, stopping just on the edge of the vast expanse of sheets that separated him from where his mother sat. He scarcely recognized her in that moment, the moonlight glinting off of her tear-streaked face.

"What is it, Leo?" she asked softly. And it was her voice that drove away his hesitancy in the end.

"Mummy, could I sleep with you tonight?"

She choked a little on her laughter, nodding vigorously as fresh tears spilled from her eyes. He wasted no time in clambering onto the bed, and though the cold emptiness threatened to swallow him whole, he managed to make it to the warmth of his mother's outstretched arms. Her sobs were still fairly quiet, but he wrapped his arms tightly around her, hoping that despite his smallness he'd be able to take her pain away.

"Oh, Leo," she murmured with another sob, peppering his face with kisses. "Oh, my sweet, darling boy. I'm sorry, I'm sorry, I'm so sorry."

He knew that you were supposed to say sorry when you'd done something wrong. But no matter how hard he tried, he couldn't figure out what she was apologizing for. He pulled away, searching her eyes for an answer.

"Why, Mummy?"

Her tears had calmed down somewhat, but there was still a quiver in her jaw as she traced her fingertips along his brow. "I shouldn't have left you alone the other day," she whispered, but it was almost as if she were talking to herself instead of to him. "What a bloody foolish thing to do. I mean…my God, you're just a…just a wee little boy." Her voice had grown louder, and something dark flashed in her eyes. "How could you do that to a child? Your own child, for God's…"

She stopped talking abruptly, probably noticing how he'd involuntarily flinched away from the noise. "Oh, no," she said, placing a shaking hand over her mouth. "Oh, Leo, I'm sorry, I didn't mean to scare you. It's all right, darling. You can come here. I won't hurt you."

He wanted to tell her that he knew she wouldn't hurt him. He wanted to say that he wasn't sure why he'd flinched in the first place, when the only time her voice had scared him had been when she'd fought with his father (and even then it wasn't her he'd been afraid of). He wanted to tell her that he hadn't been alone that day, not really. He wanted to tell her that Dad had been there.

He barely remembered that day, actually. He'd made some gadget or other by combining bits and pieces from some of his toys, but proud of it as he was he'd known better than to bother his father while he tinkered away in his office. He'd never been particularly close to his father, his job keeping him out of the house for most of the day with the rest spent either sleeping or avoiding him and Mum. At one point, his father had eventually stopped going to work, spending more time in his office instead. When the fights had broken out, he hid in his room, trying to block out the noise by focusing on his inventions.

It was never enough.

That day, Mum had left early for her job at the diner down the street, like she always did on Saturdays. For his part, he had woken up, made himself a bowl of cereal (he'd gotten better about not spilling the milk), watched a bit of cartoons, and played with his toys. And the rest of the morning had gone by rather uneventfully.

That is, of course, until he'd heard the gunshot.

He couldn't remember what had been in his hands, a part from a track or his toy screwdriver or the small magnifying glass he'd gotten for Christmas. But whatever had been in his hands had clattered to the floor, the singular crack drowning out all other sound until a low buzz had filled his ears. Hours later, his mum was prying him out from under his bed, where he'd lay shivering, blind and deaf to everything but the persistent sound of that shot. She'd carried him out of the flat, trying to shield his eyes along the way, but he'd already seen the blood, along with the motionless figure that had once been his dad.

Passed. Dead. Those were the words the strangers had used at the funeral, when they talked about his father. He didn't know if he understood what they meant. All he knew was that his father was gone. One day there, the next...not.

He wanted to tell his mum that he wasn't a little boy anymore, that he was big and strong and could take care of her, whether Dad was gone or not. But he didn't know how to tell her any of the things he wanted to. So instead he moved closer to her and reached up one of his small hands to wipe away her tears, like that one time she'd done for him when he'd fallen off his bicycle and scraped his knee. He didn't know if it would help, but it was all he could think of to do.

"I love you, Mummy. Please don't be sad."

She laughed again as she pulled him to her side. "Oh, Leopold Alexander Fitz," she sighed, running her fingers through his mess of curls. "You are without a doubt the greatest source of joy in my life. Where I would be without my brave little Leo, I should never care to know."

