Warning: Major spoilers for those who haven't watched the movie. AGAIN, SPOILERS. DON'T READ IF YOU HAVEN'T WATCHED.


"Just stay awake. Eyes on me, understand?"

Phil didn't even have the strength left to humor Fury, couldn't even try to pretend he still had a chance.

"Sorry, boss, but I'm going to…have to clock out on this one."

"Not an option."

If it were any other time, Phil would have remarked on the way Fury said that: Like Phil really had a choice either way.

But it wasn't any other time, and he could feel the fight draining out of him. He'd spent most of his life following orders, and to find that he couldn't accomplish the one that they both knew mattered the most made him want to scream.

He tried to draw in a shuddering breath instead.

Thinking back on all the deaths he'd witnessed as an agent, he never really thought that leaving was just as hard as being left behind.

"It's okay, boss…"

His vision was blurring, and he was starting to go numb.

Not much longer.

"It never... would have worked out anyway..."

He thought of the group of people he had worked so hard to get together. All those different personalities that were so alike, still unable to cooperate properly, carefully testing each other's waters.

Phil knew that, with the right push, they'd be a good team.

A great team, even.

Heroes.

And, maybe, in all the visions he had had of seeing the team function as one, he saw himself on the sidelines, watching over everyone, gently herding them toward the goal of being not just a group, but a family.

He had always seen himself helping them, but not like this.

He didn't think he wouldn't be around to see them happen.

God, God, this hurt. He still had so many plans, so many things to finish.

Stark owed him an all-expenses-paid vacation.

Barton still hadn't submitted his mission report about Budapest.

Romanov was supposed to show him the new gun trick she had discovered.

There were unsigned, vintage trading cards still sitting in his locker.

Phil thought of bright eyes and a beautiful smile and how he'd never get to see how she looked drawing her bow across strings as she played.

"They needed something... something to..."

Something to motivate them.

He could barely make out the hazy face of Nick Fury in front of him, now.

The darkness dancing on the edges of his vision slowly crept forward and he exhaled to keep himself steady.

They would win this war, and that was a fact. He knew that as much as there were many who thought this team of people could save the planet, he was probably the only one out of all of them who didn't have an ounce of doubt they could do it.

Dying was never on his list of things to do, but he was never one who minded taking one for the team. If he had to be the sacrifice in this, then it was fine with him.

Because he knew that they wouldn't let him die for nothing.

He found he couldn't breathe in, felt he didn't need to, and wondered at the feeling of calm pulling him under.

He imagined going to bed after a long, long day, of pulling the covers over himself and reaching out to turn the lamp off.

He thought of how they would remember him, and fight together because they knew he believed they could, thought of this small victory and how everything that would follow would be worth it.

And he let go.