A/N: Here you go guys- the much awaited flashback, atleast the first half of it. It became so long that i had to split it into two, but I promise no cliffhanger this time. If you have any questions with continuity, dont hesitate to PM me :)

Just a quick note- Idk if you remember but Coulson and Maria are telling the flashback, but I've written it entirely in Maria's perspective. Don't worry, ill connect it later on :)

As usual, thank for all the follows, and favorites and such. Responses to reviews at the bottom :)

WARNING: I have references to sex and one thing about sexual assault in here- so now you know.

DISCLAIMER: I don't own any recognizable characters except Will and Kate.

CHAPTER 8: The Good Old Days


December 2004

The first time Maria had ever seen Peter Parker, aka Spider-Man, aka her future fiancé, she judo flipped him over her right shoulder and calmly stepped away ignoring the looks of disbelief on everyone's face.

She totally had a right to do this. She had stayed up the night before studying for her stupid Extraterrestrial Creatures exam because there were just so many alien critters out there, and it was difficult for even Maria to memorize. So Maria desperately needed her coffee to stay awake during her exam. She had rushed to the cafeteria for that heavenly bitter nectar and finally reached the coffee machine.

She filled the cup to the brim and pressed a lid on the coal black liquid. Maria didn't like any of those sweeteners or cream. She inhaled the fresh scent of it, and took her first sip of the wonderful drink. Regrettably, that was the last sip she took, because just then some random dude bumped into her making her spill her heavenly drink.

It was like her entire world went red; she blamed it on the sleep deprivation. And he didn't even apologize, which only added fuel to the fire. So she grabbed him and judo flipped him. Understandable, right?

She stepped over his body on the floor and the line for the coffee machine parted before her, like she was Moses. She grabbed another extra large cup and filled it to the edge and snatched a banana before walking out of the cafeteria, with a satisfied little smirk, because the last she saw the idiot who had dared to bump into her, he was still on the nasty cafeteria floor.

:~~:~~:~~:~~:~~:~~:

Maria did very well on her exam, thank you very much. Right after, she went to lunch with Kate, a fellow recruit of hers, and dear friend. They both grabbed lunch and the closet table that was empty.

"So," Kate said as she unwrapped her sandwich, 'I heard you judo flipped someone this morning."

"News does travel fast in the Academy." She continued at the sight of Kate's questioning eyes.

"He made me spill my coffee and I got mad."

"Hard ass Hill strikes again." Kate said as she stole a fry from Maria's tray.

"And she won't hesitate to attack her fry stealing friend," Maria retorted.

"Don't worry, fair maiden. I'll save you from her," Will drawled as he took a seat next to Kate. Maria noticed the faint blush on her friend's cheek but she didn't say a word.

"I don't need saving," Kate bit out and the two began to bicker like usual. Maria idly wondered how long it would take for them to start dating, as she finished up her sandwich and watched their entertaining argument.

"Come on, you two. We have to get to Defense class." Maria interrupted. Kate pouted but acquiesced. The trio quickly left the cafeteria hoping they weren't late, because Professor Harris was a bitch about punctuality.

A half an hour later, Maria had mastered the new defense move of the day and was currently kicking Will's ass as Kate watched on. Suddenly, the door opened and the class fell silent. Maria didn't realize what was going on until she saw the shock on Will's face and turned to the door to see the Director of SHIELD standing there with the guy that she had judo flipped in the morning.

Oh she was so in for it now.

"I don't recall telling you to stop." Professor Harris snapped and so the class started practicing again, though quieter than before, as everyone was straining to hear that conversation.

"Wasn't that the kid you beat up earlier this morning?" Will asked, and Kate turned to catch a better look at him. Maria responded through gritted teeth and she readied a right hook.

"Yeah."

"Man, you are so screwed." Will said, dodging her flying fist.

"Probably."

But later, after the conversation between Director Fury, Professor Harris and the Judo Boy (well she didn't know his name), she could have sworn that Nick Fury shot her a smile and a wink as he swept away in his leather. So did Judo Boy.

:~~:~~:~~:~~:~~:~~:

"So you know that Judo Boy is my new roommate right?" Will asked, a few weeks after the coffee incident. He stretched on Maria's bed, knocking her stuff on the ground.

"What?" Maria asked. "And get off my bed, I don't want all your sweat all over it."

"Yeah, his name is Peter Parker. Came here to SHIELD Academy right in the middle of his master's degree. Well, he had only started it three months ago, so not exactly the middle." Will said, as he jumped onto Kate's bed instead.

