AUTHOR'S NOTES: Something I've been tossing around with for a while. Hopefully it's kind of interesting? I do have a lot planned for this story, but we'll see how it goes, I suppose. It was originally meant to be a one-shot, but then it kind of just spiralled, I guess. Keep in mind that I've never been to a circus, so all this waffle is pretty much just picked up from books and such. Not to mention, I really can't quite seem to makemy mind up on the time-line. Orginally I wanted it to be a more further set back thing, but then laptops and TV's came into play, so feel free to envision whichever time you so desire.

SUMMARY:

"So, why do you call it SHIELD?"

"It just kind of stuck, I suppose. Now it just represents safety. A place where people can go to relieve themselves of their hardships. A place to shield themselves from the cruelty of the real world, I guess."

"Sounds nice."

CAROUSEL

Round and round like a horse on a carousel, we go,

will I catch up to love? I could never tell, I know,

The first time he sees her is one of glamour.

She's poised elagantly atop of a pure white horse, spangles twisting delicately around her body and a radiant smile spread easily across her features. Her moves are graceful as she twirls and leaps and performs stunning tricks to the easily-impressed crowd, all while on the back of a snowy horse.

She twirls ribbons and it's almost like a dance, what with the ease that she twists and turns. The crowd roars and someone is even daring enough to throw her a scarlet red rose. She catches it as she gallops past, leaving behind her a trail of glitter and ribbons and refinery.

Leopold Fitz, however, is less than refined. He's sitting in one of the farthest rows to the back, stuck with the people who don't quite have enough money for the comfort of sitting, with sawdust and bad body odour clogging up his senses. Not to mention that it's not the cleanest of places either - he's seen at least three lots of rubbish left strewn on the floor, whether it be dropped cotton candy, forgotten popcorn or abandoned drinks. It's not a pleasant place to be, at any rate.

But Skye had wanted to go, so attend he had. Why Skye's so infatuated with the circus, he's never really known. To him, circuses are places where rather scary looking clowns attempt to humour giggling little children, where droopy acrobats fling themselves from ridiculously high heights for the pleasure of others.

Skye claims it's the sense of magic, but Fitz has never really believed in such things. Hence his dislike for the hot, humid air of the circus tent - or for the bloody things in general, actually.

But when the pretty woman in spangles makes an appearance, he halts all judgements on this particular circus.

As if sensing his thoughts, Skye gives a little smile from beside him. "She's good, right? Rumours say that she's half the reason this circus is so popular. Apparently she's got a lot of admirers hankering after her." As if to prove her point, she nodded down to one of the lower aisles, where some young adults were clustered with wide eyes, as if they were thrilled just to be seeing her in action.

"I don't see what's so special about her," Fitz says, all while noting the woman's spectacular acrobatics at the same time.

Skye just nudges him in the shoulder and points to the sign propped up next to the ringleader with enthusiasm. "They call her Lady Star Spangles."

...

When the acts finally finish up and the circus begins to pack up, Skye tugs on his arm and offers him her very best puppy-eyes, pleading for some fairy-floss. Fitz has always found it particuarly hard to say no to Skye, so they end up breaking off from the majority of the crowds (who are trudging off to see the more exciting aspects of the fair, no doubt) and making their way to the nearest stall.

The woman working the machine is kind and lets them have the treat for a bit less than normal, and they sit at a park bench and munch on the fluffy pink sweet happily enough.

"I don't get what's so spectacular about the circus," Fitz grumbles (yet again) as he tears a wad from his own ball of fairy-floss and shoves it in his mouth.

"I don't know how to explain it," Skye muses, kicking her legs back and forth along the ground like a little girl. "But it's kind of.. magical, I guess."

"Magical, yes." A sudden voice pipes up from behind them, and both Skye and Fitz whirl around to look at the speaker guiltily. He's surprised to find that it's that horse-rider from earlier - Lady Star-Spangles. What a ridiculous name, he snorts to himself. Her hair's dropped loosely around her shoulders like she's just preparing to hop into a shower, and she's still breathing rather heavily from exertion.

"That's one way to describe the circus," she continues with a smile, and tugs a worn brown jacket around her costume. She looks almost odd with her heavily made-up face and her glittered hair, combined with the rather shabby coat.

