HOWDY FOLKS! Hopefully some of you who have been reading this hunk o' junk so far have returned for another instalment. That last spot for a character is still open just so you know. I got so many entries for the girls its ridiculous! I'm getting there slowly though, if you want to add anything to your entries that is totally fine! Just drop what you want in my PM box, it really helps :3


June 31st 2039

Leo De Marvo had always known what he wanted to do with this life ever since he was a little boy. Being the son of two S.H.I.E.L.D field agents Leo's life had been one big adventure after another, his parents hopping from continent to continent taking him and his siblings with them. Of course he didn't go on actual missions with his mother and father, Leo always thought he could help them in some way if they would let him come. Leo would always watch them go with their gear and gadgets, leaving his sister Brigitte and himself imagining who they were going to rescue or what 'bad guys' they were going to bring to justice. Back then he didn't really understand the danger this folks put themselves in for the sake of their country or the sometimes morbid and twisted things they would witness. His mom and dad were his heroes, and they were still to this very day. They were the reason he had accepted the offer to join the S.A, to honor their memory by continuing what they did and help bring a little bit of peace to the world.

Leo strived for excellence in everything he did and he hungered for success. He figured the harder he worked now, the more of a chance he can make a difference later. As he sat at the large red table at breakfast with all of his teammates he was itching to train. It seemed like a lifetime since he had practised with his knives as he had been focusing on his stamina all week, a guilty knot twisted in his gut at the thought of neglecting the one skill his mother had spent hours trying to help him master. Leo stared down at the large bowl of oatmeal and sighed, poking the thick dull coloured substance with his spoon. He always lost his appetite as the days drew nearer to his father's death.

Both Olivia and Charlotte blinked at each other before looking over at him knowingly, Charlotte biting her lower lip with a sad look on her face. Leo could tell the two both knew what he was thinking about. Having been one of the first members of the S.H.I.E.L.D academy Leo had known both Olivia and Charlotte for at least two years now. The three of them were not particularly close at the beginning, but they all had a story to tell. These stories had been shared many a time in those two long years. Leo forced a smile at them, hoping they would just go back to whatever they were doing before. He really, really didn't want Olivia to make him partake in one of her heart to heart talks. Charlotte raised an eyebrow at him before attacking her toast, and Olivia went back to her book. Joel was sitting next to him; the tall boy's bowl was already empty.

"That stuff tastes nasty..." Joel said, pulling a face.

"Then why do you inhale it every morning like you haven't eaten in days?" Charlotte asked him flatly.

"I said it tastes nasty! I never said I didn't like it." The dark haired boy smirked, Charlotte rolling her eyes in response.

Leo chuckled, before shifting his gaze to the newest S.A student at the end of the table, sitting noticeably further away from the rest of the group. Leo's eyebrows knitted together as he watched the boy eat slowly. Nakita had been with them for a week and a bit now, yet he made no effort to socialize. Sure when they were in classes and they were forced to work together he would speak, but other than that he ever uttered a word. Leo was actually a little bit concerned. How were they all suppose to work together well if they couldn't even hold a conversation with the kid?

Nakita reminded Leo a lot of Olivia and what she was like when she first arrived on the scene. She had been very recluse and mysterious, barely talking with anyone. But after the first month or so she had began to warm up to Charlotte and Leo, slowly coming out of her shell. Even now she was still very shy, she preferred to draw or read by herself then sit and talk with him or the others. Although that had not worried Leo as much since he knew Olivia's reason for her hiding. On one occasion Olivia explained with tears in her eyes that her abilities were extremely sensitive, and often she would accidentally read people's emotions. Leo had tried to understand what that must be like, constantly picking up every little feeling without control...but it was a concept the boy had trouble comprehending.

Leo turned eyes lingered over the winged teen in curiosity.

What was his story?