"Hey, I don't want your musk on my bed either!..I wonder why he came with Fury," Kate said.

"I'll have you know that my musk could be bottled and sold-that's how it good it smells." Will defended. As usual, Maria ignored their bickering. She really couldn't wait for them to bang each other, maybe that would reduce all the conflicts.

"He must be gifted or something, or else why would Fury personally escort him to the Academy?" Maria asked.

"I think you're right. He always knows who's coming to our room, five minutes before they arrive. It's crazy. And he always knows when something is about to go wrong. "

"Maybe he's just perceptive," Kate added.

"But he has insane reflexes, and almost god like strength." Will countered. All of them fell silent as they remembered the defense lesson a couple of days ago, where Peter kicked Professor Harris's ass with some insane parkour and little exhaustion.

"Well, gotta go. Priya has been giving me vibes lately." Will wiggled his eyebrows and walked out of the room. Maria pretended that she didn't see the disappointed look on Kate's face and watched as Kate picked up her pillow and sniffed it.

"He could never bottle it. It smells like shit- actual dog shit. A landfill would smell better." Kate muttered and Maria locked eyes with her. Suddenly, she laughed, deeply and wholly, a laugh that was so infectious that had Kate joining in until they both somehow landed on the floor, laughing their hearts out and with tears streaming down their face.

:~~:~~:~~:~~:~~:~~:

March 2004

Maria saw Peter occasionally here and there but never talked to him. She hoped that it would stay that way because otherwise he might tip her off to Fury for assaulting him. But she had go to Will's room to get her Intelligence notes that Will had stolen the day before, and didn't realize that Peter might be in the room, until he opened the door, all shirtless and sweaty.

"Oh, it's Judo Flipper. Maria, right?"

"Yes. Is Will around?" Maria asked, frankly trying to prevent her eyes from dipping lower than his neck. She ended up doing so anyway; it's not like she could help herself.

"Nope, " Peter said with a grin. "Checking out the merchandise?" He asked, but his eyes flittered and Maria knew he was trying to hide something.

"My grandmother had better abs than you, god rest her soul."

"Oh, ouch, that really hurt. Really that stung. I'm going to need some aloe vera for that. You mind getting me some?" He asked, as he subtly tried to close the door on her. Maria put her heel between the door, preventing Peter from doing so.

"I need the notes Will stole from me, so let me in."

"Can't do that."

"Why not?"

"Ummm..." And Maria wanted to mentally smack herself , as she put the clues together. He didn't want to let her in, was shirtless, and sweaty. There could really only be one reason for this.

"Oh my god, did I just interrupt you during sex? There's a reason people put ties on their doorknob. We could have avoided this."

"First you assault me, now you claim that I was having sex. No, that's not what I was doing." Peter retorted.

"Well, were you masterb-"

"No, I was not! Now let me get you the notes before you taint my reputation further!" Peter slammed the door in her face, and opened it a crack about thirty seconds later with the notes in his hands.

"You know, I don't judge..." Maria started.

"I am not having this conversation." Peter said, and slammed the door again.

"Thank you!" She called, and heard a grunt in response. Maria quickly retreated but couldn't help her giggles along the way, which eventually turned into laughs as she retold the story to Kate and Will.

Later though, when she picked up her notes to study, she couldn't help but realize that they were covered in cobwebs.

:~~:~~:~~:~~:~~:~~:

May 2004

Soon Peter became an enigma to Maria, one that she was motivated to solve. No one knew where he had come from or why he was at SHIELD. Adding to the intrigue was the fact that Peter wasn't attending defense class anymore, which Maria suspected had something to do with the fact that he kicked Professor Harris's ass. (Which was something that should not have been possible).

Fortunately, Will had developed the strangest bromance with Peter which meant that he increasingly spent more time with Kate and her. This gave Maria more time to observe him.

Peter was skilled; she'd give him that. He had unbeatable reflexes and strength that gave Maria

chills. Which was how she knew that he was hiding something from his past.

Maria understood that. She was hiding from her own past, something she'd swore to keep in the shadows. But that didn't mean her curiosity was satiated. Eventually, Maria did get to know the circumstances that brought Peter to SHIELD Academy, and maybe that's when she fell in love with him.