He didn't really know what to say to that, so he simply huddled closer to her while she stroked his back and hummed some sort of lullaby. Eventually, he heard her breathing slow down as the wordless song ended. But when he looked up into her face he saw that she was still awake.

"Mum?"

"Hmm?"

"Does it hurt?"

Her hand paused on his back as she focused her gaze on him. "Does what hurt, sweetie?"

"Being dead."

He wasn't sure where the question had come from, but he realized that it was the one thing that he'd been desperate to know ever since he'd tried to understand what had happened to his father. He'd heard phrases tossed around over the past few days, phrases like "he's in a better place" or "at least he isn't in pain now," but he didn't really get any of that. It didn't explain to him how one person could be there, only not there. Alive in one moment. Dead in the next.

His mother drew in a shaky breath, like she was trying to choose her words carefully. "Do you remember what it was like before you were born, Leo?"

He searched his short list of memories, but he shook his head.

"No, you don't, do you?" she smiled, though her eyes betrayed her forced cheerfulness. "But it couldn't have been too bad, yeah? Otherwise you'd remember all that nasty stuff, don't you think?"

He tried to process her words. "I…I think so," he agreed, finding that it made sense to him.

"Well, I like to think that being dead is quite like how life was before you were born," she told him as she continued to trace circles on his back. "If before didn't hurt, then after shouldn't be that much different. You shouldn't be afraid of dying, dear. It's living that's a lot harder."

There was a lot she was saying, and not all of it he thought he understood. But her tone was comforting. "Now, that's enough talk for tonight," she scolded him half-heartedly before pressing her lips to his forehead. "Try and get some sleep, all right?"

He nodded against her shoulder, drowsiness finally starting to overtake his senses. And as he drifted off in the warmth of his mother's arms, her words echoing in his head, his restless thoughts disappeared.

He was unaware that it would be the most peaceful night's sleep he'd have for decades.

The second time Fitz saw his mother cry wasn't until many years later. After they'd moved into a smaller flat, still managing to barely cover the rent with her three jobs. After he'd started offering to fix odds and ends for the neighbors, secretly adding the extra cash to the jar she kept in the kitchen. After he'd taken apart nearly everything in their tiny living space, much to his mother's annoyance (although he thought he caught her hiding a smile from time to time). After he had received recognition at his school's science fair, despite the fact that he'd been receiving low marks in his other classes. After he'd begun studying in Glasgow under one of the leading professors to develop some of the first quantum field generators. After he'd been accepted into a doctoral program at MIT.

When he came home that day, the day the letter had arrived, he wasn't really surprised by the inevitable conclusion. There was really no way he'd be able to afford studying in America, with or without her assistance. But he was surprised to see the tears in her eyes.

"Mum, what're you-"

"Oh, Leo," she interrupted, reaching up to wrap her arms around his neck. "I'm so, so proud of you. You know that, right?"

He returned the embrace, steeling himself for what he had to do. "You should be," he replied gravely as he stepped back and placed his hands on his waist. "Do you know I fixed that leaky compression faucet in under three minutes this morning, and I had to grind down the valve seat for the washer?" He shook his head. "Honestly, I'm surprised it even…" But his voice trailed off as he caught sight of his mother's expression, a mixture of confusion at his words and exasperation at his nonchalance. And the tears. God, the tears. He couldn't bear to see those tears. Not when he could do something about it.

Fitz put all of his effort into a shrug. "Didn't want to go anyway."

That earned him a weak swat on the arm, although Fitz vaguely wondered how such a small woman and such a small envelope could still manage to leave a lasting sting. "Don't lie to your mother," she said fiercely. But she couldn't look him in the eye.

He carefully placed his hands on her shoulders. "I'm not lying, mum," he told her gently, willing her to meet his gaze. "It's all overrated in the first place, isn't it? Besides, there's plenty of stuff they want me to work on here at the University. Really, I think you're blowing this out of proportion."

Keeping a straight face in that moment was the hardest thing he'd ever had to do, each word piercing him like a knife to his chest. But he knew he'd never be able to live with himself if he let her take on that guilt, not after everything she'd done for him.

