A/N: Like most people, I loved the Framework storyline in season 4. Being a Philinda fan, I really liked how they handled the way the two of them would just fall back into a kind of rhythm, while at the same time acknowledging that they don't really know each other.

But now I'm also going to go ahead and change what happened there. This will be AU Framework (yes, an AU within an AU), May is desperate to figure out why she feels so strongly about this perfect stranger. The timing is a little off, but let's imagine for the sake of this story that they're in there at the SHIELD base for a couple more days before they escape.

Disclaimer: Marvel. Not me. They're the best.

Chapter 1

"Either shoot us, or help, but don't just stand there. Snap out of it, May!"

At the time, his words had shot through her brain like the crack of a whip, his eyes piercing right down to something essential within her and suddenly her new hazy wavering seemed to solidify in her chest. She didn't know this man, not at all. She faintly recognised him as that teacher who had reported the subversive, but … the way he had spoken to her, she had felt for a moment that she knew him, and not only that, but she felt a tremendous compulsion to follow him, follow his word.

And a huge war erupted inside her as this new solid something in her chest fought wildly against everything she was, everything she had become, every vow she had made. She was Hydra, Hydra was good, Hydra had saved the world from her deadly mistake, Hydra had given her a second chance to pay her penance, but … all of a sudden, it was all wrong. Everything was wrong. The so-called terrorist Patriot was saving a kid, a kid whose life was in danger because of something she, and Hydra, had just done.

And she was supposed to be on the same side as that teacher.

In a daze, she lowered her gun and reached out to help the kid – Thank you – and she wanted to tell him, she was so sorry, this was her fault. And next thing it became clear that the Patriot was sacrificing himself to save them. It was all so wrong, what the hell was she doing?

She lingered longest after everyone had left the room, her heart cracking under the weight of the inevitable death of the man she had come here to kill. Finally, she ran, clearing the building just in time. She looked around desperately, looking to catch up with … and then she remembered that she hadn't come here with them, with the teacher. He wasn't waiting for her.

For another few moments, she stood there as waves of dust from the collapsing building whipped around her, stuck in limbo as her brain seemed to be completing some sort of reset. She knew now, without a shadow of a doubt, that she was on the wrong side. Somehow, once again, in her attempt to do the right thing, she had only perpetuated evil.

She finally shook her head slightly, ridding herself of the image of the teacher, of the shocking familiarity of him. That made no sense. What did make sense was that she had just murdered an undeniably good man, and she had to make things right.

And so, with a new determination coursing through her veins, she went to rescue Skye.

x x x

How, how did she know him?

It kept hitting her, right from the moment he inexplicably stepped between her and Mack's gun, declaring some unfounded trust for her. In the moment, it had felt as natural as anything that he would be there to defend her, and then in the next moment she remembered that it was bordering on the absurd.

Other than a few shouted sentences in a collapsing building, one where she had essentially murdered the Patriot at that, he had never spoken to her. She had never said a word to him. She, a notorious Hydra agent, had just stumbled upon the resistance, and he was accepting her presence without question. Without even a glance in her direction. Yes, she had just rescued Skye, but from their perspective, they should be assuming that it was a trap. Mack was right to keep a gun on her.

The teacher was insane to trust her.

"Phil Coulson," he introduced himself politely, reaching out to shake her hand as they hurried after everyone else through a prohibition tunnel, away from pursuing Hydra agents.

"I know," she said automatically, actually rolling her eyes, and then she wondered why she had. "I mean, we were looking for you," she amended quickly, but he didn't seem fazed. "Melinda May."

"I know," he agreed with an odd smile and now she wondered what he knew that she didn't.

They continued for a few tense minutes before the group finally slowed its pace, satisfied now that they were no longer being tracked. She found herself automatically sticking to Coulson, and then, in an effort to justify this behaviour to herself, she said to him, "Thanks for … back there."

He looked at her, a little more seriously now.

"I don't know why you vouched for me, but -"

"I trust you."

She frowned slightly at his matter-of-fact tone. She felt a maddening need to shake him and tell him not to be so naïve, that he would get himself killed if he continued to be this stupid.

"Why?" she asked with more exasperation than the situation warranted.

He shrugged and suddenly broke eye contact.

"You saved Dai- I mean, Skye."

"It could be a trap," she warned him, all the while wondering why she was telling him this. "I could be trying to trick you into showing me your base."

"Well, then it's working very well," he said lightly, offering her a smile that, to her astonishment, she readily returned. She hadn't smiled in years.

x x x

It hit her again and again.

And it was more than just feeling as though he reminded her of something. It was her own behaviour towards him that took her by surprise so much. She found herself sticking to his side much of the time because it felt unthinkable to be anywhere else, and she kept looking at him to catch his eye as though it was the most natural thing in the world. What was more disconcerting was that he was doing the same thing and so it was that they kept exchanging glances, glances that were filled with unspoken communication.

It made no sense, none. God, she had been on speaking terms with this man for mere hours.

And when they were at the news station, she found herself reaching to adjust his tie. She couldn't understand the impulse, an action so uncharacteristically intimate, and even more confusing was the wave of tenderness that washed through her chest as she did so. So familiar, her fingers on the knot, looking up at his mild expression, his soft blue eyes. Deja vu, he told her with a smile, and then she was smiling back at him again.

How did she know him?

x x x

An alternate reality? Seriously?

It was insanity, a psychotic claim. She didn't know why she didn't immediately request that someone lock him up, or at the very least be made aware that he was delusional. She didn't know why she kept talking to him, kept following his instructions, kept at his side. He was crazy, out of his mind.

She carefully ignored the small voice inside her that reminded her that she had been looking for an answer to why she knew him, and he had just given her one. She ignored the voice as it reminded her that he was right, that this world felt wrong and she had known that since the first moment she had looked at him.

No. She wanted, she needed, proof.

Not that she would get proof.

Because, you know, he was clearly a nut-case.

Clearly.

What that said about her, the person who continued to feel more comfortable around this complete stranger than she had around anyone else in her life, she didn't want to know.

x x x

Her heart felt as though it was breaking, as though she was losing him, as he stared at her, his usually twinkling eyes heavy with hurt and betrayal. What was needed, May?

She jerked awake, an ache in her chest. She took a shaky breath and sat up, as the vivid image of his face gently melted away to reveal the dark room in the resistance base. She had no idea what she had been dreaming, but the sound of his voice, the look in his eyes, felt hyperreal.

Restless and confused, she got up from her mattress and carefully navigated her way around the sleeping forms of Skye and a few others until she was out in the long hallway. She hesitated, then. She just felt an intense need to speak to him, to ask him … Well, what could it hurt?

Her feet took her automatically up to the Director's office, where she was unsurprised to find him wide awake and perched against the desk, lost in thought. He perked up at the sight of her. He seemed far less perturbed than she was by their fast, illogical camaraderie.

"Hey, I thought you'd be sleeping."

She didn't have room for pleasantries. Her head was still full of her dream, full of questions. She walked right up to him and studied those impossibly familiar features.

"How do I know you?" she whispered, desperate.

x x x

tbc