This story was begun on, well, March 29th (funnily enough), and I put it on the shelf for a while because I became very busy. But kaheels recently motivated me to get it finished and, seeing as how I fully expect the episode tonight (1.19) to upset some of this head-canon, I figured now was the time to get this thing posted.

It takes place before episode 14, so there is not yet any reason for animosity in the Coulson/May dynamic at this point.

I hope you enjoy it, and let me know what you think!

Deep breath in...deep breath out...here we go!


It was March 29th. He never knew before today how much he hated March 29th.

That was probably because this was the first March 29th he had experienced that was truly worthy of his hatred. It was only a few years ago that the date had come to have any personal significance to him; and last year, March 29th had brought both blissful joy, and unforeseen heartache, like a thorn wrapped in velvet.

He knocked twice against the door. "Are you decent?" he asked.

"Not yet," came her muffled reply.

"Oh good," he said aloud as he turned the handle and waltzed into the room.

She shrieked an unbelieving "Phil!" as she quickly tried to rewrap the towel around her body, juggling the second towel that toppled from her head. She wasn't quite fast enough. A small, but unabashed smile grew at the corners of his mouth.

He tipped his head a bit to the side and his eyes narrowed slightly as he appraised her beauty from head to toe. Coming from any other man, the look would have felt invasive, critical. But being on the other side of Phil Coulson's gaze made a woman feel like a work of art. He bit his bottom lip in a strained smile as he walked toward her, his eyes taking their sweet time on the return journey from her sleek legs.

She swatted him on the shoulder once he was close enough. She tried to keep her expression stern, even as the smile spread across her face. "That was not an invitation," she stressed, turning away from him to look at herself in the vanity mirror. She freed her hair from the towel and squeezed it a few times to dry.

Coulson came up behind her, his smile still fixed in place. "I was planning on nagging you to hurry up and get dressed," he mussed, dipping his face to nuzzle behind her ear and breathe in the scent of her shampoo. "But I think I prefer you this way." As he spoke, he snuck a hand around the front of her, slipping underneath the fold of her towel, and snaking around her waist. He pulled her back against him as she tried to run a brush through her hair.

She laughed at him and shook her head. She loved it when he got like this. He made her feel so special.

She tiled her head to the side as she combed the tangles out of her long brown locks. The man at her back took the motion as an invitation to attack her neck with kisses, and that's precisely what he did. He could taste the silky soap on her skin and it intoxicated him. With the hand not currently sliding up and down the skin beneath her towel, he touched her lightly on the chin and caused her mouth to turn towards him. They shared a long, lazy kiss.

When they pulled away, she smiled at him and stroked his cheek lovingly. "At this rate, we'll never make dinner."

He breathed a small laugh as he turned to look back at the mirror. "If I were you, I'd be more worried about making your flight tomorrow afternoon." A playful twinkle lit in his eye as his hands came up to the knot of the towel. She cocked an eyebrow at him in their reflection, which earned her a boyish smirk.

The damp cloth fell to the floor.

The Velvet.

They briskly walked up to the maitre d's desk hand-in-hand. "Coulson," he said, slightly breathless, but doing well to hide it.

The man behind the desk gave the slightly disheveled couple a strange look before bowing his head to read the list of reservations. "We called your name twenty minutes ago," he explained. "I'm afraid we had to give your table away."

Coulson nodded his head as he quickly reputed, "We were unavoidably delayed," (he ignored the quiet snort from his date) "but I made this reservation three months ago. Please, it's very important."

"I'm sorry, sir, but there's nothing I can do."

Coulson breathed out a subtly perturbed huff and turned his head to look at his date. She smiled understandingly at him, trying to save him from feeling guilty. He glanced down at her smile, the hastily applied lipstick having veered off of her lips in a few spots due to bumps in the road. He smiled at her. "Why don't you head to the ladies' room for a second, babe? Your lipstick could use a little touch-up."

He pulled her in to kiss her cheek and then nodded towards the 'Restrooms' sign behind them. She eyed him curiously as she pulled herself away from his grasp and complied with his odd request.

A few minutes later, when she returned from the bathroom, Coulson offered her his arm and his smile. "Good news," he said happily, "they found us a table!"

The woman cast a disapproving look at her date, though it was halfhearted. She only hoped that he had merely shown his badge to the maitre d instead of threatened the poor man. But by whatever means, she was glad they had a table. She would have been disappointed if they had to drive all the way back to his apartment and order take out, tonight of all nights.

The waiter showed them to their table and delivered their menus. Coulson ordered a bottle of champagne and then the two were left in peace.

"This place is beautiful," she observed, looking around at the delicate decorations and soft lighting.

