A/N: This one's a little shorter but the next one is almost ready (and is longer!). Please excuse any mistakes I make military wise. I've tried to google as much as I can, but I'm sure there's always more to learn.

A/N2: The song for this chapter is O-OH Child by The Five Stairsteps.

A/N3: Thanks again for all your support :) Y'all are awesome!

Chapter 3: A Charmed Web She Weave

"How's your girl doing, cheese?

Melinda plopped down in the seat across from him with a small container of Greek yogurt. Phil glared at her as he finished chewing his bran muffin, and sent one last longing glance at the plate of chocolate chip muffins nearby. He ignored her teasing remark and swallowed.

"She starts OCS* in two days. Apparently she's already passed all the aptitude and fitness tests with flying colors."

Melinda nodded and scraped the spoon across the bottom of the container with a thoughtful look on her face.

"Has Fury said anything?"

"He wants to keep apprised of her progress. He's seemed interested, but with that man you never can tell for sure."

Melinda grinned, and the look in her eye made Phil watch her warily.

"Whatcha get her for her birthday?" she asked innocently.

"What makes you think-" Phil was cut off when she leveled her expression.

He sighed.

"Flying lessons. I figured she could get a head start on her pilot's license."

Melinda let out a low whistle.

"Damn Phil. This one did hit ya hard."

"I know a guy," he responded with a shrug. "Besides, I don't think she's ever gotten a birthday present before."

He paused, and the mood dropped.

"And after all we've seen and done, it's nice to make a difference that's acknowledged," May finished seriously.

A shrill beeping interrupted, and Phil glanced at his watch with a groan. They stood up in unison and dropped their trash in the receptacle.

"Another day, another assignment," he said with a sigh.

Before turning the corner, May called out to him.

"Don't worry Coulson; I got her something too."

With a wicked grin, May headed towards her desk, leaving Coulson to slightly fear what his partner had done. He pushed the conversation to the back of his mind and steeled himself to meet with Alexander Pierce and Nick Fury, and strode towards Pierce's office.

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It had been a long day, and Phil was honestly relieved when he signed his last requisition form for the day. He stacked up the file folders on his desk, grabbed his keys, and headed towards the garage by way of May's desk. She was waiting for him, leather jacket in hand. He smiled wearily, and escorted her towards her car.

"In this traffic, it'll probably take me an hour to get to the base. Let's say we meet at Jerry's in two," Phil said.

Melinda agreed with a nod and was gone.

Phil sighed and eased his car out of the garage and into the growing rush hour traffic. When he finally pulled into Quantico, Maria was waiting for him. Her back was against the wall and she stared out into the darkness, her hands crossed against her chest. A few groups of other people milled about as service members brought their families for on base celebrations. He had to smile at the young boy dressed like Captain America. Maria's head lifted when she noticed the headlights, and she turned to the car with an appraising eye before heading towards the passenger door.

"Happy Halloween," Phil greeted with a smile. "I'm glad you were able to get away for a few hours."

"Me too," she said with a faint smile. "So, where are we going?"

Phil shook his head.

"Nope. That's a surprise!"

She rolled her eyes and let out an exaggerated huff. Out of the corner of his eye, Phil saw her hide a smile as she relaxed into the seat. He was sure she was mentally calculating the turns and direction they were heading while probably forming some sort of mental map.

"How do you like Virginia?" he asked as he merged back onto the interstate.

"It's okay," she replied. "I like my jujitsu class. I did make some jarhead mad, though. Apparently, I broke his record on the track."

He smiled, and caught her eye. She looked away, watching the scenery flash by the window.

"You better not be taking me to some stupid Halloween party, Coulson," she said after a moment.

He gasped in mock anger.

"My dastardly plan to make you wear a tiara has been ruined," he retorted stoically.

"A tiara? Seriously?" she said with a raised eyebrow.

He just laughed as they pulled into the parking lot. Maria glanced at the place with a critical eye, and inclined her head ever so slightly.

"You're not a vegetarian are you?" he said with a moment's concern.

"God no," she said as they headed to the door of the steakhouse.

Melinda met them at the door, and Maria's expression softened.

"May," she said in greeting.

"Hill."

They were quickly shown to a table, and Coulson waited until they had ordered before turning to the brunette.

"Happy Birthday," he said as he and Melinda slid cards over to her.

