Wow this got angsty real fast. Anywho I saw a few headcannons comparing Melinda's situation to FZZT but I decided nope. I'm gonna compare it to the world's most painful conversation from 2x04. Good luck. Also I'm sorry Piper is my emotional punching bag, she literally gets hurt in some way ever since we met her. She just reminds me too much of myself.

May walks down the corridor quickly with her head down. She had dismissed her cadets early. She just couldn't fight anymore. She had been too hard on them. Piper especially. She had been showing them proper techniques of fighting from behind, for purposes of avoiding looking at any faces.

Until her instincts had kicked in, that is. Piper had jumped on her back, trying to prove a point to the lesser experienced agents. That's when muscle memory had taken over. Melinda grabbed the back of Piper's jacket flipping the both of them forwards. Piper's hands fell from her neck landing the younger agent with Melinda on top of her.

That's when her face morphed, hideously. Piper's hands shot outwards, likely trying to stable herself. Melinda wrenched her arm as she would an actual attacker, dislocating the girl's shoulder with a painful scream. Melinda lost it, punches flailed, hitting the poor girl in her jaw. It took two of them to wrench her off of Piper, who by now was hardly conscious.

Melinda saw the body before it was already too late. A hand wrenched her to a stop, a distorted face barking orders at her. Melinda grabbed the arm flipping them onto the cold concrete before she ran. It wasn't until later that she had even recognized the body as the new director.

She ran as fast as she could before two shots echoed through the air. She felt the ground crumble beneath her as the dendrotoxin took its effect. She could still hear the screams.

XXXXXXXXXXXXXXXXXXXXXX

Melinda's eyes open slowly before they're assaulted by brightness. Dear god, who chose white as a good color for their containment cells. She twists carefully realizing she's shackled to the bed. Piper's screams still echo in her ears.

People cycle through every now and again. Simmons, Radcliffe, the new director. She doesn't dare raise her eyes from the white sheets. She couldn't.

"Hey." She doesn't need to look up to recognize Phil's voice. He sits on the bed with her pushing a tray of food towards her. It's his cooking, she can tell. He made this for her back at the academy whenever she failed a test. "I thought we talked about not sharing."

She stares blankly at the food.

"What's wrong May?" God, he didn't even know.

"Nothing." Her voice croaks, speaking for the first time since she woke. "I'm fine."

"Melinda you attacked two agents, one of them being the director. I'm pretty sure that doesn't constitute as fine." Phil sighs.

"I have it handled."

"Obviously." Phil scoffs. "Melinda would you please look at me?" He pleads, the tone in his voice is heartbreaking.

"No." She answers coldly.

"I thought you were my friend. I trust you with everything and you can't do so much as look me in the eye. Melinda I want to help but you're so keen on locking everyone out of your life." Phil nearly shouts reaching for her arm.

"I can't!" She shouts back wrenching her arm away only to be stopped by the handcuffs. "If I look at you I'll hurt you too."

She sees his hand tense before relaxing. She can almost feel his pity radiating off of him. "The warehouse…"

"Whatever happened to those men…"

"... Is happening to you." Phil finishes for her. "Melinda I didn't know."

"I was training the cadets on attacks from behind. I flipped Piper over my shoulders and she stuck her arms out… I couldn't stop myself. I wasn't even there almost. Next thing I knew two of the cadets were pulling me off of her and she was screaming Phil. The entire time she was screaming…"

"Melinda I-"

"I dismissed the class. I tried to get away as fast as possible. I didn't see the director until it was too late. I flipped him and I ran."

"... And then Jemma shot you."

"It was Jemma?" She sighs rubbing her eyes furiously. "I didn't even see. I just ran."

"Melinda we'll find a way." Phil says scooting closer to her. She scoots farther away, her back now pressed against the wall.

"Phil, remember what you said to me after the mission with the painting?"

"Melinda no."

"I want you to."

"Melinda I am not shooting you. That's out of the question." His body is tense. She can see it in his arms. God she wants to look at him.

"You don't have a choice."

"Of course I do! Simmons and Radcliffe are already working on a way to fix this. We can fix this." He assures, his hand reaching towards hers.

"You don't understand Phil."

"Like hell I don't understand!" He snaps.

"It's Director's orders!" She shouts, desperately trying to pull her fingers away. He freezes. "I'm to be released from this cell, put under surveillance. But if I attack another agent, the orders are to shoot to kill."

"You won't."

"I thought I wouldn't before. It's been a week since that mission. A week of not looking at people but in the moment I forgot and I attacked Piper. What if that were on a mission Phil? What if I was armed and I shot somebody? We both know my shots don't miss."

"Melinda…"

"I feel like I'm losing my mind. Everywhere I look I see… horrible things. Part of me knows it's you. But the other part of me is screaming to protect myself, to run."

"Lin…"

"I'm scared Phil." Her voice cracks then. Tears slide down her cheeks. She hates being afraid dammit, but even now her fingers tremble. She can't control it anymore as a sob rips through her throat. She wants to look at him. She wants to see his kind eyes, he helps her through this and now she can't even bare to look at him. Phil pulls her closer, she fights trying to get away. "Phil no!" She can't bare to hurt him. His arms are on her elbows in an attempt to pull her closer. If she hurts him she couldn't live with herself. Yet here she is hurting him now. A pitiful sob rips from her throat as she collapses against his chest. His arms wrap around her as they had in Bahrain. This time there was no smell of dirt and sweat and gunpowder. Just him. He presses a soft kiss to her hair as she cries.