When Fitz only blinks blankly, Skye decides to take the opportunity to gush. "Hello! I'm Skye, this is Fitz. You were really good back in there," she chatters easily, abandoning her fairy-floss easily. He almost feels affronted.

"Thank you," she smiles again, this time in a more kindly fashion. "I'm Jemma. But you'll probably know me as Spangles. And I'm glad you liked it, but.." at this pause, she shifts uncomfortably, her eyes raking over the park bench, "this area is restricted for visitors. Performers and workers only, I'm afraid. Unless you're new around here?" She tilts her head in questioning, but Skye is quick to correct her.

"Uh, no, sorry. We just thought that it was open to anyone," Skye amends hurriedly.

"They could have bloody-well signed it better," Fitz mumbles grumpily, expecting a rude retort in response. Instead, she laughs, her eyes crinkling at him warmly.

"So I keep telling Coulson. Unfortunately, the circus is a busy place, and we've barely got enough time to look after the animals, let alone peg up signs," she sighs, not unpleasantly. "Everything's falling apart - and Mack's been too ill to do anything helpful lately."

"We can help," Skye says unexpectedly. "Fitz knows his way around mechanical things pretty well, and I'm pretty good at organisation. Or, I could help with the animals."

"Skye!" Fitz yelps in sudden alarm. What does she think she's doing, signing them up for more work at a circus, of all places?

"Oh, c'mon, Fitz," she sighs exasperatedly, rolling he eyes at him. "You said yourself just the other day that you were running out of things to do!" This, Fitz has to concede grudgingly, was true. "Besides, it's the circus, Fitz! You can't tell me that you're going to pass this up."

Watching them with a slightly bewildered expression, the woman (or Jemma, as he corrects himself quickly) gives a tiny shrug of her shoulders. "That's a really sweet offer," she says, and she actually sounds genuine. "And we certainly need the help around here. But Coulson is the one in charge."

"But I'm the one in charge of him," quips a calm voice, and suddenly, from seemingly nowhere a woman in a tight black cat-suit appears. Almost like magic, actually. Her eyes rake down him and Skye, and Fitz suddenly gets the strange urge to smarten himself up. He gets the feeling that this woman is clearly not the kind to smile and offer him biscuits. She looks like she means business.

"May!" Jemma jumps lightly in surprise, shifting aside quickly to make room for the other woman. She throws a reassuring smile in Fitz and Skye's direction, before addressing the woman again. "This is Skye and Fitz. I was just telling them about the restricted area when the subject of jobs came up, and they both offered to give an extra hand. Have you seen Coulson anywhere? I was thinking about asking him about it-"

"Are you ready to work in a circus?" May cuts off, raking her gaze down Fitz and Skye with expressionless features.

"Of course we are," Skye puts in determinedly, before Fitz can even stop her. Uneasiness prickles through him. Does he really want to work in a circus? He doesn't even like the bloody shows, for god's sake. But Skye looks so ready to hurl herself into the world of acrobats and jugglers that he can't really turn down. After all, it's kind of his duty to protect her. When they were little, he'd made friends with her on a field trip to the orphanage. Although she was free from that now, he had sort of adopted her as a little sister.

"I guess," he mumbles with a tiny shrug, and by the way that Skye nudges him, she's pleased with his answer.

"Good," May nods. "You start tomorrow."

"What?" Jemma's clearly bewildered, and she opens her mouth cautiously to address the older woman about it. "Excuse me, but surely you have to check with Coulson first?"

"I told you," May supplies, and for the first time since Fitz has seen her, there's a glimmer of a smile on her lips, "Coulson may be the boss of the circus, but I'm the boss of him."

...

It's when they're sharing some messily thrown together dinner (it's days like this when Fitz misses living with his mum; he and Skye can't cook to save their lives) that he confronts Skye about his hesitancy to work at the circus.

Skye peers at him from over her steaming mug of coffee (she can't stand his tea, and he can't stand her coffee) and merely laughs at him. "Come on, Fitz! It'll be fun, I promise. When else do you get such a good working opportunity?"

Fitz shrugs at that, stirring a spoon around and around in his own mug of tea. The truth is, he probably could get another job if he tried. Despite the fact that he doesn't like to toot his own horn, the simple fact is that he's.. well, he's intelligent. Outshone everyone else in his class from a young age, and only continued picking up pace until he was placed in classes with people two, three, four years older than him.

