Fitz had long since given up trying to fall asleep, instead he found himself staring at the motels cracked plaster ceiling, at the dancing waves of light that illuminated the room, reflected off of the pools surface outside. He listened to the soft hum of the air con along with Simmons' soft, rhythmic breathing which cut through the perfect silence. It was guilt. He knew it was ridiculous; he had nothing to feel guilty about. He also knew that this had nothing to do with Ward either, and more to do about his best friend sleeping soundly less than a metre away from him in nothing but a sports bra and a pair of his old boxer shorts.

He repositioned himself as silently as he could on his side and looked over to Simmons' sleeping form. She lay curled tightly in on herself in the centre of her bed, her sheets covered only her middle and her pony tail had come loose in the night, stray locks of hair stuck to her neck and forehead in a way that Fitz badly itched to reach over and tuck them back. Before he could even find the nerve, she startled him by flipping herself quite suddenly on her back.

"Simmons?" He whispered, quietly hoping he hadn't been caught in the act that he now realised was rather creepy of him, but instead of a reply she let out a shriek that for a moment made his heart stop.

He threw off his covers and made his way quickly over to her bedside, trying to restrain her flailing, burning limbs before realising she wasn't breathing. "Simmons!" He hissed frantically as he shook her shoulders lightly in an attempt to wake her, "Jemma, wake up, Jem- ow! Bloody Hell..." He recoiled as Jemma's forehead collided with his own with a resounding smack as she finally bolted upright, her eyes snapped open.

"Fitz?" She gasped as she re adjusted to their surroundings.

"Shh, Yeah, I'm here," Fitz breathed a sigh of relief as he massaged his brow bone, "I think you were having a..."

"Nightmare... Yes, I- oh goodness," Jemma gagged. She pushed herself off the bed and scrambled to stick her face into a nearby waste paper bin and heaved violently, leaving a bewildered Fitz kneeling on her bed dishevelled bedding.

The sound of Jemma's sobs snapped him back into the present. Slowly he crossed the room over to where she was kneeling on the floor, her slender arms wrapped tightly around her tiny body as if she would fall apart if she didn't.

Fitz hesitated before lowering himself to the floor next to her. It took him another minute before he placed a gentle hand to the bare skin of her shoulder. Jemma reacted immediately, pulling herself onto his lap, where he cradled her against his chest, rocking them and stroking her curling hair in a way he hoped was soothing.

He supposed it was, because gradually her gasping sobs turned into barely audible whimpers and eventually she became so quiet he almost believed she had fallen back to sleep, curled against his tear soaked vest.

It reminded him almost of how he had held her back when Skye had been shot, they had stood silently until they were both stained with their own tears and blood which hadn't belonged to either of them. Even then when Simmons had struggled to keep her best friend from dying in front of her, he had not gotten a reaction as severe as this one. It must have been one hell of a nightmare.

Fitz cleared his throat gently, "all better?" He asked. Simmons slowly lifted her head to look at him with large red-rimmed eyes, she inhaled shakily and sniffed, "yeah" she nodded weakly "sorry,"

"Don't be, Jem, do you, err, did you want to talk about it?"

She was silent for a moment before she whispered a reply, "I couldn't breathe, I was drowning, you were there, but you were…" she shuddered, "you- you were dead, floating lifeless…"

"Is that why you were screaming?"

Jemma nodded against his chest, he felt fresh tears begin to leak through his already damp undershirt.

"Hey, hey," he soothed, "Its okay, its not real, It was only a dream,"

Jemma stiffened before she sat up awkwardly in his lap in an attempt to put some space between them, but when she looked up to meet his eyes they found themselves so close their noses almost touched and they could feel each other's breath on their cheeks.

His heartbeat quickened, "Jemma?"

Without warning she scrambled to standing position and he was forced to release his grip he had on her waist. Fitz watched her curiously as she paced the room before settling to stand in the corner with head resting against the wall.

"Jem?" he said, "Jem, what's the matter,"

"Nothing, Its nothing," she replied.

"Why don't I believe that?" Fitz saw the muscles in her shoulders tense, "Is this still about the nightmare, Simmons?"

He paused. Simmons said nothing. "You know you can talk to me… Bottling things up is never the way to go, Jemma, if something is bothering you that much..."

"Fitz I know you mean well, but please stop," she sighed again, running her fingers through her tangled hair.

Fitz rose stiffly to his feet, a hot twinge of frustration surged through him. "Simmons, since when do you not tell me everything,"

"Fitz..."

"I mean for as long as I've been your best friend you've never hesitated to fill me in on every petty little problem,"

"Fitz, this is bigger than all that,"

"Well cant you tell me?"

Simmons hesitated; she turned to face him, her expression unreadable. "I want to," She whispered.

