A/N: Tumblr Prompt. Season 2 AU What If for memorisingthedigitsofpi. Have one you like feel free to message or ask box me on Tumblr! AGL03.

Disclaimer: I own nothing!

Sunil Bakshi was no fool, he hadn't survived in Hydra as long as he had by not being able to read people, known when they were lying or hiding something. Many of the people he was surrounded by were masters at hiding anything and everything, so when Jemma Simmons had squirmed before him he saw through her in a second. She was more than nervous about his presence. She was hiding something. Something she was desperate to protect. He'd touched on it, when presenting her will Gill, though a passing acquaintance from a past mission should hardly have her so worried. No, it had been the way her eyes lingered on the other person in the photo.

"Johnson!" he barked, one of his men peaking his head into the conference room instantly.

"Sir?" he said standing up straight.

Bakshi held up Simmons file "I believe Miss Simmons is in over her head here, look into her. I want to know everything about her time with Shield, who she worked for while there, who she is communicating with in her off hours".

Johnson took the file without another word. In the meantime he would move her up, use her talents, and keep a closer eye on her.

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It had been a few days since the incident with Donnie, his death still weighing heavily on Jemma's mind. She had saved him once only to fail again. Wearily she lay on her bed scrubbing her hands over her face as she felt tears pricking at her eyes, the loneliness and isolation of the assignment suddenly catching up with her.

Her birthday had come and gone, a simple cupcake waiting for her on her kitchen table from Coulson the only acknowledgement she allowed herself. That and the message that had come from Fitz late that night.

Now the tears came in earnest as she remembered the message, Fitz had thrown a party for her at the base, his sweet message to her as the video finished. He'd been so steady, no sign of the stutter that had plagued him for so many months. He had practiced. She knew it, wanting her to think he was okay so she would enjoy her visit with her parents.

Unable to help herself she rolled off the bed and knelt next to her nightstand, shaking fingers prying open the secret compartment in her drawer to reveal her phone. She never dared take it to Hydra, the one personal item she'd been allowed to bring.

A smile forced on her teary face as she played the message, taking comfort in seeing her friends, hearing their voices. Then who she had really wanted to see appeared, his smiling face almost washed out by the light of his phone. She played it a few times, pausing it on the last round, fingers gently touching his face on the screen "I miss you too Fitz".

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Johnson waited until she left the next morning, slipping down the fire escape and then through the window. The lock on it mere child's play for him. He'd been following her, watching her for days now. Most nights she had been pretty boring, coming home from work, eating dinner, and reading before she went to bed. But last night she'd finally done something more interesting, pulling out a phone from her nightstand. He had searched it in his first trip to the small apartment and only found a few toiletries and science journals.

He opened the drawer again, again finding what he had last time, no sign of the phone she had fawned over for the better part of the night. Knowing his prize was in there, he dug further, finally finding the false bottom of the drawer and the phone tucked away inside. Reaching inside his jacket he pulled out the cables, and hooking the device to his own, copying the files on it in a few seconds.

Once on his device he pulled up the information, finding mostly pictures many of them of the same person going back what seemed years, judging by the way the boy and Simmons ages varied. Finally he played the video, noting with interest the day which it was received. A cruel smile formed on his face as the boy spoke…Bakshi was going to be pleased.

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Bakshi flipped through the pictures Johnson had brought him, his anger burning that he had indeed been right about Miss Simmons, his spy also finding the pages she had been using to communicate with her handlers. He paused at the picture of the young man that seemed to be about her age, the same young man that seemed to be the focus of many of the photos from her hidden device. The bright blue eyes staring back finally jogging his memory, he had seen that same boy before.

Rummaging through the file he found it, the article he'd shown her regarding Donnie Gill. The boy next to her the very same as the pictures that filled her phone. As he should have done the first time, he read the article in its entirety, cursing himself after for the oversight. Agent Leopold Fitz was his name, Agent Jemma Simmons partner since their days at the academy, some of the best and the brightest Shield had to offer. A partnership she had definitely left off of her resume.

"It appears my suspicions about Miss Simmons were correct" Bakshi drooled, Johnson nodded his agreement, still standing at attention in front of his desk. "Would you like me to eliminate her Sir?" He asked hopefully.

