A/N: This fic takes place from S02E20 to sometime after May comes back in S03E06. It's just filling in the missing bits there on how they came to get their friendship back on track.

Disclaimer: Agents of SHIELD and all affiliated characters belong to Marvel, those brilliant bastards.

Chapter 3: Boundaries

She was so angry with him.

Honestly, he felt it was all rather on the hypocritical side. She had lied to him for Fury, after all.

But anyway, he thought that she of all people would understand. Things were different now. He was the Director of SHIELD and even though he was still finding his feet, nobody could possibly tell him that they didn't expect the title to come with its secrets. Least of all May.

But here she was, spouting shit at him that they both knew wasn't true.

Accusing him of caring about the truth of Bahrain, as though he cared in any capacity other than heart-wrenching concern for her.

Claiming that they owed each other nothing, as though they didn't owe each other everything.

The thing that really peeved him was that comment about boundaries.

Back then, our boundaries were clear. I was married to him and I worked with you. As though they had never been friends.

"Melinda -" he had said crossly at this, but she had cut him off. Honestly, she wasn't even giving him a chance to explain, to apologise. Did she think he liked keeping secrets from her? She was his right-hand woman, his partner, his ally. The one person he trusted above everybody else.

Did she think that none of that was true for him anymore? Seriously?

He bristled as she walked away, leaving a last stinging remark about the whole alien writing thing, about how she should have stopped him. Really hitting all the buttons there. She was a pro at pushing people away, after all.

He paced moodily around the empty hangar for a while. Some homecoming.

x x x

It didn't take too long for it to occur to him that he was the one being hypocritical.

When he really thought about it.

Yes, he had forgiven her for reporting to Fury, for keeping the truth about TAHITI from him, but not before he had punished her, rejected her, banished her.

Everything she was doing to him now.

He had told her that she wasn't his friend. That things between them weren't personal.

He had rejected her pleas, her apologies, her explanations.

He had scoffed when she told him how much she cared for him.

He had been so hurt, had felt so wrong-footed by the realisation that she, of all people, had been lying to him, that he had questioned everything he knew to be true about their relationship. Even as he heard her words, even as he knew in his heart of hearts that she had, in fact, done what she had done to protect him, still … he questioned. He doubted.

Because, at the time he had felt that her reasons didn't matter.

Betrayal was betrayal.

And it was no different this time.

x x x

Maybe if she hadn't found out like this, things would have been different. Timing was everything and their timing on secrets really sucked.

He had found out about hers right as everybody was scrambling to figure out who was betraying SHIELD. And she had found out about his during a coup against him, by people who distrusted him, while she had been doing everything she could to defend him.

He had assumed he would be the one to tell her eventually. That he would sit her down over drinks and go over everything he had done behind her back. He would have an eloquent speech prepared and would have been able to express his heartfelt apology before she got the chance to get too mad.

Certainly, he expected that she still wouldn't have been too impressed, would likely have given him a stern lecture, but just the same.

But now he wondered ... How much better would it have gone in reality? Especially when adding Andrew to the mix?

Would he have felt better about her lies had he found out from her as opposed to how he had?

He honestly wasn't sure anymore. Maybe it would have been slightly less traumatic, but he simply couldn't see himself being all gung-ho about it no matter how gently she may have broken it to him. The fact of the matter was that it was the violation of their borderline sacred trust that had hurt so much. The sense of betrayal.

And he had done that now. However he may have told her, there was no getting away from it.

In the end, he had needed time. And while he had been pushing her away, lashing out so cruelly, hurting her, she had not sat around and sulked. She had gone out there to prove herself to him, to win back his trust.

It was the least he could do now to try and do the same.

Plus, there was the fact that he hadn't let her push him away the last time she had tried, and he wasn't going to now.

And he was just going to go ahead and ignore all that rubbish about boundaries.

x x x

He went about it by resolutely demanding and then following her advice as much as he could. Even when it came to Skye. He knew she noticed, but she didn't exactly thaw much. The best that could be said was that she tempered down the venom.

