I'm sick, so one of my favorite characters is sick. Simple, right? Enjoy and please leave a review!

I don't own Agents of S.H.I.E.L.D. I'm just playing in their sandbox.

It had been a very long week and for the first time in a while, the plane was completely quiet. Coulson was still up by 6:30, but he decided to let the rest of the team sleep in. Skye's bedroom door was half open and he could see the hacker curled up on her bunk, most of her body covered by her blanket. Coulson smiled and slid her door shut. It might be early, but he knew of at least one person who would be awake.

He was a little surprised to not find May in her usual spot practicing Tai Chi, but he knew her well enough to know that she wasn't asleep. And there was only one other place she would be. Coulson walked into the cockpit and rested his arms on the back of her chair.

"No Tai Chi this morning?" he asked.

"Didn't feel like it," May replied tersely. There was something different about her voice, but Coulson couldn't put his finger on what it was.

"We don't have anything to do right now. You could take a break if you wanted to."

"I'm fine."

"Mind if I keep you company then?" Coulson asked as he slid into the seat next to her. "It's awfully quiet with everyone still asleep." May gave a brief nod of consent and turned to look at the control panel to her left, but she wasn't quick enough. "Why are you wearing your sunglasses? It's not that bright out."

"Habit," she said with a shrug. She looked straight again and Coulson noticed the hint of red around her nose that she had obviously tried to cover up. She felt his eyes burning on her. "What are you staring at?" Her voice was nasal and rough. The realization hit Coulson like a ton of bricks.

"Look at me," he said. May reluctantly turned her head and Coulson pulled her sunglasses off. Her dark eyes were rimmed with red and there were bags under them. "You're sick."

"I'm fine," she snapped, turning back to the controls.

"Maybe you should…"

"I'm not sick."

"May-"

"I don't get sick."

"You could just turn on the autopilot for a while and-"

"No."

"Melinda." Coulson's voice softened as he said her name. She looked at him in surprise. "I just think if you're not feeling well, you should lay down for a while. You can turn the autopilot on and get some rest. The world isn't going to end because you're not flying the plane for a day."

May considered the options. If she was being completely honest with herself, she did feel terrible. It took every ounce of self control she had to keep from collapsing. There was a tickle in her already sore throat that seemed determined to drive her mad and she felt the urge to sneeze building in her sinuses. But there was no way she was going to give into Coulson that easy.

He watched her think for a moment and stood up. "You think about it. I'm going to go heat up some soup."

Soup sounded really nice. May waited until Coulson was gone before hitting the autopilot button and following. Coulson grinned to himself as he heard her footsteps leaving the cockpit. After all these years, he still knew exactly how to get through to her.

"Coulson?" Skye came up behind him just as he was pouring some chicken noodle soup into a bowl. "Do you know where May is? She was going to teach me some kung fu today, but I can't find her anywhere."

"You'll have to postpone your lesson. May's sick."

"What? Seriously?"

"Yes." Coulson grabbed a spoon and began to walk away when the tea kettle started whistling on the stove. "In fact, would you mind taking this to her? I have to make some tea."

"Um, sure. I guess so." Skye took the warm bowl from Coulson and made her way slowly to May's door. She pushed it open and her jaw dropped in shock. Melinda May, the cavalry, the epitome of calm and in control, was lying on her bunk looking like death. Her face was pale, her sharp eyes glazed with fever. There was a pile of crumpled tissues on the floor next to her. "May?" Skye asked quietly.

May slowly pushed herself up on her elbow with a quiet groan. As soon as she had given in and decided to rest, this flu or whatever it was had caught up with her fast. "What are you doing here?" she asked when she noticed Skye in the doorway. "Where's Coulson?"

"He's making some tea. He asked me to bring this to you." She held out the bowl of soup and May took it.

"Thank you."

"No problem." Skye stood awkwardly in the doorway for a moment before Coulson came up behind her.

"Thank you, Skye. Would you go check on Fitzsimmons? I think I heard some banging down there earlier."

"Kay." Skye snuck one last glance at May before running down to the lab.

"Feeling any better?" Coulson asked.

May swallowed a spoonful of soup. "No."

"I made you some tea." He set it on her bedside table. "You want anything else?"

"No, I'm…" she trailed off as her stomach started turning. Coulson didn't miss the subtle change in her expression. He grabbed the trash can from the corner and handed it to her just as she became reacquainted with her breakfast. He held her hair back from her face and used the other hand to rub small circles on her back. When she was finished, he headed to the bathroom to grab a washcloth and a glass of water. "Thank you," she said around a cough.

"You're welcome." He held the water out to her while she sipped. "Do you want anything else?"

"No. I'm fine."

