May rubbed at her eyes, the need for sleep clawing at her but she couldn't, not here, not alone. She wasn't sure how long it had been since she had last seen the strange young man who was her captor. All she knew was that it had been dark when she helped patch his ribs, the sun had risen, the day had progressed, and now it was getting dark again.

She had long since ceased being interested in the text book. When no crossword held her attention she had even flicked through the stupid comic books, rolling her eyes at the Steve Roger's origin story of a skinny kid with a heart of gold who kept getting back up. She wondered how much of it was real. She of course knew of Captain America's heroics during the war but didn't know much about who he was prior to the super soldier treatments. She suspected the comic book version was apocryphal; it was a nice story for kids but, in her experience, heroes like that weren't real.

Even if some scrawny punk wanted to try and act like it.

As the winds picked up she wondered, not for the first time, if Coulson had been caught or injured and had been unable to tell anyone she was here, stuck in this stupid makeshift prison. Maybe he just forgot about her, or leaving her here was some kind of demented plot. Maybe this was actually a whole different kind of test. There never was any wargame, Coulson wasn't a Cadet, but rather an operative specially tasked with evaluating her reactions to the situation.

She banged her head back against the wooden stakes of her cage.

When the weekend started the worst thing she feared was failing. Now she was starting to think that was an overly optimistic possibility.

A few minutes after the rain started, further convincing her she was cursed, footsteps returned above the pit. This time she didn't care what anyone thought. "HELLO! HELLO! CAN YOU HEAR ME?"

"Of course I can." Phil's face appeared above her, pulling back the camouflaged netting.

He was obscured in shadow but she was almost certain there was at least one new bruise marring his features.

"Time to go." He threw something down.

Bending over she picked up what she realized were a pair of her nylon wrist restraints. "You have got to be kidding me. No way!"

Above her, Coulson shrugged, "Fine. I was thinking it would be cruel to leave you out here in the approaching storm but if you'd rather stay…."

Suppressing a shiver she cut him off, "Okay, Okay. But I'm putting them on in front."

"Whatever." He disappeared for a moment, reappearing with the ladder, lowering it next to her.

Even with her bound hands, May wasted no time scrambling out of the pit. Facing Coulson, she waited.

"Okay then." He smiled at her, "Let's go."

He headed out parallel to the tree line, away from where the Ops van was waiting. "Where are we going?"

"The bunker." He pointed ahead.

She felt her eyebrows arch, "You're tapping out? What about the rest of the Comms kids?"

"Dunno." He shrugged, "I talked to all of them, gave them all a chance to a fair game. All I could do."

As her eyes adjusted to the darkness she was able to see him more clearly, his right eye nearly swollen shut.

"You run into Taylor again?" She pointed to his eye.

He cleared his throat, looking to her with a grimace, "I fell out of a tree."

"You…?" She closed her eyes, exhaling, "You're pretty bad at this, you know? Who needs an enemy when you can do a number on yourself without any help?"

The only response she received was a quiet huff and sideways glare.

She watched him walking for a few paces, letting him get a step ahead. The limp from his sprained ankle was worse than before. He was hunched, favoring his left. Even with her hands bound it should be no issue to overtake him; she wouldn't even need to hurt him.

He stumbled and she moved quickly to help steady him.

"Yep." He muttered, "Oxfords are not good shoes in the mud."

She rolled her eyes, "It took this experience for you to realize that?"

He sighed, coming to a halt and closing his eyes, visibly bracing himself.

"Coulson…Phil…" Situating herself on the edge of his personal space, she lowered her voice and pushed back her shoulders, accentuating her curves, "I think I've put up with being shocked and held prisoner pretty well."

He open his eyes, blinking at her proximity. His adams apple bobbled as he struggled to pull his eyes up to her face, swallowing before admitting, "I am quite grateful that it was you I found first and not some of the others."

She smiled. Perfect. She leaned in a little more, "Well… Seeing as we are ultimately on the same side, maybe I'm owed a favor?"

"Uhhhh…" He swallowed again, eyes darting in a dozen directions before locking to hers, "Yeah…okay, what?"

"Hear me out. Why don't you let me bring you in?" She did her best sultry smile, "You did your hero thing, reaching out to everyone on your team. Very impressive." She bit her lip as she watched his pupils dilate, "But it's still a long walk to the bunker and the rest of the Ops Cadets are still out there, hunting you. The Ops Van is much closer. I can get you there safely without some painful trek to the other side of the woods."

He tilted his head, breathing slow, "So you want me to release your restraints and follow you to the van instead of continuing to the bunker?"

"Yeah." She nodded, closer still, "What do you say?"

His face crumpled in amusement, grin widening, eyes dancing, "What makes you think I would accept that deal? Because you played nurse maid and are extremely hot?" He snorted, "No way. I busted my ass and kicked yours; I'm claiming my victory." He looked at her, "And don't you once think I'm underestimating you. Pull a move during this walk and I'll shock you all over again, only this time I'll leave you in the rain."

Her eyebrows arched up her forehead and her jaw dropped.

The smile had never left Coulson's face and he dropped right back into his jabber, "But really, it's too bad, I like these shoes. I wonder if they have dress shoes that have better soles. You know in the 1950s the SSR had shoes with all kinds of features; secret compartments, transmitters, even a camera…"

She let him drone on, not really listening but fascinated none the less. She could not get a read on this guy; she had been certain she would be able to manipulate him. She had not been prepared for the preservation of his self-interest and subsequent dismissal.

He had even brandished that damn immobilizer and promised he was not underestimating her. In a way she appreciated the respect, but she also knew he wasn't fully aware of her capabilities. Now that she knew what the gadget was she wouldn't be caught unawares again.

