Three weeks had passed since Skye's unfortunate run in with Hunter. She was training hard and May was impressed with her devotion and hard work. She had not been late since that morning but May had installed push-ups into Skye's routine anyway to build her upper body strength. She always was going to address building up Skye's upper body muscles, but the incident had her doing it quicker than originally intended. She also included other upper body strengthening and that added to Skye's time working out and her time supervising. So, they were spending even more time together. Three hours in the morning, another hour at least on weapons training and another two hours on covert operations, tactical training, and undercover strategies.

Add in the fact that they ate most meals together and Skye had decided to plop herself in May's office when she worked on security or other computer tech. Which would be fine except Skye liked to talk while she worked. Which meant that every fifteen minutes or so Melinda would have to tell Skye to be quiet or send her a piercing glare. Which only worked for another few minutes before Skye would start up again. It was almost endearing that Skye felt comfortable enough with her to make random observations and conversation. Almost. What it did was put Melinda behind on her own work; cause unlike Skye, who loved her computer work and could multi-task rather well, Melinda absolutely despised the paperwork she had to do for hours every single day that required detailed attention.

It was Tuesday, and Coulson had been gone for four days so far this time which meant Melinda had to cover all the schedules, check inventory, write up all the requests, work on all the new recruits paperwork, do billing and payroll paperwork and it was killing her. So she said it out loud. "This damn paperwork is gonna kill me. If I don't get to go on a mission and beat someone up soon, I'm going to explode."

Skye looked up and her eyes twinkled with amusement. "Didn't Coulson pull you from administration where you were surrounded in paperwork?"

"Not the same thing. That was my choice. This, this is not why I agreed to come back into the field." She slapped a pack of papers down and slid her chair back, getting up. She looked over at Skye. "Come on – let's go spar."

Skye shook her head as her eyes grew wide taking in her S.O.'s demeanor. "Uh no. You look like you want to really beat someone up. I don't feel like being your test dummy."

"Oh, please Skye. Do you think I would purposefully hurt you?"

"Not purposefully. Accidently. But it would still hurt the same."

Melinda smirked. "So, you're chicken."

"No. I'm pragmatic. I know without a doubt you could kick my ass seven ways from Sunday."

"I'll give you two free shots at me before I defend myself."

"Three and you're on."

Melinda's eyes flashed back at Skye. "Deal."

Both had stopped by their rooms to change into workout clothes. Melinda showed up first and kicked two other agents off the mats and out of the gym. Skye entered the gym hoping it was empty since she would rather that no one see May kick her ass. In the early mornings, most other agents were not even up yet when they sparred. But unfortunately, she spied Hunter and Hartley and another mercenary named Idaho working out on the gym equipment. She wanted to turn around and leave. But May came over and wrapped her hands. May led her through their usual stretching and warm-ups, and then they faced off. Skye snuck a glance and sure enough the other three had stopped what they were doing and were watching them. Great.

Melinda stood in a defensive stance and looked at Skye. "So, all three at once in a row or separate? "

Skye looked at her. She shrugged her shoulders. "Which might give me a chance to actually land a hit?

"All at once is your only shot. Remember I said I wouldn't fight back, but I will duck and feign to get out of the way. I won't be a standing still target."

"Yeah I get it. Promise not to make me look too bad huh?"

Melinda looked at her face and saw Skye glancing at the others across the room. "You won't. Your training has been coming along well. Just try to remember everything I taught you."

"Yeah everything you see coming cause you taught me,"

Melinda grinned. "Well you're not wrong. So be creative. Mix it up more. Keep me guessing."

Melinda nodded to Skye and Skye did the same to her. She moved into an offensive stance and watched as May moved back to her defensive stance and watched her closely. Be creative huh, Skye thought. So she struck out. First a kick to May's stomach, followed by a spin punch to her shoulder and then a fake head kick followed by a bend to try to take out May's legs from under her.

Skye watched as May actually fell to the ground from her last move, but only had one second to revel in glory as the next moment she was on her back with May pining her down. May had used her quickness to pitch Skye's leg out as she went down and had pulled Skye's knee out from under her and then quickly adjusted to roll over and to pin Skye.

"Fuck. How the fuck in hell." Skye looked up at her mentor, half in disgust and half in awe.

