A/N: This is story 2 in the series Mechanical Hearts. Over at Archive of our Own, I'm splitting them into separate stories, but for ease of all the followers here- I'll condense it into one. This story title is from the poem The Lady of Shalot by Alfred Lord one takes place at least 20 years earlier.

A/N2: So glad everyone enjoyed the prologue. I'm changing a lot here for the purpose of my imagination, but I couldn't find much on Maria Hill's backstory anyway. Decreased the age difference between Hill and Coulson, and based this next section on 'what if Coulson recruited Hill to Shield'.

A/N3: I'm currently on a boat outside the coast of Alaska- yay for a magical service bubble where I can update! I'm technically gone for two more weeks, so not sure how often I'll have service or be able to update. On the plus side- I've had more time to write!

A/N4: I really don't know much about Melinda May or even Coulson really, outside of the Marvel Movies. I have a newly purchased season 1 of Agents of Shield waiting on me when I get home, but please bear with me if these younger versions are too out of character. This little section should be several chapters long!

She Lives With Little Joy or Fear

Chapter 1

~20 years earlier~

Agent Phil Coulson stepped away from the peeling green door of the South Side apartment he'd been staying at since arriving in Chicago. Frowning, he brushed a few paint flecks off his suit jacket and seemed to ignore the chill in the late October air while he headed down a few side streets to his favorite corner cafe. He knew he appeared to be a businessman on his way home from a long day at the office, and so he smiled pleasantly at the few passersby with most nary giving him a second glance- just the way he liked it.

The door opened with a small tinkling bell, and he slipped into a booth in the back facing the door. A few slices of pizza and a pot of coffee would do him well before he headed back to the Triskelion. Coulson politely thanked the waitress before bringing the steaming mug to his lips. He took a deep sip and sighed as frustrations from this latest expedition came to mind. It had been a complete and total bust. The two young men he had been sent to evaluate were hopeless and wouldn't even make it through the Academy. Fury wouldn't be happy with his report.

He finished his dinner quickly with only the swish of a turning newspaper page to interrupt the silence. He was looking forward to an early night before driving back. Leaving a generous tip on the table, he slipped out of the restaurant and headed back to the SHIELD-owned townhouse. The sun had already set, and the streetlights had begun to cast shadows on the pavement. The increasing wind foreshadowed the cold winter that would soon hit the city. Out of the corner of his eye, he saw a flash of movement and dark hair and attributed it to the thin, brunette girl he had passed in an alley when he first left the restaurant.

They had briefly locked eyes and she had stared back with a stubborn scowl. He was sure she had been digging through the dumpsters possibly looking for things to sell or heaven forbid, waiting on her dealer. She definitely had that look to her. However, it wasn't his problem and he pushed her icy blue eyes from his mind. However, it was late enough now that the streets had emptied out and any sudden movement might be a slight cause for concern. He tensed, ready for a fight, and turned to see three guys chasing after the girl.

"You're dead for this, Hill!" one of them shouted.

Coulson followed a for a few steps, unsure if he should get involved when he saw the brunette change tactics and skid to a stop with a flash of a feral grin. She was a scrappy little fighter, he realized as she took down the first two guys with a knee to the groin and a roundhouse kick, although she had caught her fair share of blows. She was quick, and didn't lose her mind in a fight. She catalogued every move they used against her and applied it to her next tactic. He fought back a grin. Maybe, just maybe. He continued to head towards the small melee when the sound of a gun being cocked made him freeze. The third young man had drawn a weapon and leveled it at the girl. She stared at him defiantly, a thin trickle of blood trailing from a cut on her forehead. Coulson drew his own weapon and made his presence known.

"You might want to rethink that, son," he said as two pairs of eyes flickered to him.

The guy growled, and backed away a few steps, debating if he could take the man in the suit as well as the girl. Realizing the odds weren't in quite his favor, he sneered.

"It isn't over, bitch."

"Fuck off, Johnny," the girl spat back as the would-be assailant disappeared into the darkness.

Coulson holstered his weapon and turned back as the brunette bumped into him as she tried to escape. He grabbed her left wrist and used her own momentum against her pinning her against the wall. They both froze.

"Is this how you like it?" the girl hissed, although she didn't struggle. "Quick fuck against the brick wall?"

Coulson could see her mentally calculating her options, and he smiled.

"I'd just like my wallet back," he said serenely. "Please."

Her face narrowed, and she reached into her jacket pocket with a huff. Dropping the leather square into his outstretched hand, she wrenched her left arm free from his grasp. At that moment, a flash of white and blue reflected down the alley and Coulson heard the girl draw in a sharp breath.

"Everything alright down there?" the officer called out.

Coulson straightened and made a split second decision arranging his face into a pleasant yet concerned expression.

"I was headed home from work when I saw three young men chasing after this young lady. I was concerned for her safety, and they disappeared south towards the river walk when they saw me heading towards them."

The officer nodded thoughtfully, studying the girl with thinly veiled distaste.

"You're lucky you weren't injured yourself, sir. The streets are full of hooligans these days, and cartel activity has picked up again. Next time, call it in and let the professionals handle it."

"Thanks officer," Coulson replied as the other man reluctantly stepped back towards his patrol car.

Coulson watched the cop drive off and was somewhat surprised to see the girl still beside him studying him with a blank expression.

"Why didn't you turn me in?" she said with a raised eyebrow.

"How old are you?" He ignored her question.

"Almost eighteen. How old are you?" she tossed back.

"Twenty Six. Shouldn't you be home?"

"I don't have a home," she simply stated.

