She walked through the corridor toward her room and noticed the light on through the opaque glass door of Coulson's office. It was 2 AM. What the hell was he doing awake at this hour? She had to admit she was worried about him. Her caring about him seemed to be the one emotion she couldn't run away from right now. She looked over at the door… and was it open? Melinda walked to the door and opened it, looking into the room without walking inside. Coulson was asleep with his hands propping his head up. She heard his gentle breathing and it calmed the worry inside herself. She closed her eyes for a moment and just listened. He was alive and he was here.

Melinda stepped into the room and looked at him. She noticed his unbuttoned shirt and his chest hair beneath. It made her heart rate quicken. She frowned at herself with her reaction. Caring about Coulson was one thing, having a physical reaction was entirely different. "Enough." May muttered to herself as she stepped into the room. Coulson had been through hell. He didn't even have a clue as to the reality of what he actually had been through. The least she could do was make sure he got a good night's sleep. She walked to him and gently put her hand on his shoulder. "Coulson." She gently ran her hand down his arm to his elbow. "Coulson."

Phil opened his eyes and looked up at Melinda. The first thing he noticed was that the zipper of her jumpsuit was down to the point he could see cleavage. He blinked and lifted his head up. "May…" He shrugged his shoulders to gain his composure. "What's going on?"

May shook her head. "You fell asleep at your desk. We have a long day tomorrow. You should probably get to bed."

He looked over at the clock on the wall and saw the time. "What are you doing awake?"

"Ward was late. He just took over for me." Melinda took a step back from his desk in anticipation of turning around and leaving the room. What Coulson said made her stay.

"Ward." Coulson's voice sounded disappointed. He looked up at her and into her eyes. "You know, sometimes I wonder what Ward has that I don't."

May touched the door frame and turned around. "Coulson…"

"I know he's got 6 pack abs and god-like arms but…" His voice trailed off as he looked back down at his desk.

"He's no Thor." Melinda walked toward the desk. "He's not even my type, he's just… there." May's expression turned vacant. She thought for a moment and looked back down. "We can't ever let our emotions affect our tactical decisions. I know that, you know that, he knows that. But he lets his emotions run him, and that makes him a liability."

"I've known you a long time, May. There's a lot beneath that cool exterior. It's not a crime for it to come out sometime." Coulson began to stand up. "I should get to bed. You probably should too."

Melinda was silent as she watched him walk around his desk and by her. "Wait." Coulson's head turned back to her. "When I heard of your death, I was devastated. It was as if someone had cut my heart in two as well. Finding out you were alive was a miracle. We live precarious lives. I couldn't bear to see you die again. I care too much to see that happen. I have to put you out of my mind and do my best to protect you."

"May, I can't get you out of my mind." Coulson closed his eyes as he spoke, his mind again bouncing between memories and reality and wondered if he was actually saying what was coming from his lips.

"Enough." May walked toward him and gently put her hands on his arms. Her first instinct was to shut down her feelings but her inhibitions were lowered due to exhaustion. "Go." May pursed her lips as she gently pushed him into the hallway.

"I know, I know. I need to get to sleep." Coulson muttered. He started walking past her room door toward his own.

Before he knew it she had pushed him into her room and had unzipped her jumpsuit down to her waist. His eyes widened. Even her bra was black… and sexy.

"I asked you once before. Take off your shirt." May spoke almost sternly but a smirk came to her lips. She began to unbutton it. She stopped half way down and ran her fingers along the scar.

Coulson tilted his head. "I knew it. Melinda May does act on her feelings sometimes." He slid the shirt from his waist band and over his shoulders. It fell to the floor. She walked behind him and ran her fingers along the larger scar on the back.

"Everything you've been through, you deserve some comfort. Don't you think?" She slid herself around to his front, her hands not leaving his torso. "I think you do." She unzipped his pants as they fell to the floor. He expected he would feel vulnerable but he didn't. He reached out his hands to touch her torso, and gently pull her into him, but she put her palm on his chest.

"Lie down. Face down." May spoke almost sternly as Coulson turned his gaze to May's bare skin on her abdomen and the swell of her chest. He was instead obedient and lay face down on her bed.

"Yes, ma'am." Coulson muttered into the pillow. He took a deep breath of May's pillow and it smelled like her. It was almost intoxicating and he took several breaths as he heard what sounded like May's jumpsuit hitting the floor. He looked down, there it was. What was she wearing? He turned his head the other way to look up at her but suddenly her hands were on his shoulders rubbing what felt like massage oil. "Melinda…" he said softly. He wanted to ask her what he was doing, but then he realized he didn't care.