Author's Note: Hello there! Apologies that this chapter is a little late. This next part kind of ran away from me a bit, haha. So, what happened was when I finished the first draft of the original Chapter Nine, it was already north of 9,000 words even before my final edits which tends to add another couple hundred words. It was feeling far too long so I decided to cut it in half. The downside of that is that this chapter is a little shorter than my chapters normally are. The upside is that the next chapter is basically written and should be posted in a couple days!

Shout outs to those who took the time to review Chapter Eight! Jokerdino10; The Red Screech; ELOSHAZZY; EmotionallyConstipatedOops; Melissa Butler; XYZArtemis;and Guest, you guys are my favorites! Reviews seriously make my day and are the reason I work so hard on this!

And now… we continue!


Chapter Nine

He watched as Barton executed ten textbook perfect pull ups on the bar, the effort barely detectable in his features. This was after one hundred sit-ups and fifty push-ups. And all that after a hard one-hour round with one of the punching bags in the gym.

Phil kept on waiting for Barton to slow down. But it seemed like it just wasn't in the kid's DNA to be still.

Barton hung down under the pull-up bar and pinned his legs together, swinging them forward, then backward, then forward again, building up momentum. Phil watched, curious what he was doing. Then he swung forward with even more force and swung his entire body up until, all of a sudden, he was above the bar with his feet pointed straight up in the air, basically doing a handstand. He held it steadily for a minute before he released and let his body swing back down. As he was coming under the bar he released his grip, and his body flew through the air as he pulled his legs in to his chest and rolled once… twice in midair before he landed gracefully, bending his knees to absorb the landing before standing up straight.

Just another day with Clint Barton killing time in one of the training gyms. Barton had been with them over a month now, and Phil had determinedly ceased being surprised by what the kid could do. That didn't mean that he was any less impressed though.

Phil studied Barton for a moment, racking his brain because the move he had just executed had sparked something. It had looked strangely familiar for a very specific reason, and it took him a long moment to really place where he had seen something like that before. It reminded him of a gymnast's dismount off the uneven bars after an Olympic routine, he realized.

There was still a nagging at the back of his mind though. There was something else that it reminded him of as well… he just couldn't quite put his finger on what it was.

"Impressive," Phil commented as casually as he could as Barton walked over to him. "You must have had a good teacher." Barton looked at him a quirked a curious eyebrow before Phil elaborated. "No one teaches themselves how to do that," he waved a hand vaguely at the pull-up bar, "on a whim. Especially not with that textbook landing that saves your knees even without a mat to land on."

"Maybe not on a whim, but with enough trial and error you'd be surprised what you could figure out," Barton said offhandedly.

Phil didn't believe that for a moment, but he didn't pursue the idea. It was getting late and they needed to get on with their evening.

"Okay, now you promised after your workout you'd get some studying in," Phil reminded him.

Barton rolled his eyes in a way that for just a split second made him look like a normal teenager. Despite the resistance that Phil could already sense was coming, he couldn't help but be inwardly pleased to get a glimpse at Barton just getting to be a normal kid, if only for a moment.

"It's been weeks," Barton practically whined. "Can't we take just one night off from that crap?"

"And miss all this fun?" Phil said dryly. "Come on, the quicker we get you to pass your GED, the sooner we can end the nightly study sessions."

"I still don't get why I need a GED," Barton grumbled, but he started heading in the direction of the briefing room where they kept his study supplies. Small victories. "It's not like I need to read good in order to take out bad guys."

"Read well," Phil corrected automatically, even though he knew by now that Barton had said it that way on purpose. "And it's not all about taking out targets. Sometimes you'll have to track down extremely intelligent targets, and being able to read at least at a basic high school level might come in handy. Not to mention, it's also about being a well-rounded human being."

"Yeah, sure," Barton muttered, clearly unconvinced.

