"Fred."

His eyes shot forward at the sound of Linda's voice. He'd fallen a few paces behind Kelly, which had in turn set his teammate, jogging behind him, back. He made up the distance, admonishing himself for getting distracted by the appearance of a red jacketed figure on the trail ahead. It wasn't Lyra - not only would there be no explanation for her to be out there in the wilderness so early in the morning, but the last he was aware of, she wasn't in possession of two large hounds.

Kelly glanced sidelong to him when he was once more running abreast of her. "What's eating you up?"

"Wasn't expecting company out here," he skirted the question, knowing if he attempted to lie it would be obvious.

"That's not it." Kelly didn't say anything more - nor did she need to.

Behind them, Linda and John remained silent. One was listening with imperturbable composure, Fred knew, and the other… was detached. Going through the motions, motions which had been ingrained into them from the age of five, but in an emotionally removed manner even for the Chief. John hadn't proven any more open to discussing what was troubling him on the second occasion Fred had attempted to coax it out of him than he had the first. It wasn't a good feeling, seeing his brother throw himself into each and every task asked of them with thoughtless intensity. This wasn't the normal unshakeable determination he and everyone else had come to expect from John, it was avoidance.

And he was getting distracted by red jackets.

They returned to base per their usual route and the day passed in a tightly scheduled and orderly sequence of test runs and trials, just as every day did.

The enhanced AI interface which was now being included in the Gen 3's suite would require upgrades to their neural implants which, Dr. Naples had advised, would take place aboard a frigate dedicated to such procedures for the Spartan IV program. Both Fred and his teammates had undergone a number of such operations for improvements over the decades. They were slated to leave in two days, recovery had been allotted one week, after which they would return to begin the second phase of the trials. All in all, with travel to and from the frigate accounted for, they would be absent fifteen days.

He wasn't surprised when, instead of continuing to her own quarters like John and Linda, Kelly followed him into his that evening. He'd felt her intuitive gaze considering him time and again the past while. "I'm worried about the Chief," he said the moment the door slid shut behind her, forestalling inquiries he knew were coming his way.

Always so quick to defend John's resilience, this time she exhaled slowly. "What's he said to you about it?"

"What does he ever say?"

"If we corner him he'll just dig in and double down," Kelly reasoned, voicing an outcome they both knew to be inevitable. When pressured was applied, John knew no other reaction except to exert opposing pressure. "I don't feel he's compromised."

Fred frowned. No, John was not compromised - if they were called into the field right then, he would perform as expected. "He's not himself."

"Agreed. Do you think… would another AI make matters better or worse?"

"I don't know." They shared a long and troubled look. "I think, for now, the best we can do is attempt to engage him."

"I'll discuss it with Linda," Kelly said - which translated to 'I'll tell Linda the plan', because they both knew the other wasn't likely to add much to any discussion on the subject despite the fact Fred knew she was aware of John's troubled state of mind. Nothing got past Linda. "But that isn't why I came in here." Or Kelly.

He stifled a sigh. "What's on your mind, then?"

"You've been distracted."

"Oh?" The strong desire to busy himself straightening the tacpad on the desk overcame him, but he knew she would see avoidance of eye contact as validation that he was hiding something.

Kelly didn't appear impressed by the vague response. "By the software developer." She stated it with certainty.

He gave in and fidgeted with the tacpad. "The way she avoided us at first raised questions. I thought it would be prudent to find out what I could." It was a perfectly justified explanation.

"And?"

"And she said she worked on the Mark V with Halsey and that she hadn't seen a Spartan during that project and hadn't anticipated seeing us here either. It sounded as though something had transpired in the past that corresponded to her reaction, but I didn't ask what it was - I didn't feel it my place." He wondered if it had anything to do with her panicked response to the infirmary. The two could be mutually exclusive. He hadn't laid eyes on her since then, though he figured she must have relocated back to the hotel by now. The experience had obviously been distressing for her and he could understand this time why she might be avoiding him, even if he wasn't particularly pleased by the prospect.

Kelly was digesting what he'd revealed. She eventually crossed her arms. "You believe her?"

"Yes." He had no reason not to. There seemed no purpose to Lyra lying about her involvement in the Mark V project, it wasn't a claim which could be easily faked.

"And that's all?"

"It's all I know," Fred confirmed.

"No, I mean - that's all that's going on?

"I don't follow." He adjusted the edge of the tacpad minutely to align with the side of the desk.

"Fred." He could feel her exasperation. "I just want you to be sure you know what you're getting into."

He did not. "Your skepticism is noted." The fist she flung into his shoulder was expected, but he didn't dodge it just the same, feeling it was somewhat deserved. "Goodnight, Kelly." That was going to bruise.

"Don't make me regret not aiming that at your big dumb face." That said, she left.

Lyra blinked, taken aback when the lift doors opened. "Did you-?"

"Take the stairs to catch you, yes," Fred answered the unfinished question as he stepped inside, cap tucked under his arm as he secured the clasp of his jacket. He'd not even been out of his techsuit when she'd left after downloading the data from the most recent set of exercises.

