Leo had never been in this part of the Academy before.

The only part of dorm halls he'd seen was his own corridor, and his dorm was quite close to the stairs; he'd never had any need to venture further beyond his own door, and especially not to other floors.

He had a scrap of paper in his left hand with a neatly scrawled room number on it, and his eyes scanned the dorm numbers as he passed, counting his way up to 5H. He didn't have his bag with him, having left it in his own room, and he felt strangely lop-sided walking around without it.

He came to a stop in front of the room he had been searching. 5H. Stepping towards it, he hovered his ear close to the door to see if he detect any signs of life inside. It was silent, not even a low murmur or scuffle of life, and Leo leant back, almost vibrating with indecision, eyes sweeping the hall he'd just walked and wondering if he should leave and come back another time.

With a very uncharacteristic groan of courage Leo steeled himself and knocked three times, his knuckles buzzing with the all-too-aggressive impact he'd forced himself into.

Not a sound could be heard, and Leo wasn't sure whether he was disappointed or relieved, but with a moment's thought decided relief was quickly prevailing as his breath evened out.

With a loose shrug and a less-than-authentic promise to himself that he'd come back later, Leo turned to leave. And just as he did, he came face to face with Jemma.

She was standing halfway down the hall, stopped short in the middle of the corridor, gaping at him. Leo felt as if he had been busted and quickly scanned every direction for an escape that didn't exist. The cartoonish nature of this response became abundantly clear to him as he was left with no choice but to remain where he was and watch her squint, all sense of amusement she usually showed noticeably absent. But when she met his eyes again her face softened and grew sad, almost perfectly mirroring how he felt inside.

"I just um," he began, scrunching his hands inside the ends of his sleeves and taking a few tentative steps towards her. She took the same amount of steps towards him until they were at an acceptable speaking distance. Her hands fiddled with the strap of her bag and she kept her head dipped, eyes still looking up at him. "I just thought I'd—"

"Come visit me in my dorm? You've never visited me in my dorm. In fact you've never been to my dorm at all."

"Uh, I know, I—"

"Come to think of it I never really invited you to my dorm. Just assumed you'd be more comfortable in your little hovel."

"I—hey, it's not—hovel's a bit—" One of his hands rose defensively but he stopped himself short, eyes closing momentarily to retain composure of his emotions and his words. "I just wanted to see you—talk. Talk to you. I wanted to… we haven't... in…"

"And what did you want to say?" she asked, maintaining a level of ice in her voice that sounded cracked, ready to shatter at any moment. Ice did not come naturally to Jemma.

"Well I just wanted… I wanted…" The words were trapped on the tip of his tongue, tied down by chains and unable to leap forward free of his lips. He grimaced, and she dropped her eyes, taking a step to walk around him. "You were right," he blurted out desperately, and she stopped mid-step, looking back up at him.

"I was right?"

"About Project Ajax. It was a weapon. I didn't know it was—well you said it was but I didn't believe you. Or maybe I did, I don't know. I just wanted to solve it so much. It was the first time in this place I felt like I was doing what I was supposed to do – like there actually was a place in SHIELD for me. It made me feel valid, useful – capable."

Jemma watched him talk, her face unchanged since he'd started speaking. She was still frowning.

"Well, I'm sure the Sandbox will be lucky to have you," she said.

"I didn't finish it. I'm not taking the offer. For the Sandbox – I'm not going. I'm going to stay here."

At that her face changed slightly – brightened somehow, even though all her features stayed still.

"I'm not even still working on it. I'm about to go to Agent Weaver to officially pull out of the project. I'd tell Dr Walters but she's not exactly here. Jemma, I don't want any part of a weapons program. That's not what we're here to do. You were right. We're scientists, we're supposed to make the world a better place. Not use our skills to wage wars."

She tipped her head sceptically, but her eyes were still sad. "But what about your great opportunity?"

"There'll be more opportunities. And besides," he gave her a half smile, unsure of whether it was appropriate. "I don't want to work in a lab where you aren't beside me… Partner."

