A/N: This one's a bit of an AU with a bit of the Battle Scars comics sprinkled in for flavor. Hand isn't dead and Sitwell isn't HYDRA. Because I prefer having my agents alive and well. :3

When Nick made the decision to leave S.H.I.E.L.D. in Phil's hands, he went into it with the expectation that there would be things that his One Good Eye would choose to do as Director that he would disagree with. He decided it was something he could live with.

"…and so, after much consideration, I've decided to step down from my position as Director. But I don't intend to leave S.H.I.E.L.D. without the kind of leader it deserves, the kind of leader that will take it to places I never could. Which is why I am naming Daisy Johnson as the new Director of S.H.I.E.L.D., effective one month from today."

Perhaps he spoke too soon.

It should say something about the two of them that when Nick is ushered into Phil's office, the man he's looking to see has just finished pouring two fingers of scotch for each of them.

"Have you lost your damn mind?" Nick demands once they're alone.

"Nice of you to finally ask," Phil says with a smile as soft and insincere as his tone. "But no, thanks, I haven't."

"Then would you mind telling me why I watched you make an announcement that you were stepping down and choosing a kid as your replacement?" Nick presses.

"I'm not sure," Phil says, leaning back in his seat and sipping from his glass with exaggerated thoughtfulness. "Because I did make an announcement that I was stepping down, but I certainly didn't choose a kid as my replacement. I did choose a gifted young woman, however. Did you check the audio settings on your tablet?"

Nick drags a hand slowly across his face in a motion that looks less like he's scrubbing his lone eye and more like he's attempting to claw it out. With a slow sigh, he sits in the seat opposite Phil's and reaches for the glass set aside for him. He drains it in one go and replaces it on the desk, knowing this is not a conversation he's willing to have sober.

"Help me understand this," he says.

Wordlessly, Phil picks up the bottle and refills Nick's glass—three fingers this time—before topping off his own. As he'd suspected, this is not going to be an easy conversation. Somewhere, in the back of his mind, is the nagging thought that this has been a long time coming. This is a conversation long overdue.

"Marcus," Phil says—and he hasn't called Nick by that name since before he'd died— "you asked me to rebuild S.H.I.E.L.D. and I've done that."

"I didn't ask you to rebuild S.H.I.E.L.D. with the intention of having you hand it off once you were done," Nick says.

"But I am," Phil corrects him, his thumb tracing the rim of his glass. "I'm done."

Nick sees it. He doesn't need both eyes for that. He sees the exhaustion in the slope of his old friend's shoulders, reads countless sleepless nights in the dark circles beneath his eyes, numbers every impossible decision made in his frown lines. Some part of him knew this was coming, that the very thing he had asked Phil to do would slowly destroy him. He had foolishly hoped that Phil would adapt to the position in a way that would allow him to maintain that necessary emotional detachment all while still remaining the same old Phil Coulson he had relied on for years upon years. He should have known he was being greedy. But then, he'd been selfish enough to bring the man back from the dead kicking and screaming so perhaps that should come as no surprise.

"You asked me to rebuild," Phil reiterates. "I've taken S.H.I.E.L.D. as far as it can possibly go with me at the helm. There is so much more ahead of this organization and its people, but I'm not capable of taking them there. I want what's best for my agents, for my family; this is what's best."

"She's not even thirty, Phil," Nick argues, giving the other man an opening to plead his case, but making his skepticism readily apparent. "She was hacking our database and living out of a van when you found her."

Phil shrugs. "You found me in a drunk tank."

"Yeah, sitting next to me," Nick snorts.

"You started that fight. I was just dumb enough to back you up," Phil reminds him.

"Dumb enough or drunk enough?"

"Bit of both."

Nick remembers. He remembers a stupid punk with a fake ID who wasn't old enough to be in that bar in the first place. He remembers an angry young man with a chip on his shoulder when it came to unfair fights. Sometimes it's hard to believe that little shit grew up to be the man sitting across the desk from him, but maybe that's Phil's point.