Nakita seemed to feel Leo's eyes on him since he lifted his head up to meet his gaze was a subtle glare. Leo blinked and shot him a broad smile in attempt to appear friendly, but Nakita just grumbled under his breath and finished his food. Leo sighed and turned to Olivia, leaning over the table at little.

"What's his problem?" Leo said to her in a hushed tone.

"He doesn't trust us yet." The brunette whispered back simply as if it were completely obvious, not looking up from her massive novel.

Leo dwelled on her words for a minute, before Charlotte spoke up.

"What do you think Howler has planned for us today?" She said rather dryly, resting her head on her hands.

A groan erupted from Joel as he slapped his own forehead.

"Ugh...I forgot we have combat skills! The guy has it out for me, I swear!" The boy moaned.

"Well, you did throw him half way across the training grounds on your first day." Leo put in with a smirk.

"The dude was creepy. Plus he told me to shut up!" Joel said defensively, leaning back on his chair with a poorly hidden smug smile on his face.

"I tell you to shut up all the time, what's the big deal?" Charlotte said, pushing her flaming red hair out of her face.

"That's totally different!" Joel stammered, crossing his arms. "Point is the guy tried to push me too far when I had spent my life suppressing my powers. It's like he didn't even try to understand that we can't just call on them after pretending to be normal for so long. It's not good for the ol' brain." The boy said sadly.

Olivia and Charlotte let out a sad sigh of agreement. Leo noticed out of the corner of his eye Nakita's head had perked up, suddenly interested in the conversation.

"Who is this 'Howler'?" The blonde asked.

"Agent Howler helps out with our combat and strategy classes. He used to be in the military before he got picked up by S.H.I.E.L.D." Leo explained unaware that his expression had turned sour. When his parents were still alive they had worked with Agent Gabriel Howler a few times, the things his folks had to say about him weren't all that positive.

"He's a bit tough on us..." Olivia added quietly, tugging on the sleeves on her shirt.

"A bit? Howler is crazy! Loco! Kureiji! I doubt he sees us anything but breathing weaponry." Joel explained, waving his arms around for emphasis. "No pain no gain is his motto, I can't even crack a joke without him yelling 'drop and give me seventy soldier!'" The boy huffed.

"The only person I think who actually cares about our well being here is Frank..." Charlotte said, crossing her arms.

"Then why doesn't Agent Savage take us for combat training?" Nakita questioned.

"Because S.H.I.E.L.D thinks Frank hasn't done enough field work." Leo answered him bitterly. Leo knew that Frank had tried to gain approval from the board, but since he hadn't done any field operations in the last two years. What made it worse was the reason he hadn't been doing the dangerous missions that involved the use of combat training was because he was helping to get the S.A program underway.

"That's not a very good reason." Nakita concluded dryly, with his voice still completely monotone.

Leo sighed before standing up and stretching his arms, cracking his knuckles as he did so.

"Well there isn't much point complaining about it is there? We'll just have to take what he dishes out." He said, his brown eyes twinkling.

With a few muffled complains Olivia, Charlotte and Joel stood up as well before they turned to walk towards the door. They were half way across the room when they realized Nakita was not following.

"Nakita? Are you coming?" Olivia asked sweetly, her question was followed by a long pause.

The blonde met the brunette's eyes and Leo couldn't help but notice the flash of emotion cross the boy's face before disappearing with a sigh. Nakita hauled himself up and walked over to the group in silence, before they all turned and continued to the door and through to the hallway.

The young S.A students had already been in their training gear at breakfast, so by the time they had gotten to the large outdoor area they were ready for action. They all stood around on the cold grass waiting for agent Howler to show up. Leo watched as Charlotte paced in front of him, arms crossed over her chest, with an angry look on her freckled face. Nakita was leaning on one of the attack dummies looking even more bored than ever before, while Joel entertained himself by using his powers to push a rock that was resting on the ground back and forwards. Leo was beginning to grow impatient. Agent Howler was never late.