They started off every study session with math and physics, for which Phil had needed to procure college level textbooks in order to challenge Barton. These were the subjects that came most naturally to him, therefore they were the easiest to get him to focus on and tended to be an effective way to shift Barton's focus from physical activities to academia. They would generally segue into other science subjects before starting the battle for social studies, language arts and history. These were the subjects that Barton resisted the most, having little interest in them.

That night Barton was putting up more of a resistance than usual to the last couple subjects. Phil knew that this wasn't Barton's favorite activity, but usually he grudgingly obliged. Tonight, he was constantly changing the subject, absently flipping through pages of the textbook without reading them, outwardly doodling on scraps of paper while Phil was trying to talk to him. He really wasn't sure what had Barton particularly obstinate that night, but he was still determined to hit each subject, outwardly calm as he redirected Barton back to the task at hand time and time again even though inwardly he was struggling to hold his temper. Which was how they ended up sitting in that briefing room much later than usual.

"Well, on that note I think we should call it a night," Phil announced, suppressing a yawn as they finally finished the chapter of the history book they had been working through.

But, strangely, Barton didn't bolt out of the seat like he normally did. He blinked at Phil, seeming to contemplate something carefully as he shifted in his chair.

"I can probably get in another chapter…" Barton said as he thumbed to the next page of the the history book.

Phil could only stare blankly at the sudden complete shift in Barton's attitude.

"You're kidding me, right?" he pointed out incredulously, cocking a curious eyebrow. "I had to drag you in here practically kicking and screaming to get you to study. I've had to drag you through almost every subject tonight, even the ones that you like. Now, out of the clear blue sky, you want to stay and study more?"

Barton's eyes were carefully trained on the textbook as he shrugged one shoulder. "This next chapter looks interesting. I mean… what is the Ren… Rena… Renasss…"

"Renaissance," Phil supplied patiently. "It was a period in European history regarded as the cultural bridge between the Middle Ages and modern history." He reached over and firmly closed the book in front of Barton, causing him to quickly pull his hand out of the way so it wouldn't get snapped between the pages. "And it'll be just as interesting to read about tomorrow. I'll also look forward to not having to drag you down here tomorrow since you're so excited to learn all about it." There was a hint of sarcasm in his voice. He didn't actually believe that Barton had any real interest in history – in fact it was the subject he usually put up the most resistance to – but honestly, he was too tired to put too much thought into why he was putting up the front.

Had he thought more about it, he might have realized that Barton had been putting up more and more resistance in the past couple weeks to being confined in his cell for the night.

"Fine," Barton muttered, pushing back from the table with a little more force than strictly necessary.

Barton moped all the way back to his cell, dragging his feet the whole trip, but Phil honestly couldn't think of anything other than getting back to his own room and getting some shuteye. He was tempted to leave Barton at the main hallway and let him let himself back into his cell, but more out of habit than anything he accompanied the kid all the way to his cell. He quickly bid the kid goodnight – overlooking the fact that Barton didn't even grunt in response – suppressing another yawn as he closed the cell door and headed back out of the detention wing.


An annoyingly cheerful electronic tone invaded Phil's subconscious as he was painfully slowly pulled from his deep sleep. He cracked a bleary eye even as he instinctively reached for his phone ringing on his bedside table. Without bothering to check the caller ID, he answered the call, pressing the phone to his ear.

"Coulson," he mumbled, his voice heavy with sleep. There was a long pause. "Hello?" More silence. Phil frowned in confusion as he rubbed his free hand over his eyes. The phone had been ringing, hadn't it? Or had he dreamed it? He pulled the phone from his face and squinted into the light, blinking until the caller ID came into focus.

The name CLINT BARTON stared steadily back at him from the screen.

Suddenly, Phil was sitting up and swinging his legs over the side of the bed, wide awake as he pressed the phone back to his ear. "Barton?"

"Coulson." The kid's voice sounded thin and unsteady, maybe even a little breathless.

Something was wrong.

"Talk to me, Barton," Phil said calmly, despite the fact that his heart was suddenly pounding with adrenaline. "What's going on?"