As they trudged along she found herself wondering about the preservation of her own self-interest and how much she really cared about a stupid letter grade. Each time she considered making her move she found some reason to talk herself out of it. Before long they were nearly to his destination and the window of opportunity to take him down was closing.

She was so focused on working out her conflicting thoughts that she almost didn't hear the thud of two tactical boots dismounting from a perch. She looked up in time to instinctively step in front of Coulson before Taylor stepped out of the shadow of the trees.

"I'm glad someone finally nabbed this gu…" Taylor started, voice boisterous, until his eyes darted down, taking in the restraints on May's wrists. "Are you kidding me? What the hell May?" He scoffed, "Whatever scam you're running, you're heading the wrong direction, the van is back there."

"No scam." Coulson elbowed around May, "I captured her and now I'm bringing her with me back to the bunker."

Taylor threw his head back and laughed, "Buddy, you might be a pencil neck but you don't seem to know much; You're not bringing anyone anywhere. If she's following you it's not because of something you did or threatened to do."

He stepped to May, bending his neck down to look at her face, "I'm just trying to figure out what you're up to." He smirked, muscles taught and flexing under his tight black t-shirt, "Unless you like being tied up…"

"Wow." Coulson snorted. Taylor looked back to the shorter man who was making an exaggerated point of rolling his eyes, "Cue the over the top villain dialogue. You sure you didn't mistake this for a Hydra academy?"

Taylor's eyes darkened and in a second his hand was around Coulson's neck, pinning him to a tree. "Who the hell are you calling Hydra you parasitic welch? When Red Skull was stoking the Nazi flame who do you think it was who stomped them out? Sniveling little analysts sitting behind their desks playing with toys? No. It was warriors like Bucky Barnes and the first Howling Commandos who stormed fortresses and stomped on the necks of the enemy."

Coulson's face was getting red and he writhed under the hand at his throat.

Taylor smirked, "Look at you. What the hell were you playing at all day? Getting in the way, tipping off everyone else and yet now, at the end of it all, here you are, alone and you're not squirming away from me this time. The only question is who is going to be bringing you in, me or Cadet Rice here…"

"He's my target." May spoke quietly, through clenched teeth.

"What?" Taylor turned to her.

Instead of repeating herself she spun into a forward roundoff, kicking Taylor's arm and freeing Coulson to drop to the ground. Taking advantage of Taylor's surprise and disrupted balance, she launched herself, grabbing an overhead branch and locking her thighs around his neck, pressing and twisting until his eyes rolled back in his head and his knees buckled.

Dropping from the branch she cracked her wrists, bending her double joints out of the nylon restraints and using them to secure Taylor's hands behind his back.

"I said…he is my target." She whispered in the ear of the unconscious cadet before straightening and holding a hand out to Coulson who had remained crumpled at the base of the tree. "You okay?"

He blinked up at her for a dumbstruck moment before accepting her hand and pulling himself back up. Looking down at Taylor's inert form, his shoulders stooped. "Okay…" He exhaled his concession.

"What?" May's brow tightened, not certain why being rescued from a death grip had rendered the man in front of her cheerless.

When he pulled his eyes up to meet hers they were despondent. "I figured there was a chance that you could still do something with your hands tied, I just didn't realize how much of a joke it was." He looked down again, "You've been playing with me the whole time and it's okay, I get it and I appreciate you preventing him from killing me, but I'm done now. I'm tired, no more games. Just take me where you need to go and let's have this whole thing be over with before any of the rest of your classmates show up."

Melinda frowned. "You're giving up?"

"It's not giving up if I've already lost." His eyes looked back at her with steady earnesty. He tilted his head to the side and the corner of his lips ticked up, a hint of that damned smirk, "You're a good person; I'm glad you'll get the only point for Operations."

"The only point?" She repeated, "I thought you weren't sure everyone else got out."

He shrugged, "I may have undersold it. They got out."

She bit her lip. This guy stunned her, tossed her in a pit and held her captive for 30 hours. He was annoying and awkward and naïve. And he was her ticket to the only passing grade in the class. After sitting alone with his stupid comic books she deserved it.

But she couldn't bring herself to move. He'd had the opportunity to be one of the only, if not the only one of his class to make it out of the weekend with a passing grade. He had seen past the presented assignment and prepared for the actual objective. Instead of accepting the first opportunity for victory he had gone off to warn the others; went back out even after getting his ribs kicked in.

This wasn't even supposed to be a team exercise.

Right?

The cut on his head had reopened, blood matting his short hair. She sighed. "Can you make it to the bunker on your own?"

He frowned, "What?"

She crossed her arms, "You look like you're about to fall over at any minute. I have no desire to carry your ass all the way back to our relay point. Your bunker is closer."

"I can walk…" He straightened, "I'm saying you can take me in; I won't resist."

"And I'm saying I. Don't. Want. To." She re-did her ponytail while she spoke, trying to project as much indifference and annoyance as possible, "So why don't you take your scrawny self back home and I can go back to pretending I never met you."

He blinked three times, jaw shifting as he worked out what she was saying. A slow smile grew until he was beaming, his eyes light. "If you insist."

"Trust me. I do." She drawled.

He nodded, one last look at Taylor, "Professor Wen's mixed martial arts class?"

"How about you try for a push up first." She snarked.

His grin just grew. "Okay then. See you around, Cadet." With a final bounce of his eyes, he turned and limped the rest of the way to the edge of the forest.

May stood back, watching as he crossed the field to the Academy bunker.

Taylor may have been right that it didn't always make sense who S.H.I.E.L.D. put in charge of teams but if in the future she had to end up working under someone from the communications division she supposed she could do worse than someone like Phil Coulson.