:~~:~~:~~:~~:~~:~~:

He was in the gym, parkouring around and striking a punching bag. Maria cautiously stepped in, taking care to make no noise, like a cat quietly stalking her prey. Her discretion proved futile as Peter tensed and Maria knew that she had been caught. She still didn't know how Peter did it; it was like he had eyes on the back of his head, but that wasn't why she was here.

She had noticed something different about Peter this week. He had become distant and reserved instead of being his usual jovial self, and lashed out at others. She didn't want to ask him about it until today, when he yelled at Will and rushed out of the room.

"Are you ok?" Maria asked, and Peter finally stopped attacking the bag to look up at her. His eyes were bloodshot from fatigue and there was an infinite depth to them, like he was drowning in his own memories.

"I'm sorry." Peter quickly muttered out.

"There's nothing to apologize for. It's obvious you're mourning and that's something and Will, Kate, and I, well, we recognize and understand it." Peter looked up with questioning eyes, and Maria instantly knew how to get him to share. It was the same way Will and Kate had gotten Maria's story out of her own volition. You always had to give something to get something. She sat down on the closest bench and motioned for Peter to join her, and he obliged.

"Will's parents were both SHIELD agents. They were partnered up for a mission in Iran, and it went bad. They both passed away when Will was 13. He couldn't even get their bodies for a funeral. Just two tombstones, and only he knows that there's no one listening to him." Maria recalled.

"Kate was sexually assaulted by her mother's boyfriend at 16. She went to the police to file a complaint and to the hospital to get herself checked, but when it actually came time for the case, her mom defended the boyfriend. The case was thrown out. She told me how helpless she felt after that, how she hated that she couldn't protect herself. So she ran away, and Coulson found her just like he found me." Maria finished.

"And you?" Peter asked. Third time's the charm, Maria thought in her head. Even after this, if Peter wouldn't tell her about his past, she was ready to beat it out of him.

"Me...well, my mother died about a year ago...," Maria started. Peter nudged her to move on. "And it was, well, it was all my fault."

"Your fault?" Peter asked.

"Yeah, my dad, well he wasn't a good type. Physically abused me and my mom, so we ran away before I went to high school. We moved from state to state, a new school every year, out of fear that my dad would find us." Maria gulped, knowing that the hard part was to come. God, Peter better tell her what was on his mind, because it was really too early go through all this emotional crap.

"I wanted to go to college in Boston, but moving around wasn't conducive to getting a degree. So, I pushed my mom, told her that it was fine, that he probably wasn't even searching for us anymore. My mom fell for my words, and I had thought we had no problems."

"It was after I had graduated. We were planning to leave Boston, because I got a job in New York. I came home one afternoon and I found her being beaten by my dad., and I couldn't do anything to help her. By the time, we got to the hospital she died," Maria said, making sure her voice was still steady as possible. Yes, she was sharing something that she had never shared to anyone else before, but just because she was being vulnerable doesn't mean she had to display it completely.

"Coulson recruited me after that," She finished in a slightly softer voice, one that reflected the gratitude she held toward Coulson. They sat together there in a moment of silence, before Maria abruptly rose up from her seat, speaking in her normal, stern tone once again.

"Look, I didn't tell you all this to get your sob story as well. It's just obvious that punching that bag isn't helping your problem and that you're hiding something. Now I don't care who you tell about your problem, but get over it." It was rich coming from her, when she still hadn't gotten over her mother's death, but she wasn't the one lashing out on animate and inanimate objects.

She stalked away to the exit, silently hoping that Peter would choose to confide in her. Really, it would be ok if he wanted to unload on someone else but Maria was the one down here giving the pep talk, so she thought that she was more entitled to an explanation. But as she reached the door, she still hadn't gotten any indications of admission, so she angrily pushed the door.

Before she could step out, Maria heard a quick swoosh noise, like a tennis racket swinging through empty air, and a sudden splat, as whatever that had flown through the air had found its mark. Its mark, being the door that Maria had just burst open. Maria had a split second to see some kind of wire, before she felt something to stick to her own back and a sudden pull, which made her spin.

She ended up falling into Peter, grabbing his forearms to steady herself. He had a little smirk on his face, the first she had seen in a little more than a week, that managed in equal parts to warm her up and annoy her. She gave him a little glare, before noticing the elastic cable that was currently wrapped her waist. Wait, it wasn't a cable, it was…

"You have cobwebs coming out of your fucking wrists?" Maria asked, as she flipped over his forearms and pushed up his sleeves and ran her fingers over two visible bumps. She looked up to see his face closer than she had expected, close enough for her to count the freckles on his cheeks or the streaks of gold in his eyes.