"No," Bakshi said quickly, already pulling up anything Hydra had on Agent Fitz. "She is far too valuable of an asset to merely throw away. No, I believe a compliance upgrade is in order here…though someone of her intelligence will be very difficult to program…without the proper motivation". He search didn't yield much, Agent Fitz's identity seeming to have been lost sometime during Shield's fall. But there was just enough, a few notes from John Garrett. Bakshi only knew the man by reputation, his protégé Grant Ward was currently in Shield custody and somewhat of a concern for the heads. Garrett had noted Agents Fitz and Simmons being on Coulson's team a few of their most notable accomplishments he'd seen. The last note that he had failed to acquire Agent Fitz in the fall of the Hub, but would try again at a later date.

Without hesitation he summoned Agent 33, she had been on Coulson's plane in Miami, seen most of his team when she'd taken May's place. If Johnson questioned him he didn't voice it, merely waiting patiently for his orders. The scarred Agent 33 appeared minutes later, dutifully stopping in front of the desk next to Johnson "Yes Sir".

Bakshi held up one of the pictures of Fitz "Did you see him with Coulson's team?"

She studied it for a moment before answering "Yes, when I first arrived on the plane".

A smile formed on Bakshi's face as he leaned back in his chair and steeple his fingers. "I am going to need you two to fetch something for me…Miss Simmons must learn what happens when one gets on Hydra's bad side".

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Fitz had been relieved when they had finally started taking him out on missions again. He still hadn't been allowed to leave the Bus on any of said missions but simply being allowed to monitor made him feel more included.

However, the current mission had been dragging on for hours, Fitz having lost contact with Coulson and the rest of the team when they'd entered the catacombs beneath and ancient church. Coulson's mysterious source in Hydra indicating there was another item like the picture they were interested in hidden there. And the Director was more determined than ever to get to it first.

Distantly he could hear Mack down in what used to be the lab, tinkering with one of the cars. He'd invited Fitz to help but the engineer had been fighting a headache all day and had decided to finally succumb, laying down on one of the couches in the lounge with a cold rag over his eyes. He had lay there undisturbed for a few hours, floating in and out of sleep when a soft voice spoke in his ears.

"Fitz" his personal version of Jemma said urgently in his ear. The haunting feeling of her hand on his shoulder. "Not now," he groaned refusing to move the rag, just wanting to sleep for a few more minutes.

For being a figment of his imagination she was very persistent "Fitz, somethings not right. Please, please get up. There was a noise, you heard a noise down in the Garage!" He groaned again, waiving his hands at the imaginary friend. But then another voice echoed up from below, the sounds of Mack arguing someone, the larger man purposefully raising his voice to alarm him. "Look I don't know who you are or what you want but I suggest you move on right now if you know what's good for you". That was followed by a crash that distinctly sounded like someone being bodily thrown into the wall.

That was enough for Fitz to throw the rag from his eyes and sit up, only to come face to face with something that was sure to haunt his nightmares for years to come. The cold, calculating, horribly scared face of Agent May, a gun in her hand and pressing into his forehead as soon as he sat up. "Good Morning Agent Fitz, your compliance is required" she said in more disturbingly Agent May's voice.

With nothing but a now warm rag as a weapon he raised his hands in the air, his bad hand shaking uncontrollably He had no earthly idea what Hydra would want with him of all people, his once brilliant mind useless to them right now. "W…wh…what do you want?" he finally stuttered out cursing his voice as much as his hands. It made him sound like a scared child, not that he wasn't afraid but she didn't need to know that.

"I told you, your compliance," she said simply and the gun came crashing down onto his head. He felt an explosion of pain before his entire world faded to black.

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Jemma sat dutifully yet with a sick stomach working on breaking down the chemical components of Hydra's latest attempt at a splinter bomb. She had seen what it was capable of in the UN attack and she could only pray that her information was helping Coulson stop it.

"Miss Simmons," a voice behind her called making her jump. She recognized the agent, Johnson, one of Bakshi's favorite lackeys staring down at her. "Mr. Bakshi requests your presence".