"That's a poor word choice." May stifled a sneeze and fell back against the pillows, but managed to shoot an icy glare in Coulson's direction. His lips twitched with the hint of a smile. "I'll go check and see if we have any medicine. Try and get some sleep." He took the trash can with him. Not ten minutes later, he reentered the room with a few boxes and bottles in his hands, but May was gone. He set the medications down and walked into the bathroom where he found her asleep on the tiles.

"Guys, I'm serious," Skye insisted. "I think she's dying."

"Who's dying?" Ward asked as he walked into the lab. Skye and Fitzsimmons were leaning against the counter glancing worriedly at each other.

"May. Coulson says she's sick, but there's no way she of all people could look that sick and still survive. In fact, I didn't even think she of all people could get sick in the first place."

"There is no way May's dying," Ward said.

"You didn't see her. She looks awful."

"I'm sure it's just a cold or something."

"Fine. Go see for yourself then," Skye said. "She looks like death."

"Fine," Ward snapped. He stalked out of the lab grumbling something about working with children. The trio watched him leave and then Fitz turned to Skye with wide eyes.

Fitz's eyes were wide. "Is she really going to die?"

Ward rounded the corner, scowl still frozen on his face when he heard Coulson's voice saying, "I'll get you settled back in bed and then make the arrangements. Will you be okay until I get back?"

"Of course," came May's reply. Her voice sounded raspy.

Ward waited until he heard May's door slide shut before turning back toward the lab. Arrangements? A voice that sounded weak and tired as opposed to strong and alert? May in bed at noon? Something was definitely wrong.

Inside May's room, Coulson helped the sick agent back into bed and pulled the blanket back up over her. "This reminds me of that time we spent New Year's in Moscow."

"You and I remember Moscow very differently." May was on the verge of sleep if her voice was any indicator.

"Well, I remember we got the files, but those heels you were wearing were not at all suited for icy streets. You spent New Year's Eve trying to convince me that your ankle was fine. You couldn't put any pressure on it and yet you were still trying to use it."

"Mmhm."

"You always were stubborn."

"Mmhm."

"I'm surprised you came to bed without a fight."

He didn't get a response.

"May?"

Nothing.

He brushed her hair back from her face. It was strange. When she was awake, she gave off that aura of being able to take down a missile with her pinkie, but when she fell asleep, she still looked exactly like the young joker that Coulson remembered from before the Incident. "I miss her," he said quietly before straightening up. May never slept long on a normal day and he had a call to make before she woke up.

"I think Skye might actually be right on this one," Ward said. "I heard Coulson saying that he needed to 'make arrangements' and May didn't sound like herself at all."

"This is awful!" Simmons exclaimed. "What do we do?"

"I don't know if there's anything we can do," Skye said. "I mean, there has to be hope, right? Coulson would have told us about it if there wasn't any hope."

"Unless it's classified," Fitz said. He was met with three identical glares and he put up his hands in mock surrender. "Sorry. Just trying to be realistic."

"You know," Simmons started, perking up a little. "If there's a disease or a virus that's causing this, I might be able to reverse engineer a cure if I could get a blood sample."

"But by the time you get the cure, it might already be too late," Skye pointed out. "And we don't even know if it is a virus."

"Yes, but we have to try something," Simmons said. "May can't just die. We have to try to help her."

"Okay. I'll go up and see if I can't get a blood sample somehow," Skye said. "I won't be long."

Skye waited until Coulson's office door closed before she grabbed her laptop and walked towards May's room. She knocked softly on the door.

"What?"

Skye pushed the door open and stepped inside. "Hey. I know you're…not feeling well, so I thought maybe you'd like to watch a movie?"

May fixed the hacker with a glare that could send grown men running. The effect was ruined when she sneezed. "No thanks."

"You sure? Mulan always made me feel better when I was a kid."

May looked like she might reconsider when she felt her stomach twist again. She swallowed back the nausea, unwilling to show any more weakness in front of Skye than she had to. "Not now, Skye." The young hacker watched an expression of pain flit across the older woman's face. "I'd like to be alone."

Skye nodded and feigned a stumble. She wasn't going to leave with nothing. She pinched a crumpled tissue from the floor and stood up to head back down to the lab.

"Can you use this?" Skye asked, tossing the tissue onto the lab counter.

"Ew, what the hell is that?" Fitz asked, backing away from the table.

"The best I could do. I couldn't get a blood sample, so I grabbed the next best thing. Can you use it or not?"

"Well…" Simmons started.

"Good well or bad well?"

"Well, I can run it, but I doubt it will be as useful as a blood sample. If we really want to save May, I need something that will give me more exact results."

"I'll go get it," Ward offered.

"Really?" Skye asked, crossing her arms. "Really. I couldn't get in with Mulan and you think you're just going to waltz in there and take her blood?"

"More or less." Ward said with a wink.

