Phil hadn't been in the cell long, he knew that much. Talbot had well and truly lost it.

He was worried about the others. May was right, Daisy wasn't ready to lead yet, she needed more time. More than that she needed the team to respect her enough as a leader to follow her orders.

He wanted to get back to them. He wanted to give Daisy a hug and tell her how well she'd done. He wanted to get Fitz the help he needed and help Jemma accept what he had done. More than anything he wanted some time alone with Melinda to talk.

Talk. He'd had the chance to say it back twice now, and both times he found himself freezing. He wanted to say it, he did, if only so she'd stop being so mad at him for not saying it. But every time he had the chance Phil had found himself distracted by the particular wave of her hair, remembering the feeling of the other May's lips against his, thinking about how she smiled at him sometimes.

He looked up with a jolt when the door was opened, revealing May, being dragged violently by two of the aliens who had joined with Talbot. Phil's heart caught in his throat as he saw how she was fighting them but it made no difference, and they threw her across the room, closing the door before either of them could make to escape.

Phil hurried to her side. "You okay?" He asked, helping her up. "Let me see." She had hit her head pretty hard.

May pushed him off. "I'm fine." She muttered, not looking at him in favour of going for the door and trying to kick it down.

Phil thought about telling her it wouldn't work and not to waste her energy, but a bigger part of him knew that she wouldn't listen. May was stronger than him anyway, maybe she could get them out.

After several minutes Phil started to wonder if May was hitting the door to try to get them out or if she just wanted to hit something. "Stop." He said. "You'll hurt yourself."

She didn't.

"May. May!" She turned, not quite meeting his eyes. "Stop."

She finally did, stalking over to the other side of the room and sitting down. It was not lost on Phil that she chose to sit about as far away from him as she could.

He cleared his throat. "The others?"

"Still out there. I don't know where they took Daisy, but she's alive."

Phil sighed. "That's something. Are you hurt?"


"Good." He wanted to reach out to her, but he didn't. Melinda was clearly still angry with him, so Phil curbed his usual impulse to chatter away.

At least he tried to. By his guess it had only been fifteen minutes when the silence got too heavy. Phil sighed. "Look, if we're gonna be here for a while, maybe-"


Phil blinked. "What no?"

"No." May said again, more forcibly. "We're not doing this here."

For the first time since she had told him, Phil felt himself getting frustrated. "Then where are we doing this?" He asked, standing up. "I-I'm trying here, I really am, but you don't even wanna hear it!"

"Phil, please. Just don't."

Something in her voice made him stop. Or maybe it was how much her words sounded like she was begging rather than asking or demanding. As a rule, Melinda May didn't beg.

Phil approached to sit near her, leaving some space between them. "What is it?"

May shook her head, looking down. "Nothing." She murmured, "Just, don't... you don't have to say anything. I understand."

What was that supposed to mean? She understood what? It took Phil much longer than he was proud of to realise what she was saying.

She didn't think he felt the same way.

Phil knew that she was mad at him, and he had a number of thoughts as to why; his choice in dying, shutting her out of his decisions, not saying 'I love you' back, but he didn't for a moment doubt that she knew.

He'd never been subtle when he had feelings for someone. Melinda had used to tease him about it once upon a time. How he'd stare, how he'd blush when the girl he liked looked at him, how tongue-tied he'd get. She knew his tells better than anyone, but she still thought he didn't feel the same?

Phil put one hand on his knee, trying and failing to catch her eye. "Melinda."

Just hearing him say her name made her cringe, made that dull ache in her chest intensify and her throat start to constrict. May hadn't wanted much, not really. She knew Phil might never feel the same way, and that was okay. She just wanted him to know before he died. She wanted him to at least know what he was doing to her by giving up because they were friends at least, and he had proven many times over that he cared about her. He should care how much it would kill her to lose him again.

It was okay that he didn't feel the same, but if he tried to let her down easy, to tell her that they were such great friends that it would be a shame to jeopardise it, to give her the 'it's not you, it's me' speech, she wouldn't be able to hide the heartbreak. The humiliation. And the last thing in the world she wanted right now was for Phil to see it.

So she let herself start to curl up defensively, shoulders hunching that little bit, bringing one knee up to her chest and keeping her eyes fixed on the floor.

Phil swallowed. "I'm sorry." He murmured. He had never wanted to hurt her. He should have said it when she did, but he hadn't. Instead he had frozen. "I wanted to- look, you're just so... amazing, and funny, a-and- beautiful." The last word was barely a whisper, but Phil could see how May was only curling further in on herself, looking more hurt by the second. "And let's face it, way out of my league, and I just- I didn't know what to say."

He had tried to explain, but judging by the crushed expression on her face, how her head was bowed and her breathing forcibly even, he'd failed in making her feel any better.

"You don't have to say anything." May mumbled. "It's okay Phil." She just wanted him to stop. To go away and leave her alone so that she could be miserable in peace instead of trying to hold herself together in the face of him trying to tell her that it wasn't her fault he didn't feel the same way.

A pathetic part of her just wanted to cry. Everything was falling apart, Daisy was gone, Phil was dying, the team was fractured. And she was weak. All it took to break her was the man she loved telling her he didn't love her back.

Phil groaned internally. He should have known it wouldn't be that easy. Melinda did tend to excel at finding the worst possible interpretation of his words. "No- you're not... will you please look at me?"