A glance at the panel revealed the lift had ascended two levels already, and yet he'd managed to race up 4 flights of stairs and overtake it. "That's…" Impressive? Alarming? She didn't know how to proceed. He wasn't even breathing hard, though his uniform was slightly askew, a testament to the rush in which it'd been donned. "How can I help you, Lieutenant?"

He was blushing. It was more than obvious. "I just wanted to ask how you were feeling now."

He'd chased down a moving elevator for that?

"I'm fine." She tapped her fingers against the back of her tablet and watched the doors close. "Thanks for… everything." Though she would have preferred not to have had a mental breakdown in his presence. Or not to have had one at all - but definitely not in front of him. She had a hard time remembering much of it, a side effect of the sedative they'd administered to get her to calm the fuck down. She truly couldn't look him in the eye.

Fred cleared his throat. "Don't thank me. I wish… that hadn't had to happen. I was worried about leaving you alone in your quarters, it seemed bad."

"It was. You didn't do anything wrong." He didn't think the anxiety attack had been his fault, did he? "I just - I have a thing… with hospitals, apparently. I didn't realize it until… it was too late, obviously, but it wasn't anything you did - honestly. You were trying to help."

"You're sure you're alright?"

God, it was her turn to blush now. He must think her unstable. "That type of thing - that doesn't normally happen to me." The doors couldn't open fast enough. "Thanks again," she insisted as she turned sideways in her haste to slip through the widening gap.

"Lyra." He was forced to wait a beat for the doors before following her down the hallway. "Is it alright if we talk?"

"I have a lot to get done." She could hear him just behind but, like the coward she was, refused to look back. The way ahead was deserted, of course, and their footsteps echoed through the empty corridor.

"It doesn't have to be right now," he reassured. "We're shipping out at 0800 for a while and I just thought- I hoped maybe when you'd finished for the day?"

She kept walking. The exit was close.

"Or, if that doesn't work, when I get back possibly?"

This was killing her. "I'm not sure I'll still be here then." She didn't know that she wouldn't be either, but she shouldn't be encouraging this - she'd already concluded there was every reason not to get close to him.

His steps had slowed. "When do you go?"

"I don't know exactly."

He'd stopped following.

She couldn't help but to pause and turn around - just continuing on and leaving him standing there would have been rude. "If it's about that glitch with the armor lock, the issue was isolated and resolved - it won't happen again." It wasn't about that, and she knew it - Naples or one of the techs would have already informed him.

"I know." His expression was impossible to read, but not because he was masking it - if anything, it was the opposite. He wasn't certain how to move forward and it showed.

Well, she couldn't imagine with his good nature and devastating looks that too many women had ever turned down the offer to spend time with him. And she'd been sending mixed signals from the start, it was no small wonder he didn't know what to think. She clutched the data-pad to her chest when he slowly approached. "I really need to go over this... to make sure there are no…"

His brows had drawn together as he came to stand before her. "Did I say something I shouldn't have?"

"No." She couldn't leave him hanging, wondering what he'd done wrong - when it'd been absolutely nothing. "You didn't do anything - at all. You've been great." Great - yes, the most apt adjective she could think to apply to him was 'great'. He was great, everything was just great.

"I have?"

"Fred - yes, you have. I know I've been all over the place and- and not that you would know this, but not acting myself, and there've just been a lot of things that have come up since I took this assignment - I'm sorry, I know it's probably been weird and confusing for you." She was rambling her way into a hole. Awkwardly and with no purpose in mind. "I'm not usually like this. I'm usually-" not a lunatic? Well, except for that one time. "-professional. Boringly professional and good at what I do. I'm sorry you've gotten caught up in all of this. I think that migraine and everything else that happened were because of stress - which isn't your problem. You shouldn't trouble yourself about me anymore, I've got a handle on it now."

"I don't mind." Of course he didn't. "But it sounds like this is you telling me not to bother you anymore." He'd adopted a self-deprecating half-smile and it effectively drove home her own villainy in how she'd been behaving - acting without giving consideration for the consequences. He placed his cap on his head. "I'll let you get to your work."

Don't do it. Don't do it.

Lyra reached for his arm as it lowered from affixing the cap - her fingers didn't even come close to encircling it. He'd failed to yet fasten his cuffs and they dangled open around his wrists. "I would love to talk with you." She wasn't really going to use the classic 'it's not you, it's me' line, was she? He'd been nothing but kind, even when he'd been suspicious of her - a sentiment he no longer seemed to harbour.

"I sense a 'but'," he said when she didn't go on immediately. He hadn't pulled his arm away.

But I can't. Just say it.

"It's alright, you don't have to expl-"

"How about 9:30 PM? I'll meet you on the beach?" The impulsive proposal just seemed to burst forth of its own accord - her conscience at work. She already knew she was going to tell him - all of it. The truth. The whole thing. She let go of him and stepped back. "If that works for you?"

Now he was well and truly perplexed. It took him a moment to process the abrupt change of heart. "I'll be there."

"Good." You're going to hate me.

She turned and escaped back to her office before she could reconsider.