Melinda grinned, sliding off her and getting up, offered her hand to pull Skye up. "That was pretty damn good Skye."

"Dang near had you Mel." Hartley chuckled.

Skye stared at May as she allowed May to pull her up. "Next time follow that with a roll as I try to kick your knees out and come back around to me trying to stay on your feet. You will have the edge with me already down."

Skye looked over at the three watching and none were laughing. Hartley gave her a thumbs up. She moved back to her position with a small grin. After May got into position again as well, Skye waited a few heart beats and then went for her move. She faked a punch to her right and threw her left leg out to sweep May's legs out from under her. Instead of May landing on the ground, however, Skye found herself staring back up into her S.O.'s face once again.

"Good idea Skye but you were too slow on your duck and sweep. Do it again." She reached her hand down to pull Skye up.

They sparred for another thirty minutes. Skye never took down May but following May's instructions, Skye made it harder for May to take her down. She only landed on the mats three more times. When May noticed her struggle to get up at the last take down, she offered Skye a water bottle and sat down on the mats. Skye sat down next to her, greedily swallowing the water.

Hartley walked by them and turned to Skye. "You're pretty damn good." Turning to May she added. "You've taught her well Melinda. Color me impressed. Let me know when I can spar with her."

"Tomorrow. She needs to spar with more than me. Those two too."

"You got it. Around three good?"

"Perfect."

"Should be fun."

Melinda nodded and smirked. "I look forward to it." She watched as the three walked out and then turned to Skye, whose face look less than happy.

"Are you trying to get me killed? Cause if you're tired of being my S.O. you just have to let me know."

Melinda laughed. "You can take Idaho and Hunter You're much quicker and you're smarter. Hartley will be your biggest worry. But she is probably going to be slower than you too, and she likes to fight with knives, not just her hands. In fact, I want her to train you with fighting with knives. She's very good at it. But later on, maybe in a couple weeks, after you are more comfortable with hand to hand. It'll be good to go up against different people. Different sized people in hand to hand. Give you better perspective. Plus watching I can better ascertain your strengths and weaknesses."

"You think I can beat Hunter and Idaho?"

Melinda nodded. "Without a doubt. They don't ascertain their enemy. They strike first and ask questions later. They are slow. You've grown to be quite fast with some of your combinations Skye. Plus you have been listening and you look for weaknesses and a way in. You plan your next move ahead. Eventually all those combinations and skills will become cemented in your memory. You won't even have to think about them – your muscle memory will take over."

"Like you do."

"Yeah like I do. Every person you fight will be at a certain level. But the easiest ones to beat are those with huge egos. Eventually they make a mistake. Also, those who rely on brute strength can be outsmarted and brought down. You'll see. You'll be sparring with a lot of people in the next few weeks."

"Okay. But we'll still spar too?" She looked at her mentor with hope.

"Of course. I will be teaching new skills to you all the time. Working on your timing. Your fakes and your adjustments."

"Cool. I would like to see at some point if I could earn a martial arts belt. You know like you see in the movies. Bruce Lee and stuff."

"Well you are doing a variety of fighting styles. Ju Jitsu, Taekwondo, Karate, Judo, and boxing. So it would hard to pick a belt level for you."

"Oh." Skye's face showed disappointment.

"But as far as training and levels go – in the academy I'd place you at a self-defense level seven."

Skye nodded. "Yeah I only started really training and I have long way to go." She was thinking there were probably like twenty-five levels.

Melinda smiled. "Out of twelve levels. Seven out of twelve. You'd have flown right by the first five levels in your first year had you gone to the academy. But since we are doing an intensive, longer workout training – you are far ahead of that. Many never get past level nine."

Skye looked over to make sure May wasn't kidding with her. She wasn't. Her face was serious. "Seven? "

"Seven. Yes Skye. Heck if you lay out Hunter and Idaho tomorrow, I may move that up to an eight."

"So you want to make me even more nervous than I already am?"

"We talked about that too Skye. Control that nervousness, and channel it. Let it help you with your skills. You've been really improving with that the last few weeks, with controlling how you react to situations. You've been working hard and listening to everything I say and doing it. I'm very proud of you."

Skye's heart warmed and she felt a wave of happiness engulf her. May was proud of her? That meant everything. So few people in her life had ever told her she did anything well, and even fewer had said they were proud of her. She ducked her head, with a smile, and looked at the floor in front of her.

