There were few instances in his life when Fred had ever been rendered speechless. He could remember them all, count them on one hand. Had he ever been unsure of what he wanted to say, needed time to consider the best way to respond to something, or chosen not to at all? Yes. But not many occasions when his pragmatic mind had failed him.

This. This was one of those occasions.

Nothing momentous had transpired. He'd stooped at the same time she had. Prevented her from taking a topple. Attempted to apologize - though, he hadn't really, had he? Then she'd made that odd statement about a cat he hadn't even been aware she'd owned.

She'd said his name in a manner which had seemed to suggest they knew each other far better than they did - far better than she could ever be permitted to know him. It was the same familiarity with which Kelly or Linda or John used his name. Comfortable. Full of the trust of knowing, with him, they were safe - always. From an enemy weapon in the back, from unwarranted criticism, to speak their minds or express concerns or issues. She's said his name in that same manner. Casually.

And she was hiding something.

"Are you? Alright?" She was still standing in the wet sand in front of him, still holding her shoes in one hand. Her features were open and uneasy.

But she was hiding something.

"Me? Yes." How long had he been standing there contemplating her? Too long. He'd been perplexed about her choice to remove her footwear and walk into the saltwater, but it'd also fascinated him that it'd appeared a natural action for her. There weren't many beach goers at 0720 when Blue Team was completing their 10K, but he knew this - what she was doing - was what people came to the beach to do. He'd just never witnessed anyone wading in the ocean under a sky full of stars, collecting shells and tossing them. The way the cold light bathed her, making her hair all the paler as the breeze stirred it against her red jacket. The way her body twisted through the motion of throwing the shells, fluid and with the smallest of hitches which told him she'd likely injured her neck at some point or the hours bent over a tablet had resulted in knotted muscles.

"You're sure about that?"

"I don't understand what it is... You're not afraid of me - of Spartans. But your reaction, changing your routine to avoid us - there has to be an explanation-"

"Fred-"

"Ms. Ashton, my eyes work pretty well."

"I know, trust me!"

He wasn't sure what to make of that assertion, nor how it was she expected to be trusted when it was clear to him she wasn't saying something - something relevant. Nothing else made sense.

"My name is Lyra," she said, her breathing less controlled than it had been. "I mean, you might as well use it - we're not on base and I thought I was clear about not answering questions, so you owe me that much."

Fred shook his head, though even he didn't know what it was he was denying. "I didn't ask any questions." That, yes. But also the propriety of referring to her by her given name? She wasn't UNSC, wasn't in his chain of command. He didn't have to address her formally. She seemed to have gotten over any qualms about using his name.

Moving past him, she headed further along the beach. "No, you're just making accusations."

"I'm just calling it like I see it." It hadn't been his intention to offend her, but he was convinced this wasn't 'nothing' or a misunderstanding. She was involved in a major and classified project and depending upon the nature of whatever it was she was hiding, that could be in jeopardy.

"Well, you're right - I'm not afraid of Spartans. I worked on the Mark V." He'd begun to trail her, uncomfortable with the idea of letting her wander off alone in the middle of the night. She wasn't inebriated that he could perceive, but she admitted to a drink and her judgement and response time could be impaired. Part of him wondered if this was what led to her abrupt revelation. "With Halsey." She kept going, shoes dangling from her fingers. "I never saw any of you then, but she said some things."

This caught him off guard. Halsey had spoken of the program? To a civilian? "What things?" Maybe this was a ruse to get him to confirm or refute any theories she might have?

"I had a condition - I was losing my vision. She helped me to get a procedure to correct that, it was a variation of the ocular augmentations you all received. If not for that, I don't know if I'd still be able to do my job right now. At some point, I wouldn't have been able to, anyway."

He digested this. It was possible Halsey could have facilitated the operation. But not without a purpose in mind. He'd never known her to be particularly charitable - her reasoning was practical. Then again, the fact Lyra had been involved with the Mark V project made her selection for this assignment more logical. And Halsey valued competence. Perhaps it was as simple as she'd viewed Lyra as a resource worth guarding for future endeavours?

