A/N: This story is an alternate universe and is a 2-part prequel to the Skye/Felicity crossover I've begun writing. Certain canon events are still in play, but Ward is not Hydra in this story, and the Miles meeting never happened in episode 1.05 The Girl in the Flower Dress. I've essentially shifted the timeline and some events to suit the needs of the story.

Part I - Falling

Sleeping with Ward wasn't the plan when she invited him into her room at the fancy hotel Coulson had booked. She wasn't sure exactly what the plan was, really; she just knew she wanted to do something for him. Something to take away that haunted expression he'd worn ever since he touched the Berserker staff.

But a bottle of whiskey and several hours later, here they were in a tangle of limbs on the snowy white sheets of her bed. He was quiet now, but she knew he wasn't sleeping yet because his hand was still moving across her back in an almost absentminded fashion. It made her wonder what he was thinking. Did he think they'd made a mistake?

Maybe it was a mistake. It was probably a bad idea to start something, for a lot of reasons. He wasn't exactly Mr. Emotional Availability, for one thing, and while they'd certainly connected earlier, she wasn't sure she really knew him any better now than she did a few hours ago.

By far the biggest problem was the fact that he was her supervising officer. Were there rules against fraternization? She honestly had no idea, but she doubted Coulson would be thrilled with this development if he found out about it.

Then again, Ward had said and done nothing to make her think this was anything other than a one-time thing. Skye weighed both sides as his hand drifted up and tangled in her hair. God it felt good, being close to him. While she'd been aware of an underlying attraction on her side ever since she'd squared off with him during their very first meeting, she hadn't realized just how much she wanted this.

It would probably be better to leave it at the hotel – what happened off the Bus stayed off the Bus.

The problem was that she didn't think she was going to be able to compartmentalize it the way he probably could. She was never going to be able to forget that she knew exactly what he looked like under his boring, monochromatic wardrobe – the perfect abs and long, lean muscles of his arms and legs. The broad shoulders and narrow hips that fit so very well between her thighs. The strength and grace of long fingers that were far more gentle and teasing than she'd anticipated now that the initial hunger for each other was satisfied.

When his hand slipped down her back and across her hip, she wiggled against him and sighed In pleasure.

"Tired?" Ward asked softly.

Raising her head, Skye folded her hands on his chest and propped her chin on them. He looked good enough to eat, sprawled against the white pillows with his usually neatly combed black hair spiking out in different directions. She vaguely recalled running her fingers through his hair and tugging at the short strands in the throes of her second orgasm.

She slid on top of him, encouraged by the growing erection she could feel against her pelvis. He raised his head to meet her halfway as she kissed him. After a few moments she pulled back, gratified that he seemed to be no more in control of this attraction than she was. "Not too tired for this."

His hands were on her hips, and she was startled when he flipped her beneath him, kissing her more urgently now. Then his mouth trailed down her neck, nibbling and licking a trail to her breasts as one hand slid between her thighs to stroke the sensitive flesh there.

After a few minutes, Skye took advantage of his distraction and flipped him over, startling a laugh from him as she employed the move he'd taught her during training.

"This wasn't exactly what I had in mind when I taught you that," he said, though he didn't seem displeased by the change in position.

"Well, I'm resourceful," she replied, raising a brow as she moved to straddle his hips. "Any skill set can have multiple applications."

She reached for one of the condoms on the nightstand, grateful that she'd still had a few in a side pocket of her bag. She took her time rolling it on, stroking his length as she smoothed it into place. She had to admire his self-control because while he looked like he wanted to pounce on her, he hadn't moved so much as a muscle.

Then she lifted her hips enough to allow him to position himself at her entrance, and she sank down slowly. The pace was slow this time. She braced her hands on his chest and rocked against him, enthralled by the way he was watching her, his dark eyes roaming her face and body in a way that made her breath catch. She allowed him to roll them over, and she welcomed his weight on her as she buried her face against his neck.

Afterwards, she feigned sleep when he got up to dispose of the condom, not in the mood to disturb the bubble they'd created by talking about it yet.

The morning came far too quickly. Skye half expected to find Ward gone when she awoke, but he was still beside her, one hand on her hip. Quietly she crept from the bed and showered as she thought about what she wanted to say to him. When she emerged from the bathroom, she found him tipping the man who'd just delivered their room service breakfast.

Raising a brow, she wandered over to the small table in the corner. "Breakfast, huh?"

"Coffee, toast, omelets, bacon, and pancakes," he told her as he shut the door and joined her at the table. He grabbed a cup and poured some coffee, smiling at her before walking into the bathroom.

Skye busied herself plating the food while Ward took a quick shower. Did staying until morning and ordering breakfast mean he wanted to do this again? Was it a thank you? Was he just hungry?

Okay, so if he was hungry he could easily have gone back to his own room for breakfast. It probably meant something. Damn it – why did he have to be so hard to read?

This is what I get for starting something with a spy, she thought, not without a little humor. Ward was different from any other guy she'd ever been with – mainly because she always had the upper hand before, and she wasn't so sure she did this time.

When he joined her at the table, she decided to dive right into the discussion. "So, this happened. And I'm guessing it shouldn't happen on the Bus."

Ward raised his brows, as if surprised by her direct approach. "No. We've crossed some lines now, but we need to keep things simple on the Bus."

