Tilly strolled into the Arena Saturday afternoon for her advanced combat class. She came face to face with Toby.

"So how does this work?" Tilly asked him.

"In this class I fully intend to push you to your breaking point, just so that I can see how hard I have to push. You will spar a variety of people. Some of them are high ranking agents that have been asked to come in specifically for this. I do not know when they will arrive, or how many of them there will be. We will also be using advanced weapons. Usually Agents don't specialise in a particular weapon until they reach level 6, but Director Fury wants you to have one." Toby explained.

"I get to chose a specialist weapon?"

"No. I chose it for you."

"Oh. So what are we doing today?"

"We are going to take it easier this week. Let your ankle get used to the movements again."

"So hand to hand?"

"Yep."

"Just me and you?"

"For today."

"And then we move onto different weapons and higher ranking agents, depending on who's available." Tilly recited, clarifying the plan for advanced combat.

"That's right."

"Let's do this." Tilly said shaking her arms out.

Toby lunged for her as she warmed up. He was supposed to allow all of his classes to, but this was a class not on the curriculum. Tilly ducked his lunge and Toby hit the floor skidding across it on his front.

Toby got to his feet and shook off the surprise that she ducked. He lunged for her again and she ducked it again.

This time Toby groaned as he hit the floor.

"Are you sure you want to do this?" Tilly asked him.

"No, but I've been ordered to so we are going to do it. You could make it a little easier by engaging instead of ducking me." Toby told her. Tilly let him shake off his daze.

"Or you could be impressed that I'm close to knocking someone out without laying a finger on them." Tilly told him as Toby rushed her again.

Instead of ducking him, this time Tilly brought her knee up to meet the bottom of Toby's ribcage, which completely knocked the wind out him and he collapsed to the floor, barely able to breathe.

"Are you ok?" Tilly asked him as he tried to shake off the winding.

"Yeah. It's just been a while." Toby told her attempting to get to his feet.

"A while since what?"

"I had my ass kicked."

"If you're so competent and you were here with my brother, why aren't you on active duty?" Tilly asked, expertly blocking a volley of blows Toby was throwing at her.

"I blew out my ankle while I was here. Tore too many of the ligaments holding it together. Fury thought it was a waste of my training to have me just go back out into the world so he asked me if I wanted to teach here." Toby explained, creasing his brow and concentrating as he tried to get the better of Tilly.

"That sucks. So were you responsible for Amber and Kain?" Tilly asked gripping Toby's latest blow and flipping him over his shoulder.

"No. Dan oversaw their training. I don't usually take control over training, but your year is a complicated bunch."

"Is that because I could break Carl in half just by sneezing on him." Tilly asked again, backing off and letting Toby get to his feet.

"That's one of them. There also seems to be a few martial arts champions in your year." He replied smoothing his top down. He launched at Tilly again and she parried his blows, but instead of turning and flipping him over her shoulder again she held onto his arm, used it as a bar and spun around it before using his arm to pull him face first into the floor.

"Want five?" Tilly asked.

"Please." Toby said, panting crawling to the side where he had left his water.

Toby sat on the floor breathing heavily, sipping his water while Tilly used the time to stretch. During all their classes he hadn't realised just how flexible she was and felt a guilty pang as he realised he hadn't let her properly warm up before combat.

"What?" Tilly asked, bringing him out of his guilt. That's when he noticed he hadn't even caused Tilly to sweat.

"I don't even think Romanov is that flexible." Toby told her.

"She is. Believe me." Tilly said raising her eyes at him.

"I think it's time to move onto a weapon." Toby said, unlocking the weapons case.

He pulled out a long thin staff and threw it to Tilly.

While he was getting his own staff out Tilly inspected it for the small join in the middle, meaning she would be able to split it into two when she needed to.

"Now these will require many hours of training, but you will get the hang of it soon." Toby warned her.

"Pickup sticks. You a master?" Tilly asked him.

"Not by a long way." Toby admitted throwing the stick towards Tilly.

They exchanged blow after blow, Tilly handling each and everyone with ease. When she split the stick and used one to take his legs out while the other connected with his face Toby realised she had used them before.

"You know how to use these?" He asked her as she stood over his body on the mat.

"My brother spent an hour early one morning teaching me." Tilly smiled, holding her hand out to help him up.

"How early?" he asked her taking her hand

"2am. Neither of us could sleep."

"One hour. That's all? Are you sure it wasn't longer?"

"Nope. One hour. That's all."

"How did you learn that in one hour?" Toby asked her, clearly there was something she wasn't telling him.

"Photographic memory. I see, I repeat, I do once, I learn forever." Tilly told him with a wink.

Toby let Tilly abuse him with the pickup sticks for another hour before calling it a day.

"Thanks Toby. See you Monday on the obstacle course!" Tilly called as she left the Arena.

Toby went to go and get an ice pack for his multiple injuries, wondering just how much Ward and Romanov had actually taught her. He traipsed the steps to his room and collapsed onto his bed.

Tilly reached her room and as she pushed her key into the door Carl caught up with her.

"Hey. How was advanced combat?" He asked her, still sceptical that she was having these lessons.

"Good. I think I beat Toby up a little too much though."

"You beat Toby up?"

"Kind of." Tilly admitted. Carl laughed. He still wasn't sure how truthful Tilly was being.

"What do you fancy for Dinner?" Carl asked her. They were still ordering in.

"I feel so groggy from all the junk we've been eating. Can we do something healthy?" Tilly asked.

"Sure, what you thinking?"

"Google?"

"Google isn't a type of food."

"No, but Google will let us know what's around here that's healthy." Tilly pointed out.

"I see now why your top of the class." Carl snickered as he followed Tilly into her room. He started prodding around her things. He was about to open a drawer when he remembered Tilly telling him about the mouse traps.

