"Can I get you anything? Coffee? Water? Maybe a bagel?"

"I'm good thanks. Now what am I doing here?"

"You killed Tim Roberts."

"That animal killed the woman I loved just because she was different. He deserved what he got."

The other man smiled softly, but didn't respond otherwise.

"I know you probably think I'm some kind of psycho, but I'm not. I just did what anyone else would have done in that scenario."

"I wouldn't know. My girl thinks I'm dead. The whole world does as a matter of fact."

"So, does the dead man have a name?"

"Phil Colson."

"So Phil, why am I here?"

"You mean as opposed to rotting in a cell or in a padded room at Belle Reve like the nut jobs you stopped?" He asked, and Clark nodded.

"You could still go there. Some people think you should."

"But you think differently."

"Yes. I think that you can make a difference. You just need proper training."

"From who? Just who the hell are you?"

"I work for the Strategic Homeland Intervention Enforcement and Logistics Division. Our job is to protect the world from threats that local and federal agencies are ill equipped to handle. Now what I can offer you is a chance to make the world a better place...a chance to be a part of something bigger. Or you can rot in a cell for however long they decide to put you in there. But know that when I walk out of here, this deal will walk out with me."

"My family wouldn't know what I'm doing?" He asked, and Colson shook his head.

"As far as they are concerned, you took a plea deal and got sent to a boarding school for troubled kids."

"Fine. Then I accept. But Phil...you go near my family, I will do to you and yours what I did to Tim Roberts."

A Month Later

"Welcome to advanced tactics and training. You are here because you all supposedly excelled in the beginners class. I say supposedly because I don't give a crap what your other instructors thought. As of right now, you are nothing. Whether or not you stay that way in both my eyes and the eyes of SHIELD will depend on the next four months. So I guess what I should really say is welcome to hell ladies and gentlemen. Let's see if you survive the experience."

Natasha Romanoff looked over at the faces of the new group, once again wondering why she did this every year. She was Fury's number one, the best agent SHIELD had and one of if not the most dangerous assassin in the entire world, and yet here she was teaching some second rate novices to be spies. Oh it wouldn't be so bad if she came across even one person who actually cared to learn what she was teaching. Instead, she was always eyed up like a piece of meat by the males while the females tried to give her a death glare. It was actually pathetic as she had been given worse death glares by her dog. Besides, it wasn't like she had any thoughts about 'stealing away' one of the recruits as it were. For one, they were recruits but even more importantly they lacked any real backbone. They lacked the will and ability to do what was necessary to get the job done, the killer instinct that made one a top agent of SHIELD.

Oh, there were some who were top agents, but they were few and far between. Colson was one such agent. He may temper his instincts with compassion, but when push came to shove he would do whatever it took to accomplish the objective. Clint Barton was another. Hawkeye was cold, ruthless, the consummate professional. The last aside from Director Fury and Maria Hill was Grant Ward. The newly minted specialist was the best pupil she had ever had, taking in her lessons like a sponge took in water. He was also far too much like a brother to consider anything else. The same was true with Barton. So Natasha Romanoff was alone, partly because earning her respect never mind her trust was next to impossible. And partly because of the simple fact that no one had met her standards.

"What do we get if we survive?" One of the men asked as they eyed her up and down. Before Natasha could comment she saw the man put on his back, another man's foot at his throat.

"We get to do what we signed up for. Now if you all can get your tongues off the floor perhaps Agent Romanoff won't send us all out of here in body bags." Clark spoke up, glaring at the man on the floor before glaring at every other person in the room bar Natasha. When his gaze landed on hers his glare softened, but she was surprised to see that the determination never left his eyes.

"My apologies for the interruption. I figured it best if we didn't have to waste more time cleaning this idiot's body off he floor."

His eyes never left hers, and she couldn't remember this young man staring at her as the others had been. So rather than say anything she just nodded before motioning for the man to let the other man up.

"Alright everyone, let's begin. For starters I need to see how much you know. However, if it's anything close to what your friend on the floor knew than I can promise you will hate me by the end of the lesson."

Her tone told Clark that she wouldn't mind their hatred in the slightest. In fact, she may prefer it.

"Well? Are you all going to stand there or is someone going to-"

Her words were cut off as Clark attacked. Outwardly her expression remained blank, but inwardly she was smirking. The boy at least remembered the basics of his training. He had let her talk and attempted to use that to his advantage. Against most average opponents it would have worked. Most people would be unable to effectively split their focus, and as a result would find themselves beaten, assuming they were still alive. However, Natasha Romanoff wasn't just an average opponent. No, she was the Black Widow and as a result there was only one way this combat was going to end. And it did end two minutes later with Clark on his back, Natasha's heel pressing on his throat.

She didn't say a word, just removed her boot from his throat before gesturing for the next recruit to come forward.

Three hours and several moans and groans from the recruits later, Natasha stood in front of them once again, shaking her head.

"Pathetic. Absolutely pathetic. None of you would last more than a minute in a fight, if you even lasted that long. Now I expect that by tomorrow all of you will at least remember the basics. Otherwise you will regret it. Dismissed."

"Hold on a minute." Natasha said just as Clark was about to walk out the door. He stopped and walked back over to her, waiting for the senior SHIELD agent to speak.

"You interfered with my lesson."

"I explained my reasons. If you have a problem with them, then by all means do whatever you feel is necessary. However, I'm here to learn, not to watch my instructor get stared at by immature brats who think she's eye candy or glared at by stupid little girls who don't belong here."

"And you Mr..."

"Kent. Clark Kent."

"Do you belong here?"

"I won't even dignify that question with a response simply because I know it wouldn't matter to you what I said. Words are meaningless unless you take the actions needed to back them up."

"Too true. It's refreshing to meet someone who actually understands that. But tell me this...why do you want to join SHIELD?"

He hesitated, but didn't look away from her green eyes. A moment later he spoke, choosing his words with caution.

"I didn't at first. I don't know if you've seen my file, but it was either join SHIELD or go to jail for killing the person who killed my girlfriend. To be quite honest, I'm still not sure if I want to join SHIELD. But regardless of my opinion on the matter the choice has been made. If I'm going to be joining SHIELD, then I'm going to be the best. Anything less is unacceptable."

Natasha looked into his eyes and saw nothing but honesty and fierce determination. Against all odds she found herself believing what he had told her. Only time would tell if that belief was proven true.

"If there's nothing else-"

"There is. Be at this location at 2300 tonight. Don't be late." She told, handing him a piece of paper. He nodded once before walking out the door. He was certain it was a trap, but he also had a gut feeling that if he survived it would be worth it. I he didn't...well that wasn't an option he was willing to consider.

'Welcome to SHIELD Academy Kent.'

A/N: Just an idea I had! Good or bad let me know, but no flames please!