Phil stumbled through door into his dorm, exhausted after another day at the academy. Placing his bag on his desk, he tugged off his shoes and fell into bed, he'd wake up to shower and eat later, once he'd recovered from his classes.

His fingers twitched as he slowly stirred, returning to consciousness. He shifted his head as he heard the slightest noise coming from his window and scrunched his nose as he felt the slightest breeze coming from the opening window. Wait...Opening window?! Phil bolted upright at the sudden realisation, his head snapping towards the direction of the window. He almost choked when he saw a girls butt wiggling through his window, followed shortly by its owner. He stayed very still as the girl turned around and they locked eyes. Neither moved nor made a sound, and it was suddenly becoming very hard for him to breathe. Slowly he let out the breath he'd been holding, no wonder it was so hard to breathe before.

"I'm guessing this isn't Chris's room then?" The girl said, the corners of her mouth twitching up in a barely suppressed smile. Well at least she was seeing the humour in it.

"Noooo…" He replied drawing out the word slowly.

"Hmm.." was all she said in answer as she looked around his room thoughtfully.

"Uhm… Not meaning to be rude or anything, but who are you?" Phil finally asked the question that had been plaguing him, breaking the awkward silence that had fallen over them.

"Oh sorry, Melinda May," she said holding out her hand looking at him sheepishly.

"Phillip Coulson," he stated grasping her hand firmly, the girl's got a tight grip!

"Soo… Phil…" He smiled at the way she said his name.

"Melinda." She smiled at him, fingers playing with the hem of her black hoodie drawing his attention to it. She was dressed in a zipped up black hoodie with denim mini shorts and black converse. Her long dark hair was left free, framing her face. She was beautiful, but she'd also just broken into his room.

"So what brings you to my room?" He asked head cocked to the side.

She let out a slightly embarrassed laugh and had the lightest blush covering her cheeks at his question, ducking her head so her hair fell forwards obscuring her face slightly. She acted adorably when she was embarrassed, wait adorably?

"I was visiting a friend."

"Oh right," Coulson nodded his head as he glanced towards the clock and read 10:11 PM. Wow he'd been asleep for ages! "Chris?"

"Yeah."

"Wait is Chris a guy?"

"Yeah."

"But… Girls and guys aren't allowed to be in each other's dorms after ten?"

Melinda tilted her head and regarded him curiously as his brow crinkled while his mind tried to catch up to the reason behind her late night visiting hours.

"Wait is he your- are you- I mean I uh…"

Phil blushed and scratched the back of his head as he realised the hidden implications of her presence. She merely raised her eyebrows and smirked at him, enjoying his flustered reaction.

"You were going there to... fondue...weren't you?"

She suppressed a laugh at his use of terminology.

"Fondue? Seriously?"

He shrugged awkwardly, he'd just met her and now they were conversing about her current 'relationship', you couldn't blame him for feeling slightly awkward.

"You don't get out much do you?"

"What I… I have a lot of work to do."

"Hmmm," she regarded him thoughtfully as if she was studying him. "I really should go."

"Wait!"

She paused in front of him as she was headed for the door.

"Chris, he's the next door to the left," he offered lamely. He would've liked to ask her to stay, she fascinated him, but it seemed that she had other places to be.

"Thanks," she said throwing him a smile.

"I would've offered you some tea or something or-but-yeah-I," he abruptly shut his mouth to stop the rambling.

"It's fine, thank you," she patted his shoulder. "Usually when someone breaks into my house I don't invite them to stay, so you've been very hospitable."

He smiled at her compliment, no matter how strange a one it was.

"But just so you know," she lifted up onto her tiptoes to whisper in his ear, "that either makes you very stupid or incredibly kind."

He gulped at her words, she seemed to have some sort of effect over him. He watched as she strutted out his door and shut it silently behind her, he could still feel her warm breath on his ear. Maybe he'd see her again soon. Staring at the door for a couple of more moments his stomach then grumbled loudly reminding him that he had slept through dinner.