Heh had given that phone to Barton over a month ago now and he had never once used it. In fact, Phil was pretty sure it hadn't moved from it's spot on Barton's desk since the day he had given it to him. A week had gone by before Phil had suggested he at least leave it plugged in, so that it would be charged if he ever needed it.

Phil knew that he wouldn't call on a whim, because he would see it as showing weakness. Barton often went out of his way to proof that he didn't need help from anyone, even going so far as to refuse a hand up off the mat after doing push-ups until he collapsed just to see how many he could do. Even then, he had stubbornly stumbled to his feet on his own.

Something had to have gone very wrong for him to be reaching out to Phil now like this.

He heard the kid swallow thickly, taking in an unsteady breath. "I need…" He had never heard Barton sound like this. His voice barely carried across the line, he sounded small and unsure. "Coulson, I need out."

"Okay, hang tight," Phil said immediately, keeping his voice calm and steady as he stood up and headed for his dresser to grab some clothes. "I'll be there in five minutes. Do you need me to stay on the line?"

"Just… get here."

"I'm on my way," Phil promised.

He glanced at his phone after he hung up. It was just after three in the morning. As he was hurrying through the empty halls of the base his mind was whirling. Barton didn't ask for help, he didn't admit to weakness. What possibly could have prompted this so suddenly?

Soon enough he burst into the control room of the detention wing. Two guards looked up at him in surprise.

"Phil?" one named Jim Adams said in confusion. "What the hell are you doing here this time of night?"

"Is Barton okay?" Phil said, moving over to check the video feed from the cells.

"Uh yeah," Adams said, confused. "I mean, he woke up maybe an hour or so ago, but he seems fine."

He pointed at the screen and Phil followed the gesture. The lights were out, so the camera was set to night vision, only giving a grainy look at what was going on in the cell. He focused in on Barton's figure, pacing restlessly around the small space. Phil felt his blood pressure lower just slightly, relieved that the kid didn't seem to be seriously injured or anything.

"I need in to see him," Phil stated.

"We're not supposed to do that after hours unless it's an emergency," Adams pointed out.

"This is an emergency," Phil said firmly, meeting the guy's gaze. "Let me in."

His tone left no room for argument. A minute later the nighttime security had been shut off and Phil was hurrying down the main hallway. As he reached Barton's cell, he was bouncing on the balls of his feet, impatient for the door to open.

As the buzz sounded he immediately wrenched the door open, having no idea what to expect.

The lights in the room blazed to life as the door opened. He immediately spotted Barton pacing at the back of the cell. Barton's eyes flew to him and they were wide but still guarded. His breaths were coming in odd gasps, as if he were trying very hard not to hyperventilate. Phil took a moment to assess that Barton appeared to still be in one piece before he spoke.

"Barton?" he said. "What's going on?"

"Out, I need out," Barton blurted, crossing the cell in several long strides.

"Wait, tell me what's happening," Phil tried.

Even as Barton stopped moving in front of him he continued to fidget, something Phil had never seen from him before. That's when Phil noticed his hands were shaking.

"Coulson, you know how you want me to trust you," Barton stated, his words coming out so quickly they were practically tripping over each other. He didn't wait for a response. "This is me asking you to trust me." He met Phil's eye, his gaze seeming strangely distant. "I need out. Right now."

Phil took another moment to take in Barton's unusual state.

"Okay," he agreed, stepping out of the way. "Let's go."

It took some doing at the control room to sign Barton out – signing out a detainee, even a low-risk one, wasn't usually done at this time of night – but then the two of them were heading out of the detention wing.

"Follow me," Phil said simply, taking care to not get too far ahead of the kid, a little concerned that Barton might collapse.

Quietly, they made their way through the base. They came to a stairwell and Phil led the way up all eight levels… and then he led him up the final staircase, scanning his ID card to open the final door. He was grateful it was a warm night as he led Barton onto the roof of the base.

He stopped as Barton stumbled passed him. The kid took in a deep gasping breath that almost bordered on a whine.