Melinda watched as the girl in front of her became quiet. She saw Skye's skin turn a bit pink and saw how Skye was avoiding eye contact. Melinda smiled. Obviously, Skye didn't know how to take a compliment. Which meant she'd most likely had too few of them in her life. Her smile became a frown then as she watched the girl fidget. Melinda wasn't stupid. She knew Skye wanted to get closer to her. She knew the girl was a bundle of emotions and wore them on her sleeve. She knew the shitty childhood Skye had to have gone through growing up in the system. But right now, in this moment, she understood just how much those simple words had meant to Skye and how little she herself had been willing to say them or say anything of consequence to her.

Oh sure once in a while over the last couple months, since she'd been Skye's S.O., May had let her guard down a few times. Most of the time it was just a small emotional flicker here and there. Laughing at Skye's clumsiness. Smiling at both their horrible kitchen skills. An occasional nod, and flash of a smile when Skye did something well in training. Putting up with Skye's incessant chatter in her office. But May had not let her mask slip too far, wanting to preserve her own vulnerability and wanting to keep things on a purely professional level. But who was she kidding? They'd passed that long ago.

They'd passed that when she had watched the girl nearly bleed out and she'd nearly pummeled Quinn to death for daring to hurt someone on her team. They'd passed it when Skye had hugged her at the motel when she had gone outside after showing Phil that he was the one in charge of the Tahiti project. Skye had nearly tackled her with relief, and it wasn't until the girl sobbed out that she thought he'd killed her, did she understand. She thought Ward had killed her. She had hugged the girl back then, guilt overwhelming her for leaving and allowing Ward an easier way to kidnap Skye. Melinda looked at Skye now as Skye took a drink and moved to get up.

"Hey wait a second."

Skye sat back down and turned to Melinda expectantly. "Yeah?"

"It took my mom a long time to tell me she was proud of me for joining Shield and becoming a specialist."

"Yeah?"

"Some people are just easier at handing out compliments than others. You know?"

Skye smiled. She nodded her head and her eyes flashed with warmth. "Yeah I know. For some it's like pulling teeth yeah?"

Melinda gave her a smile grin. Skye was quick and understood exactly what she meant.

"So when people like that do that, it really means something. It means it's real."

Melinda sat down. "I know I'm not one to speak about stuff a lot."

Melinda watched as Skye rolled her eyes. "You think?" Her voice dripped in sarcasm.

Melinda smacked her lightly on the shoulder. "As I was saying, it's not my way to speak it, I do better at showing it."

"I know that. It's just good to hear it sometimes."

"Yes. It is." She gave Skye a soft smile. "Maybe I can get better at it. It might get ugly at times and be awkward."

That brought a full-on laugh from Skye. "I'll try to remember that you're emotionally and verbally challenged."

That deserved another light smack, even if completely true. Melinda shrugged and then leaned back against the wall. "So anyway, I was a few months from graduating high school and had earned a scholarship to Carnegie Mellon University. I got a visit from someone."

Skye's eyes were huge as she realized Melinda was going to open up to her about her past. She tried to play it cool though and just settled back and listened while her insides were doing flips and turns.

"That visit would change my life forever."

"Who was it? Nick Fury? Coulson?"

Melinda smiled. "Nope. She was an old friend of my mother's. They'd known each other for over twenty years. They'd worked together in the past."

"So this is gonna be one of those mysterious conversations? Am I supposed to guess? How many do I get?"

Melinda shot her a dirty look. "You know I can stop talking, get up, and go do work in my office."

Skye held her hands up. "Okay Okay. Sheesh. I'll be a quiet little mouse."

Melinda raised her eyebrows and stared at her poignantly

"Alright. Geez. Me being that quiet is probably not gonna happen. But I will endeavor to refrain from being such a smartass."

Melinda shook her head at her student. "You so cannot refrain from that, it's like built into your psyche. And those words – you've been hanging around Simmons again I see."

"Yeah. She's bit lonesome. Her and Fitz, well you know."

Melinda nodded. 'Well it's good you are not taking sides and are being a friend to them both."

"Yeah but I'd like to knock their heads together."

"You and me both. Anyway, my mother's friend stopped by to talk to me, to recruit me to Shield."

