Phil Coulson entered the kitchen area of The Playground, it was 3.30 am and he was wearing a faded grey t-shirt with a Captain America shield at it's centre and a pair of black tracksuit pants.

He padded softly across the kitchen in his bare feet as he approached the cupboards looking for a late night snack as the rest of his team slept. He couldn't sleep. Not because of the weight of running S.H.I.E.L.D or a desperate need to carve alien writing into a wall, but because he sent Melinda May out on a mission – alone.

Plant a bug on a HYDRA sympathiser who'd popped up on their radar by sending large donations to the organisation, they needed eyes and ears on this one, but had to keep the surveillance as covert as possible, they needed him to show the many hierarchical tentacles within the organisation.

He sighed loudly to himself as he rummaged through the cupboards and in the fridge, which was full of food but nothing took his fancy. He hated it when it was May and Trip's turn to buy groceries, 'They never get any junk food.'

He grabbed a banana from the fruit bowl and looked at it with disdain, maybe if he thought about it long enough it'll turn into a chocolate bar.

Phil ate his banana as he walked into the living area and sat down on the couch, he hadn't bothered to turn any lights on and he didn't need to. He didn't wait too long before he heard May walk in, stiletto heels clicking on the hard concrete floor before she reached the wooden floor of the living room.

May strode into the living area, threw her black clutch bag on one of the chairs and threw herself on a couch, the same one occupied by Coulson. It was not surprising that they both found themselves sitting there, it was 'their seat'.

If May was startled by his presence, she didn't show it. With her martial arts skills, she probably could've sensed his presence before entering the room, who knows, May was a glorious enigma.

The senior Agents sat in an amicable silence for a few minutes before May chose to break the comfortable silence.

"You're aware of my distain for 'Undercover' work?"

Coulson snorted to himself as he recalled all the times where she'd clearly told him she hated undercover. "I'm aware."

"Did you know I also hate dressing up for Halloween?"

Phil glanced at her; even in the darkness he was still able to see her dressed up in her Halloween costume and heavy makeup. Thinking about it, he hadn't seen her dress up for Halloween before. He paused and regarded her. May was wearing black leather knee high boots, black fish-net stockings, black tutu-skirt, black corset, fish-net gloves, black velvet collar with a little bell, and all topped off with a set of cat ears; sitting proudly on her head. This wasn't the most appropriate time to consider how hot she looked right now, dressed as a sexy cat-girl.

"Really?" Phil sassed. "Because right now, it looks like your really embracing it…!"

"When Skye found out I had to go undercover on Halloween and the target would be hosting a Halloween party in a night club, she said I'd blend in better like this."

He looked May up and down again, wondering if May dressing like this would make her inconspicuous, "Did you blend in?"

May sighed again but this time the side of her head rested against Coulson's shoulder. "Not really, I received more attention than I might've liked."

Coulson caught her drift as his arm wrapped around May and brought her closer to him. The side of Coulson who was her best friend wanted to laugh and ask her who's admiring eyes she had to fight off and the side of Coulson who loved her as more than a friend, saw her as his equal and his potential successor grew jealous. His jaw clenched tightly and his lips thinned as he drew her closer to him still, jealousy winning out, she moulded to him quickly and without hesitation.

He was well aware that May was not a 'little woman' who needed anybody's protection, she was the best fighter he knew, but he really didn't like the thought of anyone trying to take advantage of May, HIS May.

"Did you sort them out?" Phil asked as he rubbed her upper arm.

May could see he wasn't happy, she could also hear it in his voice, he couldn't hide anything from her now. "Of course." She took the opportunity to swing both of her legs over his lap and crossed them at the ankle.

Phil moved his hand from her arm and settled it on her hip as his other hand came to rest on her thigh.

"You know something I don't hate?" May asked as she snuggled closer to Phil, her face nuzzling in his chest. She loved the feel of him, his warm solid body, his smell, his voice.

"Enlighten me." He said softly as he started rubbing her thighs over her stockings.

"Times like this. We don't get to be like this anymore." May raised one of her hands and brought it up to rest on his chest, she balled her fists slightly around his favourite t-shirt.

It had been years since they sat together like this, before the team, as they know it was created, before the horror she'd endured in Bahrain and before his death and subsequent resurrection after the battle of New York.

She missed those times, where they could relax and be themselves. So she treasured the time she was spending with Phil now, at nearly 4 in the morning, sitting in the dark with her best friend and someone she loved with all her heart. She knew she would have to burn these memories into her mind when the time comes to follow his wishes and take him down if he endangers himself, the team or her during one of his 'episodes'. No matter how much she didn't want to carry out his wishes, she didn't want to think about how far he'd have to go to force her hand.

"Yeah, it's a shame the only time we get to be this close is because it's 4 in the morning and no one is awake yet." Phil agreed as he stroked her thigh with longer and softer strokes than before and she looked up at his face.

"Do you think the team will get the wrong idea if they saw us now?" May half joked, she knew the answer before the question left her lips.

Phil scoffed, "Of course," as he pulled her body closer, lifting her slightly and sat her on his lap as his legs spread wider to accommodate her, "but they don't have to be wrong."

May released the breath she didn't know she was holding and a small smile graced her ruby lips. Her eyes searched his, as much as they could in the dark, and she found no hint of a joke within them. "Are you serious?" She daren't believe her ears; did he want to start a relationship with her, after all this time? "Phil, I –"

She didn't get the chance to finish her sentence before his hand caressed the side of her face, his thumb gently rubbed over her red lips silencing her as he then drew her head down to kiss him. The kiss was slow and tender, she certainly wasn't used to kissing anyone like that for a few years. The only people she allowed this close to her was for a quick fuck to release her sexual tension, the last of which being their traitorous Specialist residing in a vault in the basement. She savoured every moment as her tongue entered his mouth and danced with his. She hummed her satisfaction as Coulson's hand moved from her thigh to her hip as he groped her through the tutu.

May's hand rubbed over his abs, up to his pecs and over the top of his shoulder, she couldn't get enough of him right now. Their kiss broke and changed from a heavy 'make-out' session to light, tender kisses peppered all over each others face and neck. Phil paused from raining kisses on Melinda's neck, he whispered, "I think you need to revisit your hatred of dressing up for Halloween."