For many years Melinda May had avoided happiness.

She felt like she didn't deserve it, and the world wasn't really trying to prove her wrong. She was thrown test after test, losing people, finding them, losing them again, seeing those around her hurt or killed.

It was easier to deal with that when she wasn't expecting anything good to happen.

At some point she realised that she wasn't just avoiding happiness, she was actively resisting it's pull. She suppressed her smiles, she never laughed anymore. She avoided things that could make her feel happy. Avoided her team, and for a while she knew that they thought it was because she didn't like them. It was easier for them to think that.

Things were different now though, so different. Her team had changed, and, as hard as it was to admit, so had she. Melinda had taken Daisy on as her student, bonding with her just as much as she had feared she would. She and Phil got closer every day. Fitz and Jemma weren't scared of her any more, weren't on edge whenever she entered a room. They had even probed at her past a little, playfully, trying to find out if Andrew was telling the truth about her cooking skills.

And that all made her feel so, so happy.

Not that she had stopped avoiding it completely. Now it wasn't so much resisted as... hidden. The muffled laughter, the smiles when no one was watching. Every now and then she slipped up, and someone would notice, but most of the time they didn't. Or if they did, they didn't mention it.

It was there though, sometimes filling Melinda to the brim, inescapable, other times in a concentrated ball in her stomach, warm and comforting.

Old memories came back too, ones which she hadn't thought about in a long time. Missions with Phil. Good times at the academy. Childhood memories. Jokes that she had loved to tell. Fun. And she felt the happiness, but something, habit probably, kept Melinda hiding it.

Then sometimes she was alone, and Melinda would let it get to her. Training by herself, and she would let the smile on her face grow so wide it hurt, because Daisy had pulled off a successful sneak attack on her the week before, pouncing down from some stairs. Half asleep and the ball in her stomach got so strong that she almost burst out laughing, because fifteen years ago Phil had tried to use her flight simulator for practice, and crashed it into the virtual Triskelion. Letting laughter bubble up in her throat at the memory of Jemma 'casually' asking for her assistance with dinner, or remembering Fitz battling the glass doors at the Hub.

None of them were scared of her, even in the slightest. They weren't even scared to make fun of her- to her face, because they were friends, family even. That made Melinda feel warm and happy. It was the feeling that made her want to wrap her arms around Daisy when she got that bright smile on her face. And increasingly, she found herself wondering why not.

Why not smile and laugh like she used to? Why not let the happiness win, for once? She had been realising, bit by bit, that none of the others would begrudge her that. None of her friends thought she needed to be punished. They never had.

So Melinda was letting her mind wander a little while doing her paperwork when a familiar voice interrupted her thoughts. "What are you smiling about?"

She looked up to see that Phil had joined her, and tried to curb her habit of hiding the smile, though it did go down a little. Phil's eyes were warm. "Remember at the beginning of second year when that freshman thought he could kick my ass?"

He laughed, taking the seat beside her. "Of course. You took him down in about five seconds, then we barely made it away before you started giggling about it."

That got him a half-hearted punch on the arm. "I don't giggle Phil."

"You used to." He said fondly. "When you were excited about something."

He was right, Melinda realised, and the thought had that bubbly feeling in her stomach come back. Sometimes Phil knew her better than she knew herself, and that was... nice.

Phil chuckled. "What's been up with you lately?" He probed. "You've been..."

"What?"

"Different. But- not." Phil felt his face growing hot. "I-I mean, not bad different, just- different than lately, more like... before."

His flailing was so cute. "Before?"

Phil stared for a long moment and decided he wasn't going there. He wasn't going to be responsible for removing the smile from her face. Instead he came up with another explanation. "Happy. You've seemed... really happy."

It was the first time anyone had commented on it, and Melinda couldn't help but duck her head a little. "Yeah." She admitted with a grin.

Phil smiled and wove their fingers together. "It suits you." He said softly. "You deserve to be happy."

He must have struck a chord, because Melinda was blinking a little too heavily and her grip on his hand tightened. "Thank you."

"Is there a reason?"

"Does there have to be?"

"No!" Phil hurried, then sighed softly, slowing down. "I've missed this." He murmured, his thumb rubbing gentle circles on the back of her hand. "I've missed seeing you like this."

Melinda looked at him with uncertainly and an unidentifiable sparkle in her eyes. "If you could... would you do it all again?" She asked.

Phil sighed, weighing the question. Everything they had been through, all the pain, work, scars and death. Would he do that all again? "Yeah, I think so." He said, smiling at his best friend. "Would you?" He wouldn't blame her if the answer was no.

"I don't know. I think... I'd do some things differently."

"Of course, yeah." Phil agreed, feeling suddenly like the nervous trainee he had been when they met. He took a breath. "I mean, for starters, I would have made you an avenger sooner."

Melinda spotted the not-so-subtle dodge around Bahrain. "If I was, Loki wouldn't have made it five minutes on earth."

"Damn right." Coulson grinned proudly.

May smiled.

After a pause, Phil sighed, his eyes drifting downwards. "It's been worth the pain- for me." He hastily tacked on. "For a while... I wished that Fury had let me stay dead."

"But now?"

He looked into her eyes with incredible warmth. "I never thought I'd get you back." Phil admitted. "Even if that was the only good thing that's happened..." He never thought he'd hear her laugh again, see the smile on her face and the sparkle to her eyes. Screw it. He thought, and pulled Melinda into a tight one-armed hug.

She yelped in surprise, not expecting the spontaneous embrace, but after a moment relaxed. Oh. Okay. Melinda liked being close to Phil more that she would care to admit. Screw it. She thought, and snuggled her head under his chin. "After Bahrain- I..." She hesitated. Saying it hurt so much.

"I know." Phil said softly.

Melinda pressed her lips together. "I didn't want to die," She admitted, "But, I... I wished that I did, if that makes sense."

"It does." Phil said, his voice taking on that rough quality it did when he got upset. His arm around her tightened fractionally. "And now?"

"There's Fitz." Melinda said with a smile. "Jemma. Bobbi."

"Daisy."

Her smile widened. "Yeah."

May could tell from Phil's voice that he was smiling. "You really care about her."

She sighed contentedly. "Yeah." Short, and honest. Not just in a 'take on a sword wielding god for you' way. In so many other ways too. "You too."

"Well I'd hope so." Phil teased, pinching her side. "Otherwise I'd be disappointed."

Melinda rolled her eyes. "Shut up Phil."

He laughed softly and pressed a kiss to her hair. I love you.

I love you.