Phil was kissing her. She was kissing him back. All the feelings pent up in the past, every little urge to just even touch each other, each subtle glance that hid deeper messages wanting to be said - all of it came rushing back with a flick of a switch. So many years of resisting it, holding everything back, pushing every thought of perfectly reachable happiness away. The universe knew that after everything, they deserved this. She always thought she didn't.

He runs his hand, his real one, through her hair as he deepens the kiss. She suppresses a moan. His other hand holds her in place, snaking around her waist. Her thoughts are a mess and she feels torn at the inability of not letting him know. But Radcliffe was right. This was what she wanted. She wanted Phil. But not like this. She had a plan.

Radcliffe programmed her to not want to tell anyone. She'll show it then.

Phil takes off her leather jacket. "Are you sure?"

"Please."

He kisses her again, assuring her that he wants this as bad as she does. She runs her hands along his chest and around his neck, pulling him closer to her. Her name echoes in her ear as he shifts himself lower to her neck. Along with it were words like beautiful, finally, and I love you. She resists the urge to push him away. For him to know, he had to see. Even if she knows he might run away. Or worse, look at her with scorn and disgust.

She takes off her top. Phil stops what he's doing and takes a step back. She feels hurt wash over her, but it dissipates when she realizes that he was all but taking the sight of her in. How could she not fall in love when he looks at her like that? But she's beginning to hate herself again. How could she, knowing what she was, let Phil have this moment, only to take it away from him? She feels like she's stealing something sacred. This is supposed to happen between them. If she could do this any other way, she would. But right now this is the best possible way for him to know.

He steps toward her and tucks strands of stray hair behind her ear. He cradles her face in his hands, and she fights the struggle to break down. Everything was already so complicated between them from the start. She didn't know it could grow even more complicated.

She kisses him this time, aggressive and needy. Phil reciprocates the intensity, his hands finding every bit of exposed skin. He leaves little ghost marks along her arm and she instantly regrets not being the "real" May. This wasn't as pleasurable and exhilarating as she remembers. She was expecting an entire fireworks show in her body when this finally happened. When his hand reaches her back, she flinches.

"Are you okay?"

She doesn't answer.

Feeling something wet on his fingers, he turns her around. "You're bleeding."

Here it comes.

"Phil," she's beginning to plead now.

"Melinda, what..." Phil's hand stiffens on her skin, and she could feel it. She could also feel the realization dawning on him. The briefing about Fitz's investigation, his discovery that Radcliffe had his own LMD. Of course it was perfectly possible for another one to infiltrate the base. How could he have not realized it sooner? Why, of all people, did it have to be her?

All it took was Radcliffe realizing how much they meant to each other. He knew that Phil would never stop the development of his relationship with May. Not when he's been denying himself what he'd been longing for for so long. Now though, he knows that it's all part of a hidden agenda.

In an instant he points a gun at her. "Where is she?" The scowl on his face is sharp, threatening, and heartbreaking all at once.

"Phil," what does she even say?

"I'm not going to ask again. WHERE. IS. SHE?"

"I don't know!" she's frustrated. She's frustrated and powerless and defeated.

"Why are you here?" the softness in his voice, all the love and adoration was gone now. All there is is anger and disappointment and disgust.

"Phil, please believe me. I don't know."

"Make me."

Silence.

"Just kill me," she's looking at him but not really. Her face is blank and she's staring off into the space behind him. It destroys her that she can't do anything about this. She doesn't want to harm anyone. Maybe she's programmed to. She wants to stop it before it happens.

"No," Phil's mouth settles into a thin line. How could she ask him to do that? Even if she isn't May, she felt like her. At least he thought she did.

"Please," she walks toward him and he raises his gun at her.

"Stay. There." he calls for FitzSimmons and Daisy to follow them into his room. FitzSimmons to decide what's best for her, and Daisy for when things get out of hand. She closes her eyes and listens to music on her phone just in case Radcliffe decides to tune in. Phil is across from her in the room, watching her, gun in hand.

When the kids arrive, FitzSimmons device a plan to find a way to override Radcliffe's programming. After an hour or so, they return with a solution. They decide to work in Coulson's room, since if they let her move, her tracker would signal Radcliffe that she's been sent to the lab. For all he knows she's just taking a nap.

She let FitzSimmons work on her, trusting them, without speaking or opening her eyes. Everyone is as quiet as possible, and Phil watches them, partly succeeding at hiding his worry. Daisy sits beside him, offering words of comfort in hushed tones, asking little questions.

When Fitz finishes reprogramming her, she doesn't feel much different at all. She just knows that she has the assurance of not being able to hurt anyone. She still feels the same, but now, she doesn't have to worry about going on a mission she doesn't even explicitly know about. She still feels the same. She still wants to be with Phil.

"I'll help you find her," she offers. "And later, you can turn me off and be with her."

"Can I ask you something?" Phil rarely sounds unsure, but right now, he does. "How much of it was real?"

"It was real for me," is all she says.

Phil isn't really sure how to feel right now. How could anyone? All he knows is that he's more determined to find Melinda. And if the LMD's feelings are as close to the real one, he won't regret that awkward conversation he and Daisy just had about a topless Melinda May in his room. He'll just try to forget it and focus more on getting May back.