Coulson also glanced around the room, nodding mildly with a shrug. "But I'd say the decor had a something of a boost about forty seconds ago when you walked in," he said, looking pointedly her beautiful dress and shining face.

She beamed at his flattery and laughed softly. And she was back to feeling like a work of art. When the waiter returned with the champagne, Coulson ordered dinner for the both of them before the man scurried away from the table.

The two shared a toast and a series of tiny smiles as the evening progressed. Before their appetizers could even be delivered, Coulson reached into his suit pocket and retrieved a small wrapped package. He looked down at the present and suddenly became quiet. He smiled and shook his head at his failure to speak. He lifted his eyes and was greeted with a warm expression from the woman across from him. "I was planning to wait to give you this until after desert, but..."

She took the flat package when he offered it and smiled at him. She pulled at the corners of the wrapping until the paper started to tear. Soon, she was unwrapping the package to reveal what appeared to be a very old book. She turned it over to see the cover and gasped. It was a Nancy Drew novel, The Secret of the Old Clock. She flipped the book open and her breath caught again. "This is a first edition!" she said aghast.

Coulson smiled and nodded. "It belonged to my mother. When you mentioned the other day than you used to read these as a girl, I thought you might appreciate it."

"I can't believe this. This is a like a thousand dollar book."

His eyebrows raised. "Really?" he asked, surprised. "In that case, I might be needing it back."

She laughed and held the book close to her chest, "Fat chance of that, buddy!"

He smiled and nodded. "I'm glad you like it. Happy birthday, Audrey."

Coulson shook his head at the memory. Bending over the sink, he splashed water onto his face and scrubbed. He wished the cool moisture would build some kind of barricade around his mind, to keep the next part of the memory from flooding back into him.

His phone buzzed in his pocket.

The Thorn.

Instantaneously, the couple at the table shared a knowing look with one another. Disappointed brown eyes met regretful blue ones as Coulson reached into his pocket and retrieved the phone. He glanced at the display screen and instantly his heart sank. He knew the night was ruined.

"Hello?" he asked, bringing the device to his ear.

There was a long pause. Meanwhile, all Audrey could do was sip her champagne and try to read his facial expressions. But he didn't express much. He never did. Not when it came to work.

"Who have you alerted?" Coulson asked, fiddling with his napkin so that he wouldn't have to look at the woman sitting across from him. "Notify the director immediately. I'm on my way." The little huff of frustration that came out of his date at that moment was not lost on Coulson, but he pretended not to notice. "Very well. I'll be there shortly then. Goodbye."

He sighed as he brought the phone away from his ear and pressed the 'End Call' button. He wiped his mouth once with his napkin, even though it was already clean, and then forced himself look up at her.

Audrey's face was predictably upset. He could tell because of the way the muscles in her cheekbones flexed with restrained tension as she stared at him.

"I'm-"

"What is it this time?" she asked, her voice level and controlled, even though she sort of felt like crying.

Coulson inhaled to give a response but was cut off again before the words could escape him.

"And don't you dare tell me 'it's classified'."

Coulson swallowed the familiar phrase in his throat, and tore his eyes away from her knowing gaze. He absentmindedly scratched his nail over the beautiful pattern in the white tablecloth. He never knew what to say to her in these situations. She refused to take his silence, but would reject an apology, and telling her the truth would be illegal for him to do.

"I don't know what you want from me then, Audrey. It's not like I can-"

"I want you to choose me!" she said, desperately leaning over the table towards him and placing both hands on its surface. She glanced around when she realized she had said that rather loudly and a few of the other restaurant guests had stirred and looked over to their table.

Coulson's heart broke at the sound of that plea.

She leaned back in her chair. "For once, Phil," she said, more reserved. "I want you to choose me over S.H.I.E.L.D...For once." Her voice was just barely above a whisper.

The agent sighed, totally dejected. He knew he couldn't give her the reply she wanted, and that ate away at his very core. He turned to gaze at the other couples at the tables around them. He knew that each of those other men would get to take their wives and girlfriends home that night. They would get to be with them, watch them smile and hear them laugh. They would get to sit side by side for hours if they felt like it, and touch and kiss for longer. Maybe a few of them would have kids at home and would just go straight to sleep when they returned, paying the babysitter and then falling into bed. But the next morning, they wouldn't be on a plane headed to god knows where. They wouldn't be in a command center, trying to juggle a dozen global disasters at once. They wouldn't be in a medical bay, watching the medicine drip into their own IV, or worse, someone else's. No, in the morning, they would wake to the annoying sound of an alarm, and would roll over to see the woman they loved. It was like they each wore a badge on their foreheads that read 'Normal Man'.