Skye looked at her and shrugged her arms. "Who?"

"Peggy Carter."

At that Skye's eyes lit up and her entire body shook from excitement. "No way. The Peggy Carter? Cap's Peggy Carter? The Peggy Carter who was one of the founders of Shield?"

"She was my Godmother."

"No flipping way." Skye searched May's face for tells that she was pulling her leg. There were none."

"I'm not kidding Skye. Lian May, my mother was one of the top operatives for Spear, an offshoot of Shield, in China when she was younger. She worked with Peggy and other Shield agents in the 1950's and into the early 1960's. When she found out she was pregnant with me. She moved permanently to the United States and retired from Spear. But she stayed in touch with Peggy, and after I was born, she named her my Godmother. A few years later, my mom started working for the CIA."

"You're like so cool May. Peggy Carter is your Godmother. She's still alive. Do you still see her?"

"Not in a while. Last time I went with my mom to visit her, was about two years ago. My mother still visits. She drives down to Washington at least once a month. Peggy's ninety-three now. She hasn't remembered me for a while. She was diagnosed with Alzheimer's ten years ago."

Skye was quiet for a few minutes taking in the information. Then she spoke softly. "That must be hard to see. I'm sorry."

"It's okay Skye. But thank you. Anyway, Peggy took me out to celebrate my seventeenth birthday and made me an offer. She promised me a spot, a full paid spot, at the Shield Academy after I graduated from college if I did four things."

"What were the four things? I mean obviously you did them cause here you are. But what were they?"

"The first was to graduate with at least a 3.50 from Carnegie with a major in International Studies and a minor in Criminal Justice."

"Which you did, right?"

"3.90 and I actually did a double major of International Studies and Criminal Justice."

Skye whistled appreciatively.

Melinda continued. "Second was to learn a minimum of two more languages in school or outside of it before I graduated. I already could speak Mandarin Chinese and of course English."

"So Spanish and what else?"

"German. I also learned Sign Language."

"Damn May. Can you say overachiever? What was third?"

"Learn to fly a plane. Get a commercial pilot license for small aircraft."

"Which you did."

Melinda nodded. "The summer between my 1st and 2nd year of college. Had to wait till I was eighteen. Peggy paid for it."

"And fourth?"

"Obtain a black belt in at least three martial arts disciplines before joining Shield."

"But didn't you do that as a kid?"

"I started training with Martial arts when I was twelve. I did have my Karate black belt yes. I had received it the year before when I was sixteen. Judo I was at a purple, and Taekwondo I was only green, six levels down from a black belt. I got to black belt in judo by my Junior year at Carnegie. It was Taekwondo that was giving me a problem. I couldn't train as much as I needed to with all the schoolwork I was doing. But eventually I passed to black belt by participating in a last-minute competition I signed up for right after I graduated from Carnegie."

"But why three. I mean two black belts is pretty damn impressive. Hell, one is impressive."

"It was her challenge and she deemed it necessary for me to better than most of the other candidates. She knew me. She wanted to see if I was serious. She knew I could join the CIA with no problem, no conditions. My mother would have been thrilled and she could have paved my way."

"Oh so your mom didn't want you to join Shield?"

"Nope. She wanted me to join the CIA. But I didn't want to be in her shadow. Peggy knew that and offered me a choice, but she wanted me to really want it. She knew it would be difficult at best."

"More difficult than the CIA?"

"More competitive. Yes, and more difficult to get in and stay in. Easier to wash out. Easier to get pushed out. She knew me well and knew I would not put up with any shit. She wanted me prepared. She wanted the Shield agency to be more diverse, and saw me as a example to pave the way. She wanted to make sure I could hack it. Face it, Skye, it was difficult for women to be accepted back then as soldiers and spies let alone a tiny Chinese woman with an authority complex. It was the early 80's and many people were stuck with 1950's attitudes about a woman's place. The instructors were mostly men at the time, mostly white men and well, let's just say my attitude and mouth were strong-willed, questioning, and pushing boundaries. Let's just say they didn't like me any more than I liked most of them."

Skye looked at May in wonder. This was a side of her she had never imagined. A rebellious, mouthy teen with an attitude.