She plastered a cheery smile "Of course, may I inquire as to what it is about so I can bring the proper reference material should he wish to see it". Her own smile nearly faltered at the downright sadistic look that flashed across Johnson's face. "No materials Miss, he just wishes to get your input on an object we recently acquired, he believe you may have a unique input on the item".

Jemma nodded politely the sick feeling in her stomach turning into churning, it must have something to do with Shield. Perhaps they found a 084 or some files. She followed Johnson through the halls, the elevators taking her to a floor she'd never been too before. The floor was different, stark white like a hospital, the hallway linked with large viewing windows looking into what she knew were operations bays, often used in medical schools for students to observe procedures. Here she could only imagine.

She could see Bakshi standing in front of a window. His dark eyes were fixed on her as soon as he saw her coming, sending shivers up her spine. The window before him was dark and she felt the overwhelming sensation to run. Johnson seemed to sense this and placed his fingers brushed against her back, urging her forward when her pace slowed.

"Miss Simmons," Bakshi purred pulling a file from behind his back. "I've afraid you've been lying to us again".

She tried desperately to bury the panic that welled "I'm sorry Sir, I don't know what you are talking about" she said hoping her voice sounded strong and wasn't really shaking as bad as she thought it was.

Bakshi smiled, he was going to enjoy toying with this one. "Come now Miss Simmons, it doesn't become you. But where should I start….hm? The fact that you are in fact a spy for Shield and one Director Coulson. Feeding him sensitive information on the projects you've been entrusted with? It's no wonder he's been searching for the Obelisk you little minx". As he finished he held up one of the films she'd been using to leave messages for the team

Jemma didn't know how to respond, she was trapped, Johnson's hands now resting on her shoulders so she couldn't run. Bakshi continued, his voice still the condescending purr she had grown to hate in her time here. "Your nothing short of brilliant Miss Simmons, you've made more headway on the project than any of our own scientists and I suspect that you were holding back in your work. So this will be a one-time offer, join Hydra now and you will enjoy a high rank, your own lab with a team you hand pick, and a home with luxury beyond anything your pathetic Shield could have ever dreamed of".

"Go to Hell!" she snapped deciding there was no point in denying it now. "I would rather die than serve Hydra". To her horror Bakshi laughed "Yes, yes, I can't tell you how many times I've heard that particular statement in the last few months. You must know Miss Simmons there are many ways to ensure your compliance". Again she shuttered remembering the way Donnie's eyes faded as she spoke the words, Bakshi's training trying to take hold within his tortured mind again.

What she wasn't expecting was for him to open his file again, this time pulling out a glossy photo, the subject making her breath catch in her throat. That small slip more than enough for Bakshi to pounce. "Such a nice looking boy," he started "your partner as I understand it, I talked to people who knew you two from your days at the Academy…inseparable was the word I believe they said most often".

"He's no longer with Shield, safe where you have no hope of ever finding him" she spat, her voice suddenly full of a surprising amount of venom. "After what that snake Ward did to him…"

"There you go! Now you show some real promise," Bakshi said, stepping forward and taking her chin in his hands. "If I didn't know better I would have believed you there. Just goes to show you can be quite the asset with the proper motivation".

In a move that would have made May proud, she brought her knee up right between his legs with as much force as she could muster. She savored the look of pain and shock in his eyes with her small victory, the only outward indication of pain he gave before his open palm swept across her cheek with a crack.

Rather than speak he moved, using a complex code to open the door and flipping on the lights. "If only your friends shared the same protectiveness of him as you do" he said. Jemma felt her heart stop even as she was forced to the door, choking back a sob at the site. "He's trying to be brave, poor boy, so confused. Keeps asking if Jemma is still there, asking her not to leave him".

Fitz was strapped to a table, thick leather restraints on his wrists and ankles, a blindfold over his eyes. "W…w…who is…a…here?" he stammered blindly looking around the room.

"I'm a friend Leo," Bakshi purred and placed a finger to his lips to Jemma, the demand clear.

Fitz pulled at the bindings "I…I…wo….wo…will never work for you! For H…Hydra".

Bakshi looked impressed as he moved closer and adjusted the bed so it was looking right at Jemma, "Impressive, knowing that it was Hydra that took you. And my dear boy, I don't need you to work for me, not right now when you being so…damaged….useless".

