AN: Obviously, I don't own S.H.I.E.L.D.

I wrote this because I needed some sort of explanation. Because I was endlessly curious as to how Ward and May's relationship could've gotten to that point. Because I agree with what even Raina pointed out: Ward doesn't seem like her type. This makes some sense to me. What do you guys think?

Of First Impressions

The moment he realizes Melinda May is on his team, Grant Ward's every instinct nearly fire up for battle.

Granted, the stories of the Cavalry probably have been exaggerated in the Academy, but a single glance at her at it's obvious to him that Melinda May is the biggest threat to this mission without a doubt. But after that initial reaction, he's been a little slow. This rag-tag team that Coulson has thrown together is in bits and pieces. The addition of Skye doesn't help. She's a threat in an entirely different way, but Grant can put her away in a box for now and deal with it later.

They are easily likeable people. It makes his job all the much easier. And all the much harder.

FitzSimmons are strange at first, hard to approach in their own little world of science that eludes him. However, they are fresh and green from the Academy, and Ward sees it to his advantage. Getting one to trust him, will easily lead the other to fall. When he overhears them making fun of him, when Simmons tells him that there was an extra load left in the Night-night gun, he lets it slide. She's a tiny girl that had the balls to tell it straight to his face, so he lets himself open to her first, and mimics just how they mocked him. He has a sense of humor too. And he really has no regrets jumping off the plane to same Simmons. He feels no want to see her die. This curious chattering pair are the ones that make his weaponry. And if he lets himself play pretend, he thinks that maybe they ought to be what normal siblings could looks like.

Coulson is a good man. Really. Grant can see the promise in his eyes. But that isn't enough. They both have blood on their hands. And Coulson isn't Garrett. Coulson is eager to save him, to give him a second chance just as predicted. At first, Grant only scoffs, because Coulson must be a weak man, and all he needs to do is keep playing the gruff, wounded animal he is that could be brought to light with just…a little bit of help. It works. He is too trusting for a man who had just been brought back from the dead.

He trains Skye honestly to the best of his ability. She jokes around and it makes him smile once in a while but that is as far as he'll let it go. She may be after the truth as some hacktivist, but she sees him as a straight-arrow super secret agent who'll follow protocol without hesitation. That helps.

Melinda May, who regards him with only a cool glance is the most dangerous threat to his mission. She takes to most time to get around to, partly because she's Melinda May, and because despite being absolutely lethal, she had this uncanny ability to simply fall into the background even when he consciously continues to keep his eyes on her. Sometimes he'd forget that she was watching all of them, and it made all the more of a challenge.

He needed to work on her sooner rather than later. It would take time - it's practically guaranteed.

With people like Melinda May, he has to let himself be honest. Truth was the way to get past her. Under her ever watchful eye, he lets himself get caught at the bar early in the dark morning while he lets himself drift to the dark times before Garrett offered to lead him out.

She doesn't sleep well, he's noted.

She casts him a glance, and he furrows his brow and bites back a sigh. She doesn't look too surprised to find him there and he tries to take the defensive.

"This won't interfere with the mission," he states. Chances her with a look to trace any reactions.

Her gaze lingers over him and she makes her way to the kitchenette. For a moment, he thinks this woman, the infamous Cavalry, must be as much robotic as the shiny piece of metal on Garrett's torso.

"Dwelling on it can make it worse," she speaks. She finishes preparing what looks like tea and he watches her leave him be. What a surprise.

The Cavalry had a heart after all.

Out of all the possible things she could've said, she chose to give him advice. And that was telling in itself. Of course Melinda May must carry demons of her own. And maybe, she was just a little more similar to Coulson than he had thought after all.

First Step Forward

Admittedly, he is curious.

She is a living legend.

He wonders how much of it is true. He makes a habit of frequenting the bar late in the nights, and by the second time she's caught him, Grant has probably spent a little more time than necessary in wondering what kind of person she is.

She emits a silent sigh at the sight of him and continues again to the kitchenette.

The Cavalry likes her green tea.

"Want to spar?" she asks him plainly.

He looks her up and down briefly, pleasantly surprised, the fresh burn of scotch on his breath.