In fact, he's rather pleased to say that he had rather baffled the teachers at his school. In class, he never paid attention. Was always sleeping or daydreaming or something equally silly. His assignments were always late, his work barely acceptable and his books filled woth bored little doodles. Despite this, he always seemed to score high results in his tests. Teachers had often encouraged him to try harder with much enthusiasm (and most of the time, irritation at his irresponsibility), but the simple fact was that he had never really cared.

But Fitz can't really tell Skye all this, of course. At any rate, she looks so excited that he can hardly refuse. Anyway, what wrong can it do? There's no harm in getting some more money, either. The Fitzs have never been a wealthy lot.

"Besides," Skye teases, waggling a spoon at him in a cheerful manner, "I heard that they have monkeys there."

Fitz smiles at that. Skye full well knows about his obsession with monkeys. "I can't believe you voluntarily signed us up for work."

"Hey," Skye giggles, holding up her hands in defence, "it won't be that bad! Anyway, it's a travelling circus. They won't hang around forever. You'll be free of them in no time."

They won't hang around forever, Fiz reassures himself. You'll be free of them in no time.

And then he allows himself to laugh with Skye.

...

The next day they rise bright and early and trudge down to the circus. It's freezing and the sky is darkened grey with the ominous swelling of approaching rain, and Fitz is hating Skye's suggestion more than ever at the current moment. While he's grumpy and grumbling, Skye can't seem anymore excited, grinning and pointing out various people with exclamations such as 'look, there was the guy who just about got trampled by that elephant', or 'hey, wasn't she the girl who looked like she was about to split open her pants?'.

Absent nods are all she gets, because suddenly a family face is making a bee-line for them. It's Jemma, the elegant horse-rider from the night before, but this time with an important (but friendly) looking man at her side. Her face is void of make-up and her hair's curled loosely around her shoulders, but she still looks as graceful as ever in her leotard.

"Fitz, Skye!" She calls, and soon even Skye's attention is focused solely on the two approaching people. Eventually, they both slow to a halt in front, and Jemma gestures to the man beside her with an expression that almost matches nervousness. "This is Mr Phil Coulson," she introduces politely, "He's the ringleader of the circus, and my boss."

"But you can just call me Coulson," the man interjects with a friendly smile.

"Leopold Fitz," he supplies hurriedly, wincing at the mere sound of his first name. He's always hated the name Leopold, it's the one thing he wishes his mother had done differently. "But I'd rather be called Fitz."

"Fitz it is then," Coulson nods easily, turning to Skye expectantly.

She shifts uneasily from one foot to the other, suddenly looking a whole lot more subdued than earlier. "Skye," she answers. "Just Skye."

It's then that Fitz feels sorry for her, as much as he knows she wouldn't want him to. He knows that life hasn't been the kindest to her - she's been abandoned by her parents, thrown in an orphanage. Not even lucky enough to have many friends, nor the simple luxury of a last name.

"Welcome to SHIELD, then," Coulson grins. "Jemma, you'll show them around?"

...

"So, why do they call it SHIELD?" Skye questions curiously. Coulson has disappeared somewhere - he'd claimed that he had some other business to attend to - leaving him and Skye with Jemma, who looks more at ease now that her boss is gone. They're currently on an extensive tour of the circus grounds, with Jemma pointing out this and that as they pass various pegged tents and closed stalls. It's too early for people to start arriving (they hold shows in the evenings, mainly, Jemma explains), so it's not as packed as it was the night before.

Fitz wants to reprimand Skye for being so nosy and bold, but he has to admit that he's curious as well. Why is it called SHIELD?

"It used to stand for something, back in the days of the old circus," Jemma says, seemingly more than happy to explain. "But that's been lost in translation ever since Fury handed over leadership to Coulson."

At their twin puzzled looks, Jemma goes on quickly. "Fury was the old ringleader. He was one of the most legendary ones, too. SHIELD thrived under his watch, we had customers upon the thousands booking in advance. But then.. something happened, and he vanished. Just like that, straight out of the blue. Nobody knows where he's gone," she shrugs, "but he only stayed long enough to pass leadership over to Coulson, and that's been what it's like ever since. His disappearance is supposed to be temporary, but he hasn't been seen in... well, a very long time. The rumours say that he's dead."