She didn't look like she believed him, but at least she'd stopped crying. "You're meant for more than this, Leo," she sniffed, running her fingertips underneath her eyes. "And I know I couldn't make it happen this year, but one day I promise you you'll get over there. Whatever it takes."

Fitz breathed out slowly. "Bloody hell, woman," he chuckled. "If you wanted me to move out so badly, you could've just said so."

She gave his arm another half-hearted smack on her way to the kitchen. "You watch your tongue," she scolded him. "I'll not have that kind of language being thrown about under my roof. Blasted teenagers, thinking they can curse in front of their mothers whenever they damn well please." She turned away, and even though Fitz could hear the smirk in her voice, he knew she was still upset. But her momentary lapse in control was over.

A few weeks later, when MIT offered to completely fund his doctoral studies, his mum didn't cry, not in front of him at least. And when he boarded the plane to take him overseas, the uncertainty of his future looming ahead of him, he wondered what he was more afraid of: finding his way in a strange new country…or leaving behind the only family he'd ever known.

He stared down at the silent mobile in his hand, unable to comprehend the words that had been spoken on the other end. After a while, the phone was carefully wrenched from his grasp, and he felt gentle hands brush away what he took a moment to realize were tears. There was an inexplicable fear coursing through him, although the company did manage to dull the pain a little.

"She said…she said it was just a cold," he mumbled, vaguely registering that someone was gingerly extracting bits of glass from his other hand. He must have broken something in his distress. "Why…why wouldn't she tell me?"

"She probably just didn't want you to worry, Fitz," Simmons replied softly as she wrapped a bandage around his hand. "Even the doctors said they hadn't realized how serious it was."

He shook his head. "I still should've been there," he said, blinking past the bleariness in his eyes to look at her. He began heading towards the door. "I should be there now."

"Fitz, stop," Simmons pleaded as she placed a hand on his arm. And though he tried to extract himself from her grip, her insistent voice kept him rooted to the spot. "There's nothing you can do now, all right? Her doctors say she's recovering, that she'll be fine-"

"But she wasn't fine, Simmons!" he cried in frustration, loud enough to make her jump a little. "She's been in that hospital for two bloody months, without anyone there to…I mean, for God's sake, she could've…and I wouldn't have-"

"I know," she interrupted him, calmly stepping closer so he could see the sincerity in her expression. "I know, Fitz. And once this is all over, we'll go and see her, okay? We just have to sit tight for a little while. Can you do that?"

Fitz tried to focus on the warmth of her hands on his shoulders. Deep down, he knew she was right, that S.H.I.E.L.D. had placed all of its facilities on temporary lockdown until the situation in New Mexico had been resolved. Normally, Fitz would have been fascinated by the implications, how things like Einstein-Rosen bridges and life on other planets and mythical legends could not only exist but have direct ties to Earth. It was groundbreaking in every sense of the word, and meant an inevitable explosion of scientific development and discovery in the immediate future. But in that moment, Fitz couldn't bring himself to care.

He supposed he eventually nodded, because Simmons took another step closer. "Good," she said firmly, her grip tightening on his arms. "Now I need you to breathe, Fitz."

Her words didn't make sense right away, but he soon realized that he'd unintentionally been holding in his breath. His shoulders sunk forward with relief. As he gasped for air, though, he found that he was only able to regain control of his breathing when Simmons coached him through it. She counted the seconds for him, but it was really her own breathing that calmed him down in the end.

The rest of the night passed by in a blur for Fitz, as he and Simmons waited in one of SciOps's recreation rooms for HQ to give them the all-clear. Simmons dragged him to one of the sofas in the corner, away from the excited babble of their colleagues, away from the news coverage of aliens leveling a small town in the desert, away from the noise he didn't want to hear.

Neither of them slept, but she held onto his hand, tethering him to a reality that kept him away from the edge of his panic. As if by that simple touch, she could hold him together while the rest of the world around them was falling apart.

Somehow, it was enough.

A/N: Okay, I know the first chapter is pretty bleak, but hopefully the later chapters won't be quite so heavy.

Also, I have many theories for what happened to Fitz's father, and this is just one of those theories that I've managed to settle on. Some of it might seem a little vague, but the issue will be addressed again in a future chapter.

As always, honest feedback is greatly appreciated! Thank you so much for taking the time to read. :)