Author's Note:

This is written for Philinda-clintasha. I was worried I wasn't going to get it up in time because it's a lot longer than my usual stories but I had fun

1991

It's snowing outside, snowflakes gently drifting past the window as she stares out. Resting her forehead against the cold glass of the window, her breath fogging up her vision of outside as she releases a sigh. It's Christmas, and honestly, today feels anything but festive for her. A large majority of the other cadets have gone home for the holidays to see their families, she however is alone in her dorm staring at snow. Sometimes she thinks it would have been nice to have a normal family, whatever that is. With her mother away on a mission at the moment and her father in the dark about what she is actually doing with her life at the moment - not going to college but training to become a secret agent - it's difficult to have any sort of semblance of a happy family holiday celebration. Not when your mother isn't even in the country and you can't tell your father anything about your life. It's times like these where she wishes that life could be simpler, different.

A knock on the door startles her from her thoughts pulling her back into the present. Rising from her seat by the window she answers it not really sure who would be needing her on Christmas Day. Opening the door, she doesn't even mask her surprise as she is greeted by a snow covered but smiling Phil Coulson.

"What are you doing here?" She asks impulsively unable to stop herself in her surprise at his appearance.

Her lack of proper greeting does nothing to dampen his festive spirit as he continues to smile at her happily.

"I heard you were still on campus," he smiles rocking back and forth on his heels, "I thought we could spend Christmas together."

A frown crinkles her brow as she processes his suggestion.

"Don't you want to spend it with your family?" She asks not sure why he would want to spend it with her and not his family.

"My flight was cancelled," he explains with a shrug, "and you're my best friend so that still counts as family right?"

A warm feeling spreads through her chest at his words but she covers it up with a roll of her eyes as she finally composes herself. Stepping back from the door she allows him in as he shrugs off his snowy jacket, hanging it on the back of her desk chair. She watches curiously as he settles himself on her bed and begins to pull assorted items out of his bag that he brought with him: a thermos, two cups, three Tupperware containers and two board games.

"What's all this?" She asks as he begins setting himself up making himself right at home.

"We're celebrating," he states simply with a happy grin as he unscrews the top of the thermos, and the glorious rich scent wafting from it has her mouth watering.

"Oh my gosh, you made hot chocolate!" She exclaims excitedly taking the cup that he hands her as she joins him on her bed.

Taking a sip of the rich chocolatey drink she lets out a hum of satisfaction as Phil enjoys her reaction. Popping open the lids on the containers her eyes widen as she takes in what's inside them, gingerbread cookies, shortbread and fruit mince pies.

"Made them all myself," he tells her proudly with a smile.

"Guess I'll have to see if they're any good," she teases him.

He gasps at her mock offended.

"Of course they're good," he defended playfully, "You weren't anywhere near the kitchen when I baked them."

She glares at him in response though he knows that it's all an act. He's never going to let her live down the day she accidentally exploded a cake in the oven. It's not her fault someone spilt more baking soda than necessary into the batter, well not really her fault anyway. Letting out a laugh he holds out a gingerbread cookie to her. Taking the cookie from his hand, she gives him one last look before she bites into it. Her face seems to light up as she tastes it, her pretence of being grumpy now forgotten.

"Phil!" She exclaims once she finishes her mouthful, "this is really good!" She waves the cookie in his face.

He grins proudly at her pushing the cookie out of his face and towards her own.

"I'm glad you like it," he tells her with a soft look as she leans her shoulder into his.

"Thanks Phil," she says quietly, placing a gentle kiss on his cheek.

She's so happy to have him, so happy that he came knocking on her door covered in snow. There's no one else she'd rather spend Christmas with.

