Making friends worked differently for different people. Phil Coulson had first realised that Melinda May was going to be his friend when she punched one of the older trainees in the face on their first day at the academy. Jemma Simmons had taken an immediate shine to Skye, but it was her tireless help rebuilding the plane after they had collectively torn a hole in it which really endeared her to Jemma. Skye, who wouldn't rest until everyone else could too.

People worked in different ways.

Leopold Fitz had, once Jemma Simmons would actually speak to him, begun building her equipment to help with her lab work. Many had noted that, for an engineer, he was a bit of a puppy.

Fitz did this a lot. He knew that his inventions were good, and he worked so hard on them that it seemed like a good way to show people that he cared. Also to prove that he had value. He had given Skye countless hardware updates to her computer, and a million little gadgets for use in the field to Coulson and Ward.

May was... a challenge.

She wasn't really mean to any of them, at least not without cause. But Fitz couldn't shake the feeling that she didn't like him. Not because of her behaviour towards him, but because she didn't seem to like any of his guns.

One of the first things he had learned about The Cavalry- May, he reminded himself, don't call her that – was that she didn't use guns, or at least didn't have one of her own.

Any weapons designer would see that as a challenge, he reasoned. As if May, one of SHIELD's best, was telling them to up their game. Fitz had taken the opportunity to observe her, figuring out the best kind of gun for May which would work well with her fighting style and personality.

His first try had been a bit of a guess really, to see if May would give it a go. Light, with small bullets, but it packed a reasonable punch, and had a great silencer on it to avoid being overheard by any other assailants in the area.

It was just a first try, but when May hadn't even touched it, it was a little disappointing.

A good example of what not to do though, and Fitz had redoubled his efforts. Forget subtle and small, this thing hit like a truck and made just as much noise. It was heavier than the first, and a little difficult to carry around, but could probably fell a silverback gorilla.

It was an improvement, Fitz told himself, though he had been hoping for more than a raised eyebrow.

Maybe this would be harder than he thought.

Perhaps May didn't understand, but he wasn't going to explain it. Instead Fitz designed a lightweight rifle with adjustable sights and optional laser sights. He did consider that one the nearest to a win, because when May had looked at that one she had actually picked it up, testing the weight and the sights, looking impressed, but in the end she had put it back down on the lab table.

At least she had seemed impressed with how the gun was made. So she didn't have a problem with Fitz's inventions, he just hadn't gotten May's kind of gun just yet.

Fitz wasn't sure if that was a good thing or not. On one hand, it meant that he was still a good engineer by anyone's standards. On the other, that meant that he wasn't perceptive enough to make something usable by SHIELD's best specialist. If he was one of SHIELD's top engineers, which he fancied he was, then he would need to fix that.

Fitz was working on a semi-automatic machine gun in the back of the lab when he looked up and noticed that the night-night gun was missing. He scowled. Typical Simmons, taking his things without asking.


He headed to the gym, ears pricking up at the sound of the gun firing from their tiny impromptu shooting range. He sighed. "Simmons I'm getting bloody sick of you taking my guns all the t-" Fitz stopped, eyes widening. That was definitely not Simmons.

May jumped at the sight of him, the sound of Fitz's approach blocked out by her noise cancelling headphones.

Fitz stared for a long moment, not speaking. Neither did May, but when his eyes flickered to the gun in her hand she realised. Oh.

May paused, suddenly feeling unreasonably guilty. "Do you need this?" She asked, "It was on the lab table, so I thought you needed it tested. Just dummy rounds." She held it out to Fitz, handle first.

Fitz sprang back to life. "No, no it's fine!" He exclaimed, stepping backwards, hands up. "You do whatever you need!" He wasn't sure May had ever fired one of his guns before. This was good. This was great. He shouldn't try to end it.

May noted his wide eyes and shallow breathing. She sighed internally. Fitz was scared of her, still. It was disappointing, but not entirely unfair. He knew the stories about her, and even though they were mostly false, they weren't totally unbelievable. "It's fine." She said, pushing it into his hands. "I should finish my reports anyway."

She started to leave, but Fitz's voice stopped her. "May?"

May turned her head, but said nothing.

Fitz swallowed. "Any thoughts?"

May knew that he didn't usually ask for critique. She thought for a moment. "It's a good weight." She eventually said, "But a little big."

Fitz nodded, trying not to smile. "I'll work on it."

"You do that."


Three days later May entered the cockpit to find a smaller, just as weighty gun on the dash with a bow stuck to the barrel and her name engraved tastefully on the butt of it. A slow smile crept onto her face as she picked it up, noting that it was molded to her grip. She wasn't entirely sure how Fitz had cast it, but that was okay. It was good. Had the smell of the workshop all over it, and for the first time in a long time she actually felt excited to go and test it out.

After putting the plane on autopilot, she went down to the shooting range to test it.

