Quick note that as it's an AU I'm giving them present day technology.

I don't own AOS or Marvel etc etc.

When Phil arrived at the training room at 5:55 that evening, he half expected to find his new rookie already tackling Barton to the ground. After the performance he'd seen earlier that afternoon, he was almost looking forward to the session. It had been impressive, he had to admit that, and he was interested to see how well his two rookies would work together. Barton was good. Very good in fact. He could hold his own and was improving every day. And from what Phil had witnessed, Melinda was exceptional; slightly more fluid in her movements and slightly less forceful. He'd been thinking about it all afternoon, and had come to the decision that the two could really learn from each other's techniques.

But upon entering, he found only Barton in there, stood leaning against the side wall messing around on his phone. He had some kind of dopey grin on his face. Probably texting Natasha thought Phil with a sigh. He knew how close the two of them had become since he had basically saved her life. They were best friends, if not more, and it constantly niggled the back of his mind that they couldn't cross that line. As his SO, Phil felt like it was probably going to fall to him to talk to them about that one day. To make sure they understood – no relationships between S.H.I.E.L.D agents.

"Where's May?" asked Coulson, making his presence known as he shut the door behind him.

Barton jumped slightly and put his phone away, and Phil almost rolled his eyes. He could tell by the almost guilty look on the guys face that it more than likely had been Natasha he'd been conversing with. Phil also realised that Clint needed to work on hiding his emotions better, that was for sure. It was no use being on a mission and a target being able to read every single feeling on your face.

"Dunno, I've not seen her since she almost beat Tash" he replied casually, strolling over to the middle of the room, where Phil had begun to set up the mats.

Phil frowned and glanced at the clock. She was going to be late if she didn't arrive within the next few minutes. Not that this was any sort of official lesson, more just out-of-hours practice, but even so.

"Right, well, in that case we'll just start as usual then."

He checked that Barton had wrapped his hands, and the two proceeded to discuss and demonstrate a certain move they had been practicing in the previous session. Barton was great at his archery, and had perfect aim, but in his sparring sessions with other agents he often leant his weight too far to one side, knocking his balance right off. It was something Phil was hoping to help rectify.

It wasn't until ten minutes later that Melinda strolled into the room, dressed in leggings and a baggy tee, not looking at all concerned that she was late to her first training session.

"You're late" Phil said, standing upright and walking towards her slowly, trying his best to sound stern, despite the fact she was yet again somehow making him feel ever so slightly intimidated just through a look. He was her SO and damn it he was going to be in control this time. "I thought we said 6?"

She stopped in front of him and raised an eyebrow, glancing at the clock.

"It's 5 past."

"Not the best start really is it? You might have missed something important."

"Did I?"

Phil glanced around at Barton, hoping for some reassurance, but he was just watching the exchange with a slight grin – which he quickly hid when he saw Coulson looking.

"Well…no" Phil stammered. "But that's not the point…"

She just shrugged. "I'm here now aren't I?"

He stared at her some more. She didn't seem at all bothered, and was acting like he was overreacting. Was he? Phil wasn't sure. He knew she didn't need the training really, but he would have thought she'd at least act like she cared.

"Well…next time, be here on time."

She nodded at him with a slightly amused look, and proceeded to wrap her hands without being asked.

"Right then." Phil felt flustered. Again. He turned to find his two rookies side by side, sharing some sort of glance he felt sure was about him, and was struck by the very weird thought that they were both only a few years younger than himself. He didn't exactly feel much like he was at all qualified as any sort of teacher. "You're both going to be working on attack tonight. How to take down your opponent in the quickest way possible."

"I think May already knows how to do that" Barton murmured.

"Doesn't matter. You both have different techniques which you are each going to learn from. So, taking down an opponent fast and effectively. Any ideas?"

"Shoot an arrow through their head."

"Say you don't have your bow with you or you're out of arrows?"

"Could always just kick them in the balls?" Clint suggested, shooting a glance at Melinda, who, to Phil's dismay, smirked back in agreement.

"Well…you could, but I'm not teaching you that." Phil looked at him sternly. Or tried to anyway. He wasn't feeling too good at being authoritative. "What I mean is, taking your opponent out in a way they don't see coming. If you just kick them you'll only temporarily disable them. And that wouldn't really work on a female assailant anyway. What you need to do is –"

Before Phil even had a chance to react, Melinda had moved in front of him and knocked his legs out from beneath him. He found himself flat on his back on the mat within seconds, staring up at the ceiling slightly winded, and a little dazed. Clint gave a barking laugh, and he distinctly heard the two rookies high five. He groaned as he regained his senses and climbed back to his feet.