Leo was just about to turn and go ask L.I.S.A if Agent howler was even in the west wing, the man himself finally appeared.

"Ah! You are already here! Good!" Howler smirked, clapping his hands together as he swaggered onto the training field, the two large white doors slamming dramatically behind him. His thin black hair was blown back a little by breeze revealing the man's hollow cheek bones. Leo struggled to believe this man was an ex-soldier. He looked like couldn't run a lap around the track without the wind blowing him away.

Charlotte and Joel immediately stopped what they were doing and stood to attention, and Olivia suddenly faded away behind them. Only Leo and Nakita didn't move.

"What's our exercise Agent Howler?" Leo asked, losing his casual tone and replaced it with a stiff formal one.

"Capture the flag." Howler answered simply, a smirk stretching across his thin face.

Leo eyes bulged as he stared at Howler in utter disbelief. He blinked a couple of times before he looked back at his teammates. They all looked just as bewildered as he was. Howler's lessons nearly always involved hard metal and physical challenges, harsh punishments and penalties. Leo never expected Howler to ever set them a game...let alone something as simple as capture the flag. There had to be some sort of catch to it.

"In that case, I want Leo and Olivia on my team." Charlotte said, cracking her knuckles and gave Joel and dirty look. The boy gulped.

"Now now Miss Douglas I haven't even explained the rules yet." Howler waved his finger at Charlotte before turning his attention to Nakita with a cruel gleam in his eyes. "Since we have a new student among us today, I think it would be suitable with I have you participate in a team building game. All of you will be working together in one team." He said.

"Then...who are we playing against?" Joel asked.

"A few famous field Agents of S.H.I.E.L.D have kindly agreed to be your opponents for today, as it has occurred to me recently you have only ever fought each other and a few test dummies. I thought a change would be entertaining, don't you agree?" Howler explained, before pulling out his walkie talkie and muttered something into it.

Less than a minute a minute later two figures Leo couldn't recognize strode onto the training grounds. The sun reflected off the objects they were carrying, highlighting the deadly point of a lose arrowhead and a shiny metallic belt. As the pair came closer Leo heard a gasp from behind him as his fellow S.A members saw the duo's faces. Leo locked his brown eyes on the approaching opposition and he felt a nervous breath escape his lips. A woman with red hair and an unreadable expression on her face stood next to Howler with her arms crossed. She wore all black; her piercing grey gaze gave Leo the chills. A man slightly taller than Leo soon joined her, his light brown hair was choppy and cut short, his strong arms gripping a metal bow, with all sorts or odd gadgets sticking out of it. He knew exactly how they were.

"Students, may I introduce Agent Romanoff and Agent Barton, Also known as the Black widow and Hawkeye." Howler said proudly, gesturing towards the two.

The black widow's eyes drifted across them all, silently scrutinizing every single one of them. Hawkeye was different; he was looking at the group with a mild look of amusement in his eyes. The Black widow's eyes stopped when they found their way to Nakita, her line of sight lingering there for a few moments. She smirked and said something in a language Leo didn't understand, but it sure shocked Nakita. The kid's eyes went wide and his jaw went slack before he muttered a hasty reply in the some tongue. It was the most expression he had seen on the boy's face in the whole time he had been here. Leo raised his eyebrow at the two before Nakita's wings twitched uneasily and he looked away at the red-haired agent.

"Okay kids, you get around five minutes to talk among yourselves. Our flag is behind us and yours is behind you, just at the end of the field. Get a little plan going...you know, the basics." Hawkeye said, grinning as he clicked a button on his bow. There was a whirling sound and a sharp click as the bow seemed to adjust its length.

Leo whipped around and saw their flag and the distance then snapped his head around to see the two avenger's flag behind them around the same distance away. The whole group except Nakita automatically huddled together to form a little circle.

"Howler can't be serious can he? I mean...they are Avengers!" Olivia mumbled, looking down when Nakita moved over slowly to stand beside her.