At that last word her own smile flickered in sight, encouraging his to spread further, and the weights sitting on each of his ribs started to lift.

"I knew you would do the right thing in the end," she said, stepping forward to place a warm hand on his shoulder.

"Really? 'Cause you seemed pretty convinced I'd gone to the dark side."

"Oh Fitz," Jemma offered a gentle smile, "you could never go to the dark side. Not with me around," she chuckled, stepping past him. "So how about I invite you to my dorm then? Stepping out of your comfort zone like this, maybe we should keep the momentum going."

He gave a stuttered laugh, nodding as the words got jumbled on his tongue.

She pulled out her key and unlocked the door, stepping inside. It was significantly different from any dorm Leo had ever seen. Of course he had only seen his own so there wasn't a large specimen pool to draw from. The walls were quite tidy, compared with his. There were a few images pinned up. One of butterflies, and another two corkboards above her desk. It was scattered with notes and scraps of paper covered in the cursive script she used when she was on the tail of an idea – frantic because she wrote too fast to keep up with her own thoughts.

Her dorm was mostly in order, but there was a small pile of sweaters at the bottom of her bed – the opposite end of the bed he used for his own significantly larger pile of clothes. The yin to his yang.

She hung her bag over the back of her chair, turning around with a satisfied breath.

"So this is it," she said.

"Yeah, it's nice," he answered, out of automation more than anything else. It wasn't exactly his type of thing but looking at Jemma in the middle of it all, it fit.

"I wonder what Dr Walters will do about you pulling out of Project Ajax," she mused, and Leo was caught off guard by the sudden topic change, as well as her casual tone.

"I-I don't know. Find another genius, I guess," he grinned, earning a grin in return.

"You know Fitz, you are a good person. I don't know if you know that."

He rubbed at his arm awkwardly, unsure of how to respond.

"You just needed to discover it for yourself. Now you have."

"Like my origin story."

"Yes. Like your origin story," she agreed with an endeared nod.

The afternoon passed with the two friends reconnecting over their mounting homework for holographic engineering. They had another exam coming up and Jemma jumped at the opportunity to collaboratively revise what they'd been learning for the past few weeks.

Leo had spent so much of that time on Project Ajax that he'd given as little to his class work as he could spare. With his mind set on the Sandbox and future projects beyond the scope of Sci-Tech, he'd seen little value in coursework. But with that prospect off the table Leo was realising he really did need to go over the modules he'd recently skimmed his way through.

Thankfully Jemma always had notes in excess, so there was more than enough material to help Leo catch up. Despite his increased experience with the table during his work with Project Ajax, there was a wealth of new theory he'd missed that, according to Professor Reid, was all testable in the upcoming exam.

There was still time for him to go through his overlooked readings before then, but he found Jemma's little reviews and quizzes were actually quite helpful. She didn't get in the way of him being his best, like he'd always found with others, but seemed to help him there. She filled in gaps he hadn't realised existed, contributed to a more well-rounded view, and when they were on the same page (almost always, it seemed), they steamrolled ahead far faster than he could advance on his own.

By the time the sun was dipping low outside Jemma's window, Leo was sitting cross-legged on her bed, surrounded by notes – his and Jemma's both – and scrolling to the end of the last reading.

"Well I think we're going to be ready for this exam," Jemma affirmed, closing her folder. "More ready than we've ever been for anything."

"Too bad this isn't a competitive sport. We'd wipe the floor with the others."

"Fitz," she admonished, "the academy isn't about competition. We're all supposed to be working towards the same goals!" She couldn't suppress her giggle, though.

He grinned, almost wicked. "Yes, I know. But we could."

Jemma tipped her head, thoughtful. "Yeah." Her eyes wandered over to the clock sitting atop her table. "Fancy some dinner? It'll be over in half an hour."

