A/N: I didn't think this was going to have a second chapter. I felt like exploring some of Coulson's memories and how he would first approach May. Also, I would like to thank everyone for the reviews. Without them I don't think I would have posted this chapter. Thank you.

Chapter 2

Coulson sat on the front steps of the apartment complex. He looked at his watch. It was 11:53pm on a Tuesday night. The streets were quiet. It was a bit cold as well. He would have brought a heavier jacket if he knew he was going to sit outside and drive himself crazy.

Coulson looked up and down the street. It was a nice street he thought. Safe, well lit, and not SHIELD housing. He noticed a playground at the end of the street. Coulson wondered if there were a lot of kids in the neighborhood. He also wondered what kind of dog he heard barking in one of the apartments.

But most of all, Coulson wondered if he would ever stop being such a coward and go inside the apartment building he had been stalking for the last week.

But what was he supposed to do? Knock on the door and say 'Hey, I'm back from the dead. Coffee?'

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Coulson couldn't help but stare at the woman and her sparring partner. He recognized her as Melinda May right away. Her sparring partner was a well-known retired field agent. He was easily twice her size but she held her own. She moved with grace and ease. It was like watching a dance. As good as she was it didn't take long for her SO to knock her to the ground. Coulson smiled as she got up right away.

"That girl is so weird. I don't think she can talk." One of Coulson's classmates said as he came up next to Coulson.

Coulson raised an eyebrow. "Maybe she is too busy kicking ass to talk to you."

"Whatever" the guy said and walked away.

When Coulson made it to the lunchroom later he noticed her right away sitting alone. There were plenty of empty tables and he saw a few of his buddies at one on the other side of the room.

"Do you mind if I sit here?" Coulson asked.

She was caught off guard, but responded, "Uh, sure."

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She let him in, once, way back when, but that was when they were young, naïve, unburdened by the hell they experienced as they became legends within SHIELD.

Coulson died and now here he was on her front stoop.

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"So we are partners." May smiled. "You better not mess this up, Coulson."

"I better not mess this up?" Coulson sized May up. "You better not mess up our first mission."

"Please" May laughed "I could do this with my hands tied behind my back."

"You probably could." Coulson said as he began going over the file in his hand. "You should probably read this over though, just in case."

"Just in case something goes wrong?"

"It could happen."

"It could." May said. "But I will have you."

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"You okay?" May asked.

"I don't want to talk about it."

"I know." May sat on the bench next to Coulson. She looked at the park across the way that he was staring at. She rested her hand on his knee. Eventually, he rested his hand on top of hers.

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"You know, as Level 7 agents, we probably shouldn't be doing this."

"Come on, Mel." Coulson downed his drink. "Live a little!"

"I can't believe you are saying that." May laughed. "Who are you and what have you done with Phil Coulson."

"He decided to take a vacation a few drinks ago." He grabbed her hand and pulled her towards the beach. "Come on. Trust me."

May let him drag her. "Always."

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"Do you ever think about leaving SHIELD?" Coulson asked out of nowhere.

May looked up from her paperwork. "Quite often actually."

"Why don't you?"

"Where else would I go? What else would I do?"

"Live a normal life?"

May studied him. "Is that what you want?"

"Sometimes."

May set her pen down. "I have no doubt that you would make a great husband and father. Whatever job you do you would for sure excel at it." May took a breath. "Here, you will probably not experience that. But here, with SHIELD, you will do great things. You will protect the world and probably save it more than once."

"Why do you have so much confidence in me? How often do I screw up?"

"Because everyone screws up. It's part of growing and becoming better." May walked around the desk and stood in front of him. "I am confident in you because even though you think you are a screw up, you prove yourself time and time again." May smiled. "You're my partner and I can't think of anyone else I want by my side."

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Coulson sat on her front stoop wringing his hands. He has stared down the worst of the worst. Hell, he died. Now he was here with sweaty hands afraid to talk to May like some teenage boy.

When May took her vacation after Bahrain Coulson understood her need to be alone. It was her way of processing. When she returned and started taking solo missions he understood that as well. She needed to work through something and eventually she would come to him. But as time went on, she stayed away. She actually avoided him. She never called, never checked in.

Coulson's worry slowly turned to anger. For all they had been through together, for all they had seen, she decided to end it without a word. There was no notice or explanation. He trusted her with his life. She was the one person he would lay his life down for. And she couldn't trust him with what happened. She didn't have the courage to tell him to his face that she was moving on.

Coulson had never felt so hurt, so angry, so betrayed.

But now, sitting outside her home at midnight, he feels like he understands. Something terrible happened in that building in Bahrain, something that destroyed one of SHIELD's strongest.

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"So have you talked to your wife lately?" Barton asked from across the table.

Coulson knew exactly who he was talking about. "No" he responded simply.

"Really?" Romanoff asked. "Weren't you just in New York?"

"Yes." Coulson didn't want to have this conversation.

"Didn't she just get back from her three month vacation?" Barton scoffed. "May needs to get off her ass and back to work."