"He's not going to make it," Skye said as soon as the door slid shut behind him.

"For May's sake, we should hope he does," Simmons said. She grabbed the tissue and turned to Fitz. "Get the equipment ready. We need to run this."

Ward found May settling back into her bed. "Here," he said. "Let me help." He lifted the blankets up until she was comfortable and then let them flutter back down over the pilot's form.

She gave a nod of thanks before realizing that he wasn't leaving. "Do you need something?"

"No, I just thought I'd come see how you were doing."

May's eyes narrowed suspiciously.

"I actually did want to ask you a question." He stepped forward, reached into his pocket and pulled out Skye's hula girl doll. It was the only thing heavy enough that he could think of in the spur of the moment. "Do you think that something like this could-Whoa!" He faked a stumble and let the doll fall out of his hands. Bingo! He thought as it hit May squarely on the nose.

"Ah!" She rolled towards the wall, her hands instantly going up to her nose.

"I'm sorry, Agent May," Ward said quickly, grabbing the doll and noting the smear of blood on its head. "It just slipped out of my hands and I-"

"Ward, just…I'm going to get some sleep."

"Of course. Sorry." He slid her door shut behind him and carried the doll back down to the lab.

"Got it," Ward said with a smug smile, tossing the doll to Fitz. "I almost broke May's nose in the process, but it'll be worth it if you get something from it."

"How did you…my doll?!" Skye cried as she noticed the object.

"Relax," Simmons said. "I'll wash it as soon as I'm done testing the blood. It'll be good as new in no time."

"And with any luck, so will May," Ward said.

The next morning, Coulson was up early again. He had checked on May after finishing up his call the night before, but she was still asleep. There was a spot of what looked like dried blood under her nose, but he didn't worry too much about it. This morning, he went back to check on her and found her starting to get dressed.

"You look better."

"I think I slept most it off last night."

"That's good."

"Mmhm."

"I finished with the arrangements," he said.

"That's good." She sniffled quietly.

"Are you sure you should be up and around yet?"

She glared at him.

"Okay. The others aren't in their bunks. I'm going to go see if I can find them." He started to walk away and then turned back to her. "Want to come?" She followed him out.

Skye, Ward, and Fitzsimmons were all standing around the lab counter in much the same way they had been since Ward had gotten the blood sample yesterday afternoon. Simmons had her eye glued to her microscope, trying to see any microscopic thing that she might have missed.

"I've been testing it all night and I'm still not finding anything abnormal in the blood," Simmons said. "I give up."

"So that's it then," Skye said, visibly deflating. "May's going to die."

"I'm going to what?"

The voice made all four agents turn quickly to see Coulson and May standing in the doorway. The former had her hands on her hips and one eyebrow raised.

"May! You're alive?" Skye cried.

"Of course I'm alive. What's going on here?"

"Well, you see…" Simmons started.

"We heard Skye telling us you looked like you were dying," Fitz continued.

"And then Ward overheard Coulson saying he had to 'make arrangements' and…" Skye trailed off, feeling what had seemed like rock-solid evidence last night crumbling with every word.

"We assumed the worst," Ward finished.

There was a long pause.

"So we stayed up all night for nothing then?" Fitz asked finally.

"It would appear so," Coulson said.

"Wait. What were the 'arrangements' you were talking about yesterday then?" Skye demanded.

"I was just making arrangements for us to land in England for a few days. There are two sets of parents there who are dying to see their children. Besides, you've all been working hard. I thought it would be nice to have some real time off."

"Oh."

"So, May, you really were just sick?" Simmons asked sheepishly.

"Yes."

"How did you recover so quickly?"

"I have a strong immune system."

Simmons nodded and flicked off the microscope. There was another long moment of silence before she broke it with a quiet sneeze. Fitz coughed into his elbow. Skye looked paler than normal and Ward had turned a faint shade of green.

Coulson took in their appearances. "To bed, all of you."

The four young agents trooped slowly past their superiors, matching downcast looks on their faces. Once they were gone, May turned to Coulson, a stony look on her face.

"Okay, maybe we could have just told them you were sick sooner."

May blinked.

"They were curious. And if you really had been dying, they probably would have saved your life."

Her nostrils flared.

"I know. I'll be on caretaker duty for now."

Her face was unreadable.

"For the record, you were more fun in Moscow."

He started to walk past her. A smile tugged at the edges of her lips.

"And don't think you can get off that easy," he called. "No matter what you might think, you're still not 100 percent. I want you back in bed. I'll bring some food up in a little while.

She couldn't help the smile that spread across her lips, but she quickly schooled her features again. Bed did sound rather appealing. Agent Melinda May didn't get sick often. Or really ever. But contrary to whatever Coulson might think, when she did, it might as well be the end of the world.