Fitz suddenly notes that Jemma is far more talkative than the night before, and more.. human seeming, if that's the correct way to describe it. Less like the agile, elegant creature out on the stage and more like a real person. Although she's still as much of a mystery as ever.

Skye's eyes widen just a fraction and she moves forward to stand next to Jemma, leaving Fitz to trail behind after them. "So you just kept the name SHIELD?" It's clear that his friend is greatly intrigued by the history of the circus.

"Yeah," the circus performer nods, "It's just kind of stuck, I suppose. Now it just represents safety. A place where people can go to relieve themselves of their hardships. A place to shield themselves from the cruelty of the real world, I guess."

Skye goes quiet all of a sudden. "Sounds nice."

And suddenly, the silence is deafening. After a few moments, Jemma jumps up awkwardly and announces in a far too cheerful voice, "Look, there's the food stall! Care for anything? It's all on me - the fairy-floss is really quite nice."

...

"This is where we keep the animals, generally," Jemma announces, leading them into a secluded part of the grounds far away from everyone else. Fitz, who is expecting cruel cages in where they keep the animals locked up, finds instead comfortable spaces for the animals. It's clear that they're being treated well, a fact which seems to delight Skye.

"Woah," she grins, advancing forward quickly. "Look, Fitz! They have monkeys!"

And she's right, there are monkeys. Five of them, all bright-eyed and cheeky-faced and.. fascinating. He can't help the grin that spreads across his features as together, they both step towards the creatures in wonder. Neither of them have seen something so exotic as a monkey up close, and being that Fitz has always marvelled at them from afar, this is an exciting moment for him.

"Don't get too close," a voice interrupts from behind them. "We haven't trained them not to steal yet."

Fitz and Skye whirl around guility (why does it seem like all circus folk can appear out of nowhere and sneak up on them?) to see a (annoyingly handsome, he admits grudgingly) man looking at them with his his eyebrows raised.

"They can steal?" Skye gawps, and Jemma laughs suddenly. The sound seems strange coming from someone as poised as her, but it does suit her.

"These monkeys can do anything," she informs with a proud smile. "This is Grant Ward. He's our resident animal care-taker, but he helps a lot with other stuff too. In fact, he's one of the lead acts, isn't he?" Jemma smiles brightly at Grant, but he only shrugs.

"You're that guy with the dog tricks, right?" Skye muses. As if on cue, a dark brown dog trots up to the trainers heels obediently and gives a gentle woof.

"This is Buddy," Grant Ward nods towards the canine, and Skye awwes at the dog for a moment.

"Fitz and Skye," Jemma introduces smoothly. "They're just some short-term hands to help around for a bit."

"Coulson approve?" Grant inquires easily, and Jemma nods. Fitz gets the impression that Grant isn't all too much of a socialiser, or at least not with Jemma.

"Of course," she retorts rather indignantly. "I'm just showing them around."

"How long are they here for?"

Fitz is starting to get annoyed at the way that they talk around them as if he and Skye aren't even there, but he clamps his mouth shut and listens politely anyway. If Skye wants to do this, than so be it. He's at least going to do it properly.

"For as long as we're here for," she replies tightly, moving off to leave. Fitz and Skye rise up to follow hurriedly, but before they can go, she halts and adds, "oh, I think Abu grabbed your wallet, Fitz."

There's nothing more mortifying than being shown up by a monkey, as he soon finds out.

...

Now they're sitting on the same wooden bench as the night before (now that they're workers they can sit here now, Jemma tells them proudly) with Fitz and Skye sharing some popcorn between them. They offer Jemma some, but she refuses politely. It's then that Fitz takes a moment to wonder how she keeps her physique up.

"And that over there," Jemma says obliviously, pointing to two men who are laughing with bottles in their hands, one who's ridculously tall and well-built, while the other is smaller and paler, "is Lance Hunter and Alphonso Mackenzie, but they're generally known as Hunter and Mack."

"What do they do?" Skye questions curiously, eyeing the two men with no shame. At Fitz's nudge, she holds out the box of popcorn and together they both reach for a handful to snack on.

At least there's plenty of free popcorn, Fitz reasons.