"Just answer me this," Nick says, leaning back in his seat and crossing one leg over the other. "What makes you so sure she's ready for this? What makes you so sure she's better for S.H.I.E.L.D. than you are?"

Phil purses his lips. He slowly twists his tumbler, centimeters at a time, his fingertips just barely touching the glass. The honeyed amber liquid within is nearly gone and, after a few moments of deliberation, he picks up the glass and polishes it off. Once it's empty, it remains so, as Phil ignores the bottle sitting just inches away on his desk.

"I've seen a lot of amazing things since you brought me into S.H.I.E.L.D.," Phil says. He pauses, just long enough to shake his head and for a small, genuine smile to make its way to his face. "And out of all those things, Skye… she's the most amazing of them all. She's special, Nick. And I'm not talking about anything in her blood or anything to do with her heritage. I'm not talking about the kind of special that her… father spoke of."

Nick notices the bitterness, the disgust attached to that single word, but he does Phil a favor and says nothing of it.

"She's going to change the world, for the better, and I figure it's the least I can do at this point to step aside and give her the platform to do it," Phil says.

"But that's not the only reason you're stepping down," Nick says, setting his empty tumbler beside Phil's. "And what makes me think that a certain Captain has something to do with this?"

Phil huffs a near-silent laugh at the jab, his eyes leaving Nick briefly and focusing on their two empty glasses. The silence lasts only the length of a few heartbeats, but in those few moments Phil is somewhere far, far away from where Nick is. With a patient smile, Phil's eyes rise to meet his again as he tears himself away from wherever it was he'd gone.

"You know Steve has been not-so-subtly trying to get me to step down for some time," Phil tells him. "And I'm not going to say that he didn't influence my decision in some ways, but this decision is mine. It's not something I'm doing on a whim. I've given this a lot of thought; Skye's ready, Steve's ready, I'm ready. It's time."

"And… what? You and Rogers just gonna retire to some tropical island?" Nick asks, an eyebrow arching loftily.

"I think you've sufficiently ruined tropical islands for me," Phil says flatly. "And retiring? Seriously? Who do you take me for?"

"You seem pretty done with the whole thing," Nick points out. "Said so yourself."

"I'm done being the Director," Phil corrects him. "But there's still plenty I can do as an agent."

It's not something that's easy to picture. When Peggy had stepped down as Director it was for retirement and when he had left the position, well… it was something of a necessity. Having the acting Director step down to return to being a field agent is more than a little unusual.

He's still not sure he's comfortable with the idea, but some part of him is relieved that it's happening. Some part of him is relieved that Phil is getting out while most of who he is remains intact. It's a relief that he knows Steve shares. They've talked about it, on occasion, and Steve has confided in him his concerns in regards to what this job was doing to Phil. He never said as much, but deep down, Nick knows that Steve blames him. Because Nick had known Phil wouldn't refuse. Nick had known he would take on this task and complete it to the best of his ability. Nick had known Phil would make sure S.H.I.E.L.D. was rebuilt the way it was meant to be, even if it killed him.

No one talks about it, but it's always there. Like a dirty family secret, everyone knows the lengths he had gone through to bring Phil back, to ensure that S.H.I.E.L.D. would survive, and no one talks about it. Maybe it's time that they talk.

"Do you believe that I did what I thought was best?" Nick asks him.

Phil hesitates, the muscles in his jaw jumping in agitation before he frowns down at his hands in his lap.

"I don't know," he says. "I believed in you. I followed you wherever you went. I thought that meant something to you and then you…"

Nick watches his expression twist into something dark, something deeply unsettled. But it's gone in an instant, years of training helping him shift to a smooth, neutral expression instead, masking whatever he's truly feeling or thinking.