"She never spoke specifics, but it was obvious she'd invested a lot of… a lot into the program." Her pace slowed. "I never forgot it. Any of it." Her voice had taken on a strained quality he couldn't comprehend. She balanced on one foot, then the other - coordinated enough to confirm his assessment regarding her sobriety - as she put her shoes back on and then pushed her hands through her hair. Then she turned around to face him. "When I saw you that morning, it reminded me of all that. I thought chances I would meet you all were slim considering I hadn't laid eyes on a Spartan during the other project. It was a surprise."

It… was a plausible explanation. Even if he didn't fully comprehend what had elicited her emotional response to discussing the subject. The procedure might have been a traumatic experience - recollection of his own still managed to disturb his vitals and thoughts more than thirty years later.

"I need to be getting back now. I'll manage on my own, thanks Lieutenant."

"I have to walk in the same direction," he pointed out, undeterred by her preemptive dismissal. Though he was feeling both uneasy about how much he'd pressured her and at the same time as though there was something he was still missing. "No more questions or accusations, you have my word." What possessed him to extend his hand to shake on the matter, he didn't know. It felt unnecessary and presumptuous straight away, but he could see she was deliberating what to do and so waited.

When she closed the distance between them and accepted, realization hit him with force. Her slender fingers curled around his hand, their palms flush and he enjoyed the sensation of her smooth skin beneath his thumb. He'd wanted to touch her. It'd been a subconscious excuse to do so.

Voices drifted on the breeze and his head turned automatically to determine whether they represented a threat or not. At first, even his enhanced eyes had trouble distinguishing the source, but then he spotted them - two people further on, one male one female judging from their silhouettes. They collapsed onto the sand in a heap accompanied by laughter. Were they grappling? Drunk? Both? The throaty moan which followed caused Lyra to clear her own throat, drawing his attention back to her.

He was still gripping her hand.

"Maybe we should give them some privacy," she suggested, puzzling him all the more. Privacy to fight, rolling around in the sand-?

Another moan reached them and his brain finally made the appropriate deduction. Not grappling. Not in a violent manner, at least. He felt his face heat at taking so long to come to the same conclusion she had. And for still failing to release her hand, an oversight he corrected promptly.

She started back and he kept pace with her, sounds of the amorous engagement fading away. Then she laughed. "That seemed like a pretty scandalizing experience for you."

Fred wrinkled his nose. "Wasn't expecting it. We run on that beach every morning."

"Morning isn't a very discreet time for beach sex, so I think you'll be safe enough tomorrow." She paused. "Unless they're committed."

He shouldn't ask. "To?"

"Staying up all night. Maybe you can tell them they rudely interrupted us if you come across them." She flashed him a smile which was pure cheek. Obviously his reaction to the situation had amused her.

"Wouldn't I be rudely interrupting then?" He had to assume she wasn't being serious. People didn't spend all night in a public area doing that. Then again, up until five minutes prior he hadn't realized outside on a beach was a location of choice. His face was still on fire, but he didn't think it overly discernable in the darkness.

She only laughed more. In fact, she laughed a lot and clutched the front of her jacket. "Fair point," she gasped through lingering giggles which did odd things to his insides.

They lapsed into a comfortable silence and he walked with her all the way back to the hotel, past the bar and past the warthog he'd commissioned the use of for the night. She didn't protest and he didn't ponder too closely that he was going out of his way. Again.

"Well, goodnight," she said outside the large glass doors.

"Goodnight, Lyra."

She arrived at the base at 7:30 AM and offered Fred a nod when he and Blue Team filed past as her satchel was being checked. A gesture which he returned, his scarred eyebrow hitched up in good humour.

They repeated the sequence each morning for the next five days, but apart from this brief encounter, she saw nothing else of the Spartans. With the preliminary fittings complete, they'd moved on to technical trials of the Gen 3's function.