Well, Coulson had a badge too, and his read 'Property of the State.'

Sighing again, Coulson wordlessly stretched out his hand towards her, laying it open on the table.

She looked at his hand and bit back the tears. A strained smile pinched onto her lips and she shook her head and looked away. It wasn't really a rejection of him, he knew that. It was a plea against the tears that wanted to spill out. She, leaned her chin into her hand while her elbow rested on the table. Her eyes shimmered and she tried not to let the first tear fall. She failed.

"Audrey," he coaxed softly, deeply. "Please."

She closed her eyes and sighed before she finally turned back to look at him. She wiped away the one escaped tear and then placed her hand in his.

His fingers folded over hers and he stroked her soft skin with his thumb. "If I could choose anything, it would be you. Every time. But this is above me, Audrey. I can't help that." The words were soft, but earnest.

"I know," she said. "It's just that...I was really looking forward to today. I mean, I came all the way to New York to spend my birthday with you."

"I know, and believe me..."

They both heard the buzz. They both visibly deflated at the sound and Coulson reluctantly pulled his hand from hers to retrieve the phone from his pocket once again.

"What?" he answered gruffly. There was a short pause and then "Acknowledged. Don't call me again."

He hung up the phone and huffed at it. The couple both tried to compose themselves when the waiter approached with their appetizer. Coulson looked down at the salad and tried not to shake his head at the cruel irony. He looked up at the young man and forced a smile. "Thank you."

"Certainly," the waiter replied before darting away again.

Coulson looked back to his date and sighed again when she refused to look at him. He reached into his pocket and retrieved the car keys. "Here," he said, placing them on her side of the table. "They sent a car for me. It's in the parking lot." He hadn't bothered to wonder how they knew where he was, on his day off, with his girlfriend. At some point, he had stopped asking those types of questions from S.H.I.E.L.D.

When she didn't give him a response, he simply stood from the table and buttoned his suit jacket again. He moved to her side of the table and bent to place a chaste kiss on her cheek. He lingered by her ear for a time, but didn't know what to tell her. 'I'll see you' could potentially be false. 'I love you' would sound like a lie. And 'Happy Birthday' would be too cruel. So instead, he simply closed the distance once more and delivered another small kiss, trying to imbue into it some kind of promise. That was the best he could do.

Straightening again, he turned and left, leaving behind a beautiful woman, sitting alone at a table, trying to be discrete with her tears, on the evening of her birthday.

'It's in the parking lot.' That was it? If he had only known...Only known that the following twenty-four hours would include him watching an entire S.H.I.E.L.D. research facility being swallowed by a massive sinkhole in the face of the earth...that within the following days, he would go toe-to-toe (or rather, heel-to-toe, as it turned out), with a demigod and suddenly feel his flesh split open as a blade was shoved through his heart...if he had only known that, seconds after, he would be motionless on the floor, feeling the blood seep down his back and chest, limbs numb, sweat stinging in his eyes, and a second after that, he would feel nothing at all...if he had only known what would be taken from him, he would have let a different remark be his last to her. He would have held her differently in bed that day. He would have kissed her harder. He would have apologized for every single thing he had done to hurt her and he wouldn't have left until she forgave him for every one. He would have said "I love you." He would have said "goodbye."

There was a part of him that wondered if he would have still left her if he had known what was to come. Some days, when he looked back to the events that unfolded after his death and as a result of it, he knew without a doubt that he still would have left that restaurant and gotten into that car. Then there were other days, the March 29th kind of days, when all he could think about were those eyes and those lips, and he would wonder how Mama Coulson's boy could ever be such a cad as to wound them. And he would ache, as he ached today, to hold that woman again and never let her go.

Coulson doused his head with water again and pretended like it was the only thing rolling down his cheeks. He couldn't look into the mirror. Not this time.

A few sighs escaped his mouth. They shot into the sink and ricocheted off the porcelain to break against the dampness of his chin. The resulting sensation was cool against his skin and caused him to shiver once.

Keeping his gaze low, he turned from the mirror and shoved his head into a towel, scrubbing his hair and face mercilessly. At his age, men should be more delicate with how they treated their hair. But he didn't care. Not tonight. He didn't even comb it back into place before turning to leave his small bathroom.

When he opened the door, he suddenly froze. Walking into his quarters to find a woman reclined on his bed was just about the last thing he expected tonight.

Melinda May sat up a little straighter when she heard him open the door. She took a moment to regard him in his sleepwear while he did the same to her. They weren't used to seeing each other so normal, so plain. At least, they weren't used to seeing it in recent times.