She's offering to help him through his demons. Unwittingly, it works once in a while. He is as surprised as anyone could be. Furthermore, when she suggests he be Skye's S.O. he is all the more wary for her cunning to cement him into this team. Agent May was giving him an anchor to this team. It's a smart move.

She tells him to see FitzSimmons to test the weaponry they've created instead of going herself. She pauses in moments of reporting to Coulson to let him take the lead. She asks him how Skye's coming along in her training and offers suggestions whenever she sees it fit.

Agent May does an infinite amount of little things to weave him into this team. It's impressive. She's actually helping him do the job for him, as he gains their trust with her help.

And yet, she hardly speaks a word to him all the same.

Grant Ward really can't afford underestimate Melinda May. But she must trust him to a degree now as they share a drink late in the night, and now that he's got his foot in the door, the opportunity needs to be taken further.

He can't deny that he is intrigued by her more than ever.

This small slip of a woman who can hold onto the Berserker staff in its entirety and not lose her mind from it the way he's been shaken to the core.

Two Step

The first time between them, he has to initiate it. Which is not a surprise. He knows he's good-looking but it's clear that she doesn't even consider it. He takes a small breath. He will make her aware of it.

He makes a habit of hanging around the bar at night to cross her path. The first time she sits down with him to ask what's on his mind, he knows that she's finally taken it upon herself to see if he's alright, and that Grant Ward has gotten in the door.

The first time he realizes that Agent May is feeling…something is when they retrieve Coulson back from Centipede. Grant wasn't there on the scene, but all he sees is that the man a little worse for wear, and Skye visibly teary and worried and anxious over him. After helping Coulson back onto the Bus, Agent May is just...stiller. Somehow. Then when all's done and settled and Coulson's patched up by Simmons, the woman ducks out of sight.

He seeks her out in the cockpit. So far, aside from Coulson, he's probably the only one to ever seek her out.

"Mind if I join you?"

Silence. It's not an objection so he takes a seat. He's getting better at reading her.

He takes a few moments to gaze at the view before them, at the endless stretch of clouds and the darkness of the night sky. No place is really the most comfortable for him, but he can see why she prefers the cockpit.

"It's good to have Coulson back," Grant breathes a sigh of relief.

"Yes. It is."

He's a little surprised that she's responded. "Skye's shaken up," he finally looks at her.

Her face is still as ever. She is the perfect image of what Skye has dubbed a 'cold zen-bot.'

"…You're…alright?"

She throws him a glance, almost offended. "I'm fine."

He doubts it. "I can tell you've been worried."

Silence again.

"You weren't alone in that," he offers in a small and quiet voice. A few moments pass before he prepares to leave her at that but she surprises him for the second time that night.

"Want to spar?"

She is actually rather petite for someone so deadly. For someone that can throw him flat on his back and knock the wind out of him, she's quite small. By the time they are done, both are gleaming with sweat. Both are out of breath and Grant can see that there's still some left over tension in this Melinda May. Whatever fear or anxiousness she felt must run deep and raw, and he recognizes it. He gives a look that he sees Coulson give to all of them, the one earnest and wanting to help, and lays a hand on her shoulder.

His eyes drift down to her face. He studies curve of her cheekbone, and the contours of her mouth. He lets his eyes roam over her body, full of meaning. Come to me, he says silently.

Her brows crinkle for a moment in confusion as she regards him. "Keep it together," she speaks bluntly.

He scoffs and raises a brow challenging at her, a little offended that he'd been shot down so easily. "You're mistaken." A beat passes and he looks her in the eye and softens his tone into something apologetic, "But I can see there's something wrong. I can help."

Grant lingers a moment before letting his eyes follow the sheen of sweat on her exposed neck. He's never really looked at her up-close before.

.

It doesn't work immediately. But when she wanders late in the night to the bar where he sits waiting, he feels satisfaction bloom into his chest at finally cracking Melinda May.

After all, if the job was easy it, it wouldn't be any fun.

He can't deny he is curious, as the woman before him is a living legend of S.H.I.E.L.D. He is gifted with the feeling of her skin and the touch of her fingers and lips. It's a little rough, and Grant finally gets a glimpse of what the Berserker brought up in her. They have both been broken into pieces before, just barely held together. They have both been tainted by it and it's an understanding they share. It's almost a relief because he's not alone. It's an empty comfort as he traces the curve of her shoulder with his lips but it's better than nothing, and Grant is at least successful in one thing, broken as he is.

