She laughed at herself inwardly as she looked up the stairs leading to the auditorium. This wasn't her style. Panic began to set in her chest, her mind rapidly questioning the steps leading up to this point. Her memories drift back to the day of her final flight at pilot training. It seemed like only moments ago that she was laughing with her fellow officers, still thrumming with excitement from their last flight as undergrads. She remembered preparing for graduation, her dress blues freshly pressed, when a man in a black suit came over to her. Pulling her from her peers, he handed her a file labeled top secret and a chance at a different future.

She'd made it to the top of the stairs by the time the memory faded. Glancing at her watch, she realized it was now her never. Swallowing hard, chin up, she entered the room. Inside there couldn't have been more than seventy-five young faces in the first few rows of the auditorium. No one had time to check out the newcomer, as a woman came onto the stage to begin the presentation. Grabbing the last available seat in the last occupied row, she found herself sitting next to a man who looked to be approximately her own age.

He glanced sideways at her, his bright blue eyes sharp and inquisitive. He looked from the corner of his eye, not wanting to be obvious. Even just from his peripherals he could tell she was gorgeous. She was dressed in service dress, one little gold bar pinned to each shoulder. Her air of confidence was overwhelming. Throughout the presentation he couldn't help but continue to sneak glances. There was no way she couldn't have noticed, he thought to himself. As people around him began to stand he realized the speaker had ended their briefing, to be honest, he wasn't sure how much time had passed.

She felt herself being watched. The whole ordeal made her uncomfortable. She could feel the eyes of the man she sat next to as he tried, and failed, to inconspicuously look at her. As the speaker concluded her briefing, she too stood and finally took a look at the man she was sitting next to. He was taller than her, not that that was unusual, he had broad shoulders and a muscular frame, but so did many of the men gathered in the auditorium. It was only when he reached out his hand was she drawn into his piercing gaze.

"Hi, Phil Coulson," his boyish grin lit up his face in a way that made her nerves dissipate, if only for a moment.

"Melinda May," she responded and returned the handshake. He let out a nervous chuckle as he tried to figure out what to say next when group leaders started yelling out numbers. They both opened their information packets.

"What group are you?" He asked as he fumbled to find his own information.

Successfully finding hers, she pulled it out of the folder. "Six," she replied, "You?"

Phil looked down on his paper, he was torn. It said four. He could feel the little devil on his shoulder urging him to just lie, why not? What's the worst that could happen? "Uhh four," he told her truthfully.

She shrugged, "I guess I'll see you around then."

He nodded and struggled to string together a coherent sentence as she picked up her things and began to walk towards her own group. "I'd like that," he finally spouted. She smirked at him before turning back to her group. Foolish. He felt foolish.

Picking up his things he walked over to his group and tried to listen to the leader. He was older than himself, though not by much. He was giving a brief overview of the facilities they would be seeing that day, and Phil took the time to look around his group. A few also wore service dress, which was an accurate representation of the group as a whole. Phil knew very little about everyone gathered. He himself didn't even really know why he was there. He didn't feel there was anything special about him. He was just a kid from Boston who liked comic books, who had an undergraduate degree, in history no less.

"…And if you'll all follow me we'll begin the tour," their guide stated.

Snap out of it, Phil, he said to himself as he refocused on the words being said as he followed the group through the door behind the stage.

Thirty minutes later Phil found himself completely engrossed with the information being provided. The history of the infamous agency was steeped in tradition, and not without its fair share of secrets. Almost as if coming up for air, Phil glanced over the sheet that had the day's schedule on it:

0800-0820- Introduction

0820-0930- Tour of Academy campus

0945- 1200- Physical Testing

1200-1300 Lunch

He stopped reading after 'lunch.' The rest of the afternoon would consist of more testing, of what he wasn't necessarily sure, which led him to question whether or not he should be nervous.

The different tour groups rotated through a series of stations, where Phil's had a tour first, Melinda's took their physical in the morning. She was pleased with this, focusing on physical activity was a surefire way to soothe her nerves. She changed out of her S.H.I.E.L.D sanctioned gym clothes and back into her service dress after a quick shower, ready to resume whatever the schedule had planned. She was thankful to see that it was lunch, her stomach growled in response. The cafeteria was teeming with the other groups and everyone was jostling for authority. The air was filled with humble brags, and not-so-humble brags. She almost smiled at the ridiculousness. Grabbing her boxed lunch, she found an empty table and began to eat, slowly reducing the testosterone-filled room to background noise.