"Hunter used to be really good in the marching act, but he quit because of.. recent affairs with the band leader." Jemma shifts uncomfortably, but instead of seeming uneasy, Skye only appears to be more curious. "So now he does odd jobs. Helps with the animals, repairs, that sort of thing. Occasionally he steps up as a fill-in acrobat, but mostly he's in charge of the funds, along with Isabelle Hartley and Idaho. As for Mack, well.. he's our repairman. He fixes things around the place, helps to set up tents. Given his physique, well.." she flushes slightly at this, "it's clear he's quite an asset."

"If he can fix up things around here, why is everything still falling apart?" Fitz asks pointedly.

Jemma looks surprised, almost as if she'd forgotten that he was here. This, Fitz takes slight offence to. "It's a big circus. One man can't fix everything."

"I never said he could," he mutters defensively in return.

"What happened with Hunter and the marching band?" Skye queries hurriedly, her eyes glinting. Clearly, gossip intrigues her. Fitz, not so much. He's still uncomfortable. So far, the people have been nice enough.. but there's something strange about them. Not to mention that it's cold and dreary and that certainly puts a damper on his mood when his hands are cold and his coat is wearing thin.

"He had an affair with the leader - a woman named Bobbi Morse," Jemma explains. Apparently the cold affects her too, because she draws her own ragged jacket tighter around her and delves her hands into the pockets. Her eyes shine suddenly, and it's clear that she admires this certain Bobbi Morse. "You might know her by her stage name; Mockingbird."

"Tall, blonde, does that weird twirling thing with those sticks?" Skye quips. Obviously she remembers the acts a fair bit more than Fitz does, but even he can remember that particular one. It hadn't been so much of a marching band (as Jemma had so eloquently put it), but a band of talented gymnasts and dancers. There is no proper way to describe it (at least, not in Fitz's mind) but there had been quite a lot of complicated backflips and twirling of sticks, as Skye had said.

"Batons," Jemma corrects off-handedly, and Fitz takes a moment to frown. Aren't circus folk supposed to be an uneducated lot? This Lady Star-Spangles didn't seem very uneducated in his opinion. "But yes. They dated for a little while, even got married, but then.." it's then that she gives a light shrug, casting her gaze over to Hunter and Mack, who are still downing drinks easily, "something went wrong. They got a divorce - and it wasn't an easy split. It was messy, they fought for days. Eventually Coulson had to put a stop to it, and as a result Hunter left the band. There's nothing worse than being stuck in a room alone with those two."

"And what about the others? Coulson and that woman from yesterday."

"You mean May?" Jemma looks slightly surprised when Skye nods earnestly. Fitz didn't think she'd been expecting Skye to be so into the circus life. If he was being completely honest, he hadn't been expecting it either. While Skye was brilliant and determined and brave, she just didn't really seem to throw herself into work willingly.

"Well, no one really knows about May," she begins slowly, almost as if she's unsure to spill on details about the mysterious woman. "Coulson recruited her solely to be a driver, at first."

"A driver?" Skye interrupts, looking puzzled.

"It's a travelling circus, Skye," Jemma smiles, although not unkindly. "How do you think we get around?" At Skye's 'oh' face, she laughs lightly (it's more of a titter than anything) and continues on. "So yeah. She was just the driver. But then one of our lead acts fell and broke his spinal cord. They said he could never perform again. So she stepped in. Her stage-name's the Calvary - although she hates being called that. She's one of the very best, a contortionist and an acrobat. She has her own act." At this, she gets a special gleam in her eyes. "We think Coulson has a soft spot for her."

"And Coulson?" Skye prompts. She's drinking everything in, Fitz nods with a tinge of bitterness. Why is she showing so much interest?

"Phil Coulson was always Fury's favourite," Jemma says, more than happy to elaborate. "He's never really done an act before, but apparently he's a top magician. At any rate, what he does now is run the circus. He has the most vital role - the one of ringleader. In fact, he's rarely around anymore. He's too busy taking care of circus matters."

Fitz isn't totally sure what compels him to speak next. Maybe it's because she's explained so much about the others. Maybe it's because he wants make a good impression. Maybe it's because he wants to hold off on getting to work. "What about you? Who are you in the circus?"

"Me?" She looks taken aback, before she shakes her head. "Oh, I'm nothing special. Just another performer."

Or maybe it's because she's intriguing, a small voice whispers in the back of his mind.

He banishes that thought from his mind quickly.