"It's a long story," he said, like he wouldn't blame her for bailing on him right now. Maria made a show of rolling her eyes as if she had more important things to do, though she couldn't help but let the ends of her mouth curve into a soft smile. A smile that hadn't come so naturally to her in a long time.

"Looks like I've got the time."

:~~:~~:~~:~~:~~:~~:

June 2004

"I feel like you're making up the part about the radioactive spider," Maria said, as she laid on Peter's bed, two weeks after their 'gym incident' as Maria had labeled in her head. Will and Kate were heavily making out in her room, so she had come here instead.

Peter and her had become much closer after 'gym incident', to the point that Kate had asked her if they were dating. Maria shook her head a little too strongly in her denial, and Kate had frowned, muttering Too bad. Lately, Maria had been thinking along the same lines. This was something completely new to her, as Maria has stayed closed up after her mom's death, because she thought that the pain of losing someone wasn't worth the love. Maybe she was wrong.

"You have any better explanation, Ria?" Peter asked, sitting on the end of his own bed, with Maria's feet in his lap. She felt herself warm at the nickname that only he ever called her.

"I can't believe that the prestigious Midtown Science College would leave radioactive spiders sitting around."

"Correction: hanging around," Peter said, before giving her an amused/proud look at his own pun. Maria scoffed.

"A five year old could make a better pun than that," she said, as she popped a chocolate almond in her mouth.

"You just keep bruising my ego.."

"So, now you're at SHIELD to train your spider powers?

"Well, they didn't exactly approve my vigilante ways after Uncle Ben's death," Peter said, with a glimmer of sadness in his eyes, but Maria liked to think that it wasn't as bad as before. At least, now he was able to say his uncle's name without hurting as much. "This way, I can still be a vigilante but a properly trained one. Little bit like Daredevil, I suppose."

"You'll never be as badass as Daredevil." Maria said. Just then, her precious bag of almonds had flown out of her hand and into Peter's fist. Goddamn his super spider powers.

"Say that again?" Peter challenged. Maria quickly sat up, lunging for the snack, before realizing that she was square on Peter's lap because of her pursuit.

Jeez, they hadn't been this close to each other since the 'gym incident'. Maria found herself confronted by his eyes again, the streaks of gold now electrified. They quickly darted to her lips before holding her eyes once more.

Maria felt so self conscious in that moment. Was her hair a mess? Were her teeth stained with chocolate? Did she even remember how to kiss? When was the last time-

The questions flew from her head, as she felt her lips being captured by Peter's, soft, warm, and hesitant at first. Maria wrapped her arms around his neck, savoring the moment, that she maybe dreamed about once or twice. She felt her heart expanding with warmth, her heart pounding faster, and they finally stopped for breath. Peter met her eyes, something new filled in them; was it hope?

"A kiss isn't going to change my mind, ya know? Daredevil is still more badass than you," Maria said, a smirk on her face.

"That's ok, I can live with that," he replied as a wide smile spread over his own face, one that she had never seen before.

:~~:~~:~~:~~:~~:~~:

May 2007

Maria hadn't seen Coulson since the day that he had dropped her off the front steps of the Academy in that embarrassingly red car of his that he fondly called Lola. It was an abomination in her eyes; Maria didn't like ostentatious things that basically blinded passersby, but it seemed that Coulson loved that car more than life itself, so she didn't say a word.

Today, she was finally going to meet him after three long years. Of course, they still kept in touch over email and IM, but the Academy had some stupid rule about no visitors until the end of junior year.

Maria was nervous and excited at the same time; she wanted to prove that she was worth the effort that Coulson had put into her. She wanted to make him proud. Peter told her that she was being an idiot when he had sent her off with a kiss that morning, but Maria couldn't help it. She knew that Coulson had put his job on the line for her, and it was something that she was incredibly grateful for because he had given her life purpose again, and the chance to meet Peter.

"Maria?" A familiar voice called, breaking her thoughts into pieces. She looked up to see Coulson, standing there in his usual suit, and with that warm wan smile on his face. He had added a few wrinkles to his face, and a couple of gray hairs, but that didn't matter to her. She flung her arms around Coulson in a hug, and held on for so long that Peter would have started to get jealous. She finally let go and wiped her eyes; those pesky tears were getting in her way.

"Coulson," she finally said.

"I think you've earned the right to call me Phil at this point," he said with a grin.