"Better find some food then," he spoke to himself and pulled on his shoes.

Wandering down the corridors silently, Coulson headed towards the campus exit. There was no point in going to the kitchens after hours and he'd run out of food supplies in his room so he'd have to go off campus to find something worth eating. Leaving campus and travelling down the street, he headed towards a twenty four hour diner. The bell jingled as he entered and a waitress came hurrying towards him with a menu as he sat down in a booth near the back in the corner.

Phil sat back with a contented sigh after finishing his meal. He hadn't realised how hungry he actually was until he had started eating. His eyes flitted towards the door as it opened, the bell jingling to signal another customer. Quickly swallowing what was left of his drink he left his booth and headed towards the counter, plonking himself next to the new customer.

"What are you doing here?" He asked turning his head towards them slightly.

"I could say the same about you," Melinda replied pushing back her hood.

"I slept through dinner. You're turn."

"Chris is-" She pulled a face before avoiding his question, stirring her newly arrived milkshake.

"What'd he do? You wanna talk about it?"

She looked at him with an almost blank expression, save for the slight crinkling of her brow, a barely there frown.

"You're silence speaks volumes, I shall ask no more," Phil replied raising his hands in mock surrender. Rolling her eyes she returned to sipping at her drink.

"Soo… You do this kinda think often then?" She asked fiddling with her straw.

"Not really, I've just had a really busy week. Make that a couple of weeks."

"Well if you were looking for relaxing, I'm afraid you might be in the wrong profession."

"At least I can say that it certainly is interesting."

"I'm just waiting for the day that I can finally go on a mission."

"Adventure hungry I see," Phil replied with a smirk

"Haha," she dead panned, "I just can't wait for the day when I don't have to do anymore written assignments or pointless electives."

"What pointless electives?"

"I'm taking a dance elective next semester." Phil raise his eyebrows at her, laughing at her grumpy expression.

"I'm sure it won't be that bad," he said earning himself a glare. "Well if it makes you feel better I'm also taking that elective next semester so…." he left his vague invitation to be partners hanging in the air.

"Thanks," she said with a small smile, the only indication that she had picked up on his invitation. "Though I'll probably drop it two weeks in," she added with a smirk.

"Duly noted," Phil replied.

They sat there in silence simply enjoying the others company until Melinda stood up causing Phil to as well.

"I should go, it's getting late and I have a threat assessment test tomorrow," she said smiling apologetically.

"Oh that's fine, I should probably be heading back too," Phil said walking with her to the door, shoving his hands in his pockets. "I'll walk you to your dorm," he stated as he held the door open for her.

"You don't need to do that, I'm perfectly capable," she said surprised.

"I'm quite sure that you're capable of looking after yourself but I'd like to walk you to your dorm," he replied looking at her with those baby blue eyes. How could a girl resist?

"Fine," she said with the slightest smile upon her lips. "But just this once, wouldn't want you getting any ideas."

"What me?!" he said with mock surprise. "I am a perfect gentleman I'll have you know."

"Oh I'm sure you are Charming," she replied sarcastically.

They grinned at each other enjoying the playful banter. They'd known each other for less than 24 hours and already they felt like they'd been friends for years. It felt natural and easy, there wasn't any worry or awkwardness.

"So I'll see you tomorrow maybe?" Phil asked as they arrived at her dorm building.

"Mmm...Maybe," she replied with a smirk.

Phil frowned at look at her with a face that clearly said 'come on!'. She laughed at his clearly put out expression.

"You worry too much Phil," she said retreating into the building. "And anyway, I know where you live!" she called before disappearing inside the building.

Phil stared at the closed doors before turning away shaking his head. That girl was a complete mystery, but one that he was looking forward to discovering.

He had no doubt now that he would see her again because hey, she knew where he lived.

A/N

Well I hope you enjoyed that, it must be one of my longest stories so far word wise. Young Phil and Melinda are the best so please let me know what you thought, comments mean the world to me.