A/N: Hey guys! This was written as part of a timed writing challenge in collaboration with phoenixqueen. (We did this one right after the pilot episode, so the characterizations are probably a little deeper on the show now than they were then.)

Hope you enjoy!

Fitz looked slightly green around the gills as he strapped himself into one of the jumpseats, and Ward smirked. They'd just upset a key faction of the Rising Tide, and were making a rather hasty exit. They'd retrieved the data they'd gone in for, but had unintentionally set off an alarm that called for reinforcements, so they were hightailing it before they could arrive.

"Airsick, Fitz?" Ward tried to keep the smugness out of his voice, sitting calm and entirely not nauseous in his own seat.

Simmons gave him a surprisingly dirty look but didn't respond, rubbing Fitz's arm and passing him one of the emergency sick bags.

Skye rolled her eyes. "Yes, Alpha Male, brilliant observation. I'm sure that you have no such physical weaknesses like us mere humans?"

Ward pretended to think for a moment, then shook his head. "No, not really. Not afraid of heights, spiders, clowns, and I don't ever get motion sickness." His grin widened a bit, and he shrugged. "Can't help it if that makes me one of SHIELD's top agents."

Famous last words.

Cut to two weeks later. Another mission, another hasty exit. Somewhat less of a clean getaway, however – Coulson had to come in and save his ass, but not before one of the guards got a lucky hit in and knocked Ward headfirst into the wall. He suspected he had a concussion, and it was not helping.

Coulson hauled on his arm, mouth tight. "C'mon, Ward, we're almost to the plane. You have the artifact, right?"

Ward nodded, and then winced. "It's in my jacket pocket."

They rounded a corner a little too fast for Ward's liking, but then the plane was in view, ramp open, engines roaring. Ten more metres, angry shouts behind them and the sound of gunfire, four metres, and then they were in.

Ward stumbled but managed to catch himself on the closest horizontal surface as Coulson reached over to the wall panel and slammed his hand against the button that would raise the ramp. The older Agent turned and drew his sidearm, firing several shots back at their attackers, trying to keep their heads down long enough for the ramp to close.

"Melinda, get us out of here!" Coulson snapped through the comms.

Ward could feel the plane shuddering beneath his feet due to Agent May warming up the engines as Coulson hauled him upright again with a hand wrapped firmly around his left bicep. He looked towards the lab. "Fitz-Simmons! Go strap yourselves in! Where's Skye?"

"She's already upstairs, sir!" Simmons replied as the two scientists rushed past the other agents for the spiral stairs leading up to the living area. Fitz paused on the lowest stair as the plane shuddered again and began to taxi towards the runway.

"Do ya need help, sir?" the Scottish scientist asked.

Ward could still hear shots being fired at the plane, but apparently the jet had been outfitted with some type of special plating on the outside to keep the bullets from penetrating. "I'm fine." Ward replied.

"I've got him," Coulson said. "Go get yourself strapped in! We're exiting hot!"

Fitz nodded and disappeared up the stairs after his partner in crime. Coulson manhandled Ward up the stairs. The shuddering of the plane as it gathered speed for takeoff wasn't helping his suddenly queasy stomach, but the last thing he was going to do was vomit all over one of his superiors if he could help it.

Ward managed to get his feet back under him as they reached the upper deck and staggered toward the closest seat. Coulson practically shoved him down and headed up to the next level to join Agent May in the cockpit.

Skye was sitting nearby, already strapped into her seat. She was watching him closely as he fumbled with the seatbelt. "You okay, Ward?"

"Got my head slammed into a wall," he muttered.

The consultant frowned and unstrapped herself, coming over to his seat and helping him strap himself in, before she returned to her own seat.

"Hold on everyone. This is going to be a bumpy exit." Agent May's voice came over the comm system as the engines suddenly roared to full power and everyone was slammed back into their seats with the sudden acceleration.

The sensation as the plane lifted into the air made Ward's stomach churn alarmingly, and he shut his eyes tight against the wave of dizziness.

He could hear bullets pinging into the plane's armour for another moment, and then they were easily out of range, and Ward could focus all his energy on not throwing up.

He heard Coulson exhale. "How are we doing, May? Are we out of the hot zone?"

"Just gimme a minute, little busy – damn."

That was all the warning they got before the plane suddenly dropped to the left. Alarms were blaring, warning of incoming missiles, and Coulson cursed. The plane kept dropping, turning so far up on its left wing that Ward feared that May was trying to do a full roll – but there was no way, this model could never be that agile.

Then the world righted itself once more, tipping back up in one fell swoop, and Ward clutched his armrests even tighter. He would not. Get. Sick.

The alarms were still going off, however, and May's status report explained why, her voice terse. "We dodged the pair of missiles they sent after us, but it looks like they're deploying something else. Something bigger."

Coulson's jaw ground tighter, then he looked to Fitz, who wasn't faring so well himself. "Fitz, what do you know about AIM's recent weapons development?"