2012

Her apartment is eerily quiet compared to the muted thuds and cheering coming from the party held in the apartment two floors below hers. There are two glasses sitting on the coffee table as she stares at them, trying to ignore the heavy feeling in her chest. Releasing a slow breath, she leans forwards to pour herself some scotch, leaving the other glass empty. Wrapping her fingers around the cool glass she tells herself that she shouldn't have this drink because it will only lead to another, but she doesn't care anymore. Not tonight. Her eyes flicker towards the door and for some unexplainable reason a small flutter of hope stirs inside her even though her rational mind tells her that he won't be coming tonight. It's not like they've spent every Christmas together because they haven't. When she got married and after Bahrain… Things changed. Even then though, somehow a Christmas card from him would always find its way onto her desk and she'd get a call from him where he'd talk and she'd listen. There was no Christmas card on her desk this year, and there was no phone call from him today. Swallowing her drink in one gulp, she places her glass back in the table before filling it up again. Picking it up once more she lets her head hang as she stares down at the amber liquid swirling in her glass. She feels so alone, so empty knowing that he's not coming over, that he's not going to call, that she'll never hear from him again. It feels like a constant heavy ache has settled deep within her chest ever since he died. It's been months now but it still feels like it was only yesterday that she got the call from Maria telling her that Phil had fallen in the line of duty. He was her best friend even when he wasn't there with her, when she had pushed him away, still he had been there for her. It rests heavily on her that she wasn't there for him when he needed her most. The what ifs constantly taunt her as she feels responsible for his death. If only she had been there. If she'd been watching his back like she promised him she would, they wouldn't be where they are now. He wouldn't be buried six feet under and she wouldn't be crying into her scotch. It hurts like nothing has ever hurt before. He's truly gone, not coming back and there's not a damn thing that she can do about it. It's her first true Christmas without him. He's not just in a different state or on a mission. He's dead. It's not simply that he's not with her, he's gone. The reality of it stings like a slap in the face. All the time and years she spent wasted, pushing him and everyone else away when she should've kept him as close to her as possible. If either of the two of them deserved to die it most certainly was not him. Phil was sweet and kind and had a huge heart filled with so much compassion. She didn't deserve him and he didn't deserve to die. He deserved so much better, so much more.

"I'm so sorry Phil," she whispers quietly to herself. "I'm so sorry."

A single tear tracks it's way down her cheek slowly as she shuts her eyes. Taking a deep breath before opening her eyes, she wipes away the tears and swallows down the rest of her scotch. Christmas doesn't feel the same without him.

2016

Panic rises in her as she opens her eyes, looking about the room before she remembers where she is. Reassuring herself that she's safe, she takes slow deep breaths before her heart rate settles. Sighing, she runs a hand through her hair before climbing out of bed and walking out of her room. The base is quiet as it's still early in the morning, too early for anyone else to really be up. Her bare feet are silent on the smooth floors as she makes her way to the common room. Curling up on one of the couches she listens to the silence as she tries to calm herself. The bright lights of the christmas tree in the corner blink at her, flashing in an erratic manner that makes her want to shut her eyes. She can hear the low hum of the base's generator and the sound of slightly shuffling footsteps. Almost unconsciously her body stiffens up as she turns her head just enough to keep an eye on the door. The familiar Captain America t-shirt that greets her however has her releasing a breath she hadn't even noticed she'd been holding.

"Hey," Phil greets her rubbing a hand over the side of his face tiredly, "couldn't sleep?"

She tips her head in confirmation, there's no point in trying to deny it.

"Cocoa?" he asks holding up a mug to her from the kitchen.

Despite the stresses that had been previously bothering her, she finds a small smile curving her lips. Nodding her head she rises from the couch to sit on a stool in the kitchen, watching him as he works, grabbing ingredients and mixing them together. The silence between them is comfortable and she's grateful to him for not pushing her to talk about what's bothering her. Since she escaped Aida and they got rid of the LMD posing as her, it's been difficult for to relax. It scares her how close Phil came to danger because of her. The LMD had been posing as her and because of it she'd been so close with Phil, she can only imagine what sort of damage the LMD could have done to him if she hadn't escaped soon enough. She's pulled from her dark thoughts as the man in question pushes a mug of hot chocolate towards her with a gentle smile on his lips. A slight upturn of her lips is all she manages to reassure him she's alright as she accepts the drink with a silent thank you written in her eyes. His smile brightens just a little as she pulls back, taking a sip of his own drink before straightening up and turning around to switch on the oven before beginning to pull things out of the cupboards. She watches on curiously, not quite sure of what he's doing as things begin to pile up on the kitchen counter. Getting out bowls and spoons and measuring cups she realises what he is doing as he begins to measure and combine ingredients together. A playful smile dances across his lips as he looks up at her from the bowl of ingredients he is currently mixing and she can't help the way a soothing warmth slowly spreads through her chest at his look.

"Here," he passes her a rolling pin and cookie cutters as he flours the bench and places the dough down.

Raising an eyebrow at him in question he shrugs in response with a small smile.

"I'm trusting you with this," he teases.

