Written because somewhere along the way I noticed that Jemma has a thing for Fitz's shoulders, and it has become my favorite thing.

Title taken from the song Beside You by Marianas Trench, because I was listening to like, four different Fitzsimmons mixes while writing this, and this was the one song they all had in common.

And if your heart wears thin, I will hold you up


On his third week at the Academy, Leo Fitz is as alone as he's ever been. Maybe even more so now, because at least back in Glasgow he had his mother to come home to, and now all he comes home to is an empty dorm room with his dirty laundry scattering the floor. He had thought, hoped, that coming to the Academy meant that he could finally find a place where he belonged, amongst people who understood him, clichéd as it sounds. Instead he was yet again the youngest among his colleagues, his lanky figure and thick accent sticking out like a sore thumb. And because he was in training with some of the world's brightest minds, the competition was stiffer than ever and made him an even greater target for bullying.

He stumbles into his Applied Physics lab ten minutes late, with dirt stains on his cardigan and knees. Jensen and two of his cronies had taken to literally shoving him around the courtyard after lunch. He'd managed to avoid them for a few days now by stocking up on sandwiches and eating in his room, but today he'd run out. Despite making himself as small and discreet in the cafeteria as he could manage, they still spotted him and had given him hell for it.

Professor Vaughn takes one look at the boy's appearance and raises his brow. He decides then to forego the admonishments and says "Please hurry to your seat Mr. Fitz."

Fitz gives him an appreciative nod before taking quick strides to his place in the back row, keeping his head down to avoid his classmates' stares.

"As I was saying," Professor Vaughn says, "you will be working with a partner for your final project. And because I expect only the best out of each of you, I want you all to start working as early as possible. So I'll give you all five minutes to choose a partner before I discuss the parameters of your final project."

Most of the students in the lab stand and pair off immediately, but Fitz doesn't make a move. He knows how this works. No one will want to approach the loser kid. And whoever is left, whoever he'll get stuck with, will leave him to do all the work. So Fitz doesn't move a muscle. Instead he stays hunched in his seat and counts the five minutes he has until he has to lift his head up and declare himself the leftover.

He's at three minutes and fifty-seven seconds when he feels a gentle hand on his shoulder.

When he looks up he finds a girl, and he recognizes her immediately as the only other student in the Academy the his age. Her hand slips off his shoulder once she has his attention and it starts fiddling with the fingers of her other hand (a nervous tick, he'll soon learn). "Leopold Fitz, is it? I'm Jemma. I was wondering… if you'd like to… be partners?... For the final project, I mean."

He's not sure if this is a joke, a dare, or if she's simply taking the logically best option (he did have the highest average in their first exam); but he's doesn't think too much about it when he answers.

"Uh, yeah. Okay. And it's Fitz—you can call me Fitz."

She smiles. "You can call me Simmons."


Nearly two years later, he's standing outside Agent Weaver's office; foot tapping, hands fidgeting over a piece of metal he planned on using for the prototype tranquilizer gun sitting in his dorm room. His watch says he has about two minutes until he has to go in, but he can't bring himself to open the door.

"It'll be fine, Fitz."

He turns around to find his best friend standing behind him, giving him an encouraging smile. But Fitz knows her better by now, and her eyes clearly say that she's nervous too.

He and Simmons had been doing well at the Academy. So well, in fact, that two months ago Agent Weaver had proposed the option of graduating three years early.

All that's left now is that they take this final exam, and if they do well, they'll be joining the commencement ceremony next week. Fitz was supposed to take the test first, Simmons after him. He couldn't help but wonder what would happen if one of them failed the exam and one of them didn't—specifically if he failed, and she went off and graduated before him.

"Remember what Agent Weaver said," Simmons tells him, "this exam is just a formality. We're as good as done now."

She brings her hands up to his shoulders and gives them a gentle squeeze. He can feel his muscles relaxing, feel the weight lifting off. "You'll do great," she says softly. "We both will."

Fitz smiles at that, and takes hold of her hands to lift them off his shoulders, giving them a little squeeze, before finally entering Agent Weaver's office.


He's never failed anything in his life.

Not anything he didn't intentionally fail, at least.

But he does now, and while it didn't really come as unexpected, the reality of his failure still hits him pretty hard.

Agility: Failed. Physical Strength: Failed. Hand-to-Hand Combat: Failed. He scans the list of exams in his field assessment and the red marks glare at him from the monitor. The only one he'd passed, it seems, was his Marksmanship test, and only thanks to the fact that making weapons involve testing them. But still, it unnerves him. Fitz is used to flying colors, not dripping red.

He all but ignores the sound of doors sliding open when Simmons enters their lab. She finds him moping in front of his computer and knows immediately what it's about. She'd just checked her own results as well.

She comes closer and eyes his results over his shoulder. "I failed too, you know."

He doesn't bother consoling her, she doesn't sound like she needs it. "Figured."

Simmons rolls her eyes. "You didn't want to go into the field anyway."

It's not an "I thought you said" or "what happened to saying this", her words and tone imply a fact. She's trying to remind him that failing his field assessments don't matter. It wasn't something he needed, and it doesn't make him any less of an agent. They were still two of S.H.I.E.L.D.'s top scientists, highly valued for their work.

She claps her hands onto his shoulders and presses her thumbs into his shoulder blades reassuringly. "We can always take them again."

Fitz sighs and closes the window. At least they failed together. "Yeah, I know."


She finds him on the sidewalk, not far from their apartment, hand gripping a bottle of whiskey.