"Shut up, Barton." Romanoff said. She looked sympathetically at Coulson. "He's right though. She needs-"

"Nobody knows what May needs." Coulson snapped." May doesn't know what she needs. But when she figures it out, she knows I'll be there for her." He finished quietly.

Barton leaned forward, looking genuinely concerned. "What happened in Bahrain?"

"I don't know."

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Coulson's anger at May eventually dissipated, but he still stayed away, waited for her to come to him. But then the Avengers Initiative came.

Coulson can't deny that he is different. He doesn't know how or why, but he knows that he has changed. He died and now he is back. He really doesn't want to talk about it, he wants to bury it and move on.

He finally understood wanting to escape something horrific. But at the same time, he needed someone who would be there for him. Who, if he wanted to talk, would listen and not judge.

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"Let's dance!" May exclaimed as she quickly jumped out of her seat at the bar. She pulled Coulson with her. "When was the last time we danced?"

"I think it was the last time you drank tequila." Coulson laughed. "I swear you can handle anything except tequila."

"Everyone has their weakness." May said as she stumbled a little onto the dance floor.

The partners had decided to reward themselves with a night out after a successful mission. Both Coulson and May were able to pull off most dances, but nobody would know that watching them. Coulson twirled May a few times and made sure she didn't trip over her own two feet.

"We should probably get going soon." Coulson said. "You have to pilot a plane in the morning."

May smiled. "I can pilot that plane in my sleep." She pulled herself closer to Coulson. "Just a few more minutes" she said quietly. "I like being here with you."

Coulson held her in his arms. "I like being here with you too." He looked into her eyes. "I like nights like this."

May looked up into his eyes as well, just realizing how close they really were. She still didn't pull back. "Me too."

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Coulson finally stood up and walked to the building door. He reached out to grab the handle, but instead of pulling the door open his hand fell. He couldn't do it. He lowered his head and turned to leave. When he lifted his head he jumped. Melinda May was standing at the bottom of the steps staring at him, breathing heavily. Possibly from seeing him or more likely from the run she was getting back from.

Coulson opened his mouth to say something, but nothing came out. May looked like she wanted to say something as well but couldn't. She slowly walked up the steps.

"Hi" she said when she was in front of him.

"Hi"

She slowly moved around him and opened the door. He followed her up to her apartment. They stood awkwardly in the entrance of her home.

"I, uh, should probably go shower." Coulson nodded and watched her walk down the hall.

When May returned she saw Coulson sitting on her couch with two cups of tea in front of him.

"I thought you might want some." He said almost nervously.

"Thank you." May moved around the coffee table to sit next to him on the couch. She took a sip of the tea. After a moment she said, "You died."

"Yes."

"And now you are here."

"Yes."

May turned her head to look at him. "Do you want to talk about it?"

"Not really." He leaned back and rubbed his face. "Not yet."

May nodded. She pulled her feet up on the couch and rested against Coulson. He pulled the blanket on the back of the couch over May and then put his arm around her.

"I'm glad you are here." She mumbled.

"Me too." He responded quietly.

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May hurried into her office building the next morning almost three hours late. She was at her cubicle when the office manager came up next to her.

"I'm sorry I'm so late."

The office manager, Mark Jackson, eyed her strangely. "Don't worry about it, Agent May." He said. It was the first time he called her Agent May. "Director Fury was in this morning and informed me you would be late. He left this for you." He handed her a file. "He also informed me that Maria Hill will be stopping by later and requests that you two have access to a conference room. Any idea why?"

"Probably something to do with this" she indicated the file in her hand.

"What is it?"

"Level 7" she almost snapped at her boss. She didn't mean to be so rude, but she had an idea about what was going on was not happy about it.

"You have work to do." He said curtly and walked away.

May sat down and stared at the file in her hands.

To: Agent Melinda May

Level 7: Classified

Urgent

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"Mark Jackson?" the man in the office lifted his head from his paperwork.

"Yes, how can I help you, Mr.…?" He stood up behind his desk.

"Agent Phil Coulson" he reached out to shake the office manager's hand. "It's nice to meet you, Mr. Jackson."

"What can I do for you, Agent Coulson?"

"I was wondering where Melinda May's desk is."

Mark Jackson sat down in his chair. "This has to do with that file Director Fury dropped off last week?" Coulson smiled pleasantly and nodded. "I need time to fill her position."

"Today will be her last day." Coulson said, still keeping a friendly face in place.

"She never informed me."

"Well, Agent May is unaware this is her last day." He smirked. "I probably should have informed her sooner, but she is needed elsewhere."

"Where is that?"

"That is classified." Mark Jackson let out a breath. "You know who she is, Mr. Jackson. Agent May is severely underutilized here in the offices. I do sincerely apologize for the short notice. I wish I could have given more." Coulson looked out at the cubicles. "Her desk, please?"

"Middle row, 3 down."

"Thank you for your time, Mr. Jackson. Have a great day."

Coulson watched as May stapled paper for a few seconds with a raised eyebrow. This was definitely not her.

"Agent May."

She stopped and raised her head. "No"

He smiled. "So you've been briefed."

END.