A/N: I'm in the middle of a whole *series* of stories that need to finish being outlined and written and edited but after Friday night I could NOT get this out of my head and had to write it out. That episode gutted me but I still believe Phil & May can have their happily ever after; even if it isn't in this lifetime.

The air was warm on his face, the sound of the wind in the trees and the waves on the beach a warm cocoon of sound.

Phil took a deep breath and for the first time in months, nothing hurt; the air entered his lungs freely. Pleasantly confused, he inhaled again, relishing the ease and comfort of a full breath of air.

Opening his eyes, he turned to May but one look at her had his smile frozen on his lips.

She was sitting up on her lounger, the inside of her bottom lip pulled between her teeth, her eyes furrowed and damp. Her arm was outstretched and he followed it with his eyes to see her hand stroking his arm.

He couldn't feel it.

Her mouth was moving, talking softly, but he couldn't hear her words.

"Oh." He looked down, realizing he wasn't actually controlling his body. "So...This is it."

He sat up fully, looking back and seeing himself lying still, eyes closed, chin bent to his chest, Melinda's hand moved to cup his cheek.

Phil wanted to tell her he was right there, that it was okay but she had no idea he was there; it was like when he had been pulled away to the dark dimension, except it was still light and warm.

He looked around, "What happens now?" he asked the sky, receiving nothing in response.

Standing from the chaise, he appreciated the ease of the movement, the lack of pain in his knee or stiffness in his back.

"Shouldn't there be a guide, or something?"

He grimaced, turning back to where May still knelt next to him, tears flowing free and quiet down her cheeks.

He sighed, "Come on, I don't want to watch you cry." He frowned, "Maybe this is hell. Sitting here watching you cry and not being able to do anything about it." He snorted, "Guess I probably deserve that."

He stepped to the edge of the patio, looking out over the water, "If it is hell, it's a lot prettier than I would have guessed."

Frowning, he turned back, continuing to address May, despite it being evident she couldn't hear him, "You saw me back when you died for a few minutes; were you messing with me?" He crossed his arms, leaning against the palm tree, "Because if not, I kind of resent you getting that perk yet leaving me here, all by my lonesome."

His shoulders relaxed as he watched Melinda straighten and wipe the tears from her cheeks, whispering something and brushing her lips against his forehead before standing and moving inside the beach house.

He stood a moment looking at his body, shaking his head. "You're a putz, Phil. Wasted so much time."

Taking another deep breath he felt the distance between himself and this place widening. Looking around again, things began to shift, distort and unravel until there, laid out in front of him, was all of time.

Just as Fitz had described when they first encountered Robin's Dad; time was just sitting there; each moment and event happening concurrently; an added dimension to the world around him.

He felt his way forward. As if watching through a telescope, there was his Dad, pulling Lola in to the garage the first time; the pizza party after little league champs; fighting Derek Anderson at senior prom; Nick Fury standing in front of him in the college library; Spraining his wrist in the Academy obstacle course; watching Melinda May take down a cadet twice her size; Sausalito; Glasgow; Clint and Nat arguing about Budapest; Tony Stark's press conference; Interrogating Thor; Standing back stage for one of Audrey's concerts; Loki; The bus; Standing with May, watching Skye and Ward playing battleship; Fitz hugging a soaking wet Simmons; Raina; Garrett; Koenig; Melinda standing behind him as he carved up the walls of his office; Pulling Skye out of the collapsed Kree temple; Hunter panicked over Bobbi; Fitz demonstrating his first artificial hand; Ros smirking at him over a candle at the Half Moon Pub; Ward and Fitz and Will on Maveth; May and Lash; Hive; The President; Sitting in the Zephyr with Mac; Daisy leaning against Robbie's Charger; May in the library; Aida; Jemma standing in a classroom desperately insisting he was a great man; Looking at space through the window of the trawler; Carrying an unconscious Daisy; May yelling at him, her fear buried shallow under her tone; Talbot; a beach, May's hand in his…

It was all laid out in front of him, like books on a bookshelf.

In his mind, he reached out, feeling drawn to a moment and when he opened his eyes he was in an unfamiliar room but he instantly knew where and when he was.

There was Radcliffe, looking at some digital image, and there was Simmons syringe in hand, and May, strapped to a gurney.

He knew what was about to happen but it didn't make it any easier to watch as Jemma pressed the needle into May's neck and grimaced with trepidation as the monitor flatlined.

A moment later, there she was.

May was unresponsive on the table but she also was in front of him, eyes wide, hands at the ready.

He smiled, "Hey."

She blinked at him, fists relaxing, "Coulson? What…" Her eyes flicked over him, "Why are you dressed like that? Your…" He could see her taking in the subtle changes to his appearance and she tensed again, "What's going on?"

"It's okay." He assured in his most soothing voice, hands open, "You're dead, but not really." He frowned, "Well, I mean, yes, really. You're not breathing and your heart stopped but it won't be for long, you're going back."