Jemma couldn't take it anymore, each one of his words hitting her like a punch to the gut. "He's worth at least a hundred of you, you pieced of filth" she snapped. Bakshi grinned like a Cheshire Cat, ripping the blindfold away. "J…J…Jemma?" he whispered, watery blue eyes staring at her, as if unable to believe he was actually looking at her. His gaze was broken as Bakshi possessively ran his hand through Fitz's hair. "Now, as I was saying Miss Simmons, an asset such as yourself can be very successful with in our agency. But we need to ensure your troubling ties to Shield are a thing of the past. Agree to go through a compliance upgrade, with no resistance, embrace the programming, and no harm will befall Mr. Fitz here. Refuse…let's just say there are more than a few of us here who want to get an up close and personal look at the extent of the damage to his temporal lobe. And we have more than a few techniques we are willing to try to get that brilliant mind of his working again".

"No!" they both snapped at the same time and Bakshi smiled, these two could prove to be more fun that he'd originally thought. He pulled a chair over next to where Agent Fitz was restrained, Johnson following the unsaid order and shoving Agent Simmons into it. Bakshi securing her wrists and ankles to the arms and legs. She didn't fight, her eyes constantly moving between her friend, and back to him where they took on a distinctly defiant look. "I'll give you two a moment, it seems you have a little catching up to do".

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Bobbi Morse strode down the halls her face set cold in a cold and icy expression that caused many of those who crossed her path to duck away in fear. And while her face was the picture of calm her heart was about to burst from her chest. She hadn't seen Agent Simmons since her morning walk through the lab. Usually she saw her at least five times by now, all part of her carefully constructed routine to check on her without arising suspicion.

She pushed open the door to the security room so hard the door hit the wall with an audible crack, the three men manning the monitors all jumping, their eyes widening in fear at the site of her. "Mam" one stammered in greeting. She set him with a gaze and he shrank back in her chair.

"Out!" she barked.

They didn't' question, instead terrified at what she could be looking for that they couldn't see. They scurried out and she locked the door behind them, rolling her eyes at just how easy it was sometimes. Setting to work she went monitor by monitor, going to the most likely places first, adjoining labs, cafeteria, conference rooms, and still nothing.

Hitting a few keys she pulled up more screens, holding her breath at Bakshi's office and detention levels…that breathe hitching in her chest when she found her. "Shit" she muttered finding her wayward charge in one of the medical experimentation bays staring down Sunil Bakshi. Bobbi leaned in closer seeing someone bound to the table behind him, from the look on Simmons face she did not like what the Hydra agent was saying, and perhaps he wanted Jemma to perform the torture herself? Test the weaponry she'd been working on.

However the look on Simmons face gave her pause, a random subject would not elicit the type of reaction she was having. Bakshi shifted, taking the subjects hair and allowing Bobbi a good look at his face "Shit!" she cursed again. How in the hell had Bakshi found HIM?! He was on leave, recovering, and not supposed to be in the field let along strapped to a bed in Hydra's experimentation facility. Coulson had worked hard to make it look like he didn't even make it through the fall fearing Hydra or someone else would try to take advantage of his condition.

Checking again to make sure the door was locked she unzipped her boot and pulled out the small burner phone she'd hidden there, the one that would put her in contact with Coulson right away should something go wrong. Something had definitely gone wrong. She had flagged Simmons relationship with Fitz as a potential danger should Hydra discover it, that it was precisely the thing that Hydra would manipulate.

She glanced at the screen again, now seeing Bakshi securing her into the chair next to Fitz, if her suspicions were correct he'd given her an ultimatum and was letting her think about the consequences. Coulson's frantic voice picked up "Morse, Please don't tell me you are calling for an extraction right now because we have a bit of a crisis on our hands," he said the chaos going on behind him evident, with lots of shouting, Bobbi picking out Fitz's name being shouted at someone.

"Do you happen to be missing an engineer?" she asked hotly.

"Is he there?" Coulson asked quickly the background noise stopping.

"Strapped to a table in the medical experimentation rooms with Agent Simmons, Bakshi appears to know everything" she snapped. Coulson must have put her on speaker because Mack's low voice rumbled across the line "I swear to God if they hurt him…" followed by murmurs of agreement.