"Jesus, Barton," Phil said, carefully approaching the kid like he would a wild animal that was likely to run at the first sign of a wrong move. "Are you okay?"

But Barton didn't answer, desperately sucking in air. He was definitely having some kind of panic attack, Phil decided, but he had no idea why.

"Okay, easy kid," he said, switching tactics as he moved in front of Barton into his line of sight. "You're breathing into your chest, which is making it worse. Focus on breathing into your stomach." He slowly and deliberately demonstrated the deep breathing technique.

Barton's wild gaze settled on Phil. He swallowed and then seemed to concentrate on his breathing, taking a deliberately deep breath in the same fashion that Phil had. Then he took another. And another.

"Good," Phil praised. "You want to sit down?" He regretted the question as soon as it left his lips, knowing immediately that it was the wrong thing to say. Barton shook his head firmly. "Okay, that's fine," he assured him quickly when he saw a renewed spark of panic flash in the kid's eyes. "Just take it easy, okay? Everything's fine, just breath."

There was another pause as Phil listened to Barton's breathing slowly come back under control. It was several long, agonizing minutes where Phil could only look on helplessly as Barton battled whatever demons had gotten the best of him that night. Finally, his breathing came in and out evenly, as he ran a shaky hand over his face, desperately trying to regain some sort of composure.

"I thought I wasn't allowed outside," Barton mumbled, turning away slightly as he strained to sound casual, a little too occupied by looking around the mostly empty roof.

"Remember that trust theme we've got going on here?" Phil said easily. "Turns out it goes both ways."

Barton nodded, his gaze distant. "Thank you," he said quietly with a surprising amount of sincerity.

"You're welcome," Phil returned. He paused before he went on gently. "Do you think you can tell me what happened tonight? That way I can see what I can do about making sure it doesn't happen again."

"Am I gonna get shot if I go over to the edge?" Barton asked abruptly.

"No, you won't," Phil assured him. "We're not that strict about movement within the facility. As long as you don't climb down the building, cross the yard and try and jump the fence, you're fine."

Barton immediately moved over to the edge of the roof, with Phil trailing behind him, trying the balance the space between what Barton was comfortable with and what he was comfortable with. The kid was moving carefully, still seeming unsteady from the ordeal. He reached the small ledge that ran around the perimeter of the roof and after a short pause, he climbed onto it, sitting on top with his feet hanging out into the empty space beyond. He closed his eyes, leaned his head back, and just breathed for several minutes.

Phil hovered nearby, unsure what to do. He wanted to give the kid his space, but at the same time he had no idea what had set off the attack and wasn't sure if it would happen again.

It was a good ten minutes later before Barton, eyes still closed, finally spoke.

"It's been a long time since I've been inside for this long," he said, so quietly that Phil had to take a step closer to hear him properly. "It's like… it's like the walls are pressing in. Like the air is getting thinner."

"I think you had a panic attack," Phil said carefully.

Barton nodded, opening his eyes and looking down at his hands in his lap. "Attacked by panic. Sounds about right."

"Why tonight?" Phil asked gently, taking another cautious step closer. "You've been here over a month and this hasn't been an issue… what changed? What made tonight the breaking point?"

Barton paused as he considered that, his gaze still cast downward.

"I think… I think it's just been building for a while," he finally said softly. "Especially when I'm in that cell. It's so small it's like it's suffocating me."

Phil didn't know what to say to that. He was hovering awkwardly nearby, unsure what he should do. This was a completely different side of Barton, one that he had gotten small glimpses of, but hadn't expected he'd ever fully see. As he looked at him, it was suddenly obvious that he was only a kid. He looked painfully young and lost as he stared down at his hands. Suddenly he wasn't Barton anymore… he was Clint. And Phil could see clear as day the difference between the two.

And just like that, there was a moment of doubt. A moment when Phil had to ask himself if he could really in good conscious recruit this kid.