One Barton was enough. Like he needed two of them.

He stood and looked at May, and she stared back with a completely deadpan expression.

"Something like that, Sir?"

She was good. He'd have to give her that.

"Erm, yes, May, something like that."

She smirked again.

The next two hours were spent with Phil attempting to instruct his rookies how to perform certain take-downs and how to carry out particular attacks, whilst they completely ignored him and sparred as they wished. Barton hit the ground multiple times, thanks in part to his weight still being placed too far onto one foot (not that Coulson hadn't tried to show him otherwise), and partly due to May and her lightning fast reflexes. She seemed to know her partners move before he had actually made it, and Barton hadn't been able to pin her once – not that he seemed bothered. By the end of the session, the two were joking around like they had been friends for years, and it was difficult to believe she had only been at the academy for one day. It looked like May was having a hard time keeping a straight face.

At just gone 8pm, Phil called the session to an end.

"Okay, that was really good. Apart from the bit where you ignored everything I said."

The rookies smirked at one another.

Phil groaned internally.

"We'll meet for another session this time next week, and until then, Clint please work on the balance thing?"

"Yes'sir" he replied, throwing his hand up in a mock salute.

"Good. And May?" He turned to the newest agent. "Make sure you're on time in future."

"Yes'sir" she answered, mimicking the salute Clint had given.

Phil didn't know whether to laugh or cry. He couldn't cope with two rookies with sass.

"You can both go. I'll see you soon."

"Bye boss" replied Clint, a grin on his face as he pulled his phone back out of his pocket and set about texting again.

The two headed out of the room, leaving Phil alone with his thoughts.

One day it had taken, and he already knew that either Barton was going to be a bad influence on May, or she was going to be a worse influence on him. Neither option was appealing.

"Hey Mel?" said Clint, as the two stood just outside of the room. "Me and Tash are heading down to Jackson Street with a few others to this new bar that's opened, you wanna join us?"

"Sure, sounds good" she replied, glancing back at the door behind her. "Give me ten minutes?"

"Okay!"

With that, Clint bounded off down the corridor and outside, and May turned around and headed back into the training room. She found Coulson folding the mats up and putting them away at the side of the room.

"Coulson?"

He looked up in surprise at her return. She didn't seem so cocky now she was on her own, and he momentarily wondered if it had been because she was actually nervous.

"Yes?"

She stared at him for a moment, and seemed to change her mind about whatever it was she was going to say.

"Do you…need a hand?" she asked instead, gesturing towards the mats that remained.

"Sure, thanks."

The two spent the next quarter of an hour working together to clear the rest of the equipment off the floor and stack it neatly at the side of the room. He watched her as she moved – the mats they used for sparring upon weren't exactly light, but she had no trouble carrying them on her own. That again made him question how much stronger she was than she looked, and what level of training she'd actually had in the past. He could see the muscles in her arms tensing and flexing as she lifted each mat, and had to force himself to look away before she caught him staring.

"So…what made you transfer to here?" he asked, partly out of curiosity and partly to break the silence.

"Conflict of interest with my old SO" she replied, shrugging slightly.

"Oh?" He knew there was more to it than that. "Conflict how?"

"We just...had a slight misunderstanding one time, and after that she refused to teach me." She glanced up at him, a trace of amusement lingering in her eyes. He wanted to ask what had happened, but before he got the chance her phone began to ring, and she answered it.

"Clint? Yeah, relax I'm still coming, I'll be there in a bit."

She met Phil with an apologetic look as she hung up.

"Sorry, got to go. Are we doing any other training this week besides this?"

"Yes, we'll meet a couple of nights a week. In fact, I have a timetable in my office for you of when and where we'll meet. I forgot to bring it tonight."

"That's cool" she replied. "I'm heading past there on my way out anyway, shall I grab it?"

"It's locked."

"You got a key? I can just give it back tomorrow?"

He looked at her. An internal debate now rallied through his head – to give her the key or not. Something niggled in the back of his mind that this could be a very bad idea, but he was unsure why. Probably had something to do with the fact she was becoming fast friends with Barton.

She could obviously sense his conflict, and she shrugged.

"Okay, well if you don't trust me with it then you can just try to find me tomorrow or something instead."

The downcast look on her face made his mind up for him, and he reached into his bag and handed her the key. She smiled properly for the first time that day, and he immediately preferred it to the smirk she'd given him so often already.

"Thanks, I won't lose it, I promise. See you tomorrow!"

For the third time that day, he found himself watching her as she left the training room.

It was only later that night he wondered how she had already known where his office was.