Melinda laughed at her look. "That was long ago Skye. Diversity back at the academy was pretty much non-existent. I used to laugh about being the token Chinese woman. That's why Peggy wanted me to come in strong and more prepared than anyone else. Only a few years later did it get better. But for me it seemed I was always fighting someone about something that first year."

"Wow. I mean I never thought how you would have to go through something like that. You paved the way for others. You are an icon."

Melinda laughed. "I think that might be a bit too strong of a word. But yeah, I took a lot of the bullshit and pushed back and pushed through it. My fighting skills and pilot skills assured I was more then capable along with my education. There were a few other women there but each of us was trying too hard to make our mark to get too close to each other. It was a bit lonely that first semester. Until we started training more with and taking classes with the communications academy cadets. There was more diversity in communications and the science division."

"That's when you met Coulson?"

"Yep. That's why my mother is not that fond of Phil."

"Huh?

"Well the first few months I complained to my mother about how hard it was, about the unfairness, and the sexism and the way the upper class treated freshman. I nearly quit several times and it was only the not wanting to hear my mother's 'I told you so' that I didn't. But by the second semester I was really doubting if it was all worth it. Then I ran into Phil."

Skye looked at May confused. "I'm not connecting this May. Why is your mom not fond of Phil?"

"Because he made staying at the academy that year bearable. Well, he and his friends. After I literally ran over Phil while running away from the seniors whose bottles of shampoo I may or may not have put pink dye in, he kept seeking me out. For sparing as partners even though I kicked his ass every time. For partners in classes I hated. He started bringing me tea, once he found out I hated coffee, to the library for study group, his study group which somehow I found myself in. He insisted I learn how to play chess and made me join his little chess club."

"Made you?" Skye rolled her eyes. "I am fairly certain that AC nor anyone else can 'make you' do anything you truly don't want to do."

"Well I owed him. He did most of the work for our project for history class. Anyway, to make a long story short...

"Too late."

Melinda glared at Skye, "...Phil made me realize I could stay at the academy, have fun and make it through the tough times. His friendship and him pushing me into his circle of friends is a big reason why I stayed. And a big reason why my mom blames him for me staying in Shield."

"I guess she was less than happy when he asked you to join his team on the bus, huh?"

"She has mixed feelings about that. She wanted me to get in back in the field and out of administration but wasn't real happy to hear it was Phil I was working for. Plus her five hundred mile drive to Canada to pick me up did not endear Phil any further to her either."

"Oops."

"Yeah plus the whole Hydra thing. "I had to endure that "I told you so' moment anyway."

"Your mom sounds like a pip May."

Melinda smiled. "Indeed. Sometimes I think I joined Shield just to piss her off. Must be that rebellious streak."

Skye gave her puzzled look. "You always follow the rules May. You are like the biggest rule follower I know. You follow orders. You followed Fury's orders to keep an eye on Coulson."

"For Coulson. Not for Fury. I don't always follow the rules either. Ask Coulson. He'll set that silly idea straight."

Skye was eating this up. She grinned at Melinda. "You dated. Like back in the day."

Melinda shook her head. "Not really. We both knew the rules about fraternizing and neither of us was looking for a relationship or even had time to date. What did happen is we became best friends. We hung out. He helped me to get through history and math and I taught him how to kick people's asses. We also made a great team when it came to practical jokes." Melinda smiled. "We made the most unlikely duo they ever saw. The clean cut, warm, smart, geeky, compliant good little soldier and the badass, fighting, stern, chip on her shoulder little Chinese woman.

"So that's why I stayed at Shield and why my mother hates Phil."

Skye smiled. "You still make a good team. And obviously something happened between you two. I've seen the eye sex and stuff."

"The what now?"

"Oh please. The way he looks at you. The way you look at him. Those silent conversations you guys have. The flirting."

"I don't flirt Skye."

"Sure. Whatever you say."

Melinda frowned and then looked at Skye and abruptly tried to change the subject. "You think I like following the rules?"

"Well yeah. I mean you do, don't you?"

"Do I?"

"Well yeah. You read me like fifty rules to follow before you started training me. You're like – a rule freak."

"Am I? You're sure?"

"Wait. I mean you are always telling me to follow the rules. You like rules. You like everything neat and tidy."

"Do I?"

"Stop answering like that."

"Like what Skye?"

"Like that."

