A/N: Some of you noticed the overlap in Fitz's backstory to that of "Story of Us." I'm working with a bit of a headcanon, so yes there might be a bit more of that happening going forward. That being said, at times the storylines will diverge and for the most part the two story threads are not related. I am trying to have it fit into the larger TV show canon though.

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CHAPTER 1: SECRETS

When Jemma Simmons receives word that Academy director Anne Weaver wants to speak with her, she doesn't think she can be any more nervous. Her heart pounds in her chest and her fingers pull at the sleeves of her sweater. She tries to appear assured, her smile is just as wide as always, but on the inside her mind races with possible scenarios.

The secretary ushers her into the office and Agent Weaver looks up from her paperwork and motions to an oversized leather chair that sits before her. Her back straight, hands tucked perfectly in her lap, Jemma offers what she hopes is a confident smile.

"Jemma," Weaver says. "Thank you for coming on such short notice."

"Oh-" She replies with a stutter in her voice. "I hope everything is okay? I haven't done something wrong have I?" Her words betray her as they come out quick and racked. Jemma can't help but worry, she has barely been enrolled at the Academy for two weeks.

Weaver laughs. "Of course not. You must realize that S.H.I.E.L.D values your role within the organization?"

Jemma blushes, looking down at her hands. While she's used to hearing people praise her scientific abilities, she always finds it remarkable that there are people- important people- paying attention to what she does.

"Truly; we see a great future for you here."

"Thank you," Jemma says softly. "I really appreciate all the mentorship that the Academy has provided, even from when I was a little girl. Being here at last- this is all more than I could've ever hoped for or even dreamed of."

"That's exactly what I was hoping you'd say. I won't waste your time with any more platitudes," the woman says, straightening in her seat. "You're aware that every agent here at the Academy has been thoroughly vetted? We take our psychological assessments very seriously and there are no exceptions to this."

Jemma nods, her fingers twisting in her lap. In spite of the compliments, she's still mentally preparing for the worst.

"Jemma, I've received direct orders from the highest levels," Weaver continues. "Director Fury himself has requested this." She pauses, measuring her words. "And Special Agent Abigail Brand has likewise approved it."

Jemma's eyes widen, her mouth falls open. "I don't understand. Director Fury? And Abigail Brand? What could they possibly want with me? I'm just a biochemist."

"Agent Brand has read your dissertation and is quite impressed with your analysis of the Spartoi genome. She's specifically asked Director Fury for you take this mission. Rather, this highly classified mission."

"But- but I'm just a student! I haven't been qualified as an active agent. I haven't even graduated. This sounds much too important. I'm sure that I'd be terr-"

"Jemma!" Weaver interrupts, her voice chastising. "You said this yourself moments ago- we've been mentoring you for years now. Do you think S.H.I.E.L.D would make any decision without first considering all the possibilities? For goodness sakes, Director Fury has backup plans to his back up plans!"

Jemma knows innately that she's acting childish, her instinctual refusal is marred by her fears of the unknown.

After a brief moment Jemma asks hesitantly, "What am I meant to do?"

Weaver nods and opens a folder marked with the familiar S.H.I.E.L.D logo. "You're familiar with Project Watchdog?"

She nods slowly; the tips of her fingers nervously trace the seams of the leather chair she sits in. She'd learned about Project Watchdog during her orientation from one of the Operations students who'd sat next to her at the opening lecture series. Apparently in Ops, there was whispers of it being a high clearance program wherein a list of the most valuable assets to S.H.I.E.L.D were tracked and monitored. The targets were mostly unaware of their status until they were deemed fit for service and entry into what was only labelled as Phase 1. Jemma had later heard that Phase 1 was, in fact, a cover for the development of a highly skilled team that would one day to work alongside Tony Stark, but it had never been confirmed and as far as anyone knew Phase 1 went unrealized.

"You want me to work on Project Watchdog?"

"Yes," says Weaver. "We'd like you to be a tracker."

"Me? A tracker?" Jemma can't help the shock that rises in her voice. Surely, she thinks, her assessments must've shown she'd be terrible at it; she's far too honest. And furthermore, she's only a biochemist. "But-"

Weaver raises her hand, silencing Jemma before she can protest. "You will be fine. It will require very little commitment from you. He's student here as well- specializing in Engineering and Weapons Development. In fact, I think that you'll find you both have a lot in common, he seems to be quite interested in the chemical applications of his field."

"What if he figures out that I'm tracking him?"

Weaver shakes her head. "He won't. He hasn't so far and we've been tracking him since he was a young boy. Just become his friend, the rest will fall into place. File your reports as required and if you notice anything unusual, let us know immediately. You'll be assigned a special device that will allow you to record your reports and once you graduate, we'll replace your position. It's too dangerous for us to keep trackers assigned to one person for too long."

"Is he a threat?"