"Well they are here aren't they? Plus, isn't the whole point of the S.A to prepare us to be like the Avengers? This is a perfect way to see how they fight close up." Charlotte said with an excited smile.

"Guys! Focus, they are only giving us five minutes to come up with a plan of attack. Anyone got anything?" Leo said, anxiously eyeing his wrist watch.

"Oh! What about we sent fly-boy over? Like, he could just swoop down and grab it before anyone as time to react." Joel suggested in a hushed tone.

"I don't like that idea or appreciate that nickname, Joel. They are two highly trained and experienced assassins who were in one of the most famous super groups of all time. They are not going to fall for that." Nakita hissed at him, his eyes like daggers. "Also, Hawkeye has arrows. I don't fancy falling from mid air and hitting the ground because he pierced my wings."

"Geez, no need for the tone, It was just a suggestion. Take a chill pill 'Kita." Joel said with a smirk.

"Joel, stop it, we need to get serious. He need to think about what they'll do before we think about what we'll do." Leo said, pulling out one of his knifes and playing with it in his hands.

"Leo's got a point; we can't go planning an attack without knowing how they are going to react. Hawkeye is a distance fighter since his weapon of choice is an arrow. But he probably is a really good close range fighter as well..." Charlotte whispered, a loose of auburn strand falling in her face as she leaned into the circle.

"But what about Agent Romanoff? From what I've read she is untouchable..." Olivia chipped in, a worried look on her face.

"Keep a good amount of space from her, I think that is the best we can do about her." Leo sighed, sliding his knife back into his belt. "Don't be so aggressive with her, either. If you get cornered by her play it more defensive instead of trying to land a blow on her. I'm looking at you, Charlotte." Leo said, his eyes shifting to the redhead.

"What? Come on! So I can't fight back if the widow targets me? That's stupid! She would course more damage if I hold back!" Charlotte protested, her emerald eyes flashing dangerously.

"If you are in trouble I will come and back you up, okay? The goal is to get the flag, not beat up the opposition." Leo said warningly, knowing she didn't like one bit of what he said. Leo knew Charlotte all too well. She was stubborn and head strong, with a fierce personality to match. She was like him in many ways, and in the past few years he was allowed to see the softer side of her, a part of her which he had grown rather fond of. But when she was in a fight, that Charlotte he knew disappeared. Her own safety was discarded completely; it was as if the only thing that mattered to her at that moment was defeating whoever she was up against. The last thing he wanted was for her to get hurt.

"I don't need you to come to my rescue, I can handle myself." She snapped back, Olivia flinched beside her.

"Joel, you can help Charlotte if I'm stuck, okay? You have each other's backs," Leo said, choosing not to respond to her. Joel and Charlotte always play fought, but when he and Charlotte argued things got messy. Joel was not a man for conflict and by nature he was the peace keeper, he just liked to stir people for the fun of it, but he never goes that far.

"Nakita, You and Olivia need to keep an eye out for each other." He said, eyeing Nakita and the hazel eyed empath.

Nakita and Olivia both nodded in unison, both of them didn't seem to mind Leo's order.

"Alright, times up!" Hawkeye said solemnly, quickly shifting into his starting stance. His bow was raised carefully in the air.

The black window did the same, her fits lifted and her feet slightly apart, ready to pounce at any moment. Leo breathed in a sharp breath of air, quickly taking two knives of his belt and turning them in his hands nervously. Olivia stood in a typical karate beginning position like always, with Charlotte poised beside her, her eyes gleaming. Joel stumbled to Leo's side with an apprehensive look painted on his features. The only one who wasn't as enthused as the others was Nakita, who watched the two agents across the grounds, looking rather bored.

"Three, two, one...GO." Howler bellowed from the sidelines, signalling that the 'game' had begun.