"I thought my loyalty meant more to you," Phil says. "I spent months trying to figure out why you had put so much time and effort into bringing me back, just to hide it. And I was just another one of your pawns, just another chess piece to move across the board. You knew HYDRA was within S.H.I.E.L.D. and you knew it would collapse. And when that happened, you needed someone who could rebuild it, who would want to rebuild it, who no one would think to look for. Who better than a dead man? Because as far as anyone else knew, that's what I was. And for the sake of protecting S.H.I.E.L.D. and my agents, you knew I would keep it that way. You knew I would continue to maintain your lie because coming out with the truth would jeopardize people's safety."

"And you're right. About all of it," Nick responds, holding his hand out, palms up. "On that front, I don't regret it. I'd do it again, in fact. I use people when the situation warrants it and I used you because it was the only option I had left to me."

"That doesn't make it alright."

"No, it doesn't. Very far from it," Nick admits. "But you were never a pawn, Phil."

"Don't bullshit me, Marcus."

Not for the first time, Nick asks himself how they'd gotten here. But he knows the answer to that. They'd gotten here because Phil had been stupid and Nick had been selfish and they both had been stubborn. It's gone on long enough. They've wasted too many years letting this sit unsettled between them.

"Yes, I brought you back because you were the ace up my sleeve," Nick tells him, exhaling slowly. "But you were more than a backup plan. I brought you back because I needed you. Not S.H.I.E.L.D., not the Avengers, not the public. Me. Because I was too selfish to consider having to go on without you. Because the idea of moving on without you at my side was the most terrifying thing I could imagine. I was weak and I put my needs before yours. I hurt you in ways that I could never apologize for; so I didn't."

It's hurt him more than he could ever say. The doctors had told him that it would be best if he weren't present for any of the procedures to bring Phil back. He was present for all of them. It's been years and still he hears his old friend's screams, his pleas to make it stop, when he closes his eyes at night. He figures it's just punishment that he should be haunted by the suffering he'd wrought upon a man who didn't deserve it.

"Did you honestly think that's what I wanted?" Phil asks after digesting this information. "For you to just leave?"

"I thought about what I would want, if I were in your shoes. Seeing my ugly mug wasn't it," Nick says with a shrug.

"I'm not you, Nick," Phil says.

The declaration is quiet, but not without conviction. It's because of this conversation that Nick is able to see it for what it is, that he can read into each facet Phil has lent it. No, Phil isn't him. He never was and never could be. And really, Nick had never wanted him to be.

"I'm sorry, Phil," he says.

Phil holds his gaze, not saying a word. Nick doesn't flinch. Whatever it is Phil's looking for, he's inviting him to do what he needs to find it. Whether he does or not, Nick's not sure, but he looks away and rises from his seat. As Phil clears the glasses and the bottle from his desk, Nick begins to think that may be the end of it. With that in mind, he rises as well, intent on making for the door.

"Would you consider coming back to S.H.I.E.L.D.?"

The question stops him in his tracks. He twists to shoot the other man an incredulous look, to which Phil rightly offers him a lopsided smile and a light shrug of his shoulders.

"After I step down, I was thinking, it might be nice to get the old team back together. You know, Melinda, Felix, Victoria, Jasper…" Phil rattles on.

"And that's it," Nick says. "Just like that? All these years of barely talking to each other and now you want to get the gang back together?"

"I know you, Marcus," Phil says, ducking his head. "I just… needed to hear you say it."

Nick shakes his head, nearly laughing at the ridiculousness of it all. He reaches out, clasping the other man's arm and squeezing fondly. But then Phil is looking at him with those eyes of his and shit, if there was any time to hug the man, it was now.

They stand side-by-side as Skye takes to the podium. Phil watches her with proud eyes, as a father would his daughter, and Nick takes the time to gaze upon what the man has built. It's different than how he would have done it, but maybe that's for the best. What Skye builds will be even more different and Nick is starting to believe Phil just might be on to something with her. Listening to the young woman's stirring speech, he begins to see what Phil does, begins to see what Phil believes is so special about her. She's not like Phil. She's not like Nick or Peggy, either. She is something altogether different, something entirely her own.

Things will never be the same as they had once been, but for the first time in years, Nick is starting to believe that just might be alright.