The day she passed in her report of the conflicting chains of code which had been the ultimate cause of the malfunction with John's armor - a curious cloning error which had only occurred with the software for his MJOLNIR - Lyra knew her time on site was drawing to a close. The project hadn't been nearly as extensive as that of the Mark V, mostly owing to the fact all supporting programming for an onboard smart AI had been excluded from her task list. She supposed in conjunction with the multiple layers of security they'd had her weave into the upgrades, the UNSC was looking to prevent a repeat of the breaches which had occurred during the Created conflict. Either way, it'd made her workload much lighter this time around. The Mark VII suite had been fairly comprehensive and well organized, allowing for seamless alterations and improvements.

But her neck and shoulders were killing her, just the same. As it turned out, walking to and from the hotel and daily stretches were not a substitute for the exercise program she adhered to at home. There was a gym in the hotel, but hauling herself from bed prior to 6:00 AM to make use of it wasn't something she was willing to do. And after returning in the evening she just wanted to eat, go through personal correspondence, listen to an hour or so of her audiobook and go to sleep so she could wake and do it all over again.

There was a pool in the rec compound. Swinton had mentioned it. She'd also described it as being rarely in use. So, on that day, after handing in her report to Naples, that was where Lyra had headed. She'd researched the area and had packed swimwear with the intentions of spending a few evenings of her leisure time lounging on the beach. That hadn't worked out and the two-piece wasn't something she'd usually wear to do laps, but it was still practical and not liable to fly off with a wrong stroke, so she'd judged it suitable.

As advertised, the pool had been deserted and she'd been gloriously free to do as she liked. Which had amounted to twenty-five laps, some languid floating, and not much else. It was approaching 9:00 PM when she dragged herself from the tepid chlorinated water and went into the locker room to change. A quick search of the area had not revealed any towels. A second, more thorough check had resulted in the same.

Why? Surely they were somewhere.

Wandering back out poolside, she chewed the inside of her cheek. She could always do her best to slick the water off and resign herself to walking to the hotel in semi-wet clothes.

But there had to be towels.

Her gaze slid to the men's change room. There was no one else there, no reason for her not to have a look. If there were towels stocked in there, she'd grab some and replenish the women's - she'd be doing whatever female came in next a disservice if she didn't check.

With that resolution firmly in mind, she padded over and leaned into the doorway. Nothing, no sounds of anyone being present. She slipped in and began looking in the obvious places; storage built into the bench seating between the aisles of lockers, beneath the wall mounted vanities in the lav, then back to randomly search lockers with dwindling hope of locating linens - which was when she came across the neatly folded fatigues.

Oh. Oh, shit.

Wait - no one could have come in while she was there, she would have heard them. And there'd been no one in the pool. Had someone forgotten their uniform at some point? She snorted at the thought.

Well, it seemed she'd be walking back in clothes that clung uncomfortably to her skin after all - but nothing ventured, nothing gained. Tugging her hair free from the braid she'd tied it back into, she was wringing excess water from the soggy length as she made her way down the aisle to return to the women's change room when another door slid open.

So close. She cringed. It was possible she could slink out without alerting whoever it was, but if she got caught it would be awkward. "Sorry, I-ah, there were no towels in the ladies and I thought I would check in here since it seemed empty. I'm just leaving." Lord, it was a good thing she wouldn't be around much longer. The last thing she needed was to be fielding snarky remarks about being a pervert from Swinton if she found out about this. She hurried towards the exit back to poolside as quickly as was safe with wet feet.

And skidded into a sweaty torso.

Not just a torso, to be fair. The rest of him was there as well, and it was just her luck.

She eased back from the damp gray t-shirt she'd nearly faceplanted, saved by the knee-jerk reflex to throw her hands out to avoid collision. They rested against a warm ribcage and bicep.

For his part, Fred appeared just as astonished as she was certain she must. His vivid blue-green eyes travelled downwards, surveying her lack of clothing. Ironically enough, he held a towel. He didn't seem to know what to say.

Neither did she.