"He hasn't don't anything yet…I think he is there for leverage right now and to teach Simmons a lesson. I'm going to get them out now so get yourselves here, it's not going to be pretty". Bobbi said setting the monitors back to where they were originally.

"On our way" Coulson said and she cut the call, hiding the phone back in her boot. Composing herself she exited the room, fixing the guards with a look as she passed by "I was never here," she growled before setting off down the hall.

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"You said you had gone to see your p…parents" Fitz muttered as soon as the door close trying to turn and look at her, the strap now painfully digging into his forehead preventing that. Jemma pulled at the zip ties despite knowing it was a fruitless effort, giving up with a sigh. "We felt it was best you didn't know, I didn't want you to worry" she offered back.

"And you thought…um…" his lips moving trying to search for the words "I wouldn't worry when you never…re…re…came back!"

She pulled again at her wrist, wishing she could just touch him, sooth him somehow and couldn't. "I'm sorry, and believe me I would have done it differently if I could do it over". Hundreds of questions were running through her mind, mostly about how he had been and was doing now. He didn't seem to struggle as much with the words as he had been but she couldn't see how his hand was behaving at the moment either.

"Don't do it" he said breaking her from her thoughts. "What that man w…wanted, n..not for me…I not wor…"

"I swear Leopold Fitz that if you finish that thought Hydra will be the least of your concerns," she snapped surprising him with the venom. "Don't you dare for one moment thing you aren't worth it…because you are and especially to me". He again tried to turn his head so he could look at her, this time grunting in frustration at the inability that had nothing to do with his condition. "I will not let Hydra hurt you again," she added now determinedly edging the chair closer to him.

Nearly toppling it over more than once she finally managed to get close enough that she could lean against his restrained wrist. "It's my turn to let me show you" she added. He tried to respond but was unable to form the words, a single tear sliding down his cheek.

The door exploded open and she made a feeble effort to scoot the chair in front of him further to protect him. The smoke clearing and the intimidating Brunette Jemma had met the other day strode in the door. "Don't hurt him, I'll do it!" Simmons shouted.

"Jem…no!" Fitz started again unable to get a good look at the newcomer.

She pulled out a knife and strode to the pair, smiling when Simmons raised herself up defiantly in the chair. "That's all well and good but I'm actually here to get you out of here, I'm Agent Bobbi Morse of Shield".

"What?" they both squawked in unison causing their rescuer to pause briefly with a raised eyebrow. "Coulson sent me to keep an eye on you so sorry it took me a bit to track you down here". She sliced through the plastic ties on Simmons quickly, the younger agent shooting out of the chair and fumbling with the straps even before they hit the ground. Bobbi went to the other side freeing his hand first so he could sit up, right into a bear hug from Simmons. All she could hear was a series of I'm sorry's and are you sure your all rights.

She had the sense she was intruding on a very private moment, the engineer just nodding and holding her tight with watery eyes "I'm fine" he muttered. Freeing his feet she had to break the moment "Run now, hug later, it won't be long until Bakshi comes back," she said helping pull him down. He was a little unsteady, he'd most likely been restrained for hours before they had dragged Simmons down there.

Simmons had a death grip on his arm, he made a feeble attempt to pull it away, stopping with a single glare from her. Bobbi drew her batons from her boots, and gave them a twirl, she was more than ready to crack some heads after living with these disgusting people for a few months. "Stay close to me, if I tell you to run, run for the roof Coulson is on his way".

The pair kept up with her as they ran, the elevator doors at the end of the hall opening to reveal Bakshi and six of his minions. The satisfied smile he had on his face fell when he saw his prisoners running down the hall. "It seems we have an infestation on our hands," he growled the minions moving pushing past him.

Bobbi held her hand up to stop the two scientists while running forward herself with a wide smile. Her batons effortlessly taking out the first two with a loud crack. Dropping down she took out the next two with a sweep of her legs, flipping up before they pulled themselves off the floor and striking them with the batons as well. The final pair did manage to engage her, forcing her to move into a more defensive moves, and blocking their blows while keeping them well away from the pair behind her.

She dared to spare a glance, kicking one into the wall, back only to her horror find her charges weren't there anymore. Dodging another shot, she frantically looked around the hall, finally catching site of them already in the elevator, Simmons standing in the door while Fitz knelt a mess of wires peeking out from the edge of the door.