"Oh, yes." Fitz got to his feet quickly, instantly jumpy at the thought that he'd miss one of his meals. The two of them headed out of Jemma's dorm and down the hall in the direction of the dining hall.

The following day Leo joined Jemma for lunch, their shared meals instantly reinstated after their afternoon study session without any discussion.

The line in the cafeteria was already distastefully long, preventing Leo from even a sneak peek at the day's menu. Not even a good craning of the neck could get him anywhere, seeing as he was one of the shortest cadets at the Academy (an unfortunate by product of being one of the youngest). Jemma was one of the few who came in at just under his height, and he did like the way he felt measuring up next to her.

When they finally got closer he saw bread rolls, already neatly assembled and packaged, with plastic signs above each tray to signify what type of sandwich they were. There was quite a variety, and they looked delicious. His stomach grumbled with anticipation, and he rocked on the balls of his feet, eager to see what was available.

Finally close enough to see the tags along the buffet, Leo read: chicken salad, vegetarian, ham and cheese, tuna, prosciutto and buffalo mozzarella, egg.

The second he was within arm's reach he went for a prosciutto roll.

"Alright, slow down there," Jemma said as his arm blocked her way to the ham and cheese rolls.

Leo skipped to the end of the line to get himself a cup of tea and then settled at a table once Jemma was at his side.

Leo swiftly pulled down the wrapping on his sandwich, and had already taken one humungous bite by the time Jemma had gotten herself settled and began picking at her own wrapping.

"Hungry, are we?"

Leo didn't answer, just stared seriously ahead, chewing.

"Fitz are you alright?" she asked, ducking a little to try and catch his eyes. She did so successfully, but his expression didn't change. Rather, he straightened up, lowering the sandwich back onto his plate with a crease between his eyebrows.

"Is there something wrong with your sandwich?"

"I'd say that's an accurate summation of the situation," he said around his mouthful. He swallowed with disdain, heaving in air once his airways were clear.

"Don't you like the flavour? Why didn't you choose another—"

He shook his head in disdain. "No, this is my favourite sandwich."

Jemma's brow sank in confusion. "Then what—"

"It's not how my mum made it."

"Oh," Jemma cooed, and Leo snapped his eyes up at the unprompted bout of sympathy she seemed to offer freely. "Did you want it—does it remind you of her?"

"This doesn't, not at all," he scoffed, aware of Jemma's small smile.

"Well how does she make it?"

"She's a miracle worker. She adds just a little of her own homemade pesto aioli – just a hint. It's…" He closed his eyes, musing, and inhaled deeply.

If Leo had been a little more focused on Jemma's sentimental hum, and less of his disappointing sandwich, he may have seen her question coming. "Do you miss her? Your mum?"

His eyes snapped up, narrowed, and he was ready to defend his personal business from inquiring minds like he always had. Any volunteered information had only ever been ammunition against him in the end; he had learnt well from the swapped-out lunch bags and false calls to his schools over the years.

But looking at Jemma now, at her open face, her encouraging eyes and smile-pressed cheeks, Leo didn't feel the threat of retaliation. She seemed earnest, genuine, all the things she had always been to him, even when he wasn't yet sure. His instincts would normally send up warning bells, but looking in her eyes they fell silent, all the usual clanging settled and still, leaving room to speak.

"She never really, uh—never quite followed what I was talking about," he began, waiting for her to turn away in disinterest, which she didn't. "Used to try and listen to all my projects, especially when I'd come home from school in trouble for not paying attention to my teacher's lessons. She'd try to let me work on my own projects. She was always having meetings with my teachers and the principals because they wanted to kick me out of school for not doing my work, but she always fought to keep me in there. Knew I wasn't wasting my time, even though that's what all the teachers said."

Jemma's hand crept forward, but didn't connect with his. "Sounds like she was really proud of you."

"Yeah. But she never really understood. She'd try, you know. Come in and sit down and look at all my schematics, and watch me tinker with my inventions." His lips tugged at fond memories. "She'd ask me questions, but I could tell she wasn't really getting it."