A drawn out silence wafted through the air of Coulson's living quarters. May wasn't normally one to beat around the bush, but she also wasn't blind to tact, and she knew what needed to be handled delicately. This was one of those times. "You've been withdrawn today. The team has noticed," she commented, causing their eyes to meet again. "I couldn't figure out why...then I looked at the calendar."

He breathed out a small laugh, one totally void of humor, and shook his head quietly. "That's some pretty good recall you've got," he commended, watching her readjust her position on his bed, her long, sleek legs sliding across the bed sheets with a small rustling sound. "Why are you here, Melinda?" he asked quietly a moment later. He had a guess, but he wasn't willing to assume that at this point.

"I wanted to make sure you're okay," she answered after a small hike of her shoulders.

His response was quick. Maybe too quick. "I'm fine."

The other agent sighed and sat up on her knees. For being a secret agent, sometimes the man read just like a book. "I need the truth from you, Phil."

His mouth pinched into a restrained grimace and he shook his head again sadly. This woman knew him too well. Coulson looked over to a few trinkets on his desk, as if the answer he needed would be written there. "Today has been hard," he quietly admitted. His eyes pinched shut as he tried not to let the images of Audrey come flooding back into his mind. He couldn't handle that right now. He finally looked up at May again as he added, "but it's not going to kill me."

If there was meant to be any humor in his comment, they both ignored it. "Phil," she began softly. "You are the reason I am on this plane. If it wasn't for you, I would still be at base, content at my desk. But I joined this crew because...you and I've been through a lot. We've always had each other's back and I wanted to look after you now. Make sure you were okay...had everything you needed."

The last few words were delivered a little deeper than the rest, and Coulson's mind raced to decode their implication. She locked gazes with him, kneeling on his bed with her hands folded gently in her lap. For a split second, this S.H.I.E.L.D. legend looked for all the world like a teenage girl on the night of her senior prom. "What do you need tonight, Phil?" she asked, and this time, her meaning was perfectly clear.

Something unknown raced through his lungs at that point and dried his throat like a raisin. His eyes drifted down her again. It wouldn't be the first time they had filled that role for one another. But it had been a long time. Perhaps too long. "Some of those things aren't your responsibility," he observed quietly, looking back up at her and subtly, but pointedly, quirking an eyebrow.

"What do you need, Phil?" she repeated, voice dipping ever so slightly.

His chest rose and fell in a sigh as he maintained eye contact with her. After a light gulp, he slowly approached the bed and joined her. He mirrored her position and knelt in front of her. Scowling, he brought both hands up to rest on her shoulders. After a moment of hesitation, he slid his hands down her bare arms, reveling in the smoothness of her skin. She was so soft, just like Audrey.

He looked up and locked eyes with her. He saw cooperation there, a selfless sort of surrender that very few people had ever seen in the eyes of Melinda May. He felt the weight of that privilege, and the weight of its temptation. He brought a hand up to cup the side of her face, thumb sliding across her bottom lip.

As mouths go, hers was near perfect, and that wasn't even the first time Phil Coulson had enjoyed that revelation. But it was the wrong mouth. As much as he wanted to pretend, as badly as his body ached to remember, he knew it was the wrong mouth, and that everything else would be wrong too.

His eyes fell into a frown and he sadly shook his head. "Not this time, Melinda," he said, dropping his hand from her face. "I can't." He hated how weak his voice sounded. He hated how weak everything felt. It was like he was bleeding out all over again.

Coulson felt her hands come up to stroke his shoulders tenderly. A second later, he was wrapping his arms around her waist and pulling her against him, bowing his head into the nape of her neck and burying it there. He breathed in deeply as she embraced the hug and rubbed soothing circles up and down his back. He didn't cry.

They stayed that way for several minutes until both of their legs got tired and they needed to lie down. Coulson pulled back the covers and allowed her to slip in beside him. She cuddled against his chest (very few people knew that Melinda May ever cuddled) and he held her against him. She wasn't the woman he wanted to be holding that night, but the gesture of friendship was still not lost on him. And truth be told, he needed it more than he would be willing to say.

He held her that night and didn't say a word. Neither did she. He was amazed when he felt her thumb come up to his cheek to wipe away the periodic tear, like she had some kind of radar for it, even though he made sure he was completely silent.

She knew him.

He felt like half of their friendship was spent trying to thank the other person for doing something monumental, but he didn't know how he was ever going to thank her for this one.

Turning his head, Coulson watched the digital clock announce the arrival of midnight. And just like that, it was March 30th.


I'm one of those writers who really appreciates reviews, so...yeah.