Maria stiffened, her face closing off as her eyes darted between him and May. Nothing betrayed the turmoil she was feeling on the inside as she slowly reached for the first card. She edged her finger under the seal before removing the card slowly. She read the card in its entirety before glancing at May with wide eyes.

"You can't be serious," she said.

Melinda smiled a half smile.

"It needs some work, but it's drivable now. It's been sitting in my garage for the past six months, and I'll be out of town for the next few months on a work assignment."

"The Ducati?" Phil asked with a smirk.

Melinda rolled her eyes at him.

"It's not doing me any good, and she needs something to get around."

"Thank you," Maria replied after a few minutes of stunned silence.

Her hand trembled slightly as she reached for the second card. She read it in silence, and quickly stood other two watched her head towards the bathroom, and Melinda put her hand on Phil's arm when he made a move to follow.

"Give her a few minutes."

Their steaks had just arrived when Maria arrived back at the table. She apologized for her disappearance, her eyes downcast as she started to cut her steak.

"Thank you," she said softly.

She raised her eyes, and Phil caught a shimmer of emotion in her eyes before she regained her composure.

"It's just... I've never.." she stopped, at a loss for words.

"It's fine," Phil said and held her gaze with a smile.

The conversation lightened, and turned to Maria's upcoming courses with Melinda and Phil both weighing in on the pros and cons of various weapons and fighting styles. Hill smiled a few times, but still held herself slightly aloof from the playful banter and easy conversation between the two partners. Another hour passed, and Phil moaned that they needed to head out since tomorrow would be another early day. Melinda placed her hand on Maria's arm in a silent goodbye and a rare form of affection, before downing the rest of her beer with a wave.

"Thanks for dinner, again," Maria said huskily as the two stood up and headed back to the car.

"I'm sure there were other ways you could have spent Halloween, so-" she started before Phil cut her off.

"We wanted to take you out," he said gently. "Everyone needs a good steak on their birthday."

She tilted her head as if slightly puzzled, a small frown playing across her features as they both buckled up. He briefly noticed the two cards clenched in her right hand, but wisely didn't say a word.

"May and I are headed out of the country on a work assignment for a few months," he said before starting the car. "You'll have to join us for dinner when we get back in town."

"I'd like that."

They drove quietly, the radio playing a soft classical piece. The drive back to base was littered with glowing jack o'lantern's and children dressed up in colorful costumes while watchful parents stood behind them. He heard a soft sigh, and turned to look at the girl beside him. Her eyes studied the spectacle with an almost wistful appearance before looking down at her lap. The car slowed to a stop, and she looked up at him, any trace of wistfulness long gone.

"There's an extra key to my house in the cup holder for you," he said and motioned to the small silver object. "In case you need a place to go off-base if you're granted liberty or anything."

He didn't mention the violin, but was sure she understood. She reached forward and slowly picked it up, her fingers running over the rough edge before tucking it into her pocket.

"Why are you doing this?" she said after a beat.

His face must have revealed the confusion he felt because she continued speaking.

"You found me on the streets, and I sure as hell am not Cinderella. I'm just a nobody-"

He whirled around in the chair and caught her hand in his own.

"Don't ever say that."

His voice was rough, and despite the faint blush he was starting to feel on his face, he continued.

"There's something about you, MK. I saw it, May's seen it, and others will too. You're going to go far. You have an uncanny knack for reading a situation and devising I'm sure at least three plans for what move to make next. That's a command trait, and it won't surprise me in the least if you're my boss one day."

He could feel the warmth of her hand in his and was surprised when she didn't pull back right away. Her eyes flickered down to their joined hands before moving up his face. Her gaze was sharp, unwavering.

"What did you call me?" she asked quietly.

"Uh," he had to rethink his words for a moment. "MK."

She pursed her lips, and squeezed his hand before slipping hers out of his.

"I like that."

She suddenly leaned forward and brushed her lips against his cheek in a soft kiss.

"Thanks, again," she said before slipping out of the car, two rectangles of paper in her hand.

He swallowed hard. He could still feel the slight tingle where her lips had met his skin. He watched as she disappeared up the stairs and around the corner, and he slowly let out the breath he didn't even know he was holding. He drove home lost in thought, and slightly disappointed for the first time with the thought of a mission. He grabbed a beer from the fridge and stared at the bowl of leftover spaghetti gracing the shelf. Picking up his phone, he dialed with one hand and popped the cap of his drink with the other.

"May? I'm in trouble."

*OCS: Officer Candidate School