"Still, she believed in you. Encouraged you. That's more than a lot of the students here at Sci-Tech can say. Most come to this place because they felt misunderstood or like outliers in their own family. The ugly duckling of their swan siblings."

"Well I don't have any siblings so my mum didn't really have a choice. It was me or nothing. Dad wasn't around so… just the two of us."

"You do miss her," Jemma said, eyes squeezed tight.

That was a little to direct for his emotional comfort, and his tone hardened. "Well of course I miss her. She's my mum, isn't she."

"Aww," Jemma grinned.

He rolled his eyes. "Don't go getting all soft on me. I'm sure you miss your parents too."

"Of course I do. They were very supportive – home schooled me initially, when they saw I didn't quite fit in. Not that I wasn't making friends necessarily, just—wasn't very stimulated by my classwork, you know. Eventually they let me control my own education, enrolled myself in uni and all the rest of it."

Jemma's face was full of happy memories and Leo felt equal parts happiness for her, and a little envy.

"They were still very hands on, but I think they could see I had enough ambition to pave my own way. Which I suppose is how I ended up here. Don't misunderstand, they weren't thrilled about me leaving home at seventeen to study under some big secret spy organisation. I'm not even sure they know who SHIELD is," she chuckled briefly. "But maybe it's better that way. Don't want them worrying more than they already do, you know?"

Her mouth evened out and her eyes dropped to her plate as she bit back into her sandwich quickly. Leo waited until she had mostly chewed her way through it, before asking, "Do you have any brothers or sisters?"

She shook her head as she swallowed. "I suppose I was much like you in that sense. My parents only had me. I wanted to make them proud."

"Yeah," he agreed, remembering how his own mum would look whenever he showed her a new little invention she didn't understand.

"That's what makes this hard, sometimes," she went on, and Leo saw a faraway glimmer in her eyes, like now she was talking more for herself than him. "Being here, at the Academy. So far away from them, and they can't really see what I'm achieving."

"Yeah but I suppose they always knew you'd leave eventually."

"It doesn't make it any easier. I mean yes, they always knew I was gifted, but I don't think they thought I'd be out on my own at seventeen."

"Maybe you can go see them after you graduate from Sci-Tech. Before you get assigned somewhere," Leo offered with a shrug.

"Possibly, although I suspect once we graduate we'll be shipped off to whatever post they hand out." She grimaced, then leant in, low, so Leo also leant in as a reflex. "I was talking to Celeste at dinner a couple of days ago. She said it never takes long for graduates to move on. One day they're graduating, and the next they're being escorted from their dorms by level six agents to their new assignments."

Her voice became almost conspiratorial, then, as describing a dreaded fate. "Some are even put directly in the field."

Leo's spine tingled uncomfortably. The field – that was a little out of his depth. He wasn't ready to contemplate a future outside a lab.

"Although that's mostly the graduates from Operations and Communications," Jemma added with a reassurance, whether to Leo or herself, he wasn't sure.

"Do you think we'll get a post in the UK?" he asked abruptly, and he wasn't sure whether it had been all the talk of family, or the strange way he now felt like his future was slightly more aligned with Jemma's, like they were peers. Colleagues.

"I don't know. I'm sure SHIELD has bases in the UK – they have bases everywhere. I doubt we'd be able to just do whatever we want, though."

"Right, yeah, speaking of whatever we want," Leo stuttered, straightening up. "I need to go see Agent Weaver about Project Ajax."

"Oh! Yes, of course. Did you want me to come with you?"

Leo scoffed, although it came out more like a strangled laugh, and he tried to hide the fact that her proposition was exactly what he wanted.

"I'm perfectly capable of speaking for myself."

"I didn't mean like a crutch," Jemma rolled her eyes, and his discomfort melted away with this familiar scenario. "I just meant as a friend. Moral support, and all that."

"Right… moral support." The words mulled in his mind. "Yeah, moral support. That… could be good."