He's in.

Find the Key

He works to let himself get emotional. It's difficult, and he has to draw from the times before Garrett, to awkward first crushes and the distant sense of longing when he was a troubled teen still stumbling in looking for the love and affection he so sorely needed. To sneak glances at her that he shouldn't be. The fact that they share this secret is intimate enough to stir the smallest of things between them, and he tries his best to bring it to full light.

Agent Melinda May is made of blood and flesh.

He's confirmed it himself.

But she is undeniably professional and makes it profoundly clear to him that it's only sex. Nothing else. He agrees. But the fact that she lets him in, trusts him enough with her body when she's vulnerable is evidence enough that Grant has succeeded. He's gotten ahold of her body, and that is more than enough for the rest to slowly follow if he remained persistent.

He realizes he needs to be more careful though (or maybe even more reckless?), when he finds a scotch poured neat just for him, innocently sitting by itself in the dark, after one particularly grueling fight.

Melinda May is good. He wonders to himself if he'd let too much of himself out to her as a means to an end.

When she breaks it to him ever so casually in the train that she's told Coulson about their…relations…Grant is taken aback. He'd underestimated whatever it was between May and Coulson. Sure, it was obvious that they had history. But when she brushes him off like an insect when he offers to help patch her wounds, only for him to walk in on Coulson helping her in the medic bay - Grant is forced to question the rate of his success.

It's the first time he ever felt like he was really intruding in all his time with these people. These easily likeable people. That tiny moment between Coulson and May feels more private and intimate than all the time he's spent exploring her skin.

It ruffles his pride a little bit. He's everyone's type. Women of all kinds were well within his reach. But at least now he knows why she remains just out of his grasp. And the answer is this man who dotes on a red vintage convertible named 'Lola.'

This could definitely be a problem.

He thinks back to how Coulson threatened to send him to the remote ends of the world if something happens and Grant realizes again not for the first time that he has underestimated Melinda May when he couldn't afford it.

One Step Back

Ever since Lorelai, all their previous engagements came to a halt.

When he comes to himself again, and right after he'd pulled the trigger in her face, he resurfaces with a feeling akin to horror that all his hard work's come undone.

But she brushes him off just as easily the first time.

"It's fine. I told you there's never a risk with me."

He eyes her, almost anxious if her words are all too true.

"And if what she said before is true, then you're more honest with her than you are with yourself."

Now he is a little anxious, because Melinda May is good. And now Grant has to wonder at what she's talking about.

Because she's probably right.

He pinpointed Coulson to be the only thing that kept Melinda May just out of his grasp, until he runs into Skye.

"Are you back to your original programming?" Skye teases.

His stomach drops then at the sight of the young woman, because Melinda May is good, and how could she know these things that he even kept from himself?

A Double-Edged Sword

It's all thrown out in the open, when Grant finds the Cavalry unconscious and put down in the cell with him.

He tries to break her with some accusatory words, but she immediately calls him out on his bullshit.

"You did it to protect her! And that'd be fine, if you shot the right guy."

They stare at each other in cell. And Grant finds himself actually feeling things, and the fact that there's a struggle in getting himself back under control is utterly unnerving with this woman before him.

She turned the tables on him in an instant.

It pisses him off.

Into the Light

She's a force to reckon with. That is nothing new as his cover been blown and he's stuck with the Cavalry staring him down. It's a flurry of punches and spinning gravity. The wind is knocked out of him multiple times, and he returns the favor.

They're matched well, and both are aware of each other's moves from sparring.

He tries to goad her, get her emotions out in the open.

Only it totally backfires on him. The look in her eyes is pure venom, and every attack he lands seems to unfazed her as she springs back up with a vengeance. The moment she manages to nail him to the spot in the most literal sense possible, Grant Ward knows that he's lost.

Melinda May is good.

Even worse, she knows him. Despite it all, she is the one that he has let himself be honest with, because it was the only way to get her. She knows him best out of them all.

He would just have to make up for it later.