A/N: Inspired heavily by a scruffy Clark Gregg. Set pre-series, when they're at the Academy. Title from an E.E. Cummings poem.

Disclaimer: I own nothing.

He doesn't tell her when he's coming back; he just shows up at her room when he knows she's in class, picks the lock, throws his shit on the floor, strips down to his boxers and shirt, and falls asleep in her bed.

She nearly has a panic attack when she opens her door and sees the mass in her bed, but the moment she sees his bags on the floor she relaxes, locks the door behind her, and slides into bed next to him once she's stripped down to her bra and underwear. His skin is sleep-warm against hers, and she sighs contentedly, pressing lazy kisses to the back of his neck, bringing him up from unconsciousness slowly and pleasantly.

"Hmm, I missed this while I was away," he murmurs next to her, his voice low and thick with sleep as he rolls over to face her.

"Look at you, you came back with some hair on your face," Melinda teases, one hand coming up to rub along the scruff that covered his cheeks and neck, thumb dragging along his bottom lip briefly. "The one good thing about three months abroad in Russia, I think."

"I brought back some good vodka too," he replies and she laughs, leaning forward to press her lips to his. His hands come around to press against her back, holding her against him as the kiss deepens. She hums against his mouth, bringing her leg up to sling over his hip; he tugs her even closer, their bodies pressed together from hip to torso to mouth, completely connected.

"Vodka later; this first," she says breathlessly, breaking the kiss momentarily to look at him through darkened eyes, cheeks flushed and breasts begging to be released from the thin, lacy bra she was wearing. He nodded before lowering his mouth to her neck, brushing his bearded cheek against her jawline, eliciting a moan from her that had him clutching her hips closer to his.

"God I missed you," he breathed into her skin, kissing his way back up to her mouth; this kiss was messy, all teeth and tongues and hands roaming skin that hadn't been touched in months. Her hand slid down his torso and into his boxers, wrapping around his rapidly-hardening length, moving up and down in a steady rhythm as he groaned against her lips. "My hand isn't the same when I'm so used to yours."

Melinda snorts, slipping her hand out of his pants to tug at his shirt; he sits up slightly to pull it up over his head and toss it across the room- it landed in the middle of her roommate's bed, and she mentally reminded herself to move it before Maria came back. Phil dragged her underneath him, kissing her mouth briefly before beginning to bite his way down her neck, leaving little red marks she knew she'd get hell for later. His hands slid underneath her, unhooking her bra expertly and tossing it aside quickly; his mouth surrounded her nipple briefly before he turned his head, rubbing his cheek against the wet, hardened bud. She cried out, hands coming up to grip at his hair and tug him closer, hot all over.

"You're not allowed to be clean-shaven ever again," she gasps as he repeats the motion on her other breast, her fingers tight in his hair to keep his mouth on her skin.

"You said that last time," he said, biting his way down her abdomen, the scruff on his cheeks scratching along her sensitive skin and causing her to moan, low in her throat. "And then made me shave it off two weeks later."

"Shut up," she laughs, shoving lightly at his head as he settles between her thighs, tugging at the hem of her underwear.

"I see you don't wear the nice stuff while I'm away," he teases, pulling the black cotton bikini briefs off and tossing them off to the left.

"Fuck you," Melinda says, still laughing as she moved her leg to kick him; he caught it, wrapping his arm around her thigh and dragging her closer to him, trailing biting kisses up from her knee to her inner thigh.

"I'm getting to that," he mumbles into her skin, leaving a patchwork of red marks on the inside of her thighs, alternating between sucking the soft, pale skin, and rubbing his cheeks against them. Melinda was panting above him, hands trying to direct his mouth to the wet heat between her thighs, but he kept resisting; she let out a soft growl, yanking at his head a little more forcefully, and he relented.

His nose brushed against her clit as his tongue darted out; she whimpered, shifting. He relaxed his mouth, wrapped his hands around Melinda's thighs, and tugged her closer, nose pressed harder against her. Her fingers dug into his scalp, nails on his skin, but he couldn't find it within himself to care.

He turns his head slightly to catch his breath, brushing his cheek against her leg; she whines, hips pushing up against his chin, and he grins, biting her thigh before turning back to her. She gasps out his name, arching her back as his tongue slides inside her, hands moving from his head to grip the sheets.

It takes a little maneuvering, but with his thumb on her clit and his tongue as far deep in her as he can get it, she comes, his name a garbled shout. He stays between her thighs, pressing kisses to her hips and thighs as she pants, eyes closed and hair a sweaty disarray.

"No more three month assignments," she murmurs as she tugs him up to her, curling herself around him as he presses kisses to her hair. "Three months is too long."

"Okay," he replies softly, holding her against him, one hand tangling in her hair. She sighs, nose pressed to his collarbone for a few moments before she pushes him onto his back, straddling his waist.

"Maria doesn't finish class for an hour. Let's take care of you."

"Why the fuck are you in pants?" are the first words out of Maria Hill's mouth when she enters the room she's shared with Melinda May for the past six months. "It's like, ten thousand degrees in this room. I'm surprised I didn't walk in on you in your underwear again."

"I'm cold," May replies, but she looks uncomfortable and her cheeks are flushed; the room really is hot, because SHIELD likes to keep the heat on high all winter long.

"Take the damn pants off, Mel," Maria says, shucking off her sweater and tossing it in the direction of the hamper. May still hesitates, and that's when Maria notices she's wearing a shirt she knows Phil Coulson brought with him to Russia. "Can't take them off because of all the love bites?"

May glares at her and she laughs, gathering her brown curls up into a messy ponytail.

"It isn't love bites," May answers, rolling her eyes. "He just…hadn't shaved in a while."

"Melinda May has scruff burn?" Maria practically screeches, and May winces, crossing her arms over her chest. "Good on Coulson, it's about time."

"I hate you," May says as she chucks a pillow at Maria, who dodges it easily. "I cannot believe I voluntarily chose to subject myself to being your roommate."

"Oh shut up," Maria replied, grabbing a pair of shorts from her drawer. "If you two promise to keep it PG I'll let him sleep in here tonight."

"I take it back, best roommate ever," May blows a kiss to Maria from her bed, who rolls her eyes and walks towards her own bed.

"Melinda May, your boyfriend's boxers are under my bed."