"Jemma, I don't care what it is, but it's making you upset..."

"Just leave it..." She said, backtracking.

"I just want to help..."

It might have been the lack of sleep, the heat, the hormone imbalance or the fact that she was still rather queasy and emotionally drained, but Simmons felt herself snap.

"You've done enough Fitz"

He blinked, "You're being unreasonable," He said haughtily.

"Yes, well I have every right to be seeing as I'm pregnant,"

Fitz could see her indignant expression falter as the realisation of what she had just said washed over them both. Fitz froze, his heart all but stopped and he for once felt himself at loss for words.

"Fitz?" Jemma spoke hesitantly as he lowered himself onto the bed in shock, staring blankly at the space in front of him "Fitz, I-are you ok?"

He opened his mouth as if to say something, but no words came out and he promptly closed it. Simmons sighed at his lack of response but gave him a minute before sitting herself down next to him.

"Fitz," his head snapped up as she placed a light hand on his arm and searched her face inscrutably.

"Pregnant?" He managed in a strangled whisper, "You- you're pregnant,"

"Yes" she dropped his gaze

"With a baby,"

Jemma bit back a sarcastic retort, "Yes, Fitz,"

"H-how..." He managed to stammer, Simmons choked out a bitter laugh. "Come on Fitz I know biology isn't exactly your field of expertise but still..."

"No, how long..."

Simmons paused, dropping her hand along with her gaze. "I'd say nearly twelve weeks now. But I've only known for five,"

"Is it..."

"I swear to god Fitz if you ask if it's yours..."

"Sorry, sorry, I-uh... Bloody hell..."

Fitz rubbed his hands over his face as he tried his best to process the new information his best friend had just given him.

"Are you angry?" Simmons whispered, her bitten nails dug into the skin of her palm as she balled her trembling hands into fists on her bare knees.

"How could I be?"

"I lied to you, you should be angry,"

Fitz shook his head, struggling again to find words.

Simmons sighed heavily. "I didn't want to tell you like this,"

"Does anybody else know?"

"Skye went with me to buy the test, Trip figured it out on his own so who knows…"

"You didn't tell your parents?"

She shook her head; "I was waiting to break it to you, first, then all of this happened…"

She paused to fiddle with the hem of his tangled bed sheets, weighing in her mind what she was about to say.

"Listen, Fitz, you are my best friend and I know how you hate change and I just want to let you know that if you're not comfortable..."

"What?" Fitz turned to her, his eyes bleary having been snapped out of his daze.

"What I'm trying to say is I don't want you to feel like you are under any obligation..."

Fitz stared at her incredulously, "Simmons, sorry, but what- what the hell are you on about?"

"It's okay, this is my fault, and you don't have to..."

"Simmons"

"I mean, I can move back with my parents, they'll probably hate me but you can continue with your career and if you don't want to..."

"Simmons,"

"...You don't have to see me or the baby..."

"Jemma" He silenced her, "what part of beside you the whole damn time don't you understand?"

He cupped the side of her face, forcing her to meet his steady eyes. "Now I understand were in a bit of a pickle…"

Jemma choked on her laugher, Fitz's smiled at her reaction. "… But I'm not walking out on you,"

"What about your career?" She breathed, after she recovered, "Your life?"

"What career, Jem, what life? It looks like all along we've been working for a pseudo-Nazi organisation and my identity has been completely wiped off of the face of the planet. I didn't think I had anything left to look forward to in this short, pasty life of mine, but..."

"We've got one now,"

The scientists broke into a pair of matching grins. "We're having a baby, Fitz,"

"Yeah," he murmured, lightly brushing his thumb across her cheekbone.

"It's going to be hard,"

"Yeah,"

"And scary,"

"Yes,"

"And we won't have a clue what were doing,"

"We'll manage,"

"Of course we will," she said, leaning her head forward until Fitz's forehead was pressed against her own, "Were a team, after all,"

"The best team," he agreed.

"I mean we can manage this can't we? As friends?"

Fitz was quiet of a moment; eventually he retracted his left hand from her grip and untangled the other from her mess of hair. He hovered hesitantly, almost cautiously over her barely protruding stomach. Simmons took his hand and gently pressed it against her skin above the waistline of her shorts and covered it with her own.

"Fitz?" She mumbled after a while, he hummed in reply, "Just... Thank you,"

"For what?"

"For... I don't know... Being so wonderful. For deciding to stay."

He flashed her an odd smile, "Simmons, you aren't getting rid of me that easily,"

A/N: I hope that wasn't too anticlimactic... I know a lot of you have been waiting for this chapter and this was probably my favourite, I'm planning to have some more chapters from Fitz's Pov in the future, so do let me know what you thought.

Happy Holidays :)