He was surprised at her answer, but he didn't show it.

"What did you need my wallet for?"

"Don't be an idiot," she groused. "What do you think?"

He didn't answer, and continued to stare her down. She lifted her chin, and stared back.

"I was hungry," she answered after a moment.

"Let me buy you dinner," he responded and she studied him warily. "Just dinner."

She slowly nodded and followed him out of the alley at a slight distance. He headed back to the same diner, and wasn't sure whether she'd actually follow him or not. He wouldn't be surprised if she had bolted, but when he turned his head to hold the door open, she silently stepped through, her stomach rumbling loudly. He ordered two large pizzas with everything on them, and quietly watched as the brunette inhaled the first pizza in its entirety. He took a few minutes to study her. She was older than he initially realized, and her eyes held the the wizened, bitter look of a child who had experienced far too much. He had been impressed with her scrappy fighting style despite the odds against her, and her ability to think quick on her feet. She was rough around the edges, but there was something about her that had drawn him in, and she definitely had the solid makings to be a good SHIELD agent.

"Are you still in school?" he questioned after she had gulped down a glass of water.

"Graduated early."

"What do you plan to do next?"

"Get out of here. Maybe join the marines."

If she was puzzled about why he didn't ask why she was on the streets, she didn't show it. She sure wasn't volunteering any extra information, and he was pleased with her military answer. That would make his next suggestion much easier. They locked eyes once more, her blue eyes never wavering.

"I have a proposition for you," he started as he slid over his civilian approved business card that listed his occupation simply as 'government agent'. She listened silently. "I'm leaving tomorrow to head back to D.C. You are welcome to join me, and I can get you set up in the Officer Selection School at Quantico. I think you have what it takes to do more than just enlist. After you serve a tour or two, I want you to think about coming to work for my organization which I'm unable to tell you more about due to its classified nature."

"Anyone can print up a fake business card," she said after a moment, and he fought back a smile.

"I'll give you reference numbers and you can even use my phone to check out my offer now."

She held out her hand, and after he wrote out the numbers on a napkin and handed her his phone she headed towards the ladies room.

About ten minutes passed before she returned with the same blank expression. She returned his phone, and slid back in the seat across from him. Without another word, she simply raised an eyebrow.

Phil smiled warmly at her.

"I'll pick you up outside this cafe tomorrow at 6AM," he said. "If you're not here, I'll assume you changed your mind."

She nodded, and slowly exited the booth heading towards the door.

"What's your name?" he softly called after her.

"Maria," she replied without looking back.

The door closed softly, with no one paying her a second glance. Coulson shook his head, and pulled out his wallet to pay the bill. He chuckled and smiled a rueful smile at his empty billfold. Well, at least she had left him his credit cards.

Thirty minutes later, he was back in the safe house with the tv on softly in the background and hoped this trip to Chicago wouldn't be a waste after all. The girl had been hard to read, and he honestly wasn't sure if she'd show up or not. Pulling out his phone, he dialed a number from memory and waited for Melinda to pick up.

"Hey," she said. "How's Chicago?"

"Interesting, Mel. I found a girl-"

"It's about time, cheese," she interrupted and Phil could almost feel her teasing grin.

"Not like that, May," he said with an eye roll. "She was in a back alley fight, but definitely has a lot of talent especially for being untrained. She'll be a good fit for us."

"And let me guess- you want me to dig up whatever I can find on her for purely professional reasons, of course."

"Jeez May, she's only seventeen."

Melinda May just chuckled on the other end of the line and muttered something he couldn't quite make out. He sighed heavily.

"What's her name?"

"Maria Hill."

Three hours later, his phone rang. Coulson blearily fumbled for it while rubbing the sleep from his eyes. He had fallen asleep on the couch, the tv still softly playing some home shopping network advertisement.

"Coulson."

"Maria Kristina Hill," May started without a greeting. "She'll be eighteen on Halloween. Born to Timothy Charles Hill and Mary Elizabeth O'Connell- typical Irish Catholic family. Her mother died in childbirth, and according to the police reports and hospital records I was able to pull up, life wasn't a picnic for your girl, Cheese. Definitely a highly abusive situation, but she still managed to graduate high school early with honors and lettered in varsity cross country. Minor juvenile record- petty theft, but given her situation, not unsurprising."

Phil felt his throat tighten for this girl he barely knew, and he heard Melinda sigh.

"Be careful with her, Phil," May said softly. "She may not take kindly to your snooping."

Five hours later, Phil Coulson was in his trademark suit waiting beside the company car he'd been assigned for the journey. It was 6:08 and he debated on how much longer he should wait. With a deep breath, he rubbed the bridge of his nose, and turned to open the car door.

"You do that when you're frustrated," a calm voice stated.

He turned quickly, and stared at the girl who'd emerged from the side alley. Her hair was pulled back in a high pony tail, oversized sweatshirt falling almost to her knees over her tight jeans. She wore black combat boots, and the only thing she carried beside her was a worn violin case.

"Do what?" he asked as Maria's eyes darted from side to side, taking in every person and every detail around her.

"Rub your nose."

The left side of his mouth quirked upward in a half smile and he ushered her to the passenger side.

"Do you have any bags?" he asked.

"Nope."

He didn't push the question or show any visible reaction to her answer. She carefully placed the instrument case by her feet and leaned back against the seat. He quietly got in and buckled up, freezing when she tossed something towards the dash of the car. Three crumpled ten dollar bills and a handful of change rolled around the small compartment.

"I'll pay you back once I get a job," she stated firmly.

He just smiled.