A/N: I know there must be a million of these fics out there but I couldn't resist. Another take on 'The Conversation That Must Be Had'. Never written these two before but man, do I love them. Thanks to MissyHissy3 for the typo check. Hope someone likes it.

Better Late

It was days before Coulson tried again. By then he'd spent so much time attempting to process those two brief exchanges that the shock had hardened into something else, something tinged with anger that did not sit well beside the rest of the tumult he was feeling. There was so much else to deal with, and although he genuinely had made his peace with his coming fate, that had been before. Before she'd stood right in his face and said something he'd never expected to hear, not from her, not in those exact words, not like that. Besides, Phil Coulson wasn't used to ranging Melinda May alongside the things that were a thorn in his side. She was usually with him, usually beside him, not against him, but just three small words seemed to have inverted that to such an extent that she couldn't even meet his eye.

On the evening of the third day after he'd failed to articulate any of this to her, or even really to himself, Coulson decided that enough was enough. He found her in the mess, alone, picking at a sandwich of dubious provenance. May looked up when he walked in, her expression subtly hardening as she just as quickly turned away again. He ignored the implied dismissal and kept walking until he stood beside her.

"Can we talk?"

She studied her sandwich. "I told you, I already-"

"Yeah, well. I haven't."

May raised an eyebrow, her face still downturned. "I was beginning to get the impression you didn't have anything to say."

"Look," he said, a spark of the fury spinning in his gut coming out to play, "firstly, you and I both know that what you said was a blindside, which is exactly what you intended it as. So how about you cut a guy some slack? Secondly-"

He stopped himself and she looked up. "Secondly?"

Coulson glanced around. "The rest of the list should probably be aired somewhere a little more private, don't you think?"

May looked up at him for another minute, then dropped the sandwich and stood. Coulson found himself looking down at the gloss of her dark hair and realised she was in trainers, not her boots. They'd known each other for so long, and yet he still found himself surprised by her diminutive stature. It seemed so incongruous that so much life, so much vitality, so much complication, could be packed into so small a frame.

The thought caused something else to stir in his chest, momentarily flaring bright enough to mask the anger: a familiar burst of affection. He blinked and pushed it away, because if he was going to get through this – to get out exactly what he needed to say the way he needed to say it – the anger had to stay put.

They walked to his room in silence. He opened the door and waved her in, then followed and shut it again behind them, keeping his face to it for a long moment. Even as he did he could picture her, standing behind him, her stance far from easy, arms crossed, in fight-or-flight mode- and wasn't this exactly the problem? He knew her, he knew her so well, had known her for so long. She was there, in his mind. She had been since the day they'd met, and she would be until the day he shut his eyes for the final time.

Coulson turned, and they regarded each other. May looked pensive, her eyes dark and not quite looking at him, but still she waited. This time there was nowhere else for either of them to be. There were no more excuses, no more get-out plans. Here it was, plain and simple, the culmination of years of something he'd never explicitly avoided yet also never found the right time to address. His heart stalled, then restarted. He took a breath, watching her face.

"I have loved you – really loved you - for a very long time," he said. "But you should know, Melinda May, that I have been in love with you for even longer. And you and I both know that those two things are very different."

May's eyes flashed to his.

"Actually," he said, "I think you do know. I think you've always known. Let's face it, it's not as if I've done much to hide it besides not saying it aloud. I'm not the coolest guy on the planet, and I don't have your poker face. I have a tendency to wear my heart on my sleeve."

She shifted uneasily. "Phil-"

"I know you love me," he cut her off. "Of course I do. You and I both love everyone here. How could we not? You don't get to go through everything we've been through, do all the things we've done, without becoming family. But when you say it the way you did, like a flat-out punch in the middle of an argument that I know you will do anything to win – Melinda, my first thought wasn't 'Oh God, finally'. It wasn't to pin you against the nearest damn wall and go in for a kiss. My first thought was, 'She'd go there? Really? She'd use that? On me? Now?'"

Her jaw slackened and her lips parted: he heard the slight, sharp breath she drew between them.

"So forgive me if it's taken me a while to work out just what to say to you," he said. "But if you want a reason for my silence there it is. I love you, and I know you love me. If you think that knowledge isn't important to me, then you are wrong. If you think that knowing my death is going to cause you more pain on top of everything you've already been through doesn't put a spear right through my chest, you are mistaken. I know there's always been a spark of curiosity there between us, and look, believe me – even knowing you'd try it makes me love you even more, but May… pretending what you feel is different than it actually is… come on. That's not going to do either of us any good."

There was a moment of silence. May was staring at him, and he was a little disconcerted to see tears in her eyes. He'd expected anger, more recrimination perhaps, but not that.

"Well," he said. "That's it. That's what I wanted to say, so…"

He turned and opened the door, leaning on the handle as he waited for her to leave. May stood there for a moment or two, and then went to walk past him. His heart constricted as she reached him, adrenaline and emotion bleaching away, leaving him exhausted. He was losing stamina fast, these days. He could feel himself fading away.