Fitz had his eyes screwed shut, and was more focused on gulping breaths than answering, so Simmons did for him. "They've been trying to improve the tech behind some of the old Stark Industries weapons – from prior to Stark shutting down the weapons manufacturing division, especially the smart bombs."

"The Jericho?" Coulson asked.

Simmons shook her head. "The Jericho never made it to market after Stark demoed it for the military. He shut down production before they could make more than one or two prototypes, and those were deactivated and disassembled as soon as possible."

The plane rolled again, this time to the right, and Fitz and Ward both let out groans of utter misery.

"May, what's going on!?" Coulson yelled.

"Heat seekers…and right now we're the biggest damn target in the sky."

The plane rolled back to an even keel, before taking a nosedive. The sudden velocity change caused everyone's stomachs to drop uncomfortably.

Ward tasted bile in the back of his throat. He was not going to throw up. He had too much pride on the line. His head pounded with the increased pressure as Agent May continued to swerve and slam the plane around, apparently trying to defy the laws of physics and gravity.

In the end, it was Fitz who lost control of his stomach first. The smell of the vomit did nothing to calm Ward's stomach, but he clenched his jaw and tried to hold it in.

"Eww…" Skye muttered. "I did not need to see what you had for lunch today, Leo."

"S…Sorry…" Fitz muttered as he tried to wipe his mouth. He looked like he could be sick again at any minute.

An explosion off their right wing rocked the entire plane violently and the whole team heard May cursing over the comms. "Coulson, next time you pull me out into the field, I am not piloting a 'bus' that has the manoeuverability of a wallowing elephant."

"Your objection is noted, Agent May."

The plane hit some turbulence so bad it made Ward's teeth clack together, shooting pain into his already-throbbing head, and he moaned. This was fast becoming the worst extraction he'd ever had after a mission, and that includes the time he had to ride a camel out of a secret desert base for twenty miles in the hot sun before he made it back to a SHIELD outpost.

"Fitzsimmons!" Coulson barked, having given up addressing one scientist in particular. "Are there any weapons that we can fire that will trick the seekers?"

Fitz moaned, croaking "flares..." rather miserably, and Simmons again picked up the thread. "We designed new high tech flares that should fool anything AIM's designed. They deploy multiple heat signatures that can momentarily disorient anything latched onto our signal. We call it the Crybaby."

"May, you get that? Fire now!"

"That'll distract them for a bit, but will that actually take them out?" Skye asked, worried.

Simmons hmmed worriedly. "Possibly? I-I'm not sure."

"That's a negative, they only took out about half. Anything else?"

"Use the cannon – nevermind, I'll do it." Coulson unbuckled his restraints and fought his way over to the terminal. The plane dipped and dived again, then lurched to the side, but Coulson held fast to a handhold and fired up the cannon. It was so loud they could hear the rat-tat-tat of its firing from somewhere beneath them, and when Coulson's face loosened, Ward knew they were finally in the clear.

The plane's flight smoothed as well, and Ward tipped his head back in relief as the shaking and rumbling ceased wreaking havoc on his stomach.

Skye eyed him with a sly smile that could mean nothing good. "Airsick, Ward?"

He forced back the nausea again, even though his head was still pounding. He took one deep breath, followed by a second, before he was able to raise his head and look her in the eye, even though his stomach was still churning. "SHIELD's top agents don't get airsick."

Skye snorted, immediately followed by Coulson choking back a laugh. Ward glanced at the older agent. "Sir?"

"SHIELD agents aren't superhuman, Ward. We have higher expectations, but we're not gods." Coulson's eyes were glinting with good humour, despite the hot extraction they'd just been through. Ward noticed that the other agent was still as put together and neat as he usually was, and he couldn't help but wonder how the man did it. "I know several top agents who've been airsick in the past."

"Really?" Skye asked. "Who?"

"That's classified." Coulson said after a moment. He turned to go in search of something to clean the vomit on the floor as Simmons helped Fitz to his feet so they could head for the lavatory and he could clean up.

As he stepped away, however, Coulson turned back for a moment and slowly and deliberately winked his left eye, closing it a split second longer than necessary before he headed towards the rear of the plane.

Ward blinked. Was Coulson indicating who Ward thought he was? No way…

Skye noticed the expression on his face. "That doesn't look like you're about to puke."

"There's no way…" Ward murmured. "There is no way in hell Coulson means who I think he means."

Skye looked confused. "What are you talking about?"

A small bit of turbulence jarred the plane, keeping Ward from replying as his stomach finally rebelled beyond his ability to suppress it. He gagged as his hands fumbled for his seatbelt. He got the belt unlatched, but before he could stand, a hand on his shoulder pushed him back into his seat as a metal basin was thrust under his head.

Ward gagged again before making use of the basin in the way it was obviously intended this time. He heaved several times, bringing up the contents of his stomach as the hand stayed on his shoulder.

He heard Skye's muttered, "Gross," but ignored it in favour of trying to tame his rebellious stomach.

"Like I said, Agent Ward. We're only human."