"What the hell are you talking about?" She growled.

"May…it's okay." He said again stepping closer, "Look around, they needed to do this to save you from whatever you were seeing. And it's going to work, they're going to succeed in bringing you back in less than 7 minutes so we don't have much time."

Resting back on her heels, she took in the scene around them, pausing at the sight of her own unresponsive form, "So…what is this?" She looked to him, "What are you?"

Phil shrugged, "Dunno. Just got here myself."

Her face slacked and her eyes went wide, "You…you're dead?!"

Putting up a hand he shook his head, "Not for a while. It's okay. When you wake up I'm still fine; everyone is fine and just waiting for you to get better."

She tilted her head stepping closer, "But you are…you? Phil?"

He nodded, letting a small smirk play on his face, grateful for the opportunity to just talk with her again.

"And you are…"

"We all die for real, eventually." He shrugged.

May shook her head, "You're not old enough."

"I felt plenty old enough." He huffed. "It's okay. It was peaceful. Which is more than I ever imagined for myself." She frowned and he smiled, "You were with me and I was happy. Happier than I had been for years. Trust me; it was as good of an ending as I ever wanted."

She shifted her weight, "I was with you?"

He nodded.

She took the information in, he watched her process the meaning behind it. "So, you're from the future?"

"Eh…" He couched, "Turns out Fitz was kind of right; future, present, past…not really much of a difference between them when you step outside of it."

She stared at him and his eyes flicked to Radcliffe's countdown, "Look, there isn't much time, they're going to bring you back soon."

"Can you tell me what happens in the future?" She stepped closer, "Can I change it?"

He smiled. Melinda May, always looking for solutions. For a moment he debated telling her everything he could manage, but thinking back over the past year he realized the futility of cursing her the knowledge of what lay ahead.

"You can't change the future. It's already happened." He took a step into her personal space, taking her hands in his, "Even if I told you everything, it doesn't matter." He stroked his thumbs over the back of her hands, "But I will tell you there are challenges ahead. We think we've already seen it all but this is beyond what we could have imagined and there are times it may feel insurmountable." He squeezed her fingers, "But no matter what happens, we'll find one another. Just hold on to yourself and never stop fighting."

"You know I won't." She promised, eyes on his.

He took a deep breath, looking over her shoulder to where Jemma was shouting at Radcliffe; there wasn't much time left.

He swallowed, his eyes finding hers, "No matter what, I need you to know that I...that Phil...loves you." Her eyes widened and he moved a hand up to cup her cheek, "Even though I might be too flummoxed, or stupid, or scared to say it. Know that I do; that I have, for a long time." He frowned, "Just was always thinking I was doing the decent thing, keeping it to myself."

She blinked, lips parting, "Phil…I… ..."

"It's okay." He smiled, the final weight lifting off his chest, "There's still a lot to happen between you and I. You have time, and when it's right, you'll know what to say."

Behind them, Jemma raised a pair of AED paddles.

Phil brushed the hair back from May's face, "It's time to go back. You've got a life to live."

"You promise you'll be there?" She questioned, eyes searching his face, "When I wake up, you're okay?"

"I'll be the one to drive you home." He promised.

"And you can't tell me anything?" She pressed one last time.

He shrugged, "I could. But it doesn't matter." He let go of her, stepping back, "Everything ends up okay, Melinda. Trust me, I love you."

"I.." Her voice faded and on the gurney she jerked awake, fighting against Jemma until the scientist wrapped her in a hug.

Phil smiled as the scene grew distant.

"You have no idea how much that meant to me."

He whipped around to see Melinda standing by his shoulder. Dressed in a warm sweater and dark leggings she smiled at him.

"For the longest time I figured it was all a delusion but it gave me hope when I felt none." She smiled, stepping closer, "Technically I guess you were the first one to say 'I Love You.'"

"We both were." He uttered, still taking her in, "Why are you here?"

She rolled her eyes, "Seriously, Phil? Why do you think?"

"But…" He swallowed, "When? How? Why… are you…were you…"

She smiled, touching his cheek, "I lived a life after you died and when my time came, I was ready. You should have no concerns, I have no regrets."

He swallowed, hand covering hers, "What happened?"

"It doesn't matter." She dismissed, turning her hand into his and letting it fall between them, fingers entwined.

"Maybe." He shrugged, "But I'd still like to hear the stories."

He looked around; Radcliff's lab and the expanse of time were gone. They were in a void, a bright light in the distance.

She nodded, beginning to move to the light, still holding his hand, "We have time."

"Where are we going?" He looked ahead, feeling the warmth.

May shrugged, "I don't know."

"Will there be others?" He asked.

"Maybe." She smiled, "It'd be nice but I'm okay if it's just us."

He tightened his fingers around hers, "Me too."