"There's nothing in that drawer for me to protect with traps." Tilly told him.

She had been watching him look around her stuff. He sat at her desk and pulled the plan for the communication bracelet towards him.

"You drew this up?" he asked her, looking impressed.

"Not quite. I drew the plan, but my brother and sister came up with the original idea."

Carl picked up the bracelet and looked at it.

"Is that a bullet hole?" he asked her.

"I think so, but I found it in Peru so it could be anything." Tilly told him, which made Carl drop the bracelet back onto the desk. Tilly tapped away at her laptop.

"There's a sushi place that delivers." She said to Carl.

"Sushi?"

"Yeah, bit of raw fish and salad. It'll be alright." Tilly told him.

Carl screwed his nose up and took the laptop off her.

"You want Chinese again don't you?" Tilly asked him.

"Maybe..." Toby said to her with a sheepish grin.

"Fine. We'll get Chinese. But if I put weight on I'm coming after you." Tilly caved.

Tilly and Carl walked into the bar a couple of hours later and everyone turned to look at them, or more specifically, her.

"What?" Tilly asked, swatting at her face thinking she had something on it.

"Sing us a song!" someone called and Tilly laughed. Clearly her performance the previous night was still fresh in the minds of some people.

"Not tonight. I just want a quiet drink. Maybe next week." Tilly told them parting the crowd and arriving at the bar.

"Amaretto and Coke." Tilly ordered.

"Sounds good. I'll have the same!" Carl said arriving next to her. "Someone's certainly popular with the second and third years." He told her with a laugh.

"I know. All I did was sing one lousy song." Tilly said. She couldn't believe that random people kept coming up to her and talking to her.

"It's a pity our year still hates us!" Carl told her.

"They're just jealous." Tilly told him, hoping that it were true.

The bartender arrived with their drinks.

"Crap. I've forgotten my wallet. I'll be right back." Carl said, patting his pockets down.

"I'll get these. Go after." Tilly told him.

"You sure?"

"Yeah. You buy the next one." Tilly said, handing over some money.

"You're on." Carl winked at her and taking his drink.

They sat enjoying their drink while people kept talking to them. One guy even asked Tilly if she wanted to dance. Carl watched her go and decided it would be the perfect time to go and get his wallet.

Tilly was enjoying herself, she enjoyed dancing and meeting new people like this. She saw Carl leave and assumed that he was going to go and get his wallet.

Furrowing her brow she saw Mike tap Brad on the shoulder and point after Carl before alerting a few more people and following him.

Tilly made to go too, but the guy she was dancing with wouldn't let her leave. Tilly pointed to Carl who disappeared out of the door and then to Mike, Brad and their crew. He nodded at her and they both headed for the door, hampered by people wanting to talk to Tilly.

By the time they made it to the Atrium Carl had vanished, but Tilly and her hawk like ears could hear thuds and grunts of pain. She tapped her companion on the shoulder and followed the sound. It eventually brought her out on the balcony over the Atrium and Tilly could see five guys trying to overpower a bound and blindfolded Carl and throw him over the railing.

"I'd let him go if I were you." Tilly warned them stepping forward.

Her companion ran to get help.

"Well, you aren't me so, no." Mike said, elbowing Carl in the face.

Two of the five dropped Carl and raced for Tilly. She dealt with them quickly and effectively and before they knew it they were semi conscious on the floor.

"Oooo. I forgot. You're Matilda Grace. Top of the class. What are you going to do? Beat us up?" Brad asked.

"I don't 'beat people up'. I overpower them to gain a tactical advantage. That being you won't be able to throw poor Carl over that balcony." Tilly told him.

The remaining three dropped Carl and advanced on Tilly. Carl's blindfold had come loose and fallen off, just in time to see Tilly perform the most astonishing Martial Arts he had ever seen. She twisted and turned and dealt blows with a fury. Before Carl could comprehend what was going on all five of his attackers were in differing degrees of consciousness on the floor and Tilly was knelt by his side hacking away as his bindings with a knife he was sure he'd seen before.

"What the hell has been going on here?" Tilly heard Dan ask as he arrived with the guy she had been dancing with.

"They attacked him." Tilly explained.

"Then why are they all out of it?" Dan asked Tilly.

"They tried to attack me too when I stopped them from tossing him off the balcony." Tilly told him, trying to help Carl up.

"Fighting isn't allowed out of the Arena. I will have to report this to the principal." Dan told her with a bit of a smirk.

"Do what you need to Dan. I will also do what I need to, which right now is taking Carl to medical." Tilly told him, starting to lose her temper with him. Between him and Oleg she would be lucky to last the year.

Tilly put Carls arm around her shoulder and attempted to heave him off the floor. Her companion saw her and raced to Carl's other side to help. They half carried, half dragged Carl down a corridor and set off towards the medical suite.

"I'm Ed by the way." He said, formally introducing himself.

"Tilly."

"I know who you are. You're the girl who hit Agent Ward in the face with a fish."

"I didn't do it on purpose!" Tilly told him.

"It doesn't matter. That's turned you into a bit of a legend around here."

"You do know he dropped me into the stream don't you?"

"Doesn't matter. No one has ever done anything to Ward before."

"So because I let go of a squirming fish that hit him in the face on its way back to the water I'm a legend?"

"Yeah. You'll be a bigger legend tomorrow when word of you taking out five guys on your own gets out."

"Or it will turn me into a walking target." Tilly told him. They reached the door to the medical suite and went through it.

"Not back already are you Matilda?" the doctor asked, seeing her around the curtain.

"No. It's my partner Carl. He was attacked." Tilly explained as the doctor noticed Carl and he and Ed helped him onto a bed.