As soon as Howler had yelled Hawkeye shot an arrow straight at Leo, which he narrowly dodged. Leo automatically flung a knife at him, which he avoided with ease. Leo cursed under his breath before switching to a sprint toward the flag, only to be stopped by an arrow that had been shot deliberately at close to his feet. Leo turned to see Joel being attacked by Agent Romanoff, struggling to bypass her kicks and strikes. Leo knew Joel was used to Charlotte speed, which was quite fast, so he was able to deflect a few strikes...but the black widow was faster. Leo watched as Joel trusted his hands forward like he was slamming some invisible wall. I ripple of an unseen force radiated from his palm and sent the assassin flying through the air. The strength of the force made Joel skid back, but he kept his footing.

Leo sighed in relief that Joel managed to get some distance between him and his attacker, before he saw another arrow flying toward him, piercing the air as it did so. Leo reached the fastest he could and ducked, taking his trusty blade and smashing it against the arrow's base as it glided over head, which pushed it to the ground and out of the sky. Leo smiled a little, a wave of confidence flooding over him as he curled his fingers around another knife, now once again he had one in each hand. His sadness from this morning was now forgotten as he charged boldly at Hawkeye, focusing on the sound of his feet slamming against the dirt before swinging his arm and throwing another knife at the famous archer.

"Hey! Joel! Guard our flag!" Leo yelled, his eyes not leaving Hawkeye.

Hawkeye caught the knife by its hilt and threw it straight back, this time it was Leo who caught the blade. Leo ignored the small cut the knife left and attempted to throw a punch at the avenger.

"You got some slick moves kid, I'll give you that." Hawkeye said with a smirk.

Hawkeye sidestepped and used his bow as a weapon, smacking Leo hard in the back. Leo let out a tiny cry before recovering and made another attempt at striking the agent. 'I just need him to keep focusing on me, and he won't have time to aim at anyone trying to retrieve the flag,' Leo thought to himself. 'That way we have only the widow to worry about.'

Leo continued to try and land a hit on the archer, even though he knew it was no use. Leo thought he had Hawkeye's undivided attention, but the archer had a few more tricks up his sleeve. In one swift motion the man turned, kicked Leo in the gut, and took his arrow and aimed at Nakita, who along with Olivia and Charlotte was trying to keep the black widow away from Joel and the flag he was guarding. Leo's eyes widened.

"Nakita look out!" He shouted, before trying to take another jab at Hawkeye with his knife.

Nakita turned just in the nick of time and shot into the air, causing the arrow to miss its intended target. There was a sharp scream, and Leo craned his head around to catch a glimpse of the source of the noise, his heart starting to pound. Olivia was lying on the ground, hugging her knees. He knew the two agents wouldn't hurt one of them on purpose would they?

Everyone on the training ground stopped, and Hawkeye lowered his arrow, shock spreading across his features. Leo gulped and stumbled towards the group of people at the far end of the grounds who were now crowding Olivia. The arrow hadn't hit her, did it? Leo jogged over and squeezed in beside Charlotte who was looking down at the brunette in a mix of awe and horror, gripping Joel's shoulder. There was no sign of blood or injury on his teammate, which made it all the more worse.

Olivia was mumbling to herself as she rocked back and forwards, her hazel eyes had glazed over. Leo felt the hairs on the back of his hairs stand up as he reached his hand out hesitantly to her, in order to offer her a hand up.

"Don't touch her." Nakita snapped, Leo hadn't even noticed how the winged boy was standing close to her protectively. Since when was he so concerned with Olivia?

"Fire...so much fire...So much...it's the beginning...I...he can't die..." Olivia whimpered, her tiny arms shaking.

A haunting silence draped over the field like a blanket, everyone including the two Avengers watched as Olivia's gaze went back to normal and she burst into tears. Nakita didn't seem to know what to do with himself, as Leo noticed his hands flinch a little at his sides. Olivia scrambled up and rushed past Charlotte and Leo, shoving him on accident as she fled with tears in her eyes. Leo watched her go, catching Charlotte's arm when the redhead tried to turn and follow her.