"Unless you are more specific, how can I stop?"

"With a question. You're answering everything with a question."

"Why is that bothering you?"

"See like that. It's irritating. You're not really saying anything."

"What do you want me to say Skye?"

"Be honest about you and AC for one thing."

"Well we are good friends. Have been for over twenty-five years. Does that suffice?"

"I don't think friends is the correct term. I mean it's seriously like you're married. You know what each other are thinking, what the other is going to say, and you are like ...linked together."

"We've been partners in one way or another for a very long time. We are familiar with each other. Know each other inside and out."

Skye's eyes widened and she stood up. "You did that on purpose. All that innuendo. The sign that you are hiding something."

"What am I hiding Skye?" Melinda's face flashed with amusement. She was merely humoring Skye now.

"I'm not sure but I'm gonna find out."

"Yeah you do that. You'll find that what I said it the truth and Coulson and I are good friends."

"With benefits?"

Melinda grinned. She got up. "I think that's the longest I've talked to anyone at one time in years."

"Yeah I noticed. Not that I have a problem with it. I mean it was nice and all. Way to avoid my question by the way."

"In fact, I'm talked out. All those words. Exhausting. I need to shower and then grab some dinner." She headed toward the exit. Skye watched her go, shaking her head.

Skye met Melinda in the kitchen after both had taken showers and changed. Dinner wasn't much. Melinda had thrown together a salad and Skye had boiled some spaghetti and had heated the sauce from a jar in the microwave, so they had spaghetti and salad. Skye chewed wistfully wishing AC would come back and cook dinner again. Melinda ate quickly and silently. She really must be talked out, thought Skye. Melinda put her dishes in the sink and went off to do some work in her office. Skye did the dishes and then wondered into the common room. She flipped on the TV and slumped to the sofa. Flipping through the remote she gave up, turned off the TV after a few minutes, not finding anything that held her interest.

Skye finally had free time and had nothing to do. She thought about studying more but then she decided to visit with Fitz instead. He had gotten much better the last few weeks progressing well, but he spent a lot of time in his room. He still did therapy but a lot of it was on his own. He really only talked to Skye and May anymore. He had started pushing Jemma away although she still tried to spend time with him. He was very self-conscious of his stutter and inability to make his hand do what he wanted it to do. Skye would sometimes just watch movies or old shows with him or just talk about what she did that day. When he did venture to the labs or common room or kitchen, he usually did it in the company of May or Skye.

She knocked on his door. "Hey Fitz, it's me. Can I come in?"

She heard a shuffle and then the door was swinging open. He gave her one of his rare small smiles, and motioned her to come in.

"Hey I'm free from May and idiot agents for awhile. How you doing today?"

He nodded. "I'mmmm...o...o...okay."

"Good." Skye never pressed him. She let him give her as much information as he wanted. He loved her for that.

She plopped down on the chair in the room as he sat on his bed. "So guess whose S.O. talked about her past today. With me. Like a lot of talking. It was almost creepy."

He looked at her and raised his eyebrows. "Wh-what-wa-was the o-o-occasion?"

"She said she was proud of me. Then just started talking about her mom and Coulson and the Shield Academy and other stuff in her past." She proceeded to give him a summary of everything May had told her.

During her story, Fitz got up and got two Cactus Coolers out of his mini fridge and handed her one. She smiled. Apparently, May was a softie with him too. Cause she knew it was May who supplied her special snacks that ended up in her bunk every week. She figured if May wanted to mention it, she would but for now she just enjoyed the red licorice, chocolate bars, Doritos and other snacks without saying anything. Last week two six packs of the cactus coolers had appeared along with the regular stuff.

She concluded, "So anyway May and Coulson totally dated back in the day, and I think they have something going on now. You know a 'friends with benefits' thing.

"Or... they...they really are ju-just fr-friends Skye."

"Eh I hope not. I hope mom and dad are getting it on. They deserve some happiness, you know?"

Fitz made a face at her. "I...I...I do-don't like th-th-thinking about them th-th-that way."

"You think I do? It's like thinking about your parents making out. Ewe. But it would be nice you know. If they were together."

Fitz moved to the TV in his room and put in a disc. "So... Monty Py-python?"

Skye grinned and plopped back on the bed as Fitz threw her a bag of ranch Doritos.