Phil looked up from his notebook as he was packing up from class. "Yes ma'am?" He didn't think he was in trouble. As far as he knew, he hadn't done anything wrong.

Their lecturer pursed her lips, approaching him. Phil liked Professor Harrison. She was knowledgeable, strict, but not averse to questions. "Do you know where Cadet May is this morning? This class isn't optional you know."

"I'm aware ma'am." He replied. "And I'm not sure where she is this morning. She seemed fine in our training yesterday evening."

"Well maybe she fell off her bunk and broke both her legs." Harrison said sarcastically. "Or maybe she overslept. Either way, tell her that she's got one more absence from this class and she's failed."

"Yes ma'am, thank you." Phil said, jamming the rest of his belongings into his bag and running off to find his friend.

Trudging through the shallow snow that had fallen overnight, Phil couldn't help but worry for his friend. Melinda had seemed fine the day before, and in their current two years at the academy, she had never missed a class without notification. She had dropped classes like it was going out of style, but she hadn't missed a core subject, even when she had dislocated her shoulder. She was pretty damn keen to get out into the field.

Paranoid as he was, Phil wondered if something had happened. What if Melinda was really sick and couldn't reach her room phone to call for help? What if she couldn't reach the door?

Oh God, what if she was dead?


So that was probably overreacting to his friend missing one class.

Coulson willed himself to relax. He was at Melinda's door now, so he knocked three times, firmly. "Melinda? You in there?"

"Phil?" She sounded... off. Phil couldn't put his finger on it.

"You missed our first aid class. Harrison says one more absence and you fail. Are you okay?"

"I'm fine!" Yeah, her voice was way too squeaky for her to actually be fine. "Just overslept, I'm okay though."

She was clearly lying. Phil paused. "Do you want me to go? If you're... not alone, you can just tell me to piss off."

"NO!" The speed and volume of her reply startled Coulson. "I- Phil, just... give me a second, okay?"


Phil waited, but a moment later he heard his friend yelp, followed by a scuffling noise. "Okay, help!" She whimpered, and Phil couldn't help but feel like there was a small army invading Melinda's room.

It turned out that that wasn't the case, which Phil saw when he entered. Melinda was cowering by the window, perched on her bed with her back against the wall. She was still dressed in her standard issue SHIELD pyjamas, and looked more afraid than Phil had ever seen her. "What?" He couldn't see anything wrong.

Wordlessly, Melinda pointed to the floor between them. Phil dropped his eyes to where she was pointing and had to fight not to laugh. "Oh." He bit down on his tongue. "You missed class because there was a spider by the door?"

"Just get rid of it Phil!"

"Okay, okay." He soothed, picking up a wayward piece of paper from the desk beside the door and the empty glass which usually held a glass of water. Focusing on the arachnid, which Phil had to admit was kind of big, he placed the glass over it, gently sliding the paper underneath. "Come on," He mumbled, "My friend doesn't want you here, I'm gonna take you outside."

Melinda whimpered and he shot her what he hoped was a reassuring smile. Holding the paper flat, the spider still inside the glass, Phil carried it outside and released it onto a nearby tree.

When he returned, his best friend had moved from her vantage jammed against the wall and was eyeing her dresser wearily.

"You never told me you didn't like spiders." Phil said, leaning on the doorframe.

"It never came up." Melinda mumbled. "I didn't think it was important."

Coulson raised an eyebrow. "You just missed class because there was a spider near the door."

A balled up shirt impacted with his face. "Yeah sure, rub it in, the big-shot valedictorian's scared of spiders. Laugh it up."

"Hey, Mel..." Phil gently closed the door to avoid any other trainees looking in. "I'm not gonna laugh at you."

Melinda remained silent, not making eye contact.

Coulson put one hand on her shoulder. "You know me better than that by now, don't you?"

May drew a deep breath and looked up at her friend. "I fucking hate spiders Phil."

The vehemence of her admission had Phil fighting his promise not to laugh. "I figured that, actually."

Melinda groaned and buried her face in her hands, cheeks pink with embarrassment. "I can't believe I missed class."

"Don't worry." Phil playfully messed up her hair. "You're still top of the year."

She batted him away. "Only because I copy your assignments."

"Well I copy you in hand-to-hand, it only seems fair." Melinda managed a weak smile. "You okay?"

"Yeah, just..." She stretched her arms, "Sore."

Phil shrugged. "You've been on edge for a few hours, I'm not surprised."

"I hate spiders."

"Got that."

"Shut up."

Phil chuckled. "Wanna split my sandwich? I guess you didn't have breakfast either."

Melinda nodded and sat back down on her bed, gesturing for Phil to join her. She felt so exposed sitting here with him. He was in his usual trainee uniform, buttoned and combed as always. She was in her pyjamas at eleven in the morning, her hair a mess and still jumpy because there had been a freaking spider in her room.

Phil passed his partner half of his ham cheese and tomato sandwich, chewing on his half slowly. After a little while he broke the silence. "Snakes, by the way." Melinda cocked her head. "I can't stand snakes. They're all slithery and slimy and- ugh."

The confession got a real smile out of Melinda, that half-dorky grin that made her eyes sparkle. Phil loved that smile so much. He would happily spend the rest of his life making Melinda smile like that. "That makes sense at least." She said, "Snake bites can kill you."

"So can spiders." Phil countered. "The funnel web bite can kill you in as little as an hour."

Melinda paused. "Well thanks for those nightmares."

Coulson laughed. "Don't worry Mel, they only live in Australia, you'll be fine from the creepy crawlies." He teasingly crept his fingers up her arm, making his friend yelp and punch him.

"I hate you." She grumbled, trying to look angry.

"I really don't think you do." Phil grinned. He loved teasing her, Melinda was the cutest little ass kicker sometimes.

Melinda looked at him. His eyes were warm and affectionate. She smiled tentatively. "All the worst snakes are in Australia too." She pointed out.

Phil sighed wistfully. "Yeah, but they've got kangaroos." He said longingly. "So it's not all bad."

Melinda rolled her eyes. "Not worth it."

Phil pouted. "I like kangaroos."

May shook her head. He was adorable. "I'm sure you'll see a kangaroo one day."


Melinda grinned. "Phil Coulson, one day I will take you to Australia to see kangaroos."

Phil smiled broadly and impulsively wrapped his arms around her waist, pulling Melinda into a tight hug and relishing in her squeak. "And I'll save you from the spiders when you do."

When he released her a moment later, Melinda smirked. "Yeah, you're on your own against the snakes."