"I'm sorry," Phil finally said. "I didn't know." He paused, grasping at something, anything to say. He settled for a slight change of subject. "I guess you've been living mostly outside for the past year and a half?"

"Closer to seven years," Barton mumbled.

Phil was taken aback by that. "So… ever since you left the group home in Iowa?"

Barton merely nodded, still not looking at him. He had a strangely vacant look in his eyes, like he was barely aware of what was going on. It was a rare moment to see Barton without his defenses.

But that didn't make sense. Barton had strongly insinuated that someone had taken him in after he and his brother had run away from CPS all those years ago, someone he had been inclined to protect from SHIELD. Now he was saying that he had basically been living outside, something Phil would have associated with homelessness. Phil really wasn't sure how to reconcile those two thoughts.

"I used to open the windows on the train," Barton murmured. He suddenly looked up, gazing at the sky overhead. "I used to like to watch the stars go by." He seemed about to say something else, but snapped his mouth shut, his eyes darting toward Phil as if he just remembered he was there.

"I'm not gonna ask," Phil assured him gently. "Even though I'm dying to." He gave him a comforting smile.

Barton was quiet, staring out into the woods beyond the perimeter fence. Phil could practically see his walls being rebuilt as he pulled himself back together from where the panic attack had cracked his armor. Phil was pretty convinced he wasn't going to answer… when he finally spoke.

"We didn't know where we were going when we left," he said, his voice void of all emotion. "There wasn't a plan beyond just getting out. We just kind of… stumbled on the idea." He paused. "It just so happened… the carnival was in town."

"The carnival?" Phil echoed, taken completely off guard. It wasn't even close to what he had been expecting.

Barton nodded, glancing over at him a little unsurely. "They… took us in. Gave us a place to stay, food to eat… it was better than any of the group homes we were ever put in by CPS. And even so… CPS would have taken us away from there in a heartbeat if they ever found us there with no legal guardians."

Phil paused, weighing his thoughts carefully. "Child Protective Services has the best of intentions, but they are often tied by a flawed system. And I won't fault you for looking for something better when the system was failing you, nor will I fault that carnival for taking you in when you had nowhere else to go." Barton nodded, looking a little relieved. "Which carnival was it?"

"Carson's Carnival of Traveling Wonders," Barton said, a ghost of a smile playing at his lips.

Phil couldn't help but smile as the name sparked a memory from his youth. "I went to one of their shows when I was younger," he said. "I remember they put on a fantastic show, the acrobatics were amazing." Suddenly, it hit him like a ton of bricks why Barton's stunt on the pull-up bar earlier that day had seemed so familiar. "That's where you learned your acrobatic tricks, didn't you?"

Barton snorted a laugh. "I might have picked up a thing or two."

"So, can I ask," Phil said slowly, "why you left?"

Barton's gaze wandered back out to look at the forest in the distance, frowning. "It was just time to move on."

Phil sensed that he wasn't going to get any more explanation from the kid. In any case, he didn't want to push his luck with how forthcoming Barton was finally being.

Phil perched on the edge of the ledge a couple feet from Barton, facing the other direction as he settled in for what he knew was going to be long night. They stayed there until the sun began peaking up over the horizon. Phil did finally put his foot down after about an hour when Barton seemed to be nodding off while sitting up on the ledge, and made him get down and sit on the ground instead so that he wouldn't fall, but he never went so far as to make him go back inside. This was a relatively small thing that he could grant Barton tonight.

"We can go back in now," Barton said reluctantly just as the sky was beginning to lighten. "I'm sorry for keeping you up tonight."

Phil nodded, unable to deny that he was getting sleepy himself. "I can't promise to get you outside every day," he told him truthfully, "but now that I know, I should be able to work it out so that we can get at least some fresh air each week."

Barton shot him a skeptical look. "Really? I thought you were concerned about revealing the location of your super-secret base."

"I was," Phil assured him. "But it's be over a month of you playing by our rules." He tilted his head slightly. "Mostly, anyway. And I believe you've earned this."