She'd known that was what he would say, but she couldn't deny the disappointment settling in her stomach like a little lead weight. She covered by digging into her pancakes, though she could feel him watching her.

"Skye, if this will be uncomfortable for you, I can ask May to take over your training," he finally said.

"I have a better idea," she told him. She kept her tone nonchalant as she continued. "I propose that we keep this to ourselves, and we keep it off the Bus. But when we have a little time off, we can choose to spend it any way we like, right? I mean, if you think about it, it doesn't really matter if we're blowing off steam with each other or with strangers, does it? It's not like either of us can have more than a one night stand here or there considering we spend all of our time on a plane."

Something flashed in his eyes in reaction to her words. If she didn't know better, she'd swear it was jealousy, but it was gone so quickly she wondered if she'd imagined it.

"You don't think that could get complicated?" he asked, taking a sip of his coffee.

Shrugging, she said, "Not if we don't let it. Besides, every girl dreams of having hot guy on booty call speed dial."

He smiled, and she could sense that he was wavering.

"Okay," he said.

It was kind of pathetic how one word sent a feeling of elation bursting through her. She really hadn't expected him to take her up on her offer, figuring that he'd have about a million reasons why it was a bad idea, most of which were probably in a SHIELD handbook somewhere. As long as she didn't get attached, everything would be fine.

They kept that night to themselves, but hiding their attraction, their awareness of one another, was a different ball game altogether. Training was now a double-edged sword, and more than once Skye had felt his struggle to rein in his physical reaction to her. She was struggling with the same thing since her body heated up every time he got within feet of her, and the close contact of training only exacerbated the issue.

Skye was surprised that no one noticed since it felt like she was wearing a neon sign advertising that she'd had sex with Ward. And while his poker face was better than hers, she often caught him watching her in a way that seemed a lot friendlier than the average relationship between supervising officer and trainee.

It was two months before they had another chance to be together. They were finishing up a mission in Paris, and Coulson surprised them all by giving them the weekend off. Skye couldn't avoid being dragged into Fitz and Simmons' sightseeing plans, and if they were surprised that Ward decided to join them, they didn't say anything.

It was a special kind of torture to be off the Bus but still unable to touch him the way she wanted to. That evening she faked a headache and went back to the hotel early. Ward followed within the hour.

They didn't even make it to the bed the first time, and Skye reveled in the urgency he was displaying as he lifted her against the door and fucked her the way she'd been thinking about for months. His stubble scraped across her neck and chest – she was sure he'd leave marks but she didn't give a damn. By the time they collapsed onto her bed, all she cared about was doing it all over again.

They managed to avoid Fitz and Simmons the next day, setting off on their own to explore the city. Ward had lived in Paris before and knew the best spots for photos, the best little cafes, and the best places for a stroll along the Seine. They visited the Eiffel Tower that night after dinner, and it struck her how romantic the whole day had been.

He held her hand as they walked. Skye knew he was only doing it because without the others around, they were simply two anonymous tourists in the crowd. She reminded herself to enjoy the moment without getting too attached. It was a strategy with which she'd become very familiar as a child, and she knew it would serve her well to remember it with Ward.

But it was hard not to get attached when he took her to bed that night. It was their last night in Paris, their third night together overall, and it shouldn't have been a tipping point. Somehow it still felt that way though; it felt like a wall was coming down whether she wanted it to or not. It was both exhilarating and scary as hell because once her walls came down, she'd have nowhere left to hide. She knew she couldn't afford that.

Ward was the last thing she thought about as she lay bleeding out on the floor where Quinn left her, and he was the first thing she saw when she opened her eyes in the medical pod. Jemma was there as well, hovering and fussing over her, but she couldn't seem to focus on anyone but him.

Her walls might have come down, but she suspected his had as well. Whenever they were alone he held her hand in his, and he spent so much time in the medical pod with her that Skye was certain Jemma, at least, suspected something was going on between them.

A week into her recovery, Jemma was still drawing blood. "Are you secretly a vampire or something? How much blood are you planning to take, anyway?"

Jemma smiled at her, but it did nothing to mask her concern. "We used an experimental drug on you, Skye. I just want to make sure everything's fine and there won't be any… unforeseen side effects."

Skye watched as Jemma took the vials and left the room before looking over at Ward. "She and Coulson are both acting really weird lately. Where did you find this drug again?"

"A secret, underground bunker. Coulson thinks it might be where he was treated but it's not officially part of SHIELD as far as we know," he told her, reaching for her hand again. "He seemed conflicted about giving it to you – we went all that way, broke in and took it, and then he didn't want Simmons to give it to you in the end."

"But she did anyway."

"You were dying, Skye," he said bluntly, his fingers tightening around hers. "Convulsing. She'd already given it to you by the time he got back up here anyway, but I'm glad she did."

"Yeah, me too," she said quietly. "But I don't want to rely on miracle drugs or experimental treatments in the future, Ward. When I'm back on my feet, I want to start training again, harder this time. I know that I haven't always been as committed as you'd like, but that's going to change."

"You're not going back into the field for a while," he told her firmly. "Not without me there."

Skye looked at their joined hands, smiling a little as she replied, "You can't protect me from the world, Ward. Not forever."

"Maybe not," he agreed. "But I can try." He glanced around, making sure that Jemma was gone before he leaned over and kissed her gently.

Skye recognized it for what it was – a turning point.

Up Next: Part 2 - This Is How We Break.