A roll of her eyes is the only response he gets as she takes the rolling pin and begins to roll out the dough. Seeing her here, with him, just making cookies together makes him feel happier than he's been in a while. Having her back with him and knowing that it really is her is such a relief. He hopes the he never has to deal with another imposter posing as May ever again. Watching her as he mixes up another lot of dough, she looks so focused as she uses the cutters to create the shape for the biscuits before gently placing them on the lined tray next to her. Wiping her arm across her forehead she manages to get a small swipe of flour across her brow. She looks utterly adorable to him and not for the first time he feels the urge to kiss her. He wants to but she's still raw from her whole ordeal of being kidnapped and impersonated by a robot, he's surprised by how she's coping with it all now. Her gaze flickers up to his as he watches her and a small rush of relief floods through him as she holds up the two filled trays for him to put into the oven with a small smile. He smiles back as he takes the trays from her and places them in the oven. Setting a timer for them to bake, he hands her another ball of dough to cut biscuits out of. They work together with just the sounds of the kitchen as they fall into a comfortable silence. Their work is methodical, finishing one lot of baking before putting in the next. Whilst they wait for the final lot to cook - fruit mince pies - they sit on the couch together side by side, arms just brushing against each other. It nice being able to simply enjoy one another's company, no imminent threats and no one else to interrupt them. When the timer goes off they both get up. May gets the pies out of the oven and sets them to cool as he mixes up the icing for the gingerbread cookies, placing it into bags for piping. Their hands brush as he passes her a piping bag and the tiny smile she shares with him makes his stomach flutter and a part of him hopes that maybe some of the feelings that the LMD shared with him might hold some truth in them. As they pipe the icing onto the biscuits she lets out an amused chuckle at his choice of colours.

"Blue, red and white?" She teases him, "really Phil?"

He shrugs unashamed, he just really loves Captain America ok?

"Couldn't help myself," he states with a cute little grin.

It's hard not to smile back in return and his adorable expression just makes her want to kiss him. They finish off icing the biscuits together and then grab icing sugar to dust over the tops of the fruit mince pies. When finally everything is completed - the shortbreads are cooled, the fruit mince pies are dusted with icing sugar and the gingerbreads are iced -, they each take a step back to admire their hard work. Sunlight is beginning to brush at the edge of the horizon, dawning a new day as finally they both begin to feel tired and like they could possibly sleep. An odd sense of pride and achievement settles in their chests at their handiwork and they smile at one another. There's a small smear of icing sugar on Melinda's cheek and he steps closer to her to wipe it away tenderly with his thumb. She leans the slightest bit into his touch as he cradles her face and there is so much warmth in his blue eyes she feels like she could drown in it.

"I never got to actually open that bottle of Haig with you," he whispers as they stand mere centimetres apart.

Their bodies are so close she can feel the heat radiating from his skin into hers.

"I guess not," she replies back just as quietly.

"I'd still like to have that drink with you though," he tells her causing her to open her eyes and look at him.

She hadn't even noticed that her eyes had fallen shut, so caught up in the moment, caught up in him.

"I'd like that," she breathes out softly.

Neither of them are really talking about that drink as such anymore though. It's obvious in their eyes, something deeper, heavier on show between them.

"I'm tired of waiting," she tells him, her quiet words cutting through the relative silence of the room. "I love you," the words fall from her lips in a sweet utterance.

It sends his heart racing and he almost can't believe they they're actually doing this. Melinda May loves him.

"I love you too," he whispers back tenderly, the moment between them so fragile, so precious.

Her eyes flutter shut as she breathes in deeply, a beautiful smile curving her lips. When she opens her eyes there is so much love evident on her face which is mirrored in his own. A rare moment of complete vulnerability and openness shared between the two of them. Gliding a hand up to the back of his neck, she tugs him down to her as she rises up on her tiptoes, placing a sweet kiss on his lips. His arms wrap around her waist tugging her closer until she is pressed up against him as they deepen the kiss. They've both been waiting so long for this moment and it feels absolutely perfect. Slowly pulling back, the stay close together, foreheads resting against each other as the regain their breath.

"Merry Christmas Phil," she whispers against his lips as she tenderly rubs a thumb over his cheek.

"Merry Christmas Melinda," he replies before sealing her lips with his in a kiss once more.

A/N

Please drop a comment and let me know what you thought. If you have any Philinda fluff prompts please feel free to ask, you can also message me on tumblr if you like at hardcore-evil-regal