Phil Coulson wasn't sure what made him go to the gym. He had many reasons really. Skye was in her afternoon training session with May. He liked watching them both.

His office was not far from the gym, and he could often hear bits and pieces of their interactions. Mock battle cries, taunts, corrections, occasional laughter. Once or twice he could have sworn that it was May's laughter. Skye was rubbing off on her a bit. It was nice to see her opening up. She was smiling more easily, spending more time with the team, teasing him like she used to. She was happy. So, of course, so was he.

Skye had changed too. She was more serious, more driven. She had her moments of darkness, especially since she had started interrogating Ward. She was more confident too, in combat and in general. Her skills had increased immensely since she had began training with May, and anyone could see how much closer the two had become.

Coulson laughed at the sight that greeted him when he entered the gym.

May had pressed Skye into the mats, holding her arms down with her knees, and was mercilessly tickling the younger agent anywhere she could reach.

Skye, for her part, was struggling admirably through helpless fits of laughter and protests, but May had her well and truly pinned. "Give up?" She asked.

"N-nehehever!" Skye cried, squealing when May found a weak spot on her ribs.

"I thought that was cheating." Coulson said from the doorway, smiling widely.

May looked up from her squirming prey and narrowed her eyes. "She wouldn't give up, kept trying to kick me when I'd already won." She squeezed Skye's sides. "Just two words." She said, smiling almost as much as Skye.

Skye managed to get one hand free and tried to shove her away. "S-screhehew you!"

Coulson chuckled and May grinned. "Wrong two words."

Skye reached for Coulson but immediately clamped her arm to her side when May found another sweet spot. "Hehehelp!"

He pretended to think about it, deliberately ignoring Skye's halfhearted cries for assistance. "No," He said thoughtfully, "That's definitely cheating."

"Oh cohohome ohohon!" Skye giggled. May let up a little so that the girl could breathe, but the giggling continued as she tried to catch May's hands and escape, futilely. She glared playfully at her SO. "Ihihi'm gonna gehet you for this."

May smirked, poking the sweet spot on Skye's ribs and making her shriek before letting her up. "I'm not ticklish."

Coulson laughed from the doorway. "Yeah, and I'm not losing my hair."

May glared and Skye frowned.

"What?" He said. "I thought we were telling comforting lies."

May's glare intensified and Skye laughed incredulously. "What, seriously? No way."

She poked May's ribs but got no reaction beyond a raised eyebrow. May turned her attention to Coulson. "I told you I got rid of that."

"You did tell me that." He clearly didn't buy it.

May rolled her eyes and turned back to Skye, "Okay, try again." She said, taking up her stance.

Skye shook off the playful mood and raised her fists. This seemed like an old argument between the two. Which was kind of cute. Two highly trained government operatives arguing about whether or not one of them was ticklish. Even cuter if she was.

Coulson watched them for a few minutes, then left to continue his paperwork, a nostalgic smile touching his features. May was ticklish, at least she had been when they were partners. Fond memories surfaced of pranks taken a little too far ending with him catching her around the waist and refusing to release her until she cried 'uncle' between fits of laughter. Memories of sparring sessions ending with them both red-faced and panting for air but grinning like fools because maybe his knees were a weak spot. Memories of laughter and fun, of May smiling unguardedly and teasing him about nothing important.

The smile was still there hours later when May slipped silently through his door to his office. She was dressed in a black short sleeved shirt and jeans, and her hair was tied back in a messy ponytail. It was more casual than her old look. He liked it. "Hi."

Her smile was a welcome addition as well. "Hi. How was training?"

May glared, but the effect was ruined by the grin that he was willing to bet she couldn't remove. "Skye wouldn't stop poking me all afternoon. I hope you're happy."

Phil smothered a laugh, sitting up on his desk. "You're the one who started it with Skye, I just gave her a push in the right direction." May rolled her eyes and fell into the desk chair. "Why'd you get her like that anyway? You're not usually with the touchy feely stuff."

She shrugged. "Skye's been down lately. Overly serious since..." Ward. "She needed a break."

Phil was smiling in that smug way of his and she crossed her arms. "If you try to use that as an excuse I won't be held responsible for my actions."

He laughed. "What are you worried about? You're not ticklish any more, remember?"