It took several seconds for her to do so, and when she did Phil was shocked to see the tears floating just behind her eyes. The heartbreak and defeat there. "Melinda." He murmured, wanting nothing more than to hold her until that feeling went away.

She looked back down, hating herself for letting him see.

Phil shuffled a little closer, hesitating before resting a hand on her arm. "Every time I look at you I think of everything we've been through." He said in a hushed voice. "Our first mission, that dance elective that you dropped as soon as you could, the Bus, being- being partners again." He took a stabilising breath. "Everything I do is better if you're doing it with me."

Her arm twitched away from his touch. "Stop." May said in a cracked voice, doing everything she could not to cry. "Please." She knew they were friends. She was glad of that, but she didn't want him reminding her about it right now. She didn't need him to say it was better that way.

Phil's hand cupped her cheek, bringing her eyes up to meet his. "I'm trying to say that you mean everything to me." He murmured. "I'm trying to tell you that... I love you more than anything in the world, and I'm sorry for anything I ever did that made you doubt it."

She leaned further into his touch and closed her eyes, if only to stop him looking at her. "Phil."

"I love you." He murmured, "I'm sorry I hurt you. I love you so much." Hesitantly, gently, so that she could easily push him away if she wanted, Phil wrapped her up in his arms and breathed in her scent, gently kissing her cheek. "I love you."

For just that moment May let herself melt. She let her walls down and fell into Phil's arms, forgetting where they were and everything that had been going on. For now, just for these limited minutes, they were just going to be together in whatever way they wanted.

Right now she just wanted to not let him go.

May hesitated. "Don't die." She said, getting the words out as quickly as she could.

His smile faded and Phil pulled away and let one hand come up to brush a strand of hair from her face. Melinda. His best friend, the woman he loved. His partner, who he trusted more than anyone else in the world. "I'll try not to." He whispered. "I- I don't want to come back wrong. I'm scared that I might- disappear."

May took his hand, weaving their fingers together. "I won't let you." She promised.

Phil pressed a kiss to the back of her hand. "Then my life is in you hands Agent May." He murmured. "Anything you want me to do to save my life, I'll do it." He swallowed. "I don't want to leave you."

"Then don't leave me. Don't leave us."

"I'll fight. I promise."

May managed a tiny smile. "Thank you." She murmured, then, remembering how long it had taken him to say he loved her back, leaned in and pressed their lips together.

It only took a moment for her to realise he wasn't kissing her back, and half a moment to set aside any panic that she'd somehow misread the situation. No, she could feel how still he had gotten, how Phil was holding himself like a deer in headlights. Melinda rolled her eyes and pulled away, crossing her arms with a playful grin. "Really Phil?"

He stared at her, lips parted and a flush covering his cheeks. "I- uh... I-"

May snorted. "Take your time." She said mockingly. "It's not like we haven't done this before."

Phil wanted to argue that this time it was different, that it was just them. That he was just Phil and she was just Melinda and they weren't doing this for anyone but each other. He wanted to do that, but instead he was struck by how beautiful May looked when she smiled. How her teasing reminded him of old missions, of that lighter side that she kept so well hidden. So instead of arguing, he wrapped one hand around her neck and the other on her back, pulling her in again and crashing their lips together again.

He could feel Melinda laugh against him and rolled his eyes knowing that he would never live this down. Though he wasn't sure he really wanted to. Giving May fodder for making fun of him was more than a fair price to see her with that glimmer in her eye and hear her laugh.

May was still grinning at him when they broke apart, but Phil was somewhat gratified to see the slight flush to her cheeks. "I wonder how long it'll take you to get my bra off this time?" She said, raising an eyebrow.

Phil groaned. "May, it-it's been decades."

"Plenty of time to practice then."

He rolled his eyes and kissed her again, fleetingly. "Much as I'd like to show you." Phil smiled. "We have to get out of here. Daisy needs us."

May's smile faded. "You're right." She said quietly, standing and looking around for a way out.

After a couple of minutes of searching, May spoke up. "You lie to me again and you're sleeping on the couch for a month."

Phil stopped, turning to look at her. "When did I lie?"

She gave him a sly grin. "You said you love me more than anything else. We both know Daisy's at least on even footing."

Phil scowled. "Yeah, well... you're not one to talk."

May shook her head mockingly. "I never said I loved you more than anything in the world, I just said I love you."

Even in such a childish and playful argument those words made his heart flutter. Phil smiled. "I love you too."

Her smile turned that little bit less restrained, more emotional and vulnerable, her eyes flickering away from him. Before Phil could say anything the floor started shaking ever so slightly, and the two barely had time to jump clear of the door before it was blown inwards off it's hinges.

Daisy jogged inside with a grin. "Hey guys, what's shaking?"

May rolled her eyes. "I don't know how, but she gets the puns from you."

Phil hummed in agreement, briefly hugging Daisy in greeting. "You okay? Did they hurt you? Where's Talbot?"

Daisy waved a hand. "Don't worry about it." A frown crossed her face. "How were you guys in here for so long and didn't bust out? These guys are aliens but their tech's... crap. What were you up to?"

"Nothing." May said, a moment too soon and a touch too loudly just as Phil started to turn red.

Daisy's eyes darted between them, a wide smile slowly taking over her face. "Right, nothing. Gotcha." She beamed, not even bothering to try to wipe the smug grin from her face. "Well we'd better get all the nothing back to Earth, don't you think?"

Even though they were escaping from an alien spaceship and back to trying to keep the Earth in one piece, May groaned. Daisy had better keep her mouth shut.