His curls are rumpled, his back is slumped, and though she can't see his face, she can guess that his eyes are red. He looks so much like the boy she'd met in Applied Physics class years ago, and it makes her heart lurch to see him so beaten down again.

Fitz doesn't bother looking at her when she sits next to him. He knows it's her. Instead he takes another swig of alcohol.

"I'm sorry about Anna."

"'S not your fault," he says hoarsely. "I was an idiot… to think she actually loved me."

Fitz hasn't had many romantic relationships in his life, and even fewer serious ones. He thought Anna had been it—dark hair and light eyes and nearly a year of bliss—and had gone to her apartment to talk to her about moving in together. Instead he found her half naked on her couch with some broad-shouldered, six-packed male. He stumbled his way out of the building without another word, found the nearest liquor store, and lost track of time after that.

He doesn't bother asking Jemma how she found out, or how she found him. He would have told her either way.

"Oh Fitz," she says with a sigh, winding her arm around him so she can grip both his shoulders. "I know you won't believe me just yet, but trust me when I tell you she was the idiot. She was a bloody fool to take someone like you for granted."

He doesn't believe her, she's right about that. But he does quirk the corner of his mouth. He turns to face her and finally notices how distraught she looks. It must be late, he thinks, and he feels guilty for worrying her like this. So he gives her a little nudge.

"Let's go home."


They've been fighting for over an hour now, yelling from opposite sides of their apartment's tiny living room.

Have you gone mad? Fitz keeps shouting. Do you have a bloody death wish?

You're being ridiculous, Jemma yells back. Don't be such a coward.

So he leaves. He storms out of the apartment without so much as a notice or an idea as to where he's going, and completely ignores her protests as he slams the door behind him.

He takes a walk around the block once, twice, three times. He walks a little more. He walks until he's exhausted, walks until his calves are aching and his knees are weak. He thinks about their fight, about her, about them.

He thinks about how they took their field assessments twice and failed both times. He thinks about just picking up a few of their suitcases, packing up their lab and leaving it all behind, to live on a plane of all places. He thinks about the possible missions, the uncertainty, the very inevitable danger. It's absurd, he thinks. All of it sounds so absurd.

But she wants to go.

Scratch that, she needs to go.

And he knows that she won't go without him.

By the time he gets home it's near midnight. He enters their apartment to find her pacing around the living room, contemplating whether or not to go out looking for him.

Jemma stops dead in her tracks when she hears him shut the door. Her eyes are red and there are tearstains on her cheeks. It pulls at his chest, knowing that it was his fault she'd been crying. He's always hated seeing her cry.

They're at a standstill again, on opposite sides of their apartment, their home; the home she wants to leave for something bigger, something much less stable.

Fitz breaks the silence. "We're eventually gonna regret doing this, you know that right?"

It would sound vague to anyone else, but the moment she hears the words, Jemma's whole face lights up. In a few seconds she's crossed their apartment and is engulfing him in a hug. He can't help but smile.

When she lets go and sees the doubt on his face, she rubs her hands on his shoulders and gives them a tight squeeze.

"We won't, Fitz. I promise."


But she does regret it. Oh, does she regret it.

It all sounds right at first, Fitz giving her firm instructions, setting up their escape. Hold on tight, he keeps saying, and she nods, taking in all the information he's giving her as quickly as she can. But something tugs at her brain as one little detail sticks out.

"One breath? But there's two of us."

And she knows. Before he says anything, before she'd even asked that question, she knows.


For all the times he's called her ideas insane, none of them comes close to what he's asking her to do.

Leave? Leave Fitz?

She'd have to be mad to even consider it.

But he is. He's asking her to leave him to drown in the bottom of the ocean, to let him die, and for the life of her she doesn't understand. Surely he knows that she can't do that? Surely he knows that she needs him?

"I couldn't live if you didn't," he says.

And it's like he doesn't hear her, isn't listening to her protests. There has to be another way. He'd told her moments ago that they were stuck here and yet they found a way out, didn't they? They could do it again, they have to do it again.

She's never left his side. She's not about to start now.

"Why are you making me do this? You're my best friend in the world!"

"Yeah, you're more than that, Jemma."

It dawns on her then that maybe she wasn't listening to him.

But maybe she doesn't want to listen to him. Not if this is the cost. She doesn't want to hear his confession, not if he's only saying it because he'll never have to face her again. But he tells her anyway, tells her something she's always known. That he loves her. That he wants to show her how much he loves her.

Doesn't he know that he already has? Time and time again.

She's not sure if she feels the same way, loves him the same way, but it makes no difference because he's not giving her a chance to figure it out anyway. But she does know that she loves him. If there's one thing that Jemma Simmons has always been certain of, it's that she loves Leopold Fitz, and that she can't let him go.

She hates this; hates the defeat in his voice, the desperation on his face, how he's so set on dying. She hates it. She hates it so much it's tearing her heart apart, filling her eyes with tears, constricting her lungs.

She hugs him as tight as she can, clings to him like the lifeline that he is. Don't make me do this, she silently begs. With each kiss she pleads with him. Please. Please. Please. But he doesn't listen. He's so resolved, and even at peace, with his decision that she feels like it might kill her. At least then maybe he could live.

Gently, Fitz untangles himself from her embrace and wraps her fingers around the oxygen mask, giving her hand a little squeeze as he does so.


Her hand finds its way to his shoulder, holding on, the way she's always held on. For him. For both of them. For herself. She can't let him go, not when she needs him most.

He gives her one last sad little smile before leaning down to press the button.

Her hand slips off his shoulder, and she screams.

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