Bakshi was closing in on them and Bobbi was about to shout a warning, when someone grabbed her from behind "Such a feisty little thing you are," her attacker crooned "perhaps you and I can go a few rounds one on…" her head snapped back shattering the man's nose and sending him crashing to the ground.

Bobbi moved to run, intent on taking Bakshi down next, stopping dead in her tracks just as the tiny Jemma Simmons drove her fist into his face. She let out a shout of pain, falling back and holding her hand. Fitz dropping his worked and looking it over. Bakshi himself fell back, to the ground a bruise already forming on the side of his face.

"Remind me to show you how to throw a proper punch," Bobbi said nodding at the appendage she was cradling. "And care to tell me why you are tearing apart out ticket out of here? Because we need to keep moving, I don't know if he managed to call in reinforcement's".

Fitz nodded and went back to worked "I'm over…over…" pausing to looking pleadingly at his friend.

"He's overriding the controls" Simmons offered shaking out her hand and kneeling at his side. "So it won't stop on the way up," he finished, even as he spoke he tapped her hand with his shaking one indicating a wire and a port.

The worked quietly and quickly and with a shower of sparks Fitz looked up proudly. "Going up?" he asked. Morse stepped in and Simmons pushed the appropriate button. Just as he'd said the lift didn't stop until they arrived at the top floor, the door to the roof in her sites.

They had just cleared the threshold when the doors to the stairwell burst open, more Hydra guards pouring out in a chorus of "He wants them alive!" and "Don't let them get away!" It was Fitz who moved first, his hand grabbing onto Simmons and running for the door, Bobbi just steps behind.

Fitz burst onto the roof blinded by lights all three of them stopping with a cry. He tried to fight as large hands closed around his arm, pulling him away from Jemma. He couldn't see but could hear her and Morse fighting as well.

"Bloody hell I'm trying to rescue you, stop hitting me!" echoed across the roof and Hunters voice cut through the night. At the same time Fitz's attacker spoke "Easy Turbo, it's us" Mack said pulling him behind his considerable frame as the Hydra men emerged from the door. Now that he was behind Mack and adjusting to the new light he realized it was the entire team, standing shoulder to shoulder, only May was missing, in a line, weapons raised, waiting for their pursuers to emerge.

Jemma smiled widely at him from behind Tripp, the small squad freezing at the site that greeted them. Coulson spoke coldly and clearly "You've got five seconds to go back inside and lock that door". The jet uncloaking behind him in the same moment, its guns audibly arming in the still night air. It took them three.

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Hours later, after many hugs, a few tears, and a full medical work up Jemma was finally released from the medical bay. She knew they meant well but all she wanted was a cup of tea, fresh clothes, and Fitz. They hadn't had a chance to talk once they were ushered onto the plane, Mack turning into the mother of all mother hens as he fussed over and apologized to Fitz repeatedly for being unable to protect him. Coulson wanting to debrief her.

She had barely finished pulling on her pajamas when a familiar knock came through her door and a smile formed on her face. She'd been waiting months to hear that again. "Come in" she called, Fitz peering in, in his pajamas as well holding two cups of tea. "Thought you would like one," he said quietly.

She accepted it gratefully her eyes unable to move from the bruises visible on his wrist and forehead form the bindings. "I'm so sorry, it's all my fault" she blurted in a rush "I wasn't careful enough and they came after you!"

He seemed a little surprised at her rush of words, offering he a soft reassuring smile "It's okay" he said "To be h…ho…honest if that is what it took to get you…um….out of there I would have let myself get ki…ki…ki…taken a long time ago. I thought you'd left because of…" trailing off and waiving his free hand around his head, something he did to visualize his condition.

Jemma felt her heart fall, she'd left because she thought it would help him only it seemed to hurt him more. "Oh Fitz!" She cried pulling him to a tight hug "Never think it was your fault I left…it's all mine" she said. Pulling away she set him down taking his shaking hand in her own "Perhaps it's best if I start from the beginning…."

The End

Hope you like it, totally would have been better if that had happened and we didn't have a whole Season of angry Fitzsimmons.