Melinda grinned semi-sheepishly. She remembered messing around with Phil at the academy, laughing as his fingers elicited those squeal-inducing tingles up her sides, getting him back in kind until tears ran down his face. That was before though. After Bahrain she had done renovations of her body and mind, and being ticklish was one of the things that hadn't made the cut. The only thing she felt when Skye poked her was mild annoyance. She missed being that person sometimes, but she really had no choice.

She looked up and saw that now Phil was smiling at her in a very different way. In a loving, nostalgic, want-to-hold-you-and-never-let-go way.

May smiled too, eyes darting between him and anywhere else. She had never been very good with feelings, and even though they had been together for a few weeks now, it all still felt new.

Phil stood, leaning in for a kiss, and Melinda felt the tiny twinge of tension as her body registered that he was all but holding her down. Phil was the one person she was okay with doing that though. She could feel his smiling lips on hers and they broke apart both smiling, foreheads resting against each other. "Love you." He said.

Her eyes darted away and he gently raised her chin with one finger. "And I'm going to keep saying it until you believe me." He kissed her lightly. "Je t'aime." Kiss. "Ich liebe dich." Kiss. "Ti amo." Kiss. "Kocham cię." Lopsided grin, as if he knew how she would respond, "Wǒ ài nǐ."

May groaned and rolled her eyes. "Wǒ ài nǐ." She corrected, but snuck in some sincerity. "How is your Mandarin so terrible?"

Coulson smiled in a way that understood what she was doing. "Through no fault of yours. I think I picked up the swearing pretty fast when you and Natasha were sparring though."

"She's a challenge." Melinda was smiling.

He laughed softly. "You're the only one who can say that about her and have it be a compliment."

She shrugged. "It is. She held me down once."

"I'm holding you down now."

The next second she had him pressed against the desk, smirking.

Phil smiled dopily. "Wǒ ài nǐ." He tried again, hands coming up to rest on her hips.

"Closer."

"Believe me yet?"

He was only teasing but May still looked down momentarily. When she looked back up she was smiling. "Wǒ ài nǐ." She said, before capturing his lips in a deep kiss. It felt right.

Phil was surprised for a moment, but wrapped one arm around her waist, pulling her closer. It was the first time Melinda had said that to him with no way out, no defence.

They broke apart breathing heavily. Coulson was grinning like an idiot. "Nǐ ài wǒ."

Melinda smiled tentatively and rested her head on his shoulder. "Nǐ ài wǒ." She mumbled.

"Yeah." He whispered, kissing a line down her cheek to her neck. When his lips touched just under her jawline, however, May drew a sharp breath, quickly cut off.

Coulson grinned into her neck. "What was that?"

Melinda said nothing. Honestly, she wasn't quite sure. She had a sinking feeling though. When she made no reply she felt Phil laugh softly, then continue to press feather light kisses to her neck.

May closed her eyes, bit her lip trying not to smile, and forced herself to stay still. So maybe she was still a little ticklish. But she would be damned if she would admit it.

Unfortunately, Phil seemed to know exactly what he was doing, zeroing in on the little places that made her twitch, and after not very long she was smiling wider than she had in years, as well as fighting hard to stop herself from scrunching up her neck.

May tried to keep her breathing steady, even though they both knew that there was no way she could win this game. She wasn't really trying to win though. She didn't often have an excuse to smile, especially not like this. Her breath caught in her throat when Phil found a weak spot at the base of her neck, near her collarbone. She felt him smile. Melinda's defences crumbled when he playfully nipped at the spot and she shoved his head away with a strange hiccupy noise. "Okay," She said, grinning hugely, her shoulders coming up to guard her neck. "You made your point."

Phil smiled. She looked so beautiful in that moment, but much better, she looked happy. Happy like he hadn't seen in years. She was glowing, and he was pretty sure he was too.

He pulled her into a kiss because he couldn't not. She was so damn beautiful when she smiled. "Don't tell Skye." She implored when they broke apart, before her smile had faded.

Phil laughed. "I don't know." He said, "Seems like the kind of thing she'd be interested in knowing."

"I mean it Phil." There was not even a single note of conviction in her voice.

He grinned. "Fine." He wrapped one arm around her shoulders and the other around her waist. "I won't tell her."

May smirked, her arms coming up around his neck. "Or email her." Damn. "Or write it down, or sign language it to her."

"I don't think Skye knows sign language."

Her eyes narrowed.

Phil just smiled. They both knew that he wasn't afraid of her. He relented anyway. "Okay." He sighed dramatically. "You win. Like always."

Melinda pressed her lips against his chastely. "Damn right."