It felt good. Still that comfortable weight, good size, the grip was so snug and fitted that it would take some effort to knock it out of her hands. And it wouldn't hurt anyone.

May wasn't sure how long she had been testing the gun when she noticed Fitz in the doorway, smiling ever so slightly. She pulled off her headphones. "Feels good." She complimented.

Fitz's took a step forwards. "It should." He said, "Took a long time to get the grip like that."

May smiled a little too, rubbing her thumb over the metal. "Thank you Fitz."

Fitz beamed. "You're welcome." He should have known. Non lethal. Of course.

He should have known.


It hurt to think that May could have been lying to them this entire time. It hurt to think that he had tried so hard to be friends with her when she could have never actually been who he thought she was. It hurt that May had tried to shoot him.

But none of that hurt quite as much as the gun she tried to shoot him with. That had hurt more than anything else Fitz had ever felt. He knew his inventions could hurt people. He wasn't stupid. But to have it turned on him by someone he trusted was another thing entirely.

He couldn't bring himself to hate May for it. He found out the truth, and he wasn't mad. He was hurt, but he understood. He was glad he saved her life from the hydra agent, even if it meant living with the fact that he had killed a man.

Their world had fallen apart, but their team was still there.

Fitz couldn't sleep. It wasn't a surprise. He didn't think any of their team could sleep right now. He busied himself by working on repairing the bus, cutting the remote access feature and disabling the tracking. He didn't know what they were doing next, but hydra didn't need to know where they were.

He heard the slightly shuffling footsteps approaching as he laid on his back to reach the right wires, but assumed it was just someone passing through. When they stopped not far from him, Fitz paused, but it was the voice that made him look.


"May!" He pulled himself out of the plane, trying to work out what to say. They were both wrong. He knew it. He shouldn't have jumped to conclusions, but May shouldn't have lied to them. Yet he knew why she did it, and she looked so... broken. Bandage around her arm, covered in dust and bruises, the weight of their entire fallen agency on her shoulders. He couldn't be angry with her, not after everything they'd been through. "I- uh, are you okay? Can I help with something?"

May looked even more torn up than she had earlier in the day. She shook her head. "No." She said quietly. "I just wanted to return this." She held out her icer. The one he had made her.

Fitz stared, taking it automatically. "Why?" He asked, not bothering to hide the hurt in his voice. That was it? He doubted her one time and they weren't friends anymore? He liked May. She was quiet, and surprisingly funny.

She wouldn't quite meet his eyes. Her shoulders were hunched. She looked smaller than Fitz had ever seen her. "I don't really deserve it." May murmured. "Give it to Skye. She'll do better with it than I did."

Fitz continued to stare. He hadn't really seen May vulnerable before, but that was definitely what this was. "Don't be stupid." He said, trying to give it back to her. "I made it for you."

There was the slightest tremble in May's shoulders, and Fitz was pretty sure that if she was anyone else she'd be crying. Her hands balled into fists so that he couldn't push it into her grip. "It's okay." She said, her voice as steady as ever. "Just keep it. You'll find a use for it. I don't-" She stopped. "Just take it Fitz."

She turned to leave and Fitz snapped. "No!" He shouted. "I- do you have any idea how long it took to make this?!"

May glanced at it and shrugged. "A few hours?" She guessed.

Fitz grimaced, fighting to maintain his frustration. "Well- yes, but that's not the point!" May gave the barest hint of a smile. "The weeks I spent trying to work out what you'd take? Just leaving my work out, hoping you'd like it?"

Now she looked at him. "That's why you were leaving all those guns around?" May asked, "For me?" She had suspected, but to hear it, especially now, just about cracked her open.

Fitz swallowed, but didn't shrink away. "Well I wasn't leaving guns lying around for no reason, was I?" He said.

May shrugged. "I wasn't sure. Coulson kept saying it was a safety risk."

Fitz scoffed. "Yeah, if we had children on the bus." Something in May's eyes said that she agreed, and Fitz sighed. "Coulson's angry," He said, "And he's allowed to be, but I'm not, alright?" He held out the gun. "I panicked, I should have gone to you first, and I'm sorry."

May swallowed the lump that had formed in her throat. "I'm sorry I shot at you."

"It's okay."

"Thank you for saving me earlier."

Fitz smiled. "You've saved me enough times." He said. "About time I returned the favour." He took a step towards her, gun held out grip first.

May took it hesitantly. It still fit perfectly in her hand. She felt a little better. She turned to leave before she cried.


She stopped. "Yes?"

Fitz bit his lip. "If there's anything I can do... just let me know, okay? Even if you just need to talk." He rubbed the back of his neck. "You know, if you do that."

A smile crept onto May's face, despite everything. He was making fun of her, and somehow that made her feel so much better. "I will." She promised. "If you- I'm here too."

Fitz grinned. "Thanks."