May stopped in the open doorway. Then she pushed the door shut again, keeping her hands flat against the panel. As close as they were, she didn't look up at him. He could see the glimmer of tears on her dark lashes and the sight of them made his heart ache. Melinda May. Fierce, beautiful, ageless, tough as old boots and sharp as a knife blade. He loved her. Oh, he did.

"Melin-"

"When?" she asked, her voice low as she cut him off. "When did you realise that you were in love with me?"

He stared down at her for a second. "Remember that first class we had together? I was late because I couldn't find the lecture room so it had already started. I stumbled on the edge of the carpet as I came through the door and you looked around to see what the noise was. Remember that?"

She nodded, a tiny movement. "Yeah."

"Since then."

She did look up at him then, the tears that had weighted her lashes sliding down her cheeks. "Why didn't you ever say anything?"

He was leaning against the door now, facing her, one shoulder hunched against it. With the other he shrugged. "Melinda, I don't think you even knew my name for the first year we knew each other. We didn't exactly move in the same circles. And you… were never short of company."

"But later. We worked together. We were friends, Phil. We spent a lot of time together."

"I asked you out for coffee once, remember? But by then you'd already met Andrew. And sometimes… sometimes friends is better. Worked out pretty well for us. Don't beat yourself up about it, May. It's not as if I've been unhappy. Our friendship – you – mean everything to me."

She dropped her gaze but turned towards him. There was another minute's silence, but Coulson waited her out.

"Do you remember," she said, "that mission where we were undercover as husband and wife? And we had to… sell it. And you couldn't get my bra undone?"

He huffed a slight laugh. "Remember it? Of course I do. You didn't let me live that down for years. You thought it was hilarious. Phil Coulson, my nerd partner. Can't even undo a girl's bra."

"That wasn't…" she trailed off.

"It wasn't what?"

She shook her head, bit her lip. "I teased you because I didn't know what to do with the rest of it."

Something about her tone made his chest tight. "What do you mean?"

May let out a short breath. "When we got home, after that mission, you know what I realised? What I thought about more than anything? It wasn't about the fact that you couldn't undo my bra, Phil. It was that I really wanted you to."

He stared at her, stunned into stillness. Watched her swallow, watched the motion shiver the delicate muscles in her neck. Couldn't breathe, suddenly, couldn't move.

"I've always had a good poker face," she said, her voice so low he could barely hear it. "I've also never worked out how to run towards the things that would be good for me, instead of running away."

Coulson heard a buzzing in his ears. He was frozen against the door, staring at her lips as they moved, studying her face, the trace of those rare tears.

"You never made a move, never even really made me think you wanted to. I told you I was going out with Andrew and you suggested a cup of coffee if it didn't work out. That's all. And you already meant too much to me, enough for it to scare me. We were friends, and yeah, sometimes friends is better. Anyway, maybe I've only really realised it in the last few years - but I was in love with you, even then. You were so different to the other guys I knew. You cared, and it didn't matter to you who knew it." She took a breath and looked up at him. "You haven't changed. So many years, so much has happened, and you're still the same Phil Coulson, and I am still in love with you. I just… you know I don't wear my heart on my sleeve. I've had it broken too many times. But no one's going to break it the way you will, Phil. Nothing's going to break me the way losing you will."

He didn't even really realise he was raising a hand towards her until his fingers were in her hair. He stroked it away from her face, and then smoothed his thumbs across the tears that had settled on her cheek.

"Please fight," she whispered, turning towards him. "Please, because I can't-"

He leaned forward and pressed his lips against hers, swallowing the words. She made a sound and sank against him. He wrapped his arms around her – she was soft in her training gear, so unlike May and so like Melinda – and kissed her in a way he'd often thought about, in his younger years, when knowing her and knowing that he loved her had sometimes been so overwhelming that he'd wondered if he could survive it.

They pulled apart, forehead resting against forehead.

"It's never been just a spark," she said, quietly. "Not for me."

He kissed her again, wondering if her lips were the softest part of her; wanting to find out. He glanced past her, then leaned over to turn the lock on the door, but before he could it reverberated with a loud knock.

"Coulson?" came Daisy's voice from the other side of it. "You in there? And have you seen May? There's something I need you to see."

They both stilled. Coulson looked down at May, who rolled her eyes and slowly extricated herself from his arms, taking a step back and lifting her chin at the door.

"Better let her in," she said. "Don't want her taking it off its hinges."

Coulson did as he was told.

"Finally. " Daisy said, walking in, "I was beginning to think-" she stopped, looking between them. "Sorry, am I – did I interrupt… something?"

Their twin refrain of "No" was so obvious that Coulson felt himself wince even as he said it.

"Riiiight," said Daisy. "Well, I'm convinced. Look, I need you both upstairs, OK? So I'll just… be up there. Waiting. For you two to finish… whatever this… isn't."

She backed out again, pulling the door shut behind her.

"You know," Coulson said, "Fitz and Simmons actually managed to get married. You'd think you and I would be able to take a just a minute or two to ourselves, wouldn't you?"

He turned to May to find her looking at him with one eyebrow raised. "A minute or two? That's… that's all you want? Really?"

"Well," he said, leaning in to kiss her again. "I have been practicing my bra technique over the past thirty years…"

[END]