I've been wanting to write something like this since the sixth episode, though i hadn't had the time too. Now, since I'm on spring break, I figured I could get it done. Please let me know if you want another chapter, I have one in mind.

She was beautiful.

That was the first thing he thought when he saw when standing at the bar, at least, that she was freaking gorgeous. He and his team were at some SHIELD gala, that was being held for some reason or another. He was just to focused on Melinda May to recall what that reason was. He read the folder, of course, but he was having trouble remembering what his own name was, let alone the reason for a gala.

Dark red lipstick, a wispy bun and a long and shimmering champagne colored gown was all it took for Phil Coulson to have it fight with himself to keep his emotions in check. It was a nice break from seeing her in a jumpsuit all the time, the dress was. Not that she didn't look good then, but there was something about her elegant dress that seemed to cling to her in all the right places that was more...enchanting, than her leather jumpsuit.

What he didn't like, however, about this picture was that she was talking to Ward. He didn't know if they had ended their 'friends with benefits' relationship, but he didn't like it from the beginning, and he certainly doesn't like it now. Not to mention the fact that it was completely against protocol, he didn't like to think of another man touching Melinda.

He didn't like it at all.

He's so caught up in his own thoughts about Ward and her, that he doesn't even notice that she walks over to him until she sits down and says "Here," and holds out a glass of scotch, "It looks like you need this."

He smiles and takes a sip, "Thanks."

"Welcome."

"Ya know," he says, sitting the glass down, "I'm surprised you even came to this thing. You hate dressing up."

She shrugged, "I haven't been to one of these since '99."

"You hated it then."

"And I hate it now."

He frowns, "You can go back to your room. No one is stopping you."

Again, she shrugs, "It has good liquor."

He notices the martini she's been drinking and smiles, "Skye drank most of the good stuff we had. Speaking of which, where is she?"

Melinda tilts her glass towards one of the nearby tables, where some level 3 agents is trying (and failing) to flirt with the Hacker.

"And I think FitzSimmons is off talking to some of the higher level scientist about god knows what ground breaking invention or study." She says.

"I see."

For a while they sit in a comfortable silence. Every once in a while one would make a comment about some of the younger agents, but nothing too conversation worthy.

And then the slow song came on.

"No." Melinda says the moment the music reaches her ears.

Phil raised an eyebrow, "I didn't even ask you anything."

"I know you Phil," She says, "You're gonna ask me to dance, and complement my dress or something, and then we're going to have to tell the team that there's nothing like that between us after they see us dancing, which will put more stress on you than there already is, and I'll just become frustrated at the entire thing. And you know that is how the situation would happen."

She was a top spy for a reason.

"Whatever you say May."

She smirked and took another sip of her drink.

And so they didn't dance, they sat there, neither talking, both just drinking and thinking. Melinda wasn't a talker. She's probably done more talking tonight then she has all week, so he didn't push her to hold a conversation.

When he saw Ward dancing with Skye to the second slow song of the night, he didn't know whether to be angry or relieved. If he had a thing with Skye, than his and May's would have ended. There was no way she would let that carry on if he had feelings for Skye. On the other hand, if he does have feelings for Skye, he should know better than to act on them, even if it was just a dance and some harmless flirting. It could be dangerous in the field if it turned into something, and Skye had already been shot once.

At the same time, he wanted to be with Melinda, and it would be a bit hypocritical for him to get mad at Ward, then turn around and do the same thing. Then again, he shouldn't have slept with Melinda.

He noticed that when the slow song ended, FitzSimmons had joined the pair on the dance floor. He couldn't help but smile at the four of them, remembering what his first gala with his team was like.

He glanced at Melinda, who was watching the room. He didn't know when exactly it happened, but he started to feel something for her. Maybe not love, not yet anyway, but something that went deeper than friendship. He didn't trust anyone more than he trusted her, and he knew she felt the same.

He wants to be there for her, like she was for him when he found out how he came back to life. He wants to be there for her nightmares and her flashbacks from Bahrain. He wants to comfort her through her demons, because he was there for most of them. He wanted to help her through her problems. hell, he just wanted her.

By the time the third slow song rolled around, he had enough scotch in his system to listen to his heart and not his brain.

"Can I have this dance?" He asks, looking at Melinda.

She looks shocked, "I told you no once already."

"I know."

He was actually shocked when she put her glass on the table and placed her smaller hand in his own, "Fine." she says, slightly irritated, 'but only one."

When they first step onto the floor, they keep a friendly distance away from each other. His hands on her hips, hers on his shoulders. It was a friend dance.

That is, until someone had to brush by them, causing Melinda to step forward, and practically into him. What surprised him, was when she didn't step back. Instead she kept the small distance between them. He of course wrapped his arms around her waist and held her more securely.

It was when her head fell to his shoulder that he felt the world around them melt away.

"Melinda." He whispers.

"Hmm?"

He swallows the lump in his throat, "You should know that..." he started to fumble over his own words, "Okay, so I..." he tried again, but couldn't get it out.

"I-"

He didn't get it out this time either, but it wasn't because he couldn't think of the words. It was because her lips were on his.

"I know," she says, pulling away, "Me to."

Then the song ended, and they broke apart.

"We have hotel rooms here," he says, "Do you wanna..?"

She doesn't say anything, but takes his hand in her own and starts to walk towards the doors.