Until of course, "is this seat taken?" Bright blue eyes looked down at her as he clutched his own lunch. His smile was contagious.

She shook her head. As he sat down, she took the opportunity to glance him over yet again. Handsome was the word she was looking for, in the most classic definition. Strong jaw, broad shoulders, toned chest hidden underneath his white button down shirt; she took a drink from her water bottle before she got into more dangerous territory.

"So, Lieutenant May, what are you doing at the S.H.I.E.L.D Academy?" He began eating, awaiting her response.

"Sounded like an opportunity of a lifetime."

"Seems like you already have a job though," he gestured at her uniform.

"I want to serve," she shrugged. "Doesn't really matter in which capacity. Why are you here?" He laughed and put down his food, suddenly seeming nervous at her question.

"Well, I didn't have any other real options so I jumped at the chance. To be honest," he looked around the cafeteria, "I'm not sure why I deserve to be here."

She quirked an eyebrow, obviously wondering what he meant.

"I don't know, I was a history major. I have no training," he sighed.

"Looks like someone noticed something you didn't then." She gave him a brief smile before continuing to eat.

He felt butterflies and felt childish because of it. A slight blush rose to the back of his neck as he thought about it, all because of that little smile she flashed him. He had liked it. He wanted more. Already, he was addicted.

Lunch ended and they parted ways. Phil felt like he was resisting some sort of magnetic pull as he forced his eyes away from her. He couldn't help it, she just had a way about her. She was one of the few people not vying for the alpha dog spot, not that he thought she couldn't get it, quite the opposite. He thought her quiet allure spoke more to her maturity as a potential agent than trying to rub her achievements in everyone's face. Phil made a commitment to himself to learn more about her, he just had to make it through the day.

The sun was setting by the time the group leaders lead them to the information desk to point them in the direction of the dorms. All the potential agents were housed in various dorms around the campus based on academic year. Fortunately, Melinda thought to herself, they were apartment style, and she didn't have to share a room. She shuddered at the thought of her randomly assigned roommate her freshman year of college and thanked the heavens she didn't have to go through that again. People were clustered in the middle of pathways as they frantically looked at their campus maps to find their way around. She figured she would just follow the masses and they'd eventually lead her to the right place.

Sure enough, the flock of cadets arrived at the dorm buildings just as darkness settled. Room 359. She headed for the stairs. Pushing the key into the lock, the door swung open to reveal exactly what you would expect for a S.H.I.E.L.D sanctioned room. Walking into the apartment revealed a small open concept living room and dining room, with a kitchen at the far end. There was a bathroom and two bedrooms leading off the side of the kitchen, and a staircase off to the other. Walking past, she saw one had already been taken.

The woman standing in the middle of the bedroom was tall and athletic, with a no-shit attitude. Melinda already thought she was going to like her. Maria was her name, Maria Hill.

"Have you met the other roommates?" Melinda asked as she dug through her information packet as to which room was hers.

"Negative, you're the first to show up," Maria responded as she continued to fold her uniform items.

Finally Melinda found the paperwork. Upstairs; she followed the stairs to the second floor. Another bathroom, and two more bedrooms. Hers was off to the left. The room was standard: double bed, a wardrobe, and a desk. She tossed her issued duffle onto the desk and pulled out a few of the uniform items she'd been given. They were told once orientation was over, the academy would resume being like a normal campus, and they'd have time to explore the town, or retrieve any personal items they'd like. Melinda didn't need much, a lifetime of preparing for the military had lead her to be a minimalist, though, looking at the dull, grey walls, she felt she needed to do something to breath life into the monotone room.

Phil's roommate's were already in the living room when he got there. John Garrett: loud, boisterous, kind of an ass, Phil would have to keep his eye on him. Next, Felix Blake: smart, preppy, clean-cut. The kind of guy who doesn't start trouble. Finally he got to his third roommate.

"Clint Barton," he shook Phil's hand with gusto. "Glad you finally made it, we were wondering if you were going to be a no show."

"Just got caught up looking at the campus," Phil Shrugged.

"No problem," Clint reached into the cooler next to the couch. "Beer?" Phil liked this guy already.

Following his introduction, Phil made his way to his assigned room on the second floor. He looked at the confines of his room and saw nothing but opportunity. A poster here, a photo there, he thought to himself as he circled around his new home. So much room for activities. He sat on his bed to set his alarm for the morning, bright and early. He was nothing if not punctual.