Tilly was looking forward to a shower and dropping into bed. She had just had her first science class. She had found it boring and it transpired that she knew more than her teacher. She had decided that to curb her science craving it would probably be better to spend the time developing items like her brother's communication bracelet.

Stopping outside her door to find her key she heard scuffling inside. She opened the door to find Carl rifling through her things.

"What the hell do you think you're doing?" Tilly demanded.

She saw that he was about to open her drawer where she kept her pictures and slammed it shut, trapping his finger in the process.

"Tilly. You won't let me know anything about you. There is more to you than meets the eye and we are partners, but you won't let me in. I was just trying to find out a little about you." Carl told her. He held his fingers to his chest and cradled them.

"Get out." Tilly told him, her voice low and dangerous.

"Tilly."

"Get out or I will throw you out." Tilly said to him in a threatening voice.

Carl knew Tilly would and more importantly could throw him out of her room. He left for his own room and Tilly slammed the door into its frame. She opened her drawer and picked out her photos. Looking around her room for a hiding place her eyes lingered on the wooden floor. She counted for the correct board and, just as Ward had told her, it came away easily. She stuffed her photos in the gap and replaced the floorboard over the top before pulling her knees up to her chest and sobbing.

She looked at the clock, it read 21.25. She had 35 minutes. Grabbing her keys from her bed where she dropped them Tilly walked out of her room and headed towards the staff quarters. Checking her watch as she approached she realised she was out after curfew. Needing someone to talk to she knocked on Toby's door.

Tilly bounced on the balls of her feet waiting for Toby to open his door. Just as Tilly was thinking that he wasn't in he answered it.

"Tilly. It's after curfew." He told her.

"I know I just." Tilly started before smothering a sob.

"What happened?" Toby asked, while stepping back to allow Tilly into his room.

It was against all rules and procedures for a male instructor to be alone in his room with a female student, but he also knew if he tried anything he would be signing his death warrant.

He flicked the kettle on and pulled two mugs off the mug tree.

"I got back from my science class and I found Carl in my room going through my things. I kicked him out."

"How does that make you feel?"

"What are you, a shrink?"

Toby raised his eyebrows at her

"Violated." She finally admitted.

"Tilly, have you ever thought that you could open up to Carl? You know. Let him in a little."

"I can't."

"Why?"

"There's a reason my file is classified and I'm using my middle name as a surname. You know it, but if anyone else found out it would turn me into a target."

"Carl is your partner, you are going to have to trust him at some point. This weekend you'll be doing survival exercises and you will need to work together to get through it."

"Can't I do it on my own?"

"Jesus, you sound like your brother. No Tilly, you can't. Try letting him into some of the little things about you and see how he handles them."

"I just thought it would be different."

"What do you mean?"

"I thought I would find a place to fit in and finally have some friends who know the real me, but I'm as alone here as I ever was."

"So try making friends. Start with Carl. You may find you have more in common than you realise."

"How do I do that?" Tilly asked, tears forming in her eyes.

"You could start by talking to him during my classes. Maybe apologise for over reacting. You could also try being the person you are in this room right now."

Tilly nodded.

"Come on Tilly, I'll walk you back to your room." Toby said, taking Tilly's mug off her and putting it down on the side.


The following morning at breakfast Tilly arrived and headed straight for the table she shared with Carl.

"Hi." She said to him as she sat down.

"Hi." He replied a little stiffly.

"Look. I'm sorry I snapped at you last night. I just don't like people invading my personal space like that. I caught one of my brothers doing it once."

"What did you do?"

"Lined my drawers with mouse traps. He learned his lesson after that."

"I'll bet he did. So you have a brother?"

"Three actually. All older."

"I bet that makes dating fun."

"I only speak to one of my brothers. He threatened my ex once. It was very fun to watch."

"Was he your ex before or after your brother threatened him?"

"Before, otherwise it wouldn't have been so much fun to watch now would it?" Tilly said, flashing Carl a very devious smile.

"I'm sorry I went through your room. I just don't know anything about you and seen as though you won't let me in and we need to work together for the next three years I thought I'd try and find something."

"Did you?"

"Did I what?"

"Find anything?"

"No. Your possessions seem to be as impersonal as you."

"They would be. There's a weight limit on international flights." Tilly said, her voice dripping with sarcasm, as she leaned over and picked the toast off Carl's plate.

"So you bring science books?" Carl probed.

