It was 5.30 in the morning and Phil woke from a very light sleep. He turned on his side to check the time on his alarm clock.

'Awake before the alarm.' He mused to himself.

Phil swung his legs out of the bed and got out of bed. He found that since is resurrection he couldn't abide lying down if not physically or mentally exhausted. He pulled is sweatpants over his boxers and grabbed his favourite Captain America t-shirt as he left his bedroom.

The Playground was unsurprisingly quite at this hour, but he was surprised not to find May anywhere. No sign of her in the Gym, Office, Kitchen, Bathroom, Bedroom, Hangerbay…

As he was strolling around the Hangerbay he approached the rear of Bus; it's cargo ramp lowered, as if it was waiting to welcome him back.

He smiled to himself slightly, at the nostalgic thought. He walked up the ramp anyway, stroking his prized Corvette, Lola as he went.

Entering the Living area of the Bus, he wasn't surprised to see Melinda May practicing her Tai Chi with her eyes closed and a look of calm concentration on her face.

He approached quietly and sat on the stool by the mini-bar. He wasn't foolish enough to think he could ever sneak up on Melinda May. He knew May was aware of his presence and just choosing not to acknowledge him yet.

He had no idea how long he'd been watching her by the time she'd finished.

"Having trouble sleeping?" May asked as she picked up her water bottle and took a swig from it.

"Maybe…" He replied, now looking at his joined hands, resting on his raised knee.

May sighed silently under her breath as she walked closer to Phil. "Wanna tell me about it?" She placed her hand on Phil's knee as she used it to climb onto the tall bar stool beside him, she didn't need to do that to get on the stool, she chose to as an excuse to have contact with him.

She waited patently for him to gather his thoughts and express them.

"Everything's changed." He looked up at his best friend and second in command. "I'm not sure if I can do this. Running and rebuilding S.H.I.E.L.D. I trust Fury, and his judgement, but I'm a different person now, I'm not sure if I trust my own judgement."

May looked at him sympathetically. She knew those thoughts, even had them herself after Bahrain, but he trusted her and her judgement to ask her to return to the field, fly the Bus and protect the team.

"Phil, I've been there. You helped pull me out of a hole. I want you to know that what your going though, you don't have to go through it alone." She raised her hand from his knee and stroked his face, her thumb gently caressing his cheek to emphasize her next point, "You might be a Director of a defunct organization, but you have a team, willing to work and even die for you."

Phil's eyes opened wide,he wasn't expecting that, he didn't want people to die for him. "No, I don't want that May. That's the opposite to what I want."

May smiled softly at him as she continued to stroke his cheek. "Too late for that."

He stood up from his stool to stand directly in front of May sitting on hers. He looked down at her as he cupped May's face gently in his hands and leant down to capture her lips softly with his own.

They parted for a moment, "You know I love you and I won't hesitate to do anything to save you. Not S.H.I.E.L.D. but YOU." May said sincerely.

Phil stood between her legs in an attempt to be even closer to her. "I love you too. And that's why I order you not to do that. Ever." Phil's hands dropped to her hips and he pulled her closer to him.

"Come on, we might have time to go back to bed before the kids wake up. I sleep better with you beside me anyhow."

~~~~End~~~~