Barton nodded as he pushed himself to his feet. "Thanks."

"I just want you to be honest with me, Barton," Phil said as he led the way back to the door that led back into the building. "If I knew this was a problem for you, I could have gotten you out sooner. I really do want to help you out, kid, but you have to let me, at least a little bit."

Barton nodded, though he was looking down at his feet as he walked through the door that Phil help open for him.

Barton voluntarily led the way back down to the detention wing and didn't so much as comment as Phil signed him back in to a couple of confused morning shift guards. Despite everything, there still seemed to be a heaviness to the kid in the way he hunched his shoulders and dragged his feet as they made their way back to his cell.

Unable to leave the kid just yet, Phil stepped into the cell and let the door close behind him. He just wanted to make sure he was okay. But instead of making his way over to the bed like Phil thought he would, he sat heavily in the desk chair, despite the exhaustion that was becoming more obvious by the minute.

It was then that something caught Phil's eye that he had overlooked when he had first gotten to the cell earlier that night, distracted by Barton's condition. The bed was made. He had noticed in the mornings when he would pick Barton up the bed was always made, but he always assumed it was something that Barton did when he woke up in the mornings. But Barton certainly wouldn't have taken the time to make his bed mid-panic attack at three in the morning.

"Do you sleep in that bed?" Phil asked bluntly.

Barton glanced uneasily at him and then studied the bed, as if perplexed by it.

"No."

Well, at least he was being honest.

"Why not?" Phil asked, more curious than anything.

"I just… I haven't had a bed in a long time," Barton said with a shrug, seeming to try a little too hard to sound casual. "It's just more comfortable to stretch out on the floor."

"Okay," Phil said, though he didn't particularly like the idea. One hurdle at a time… "I'm going to go catch a few hours of sleep. Will you be okay here?"

Barton swallowed. "Yeah." But his voice sounded suspiciously thin.

Phil weighed his thoughts for a moment before he spoke again.

"You know, I'm really beat and my bunk is a bit of a hike. Would you care if I just crashed in this bed if you're not going to?"

He didn't want to outright offer to stay here for the sake of Barton's wellbeing, he knew that sentiment would be rejected immediately. But he hoped his presence might help the kid relax enough to get some shuteye himself.

Barton considered this for a long more. "Yeah, sure," he finally said, not looking at him. "That's fine."

"Thanks," Phil said.

He headed over for the bed and kicked off his shoes. Then he stretched out without bother to even get under the blankets.

He hadn't been lying. Now that the adrenaline of the evening was completely gone, he was exhausted. He had to work to not fall asleep immediately, waiting until he finally heard Barton move to the floor, stretching out and pillowing his head on a folded arm underneath him. It didn't look particularly comfortable but if it was something that brought the kid some sense of his own sort of normalcy, who was he to try and take that from him?

Phil had meant to see if the kid would fall asleep, but he ended up drifting off before Barton did. It had been a very long night. But he woke briefly a short while later and saw that Barton was indeed fast asleep.


Author's Note: Alright, you know the drill! Please let me know your thoughts! And be on the lookout for the next chapter, it's got a scene that I've had written for literally months and I'm excited to finally get to it!


Chapter Ten Sneak Peak

"Mr. Carson, I wonder if I might have a few minutes of your time," Phil said. He deliberately kept his tone nice and friendly, not wanting to be mistaken for someone with malicious intent.

"We're a little busy here," Carson said distractedly, barely glancing over his shoulder at him. "We gotta get this whole shindig packed up and on the road tonight in order to make our show in Connecticut this weekend. Be careful with that!" The final statement was directed at one of the nearby roustabouts.

"I promise it won't take long," Phil asserted. "I just have a few questions for you."

That got the man's attention. He finally turned and really looked at Phil, sizing him up wearily.

"Health inspector?" he asked, a flat note in his tone.

"No, no, nothing like that," Phil assured him quickly. "My name is Phil Coulson. I just wonder if you know a guy named Clint Barton?"