"Phil," she repeated, "You've gotten old." Coulson laughed.

"That is because of one archer named Clint Barton and the latest gift that he brought me."

"Gift?"

"One Russian Assassin by the name of Natasha Romanoff."

"No, the Black Widow?" Maria asked with rounded eyes.

"Yup, but we're not here to talk about that. How are you, Maria?" Coulson asked, as his eyes pierced her with an intensity that told her that he was watching for the slightest micro expression that proved her story wrong. Maria was glad to say that she could answer truthfully.

"I am great, Phil. The best I've ever been, actually." Maria said.

"Ok, I give up. Who is he?" Phil asked.

"What?"

"Oh, is it a 'she'? I mean, it's fine, whichever way you swing is fine."

"No, I meant, why do you ask that?" Maria asked. Phil pressed his lips together as he thought for a moment.

"When I first met you, you were literally empty. You kept everyone at least 10 feet away, But now, I see you here, and you're vibrant, and I gotta ask, who is it?"

"Peter Parker," she sighed out, "My friends, Will and Kate helped out too, but it was mostly Peter."

"Well, give Peter a high five from me." Coulson said.

"Why?"

"Cause I really like this Maria better."

:~~:~~:~~:~~:~~:~~:

May 2008

Graduation from the Academy was tomorrow and currently Maria was in Peter's room, telling him what had happened earlier this morning.

"So, Coulson got the Director to sign off on me, Will and Kate going with him to New York."

"Really?" Peter asked, excited.

"Yup! Apparently,Tony Stark created a huge mess when he admitted that he was Iron Man and Coulson would like help holding down the base, as he'll be your temporary handler for now."

"That's so great, Ria!" Peter said, as he finally stopped packing his things, and dipped in to give Maria a kiss. However, Maria suddenly furrowed her eyebrow as she just realized a problem.

"What, have I lost my awesome kissing skills?" Peter asked, as he sat on the bed next to her.

"'No, they were satisfactory." She ignored Peter's groan and continued on. "I just remembered that you have to come up with your own superhero name."

"Ooh," Peter's eyes lit up. "How about...Webster?"

"What are you, a dictionary?"

"Right, yeah ok umm...Web Crawler?"

"That makes you sound like you're some kind of internet stalker."

"Uh how about Bug Boy?" Maria shot him a glare to kill, but he shrugged it off as he pulled her into his lap.

"How about Spider-Man?" She asked, seriously, facing him. His nose crinkled as he took that in.

"Aren't you just ripping off Tony Stark?"

"Still better than Bug Boy." Peter nodded his head in agreement, but looked up quickly, with a nervous look on his face.

"Fine, Spider-Man it is, on one condition."

"And what's that?" Maria asked.

"Marry me." And those two words took so long to process in her mind.

"What?"

"Marry me and I'll be Spider-Man," Peter said this time, with no hesitation. Maria looked into his eyes to see if he was joking, but that usual mischievous glint was missing. Peter was being totally serious.

Well, the question wasn't totally invalid, she guessed; they had been dating for about 4 years now, and she was so happy with him. Maybe she had an inability to believe that this was happening because nothing good ever happened to her. She let her eyes look down at the floor, up at the ceiling, and back into those infinite depths that were singing with hope. Hope that she also felt in her heart.

"Guess you better get used to being called Spider-Man then." Peter froze for a second before taking her into a kiss that was filled with relief.

"Wait, that was a yes, right?" Maria laughed, tears leaking out of her eyes.

"Yup."

"Good," Peter said, before he shoved his hands in his pockets and scrambled for something. His face suddenly paled.

"Oh no," he whispered.

'What?"

"I lost the ring. It was in the pocket of my jeans! Oh my god, Aunt May is going to kill me!" Maria laughed, as she rose out of Peter's lap.

"Come on, let's find it."

Later, as they ripped the sheets off the bed, they found the ring stuck between the wall and mattress, where it never would have been spotted if not for Peter's enhanced vision. He knelt before her this time, as he slipped the ring on her finger. It was the first time that Maria had felt like the future held something bright for her.


Amy Hamato: If Coulson was actually there, I have no doubt that Natasha would have punched him-and so would Clint and Tony :) Im glad you loved the chapter!

Spitfire303: Aww thanks! hope you like this new piece!

GabycatStark13: Here you go! you got one half of Maria's story! the second half is taking me an awful lot of research and time but i hope you'll like that part too! Gosh, i love Tony the fangirl too