"Just leave her be for now..." He muttered, before Charlotte roughly shook her arm out of his grip.

The group stood there for what seemed like forever, when Agent Romanoff spoke up. "She is the empathy I am guessing, the one that has the visions?" She asked voice emotionless.

Charlotte nodded. "She hasn't had a vision in a very long time...she never really sees anything unless someone's life...life is in danger." She explained sadly.

"Is she going to be alright?" Nakita asked, staring in the direction Olivia had ran in.

"No. She won't. Not for days." Charlotte snapped, her face shifting from sorrow to frustration. "Not unless we can speak with her." She shot Leo a filthy look.

"What happened the last time she had a vision...?" Nakita asked hesitantly, his voice had long lost its harsh and cold tone.

"Someone died. That is all she will tell us." Leo sighed, clipping his knife back onto his belt.

"On another topic, looks like Agent Howler left during the game." Agent Hawkeye said quickly, looking at Agent Romanoff.

"We'd better go inform him that his little exercise ended earlier than expected." She said with a nod before turning and walking towards the doors they had entered through. Hawkeye sighed, holding out his hand for Leo to shake.

"Good job kid, you got some potential...make sure the girl's alright through, would ya'?" He said as Leo shook his hand. Meeting his eyes Leo could tell he was genuinely concerned for Olivia. Leo nodded and realised his grip, and Hawkeye turned and jogged to catch up with the other Avenger.

Leo looked over who was left behind, running his fingers over his short hair. He hated it when everyone went silent, it was unbearable. Nakita was still gawking in the direction Olivia had fled and Joel was standing there awkwardly next to a fuming Charlotte.

"Did you...did you hear what Olivia was muttering back then?" Joel spoke up, kicking some dirt, still panting a little from the previous activities.

"Yea, it was...slightly disturbing. She has mentioned a couple of times what she gets like when she sees things but I guess it isn't so frightful until you witness it." Charlotte admitted as her mood changed.

"It was freaky but, did you hear what she actually said? About the beginning and fire and stuff? That is what got me..." Joel agreed, staring down at his feet.

"God, She must be freaking out...I don't care what you say I'm going to check up on her." Charlotte stated, before turning on her heel and started walking off.

"Hey! Charlotte wait! She might still be a bit messed up! Just give her a little while longer." Leo called, scrambling after the green eyed girl. Charlotte didn't respond.

Leo looked back at Joel desperately, silently pleading for him to back him up. Joel chuckled shakily.

"I know what you are trying to do, and it's a no. The girl will bite my head off! You know it is impossible to change her mind." Joel stated in a matter of fact type of voice, before resting his hands behind his head. "I don't know about you two, but I could really go for some ice cream right now." He said, grinning at Leo before turning and strolling away, whistling away.

Nakita and Leo stared at each other, then at Joel, then back again.

"Hey? You two comin'? I know where cookie leaves the keys to the freezer...you up for a kitchen raid?" Joel said from over his shoulder, Leo could practically hear the devilish smirk in his voice. Nakita shrugged but hovered to catch up, the normal dull looking expression returning to his light features. Leo lingered back a little longer, watching as Charlotte's figure faded into the distance, the sun's gentle rays made her hair look like ablaze. He sighed, before jogging over to the other two teenage boys to begin planning their ice cream heist.


Well...Tah duh? I am sorry for the spelling and grammer mistakes. I didn't proof read because I am lazy. :#

I know it wasn't that exciting but I promise it will be more thrilling in time! but for now TELL WHAT YOU LOVED AND WHAT YOU HATED. Hey, I has a crazy idea my pretties...I was going to make a character playlist! drop me a song that you think suits a particular character for ten points and a cookie! you get another cookie if you can explain why it suits them ;D

untill next time kids!

getchagameon out!~