"I have a degree in Theoretical Physics from Oxford."

"And why aren't you at Sci Acc?"

"Director Fury caught me taking out a five man tactical assault team by myself."

"Why was a tac team after you?"

Tilly kicked herself. She had said too much.

"It's complicated." She said, trying to buy some time.

"Will you at least think about telling me?" Carl asked her, knowing she had closed off again.

"Maybe someday." Tilly promised.


The principal had told them to select their electives for the year. They were allowed two. Carl had chosen for them to attend the cooking class and Tilly, over Carl's objections had chosen the dancing class.

"Welcome to S.H.I.E.L.D's cookery school. Most student's see this as a dossing class. I am going to tell you, if that's you get out now."

Tilly rolled her eyes.

"Put on your aprons and do as directed. If you mess around in this class you will be told to leave."

Tilly put her apron on and looked towards Carl who was eagerly waiting for more instructions.

"Today, you will be learning how to make a basic cake. You may choose between Lemon, Vanilla and Chocolate."

"Chocolate?" Carl asked at the same time Tilly said "Lemon."

"But I like chocolate cake!" Carl said to her sticking his bottom lip out at her.

"I don't. It doesn't agree with me." Tilly said in a flat tone that indicated the matter was closed.

"Lemon cake it is then." Carl said and went to get the ingredients they would need.

He arrived back to the area they had been allocated to find Tilly had gathered the equipment they would need.

He read through the recipie before Tilly took it and ripped it up.

"I know a better way." She said

"Of course you do. Let me guess. You have a masters in baking?"

"No, but I've enjoyed doing it since I was little. It reminds me of my gramz."

"You any good at it?"

"I made my brother's wedding cake."

"Ok. We'll do it your way."

"Have you ever cooked at all?" Tilly asked him.

"Only on an open fire. It's why I chose this elective!"

Tilly hung back and let him work. She told him what to do and showed him how to do it when he got confused over her instructions.

They were the first pair to put their cake in the oven. When they had Tilly helped Carl clean up and went to get the ingredients to make an icing.

An hour later they pulled the cake out of the oven. Carl went to tip it onto the cooling rack.

"Leave it ten minutes." Tilly advised him.

Carl looked around at the other pairs. He saw their cakes break as they tipped them out of the tins and instantly knew Tilly had a point.

He timed ten minutes and tipped the tin over. He knew that they had made the right move when it slid easily from the tin onto the rack.

He spent the next hour writing down the recipe as Tilly dictated it to him, while the others were attempting to remake their cakes.

Tilly also gave him some useful tips and variations which he noted down.

"You have 45 minutes left." Their teacher told them.

Tilly pulled the equipment that they would need to make their icing out and she showed Carl how to make it. While she was mixing it Carl sliced the cake into three pieces. Tilly split the buttercream and spread it over the base. Carl placed the next layer on it and Tilly repeated the process. Carl placed the final layer of cake onto the stack and Tilly spread the rest of the buttercream over the entire cake covering it.

"Time's up" Their teacher called as Tilly placed their cake on the end of their bench.

They watched as their teacher went around each pair in turn and try a small sample of cake. They could see they had progressed the furthest.

Tilly could see the teacher was clearly not impressed with the outcome of the lesson and the cakes her students had created.

She arrived at Tilly and Carl's cake.

"You managed to ice it?" She asked.

Tilly nodded.

"What flavour?"

"Lemon." Carl answered with a dry mouth.

Their teacher cut a slice out of it and put it onto a plate. Using a fork she took a mouthful.

"This is good. It's nice and light. The lemon is just right. What did you do?"

"We used the zest as well as the juice and we beat the eggs seperatley and added them all in before folding in the flour rather than alternating." Tilly told her.

"Very good." She said to them, before walking off with their cake. Carl hugged Tilly.

Suddenly all of the pairs in the class were asking to try their cake. There was barely any left for them when they had finished.

"Let's go get a sandwich." Carl suggested.


They were in the dining hall when Tilly noticed a spot of mould on the sandwich she was halfway through.

"Gross." She said, throwing it back onto the plate.

"What?" Carl asked her before he looked at her mouldy sandwich and suddenly lost appetite for his own.

"So dance elective in the Arena? Are you trying to punish me for something?" he asked her.

"Or something. Dance is something I've never done. I thought it would be fun to actually learn something while I'm here." Tilly admitted.