She closes the file before her. "No. We don't believe so, but his last tracker was killed under suspicious circumstances. Jemma, we have a duty to protect him as best we can."

Jemma squares her shoulders and sits tall in her chair, feeling braver. She nods her head, feeling assured. "Then I'll do it," she says before crinkling her nose in confusion. "But how do I start?"

The older agent laughs and folds her hands before her. "That part's easy. We've reworked your class schedule. Just show up late to your first class. He'll end up being your lab partner."

...

Jemma Simmons likes being punctual for her classes. In fact, she often arrives early, seeking out the best seat in the classroom. But on her first day in Properties of Matter, she's purposefully late. She reminds herself that if asked she's to say that she fell asleep preparing for the class. Before she pushes the door open to the lab, she presses the edge of her spiral notebook to her face and hopes that it adds an element of realism to her story.

As Weaver had predicted, by her lateness she misses being able to choose her lab partner. Everyone has paired off and there is only one other person without a partner. It's exactly as planned.

She apologizes for her tardiness and Professor Vaughan points out to her partner. Jemma follows his finger to her target and she hopes that her disappointment doesn't register on her face.

She's met Leo Fitz once before.

While lost in the vast halls of the Academy and trying to find her way to her entrance examination room, she'd bumped into him accidentally. When she'd blushed and mumbled her apologies, he'd snapped at her, telling her to watch where she was going. She'd resisted the urge to do the same in return and chose to comment on his obvious accent. Jemma had forced her smile wide and said that it was nice to see other Brits vying for acceptance into the Academy.

Rather than engaging in a friendly exchange, Leo Fitz had instead scowled at her as though she was a creature on the bottom of his shoe and pushed past her. In that instant, Jemma had vowed to avoid the mysteriously miserable Scottish boy if she ever did encounter him again.

Now, he would be unavoidable.

Of course it had to be him.

She resists the urge to groan; in addition to being constantly punctual, Jemma is also polite. Instead she offers a ghost of a grin and asks what she's missed. Without looking up, he tears the handout at its center and hands her the bottom half.

"This is your bit," he says, pointing absently with the eraser side of his pencil. "Don't screw it up because I don't intend on failing."

She scrunches up her face. "Well I wasn't exactly planning to."

"Good," he retorts, eyes not leaving his paper. "Because half of these people here are imbeciles and I'd hate to have been paired with one of them."

Jemma is speechless. She's horrified by his comment and wonders what she did to deserve such torture. Rather than offering a half-witted reply, she decides to ignore him and focuses her attention on the work before her. It's a simple activity, she thinks and she makes quick work of the equations. When she finishes and passes him her answers, he's stunned.

"You're done? Already?"

She's silently pleased that she seems to have impressed him and nods. "I thought it was pretty easy. We did these all the time in my doctoral program back at Cambridge. Now some of those ones were difficult!"

Leo stares at her, it's as though he wants to say something but thinks better of it. Instead, he asks, "You went to Cambridge?"

She nods and Jemma can't help the smile that has found its way to her lips. She wonders if she's impressed him.

"I went to M.I.T," he remarks simply before returning to his own worksheet.

Jemma's smile fades and she can't decide if he's saying it as though it's fact or if he's trying to one up her. She resolves not to ask and watches with her chin in the palm of her hand as he finishes his half of the calculations.

When Leo stands to submit the work to Professor Vaughan, Jemma stops him. She noticed him make an error and wants to ensure that it's perfect. His face reddens when her pencil moves quickly about his half, correcting.

"There," she says, returning the sheet to Leo. "Perfect."

"Chemistry isn't really my thing." Leo says, shrugging his shoulders. "I'm meant to be in engineering, but I figured I should learn this sort of stuff."

Jemma isn't sure how to respond and so she chooses not to. Instead she watches her new charge carefully, unsure of what to make of him just yet. She's still unclear as to why she of all people was chosen and as Leo yawns dramatically and rolls his eyes at Vaughan's attempts at humour, she can't help but wonder who Leo Fitz really is. What about him makes him so special that the higher ups have had him tracked? Surely by now they should have some idea of who or what he is?

When class ends, Leo gathers his backpack from the floor and turns to Jemma. "I'm Fitz," he says, jutting his hand out. "Good to work with you."

Her eyebrow cocks in surprise, but she recovers quickly and shakes his hand; a practiced smile on her lips. "Jemma Simmons. It's a pleasure." Leo's head tilts slightly and she suspects that maybe her lie doesn't sound as fluid as she'd thought. She's about to try and make her words seem more believable, but Leo shrugs and turns, exiting the lab.

Later in her room, when exhaustion riddles her body, she buries her face into her pillow wondering what she's gotten herself into. She half considers calling Agent Weaver and backing out of it entirely. Leo Fitz, she's certain, is terribly insufferable.

...To be continued...

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