But it didn't matter, he thought. She would come around with time, just like he had.

The two of them really were all too similar when you got right down to it.

x x x

Maybe losing his hand had helped accelerate the thawing process, if he wanted a silver lining to being dismembered.

He lost a fair amount of blood after Mack so unceremoniously chopped it off (to save his life, maybe, but still) and he had blacked out pretty quickly. He didn't even remember how he wound up back in the base.

Simmons was busy hooking him up to yet another blood transfusion as he slipped in and out of consciousness when he heard raised voices - May somewhere in the background threatening Mack with a more thorough dismemberment at her own hands.

He smiled to himself as he listened to the argument unfold (Mack insisting angrily that she would have done the same thing to save Coulson's life, while she insisted just as angrily that Mack should never have allowed Coulson to catch the crystal in the first place) but his eyes were too heavy to open.

It wasn't long before it was just her voice left in the room.

"I know you're awake."

With enormous effort, he forced his eyelids open.

Her irritable features swam into focus.

"I can't believe you let him get away with cutting off your hand," she said stiffly, and he knew she was trying to hold back her anxiety.

It took a lot of effort to speak, but the sight of her gave him a small burst of energy.

"Well, he did save my life, so ..."

Her face grew stony.

"You should have been more careful. I don't know how many more times you're going to make me remind you that you're Director now and SHIELD needs you. You need to take care of yourself."

"So, what do you think I should have done then?" he asked her, feeling distinctly more cheerful about things. He knew a buried May conciliatory tone like the back of his … well, his other hand. "Stayed home?"

She shook her head in exasperation, but didn't offer an alternative. He could see the strained lines underneath her carefully annoyed expression and tried to think of something to say that was both comforting, yet impassive. They were still in a semi feud, after all.

Unfortunately, his blood loss was making his head painfully groggy, and his usual skill for nuance seemed to have dissipated.

Instead, as his eyes drifted sleepily closed, he mumbled bluntly, "Stop worrying, I'm okay."

There was a pause and he almost nodded off.

Then he heard her whisper, "You almost died." Recognising the hidden emotions of Melinda May was something of a specialty of his, so the catch in her voice that said so much, that told of regret, affection, fear, tenderness, wasn't lost on him.

He felt a great well of emotion in his own chest and tried to muster something eloquent, kind, reassuring, but the fog in his mind was rolling in with determination.

"M'fine," was all he managed.

He knew he didn't imagine the warmth of her hands closing around his remaining one right before he lost consciousness completely once more, and that warmth stayed with him in his chest and through his dreams.

x x x

He knew she was back with Andrew (he wasn't blind), but he made her confirm it anyway when she asked him for a vacation.

They were back on friendly terms, her obvious concern for him in the immediate aftermath of his injury rendering any previous attempts at undermining their friendship rather pointless. But she was still a bit distant. He knew perfectly well that even though she had forgiven him on the surface, she was still harbouring some hurt and betrayal deep down, and he was fairly certain that her request of a vacation had as much to do with needing space from him as it did needing space from SHIELD.

This hurt.

Perhaps he had no right to be hurt by it, but just the same. So, looking for any other reason she may have for wanting to go away, he fixated on the ideal one.

"Are you vacationing alone or do you have a partner in mind?" he asked her teasingly as she handed him her request, ignoring the knot of shock in his stomach.

"I don't believe I have to declare the nature of my vacation for approval," she said, a little bit more coolly than necessary.

He rolled his eyes and signed the page in front of him.

"Well, of course I approve it," he said, trying not to let his unreasonable irritation come through. He had also been crabbier since his hand had departed, and he really felt that it was altogether bad timing for May to depart as well. "I just mean, I've noticed that you and Andrew -"

"Does "none of your business" mean anything to you?"

He could see that her words had come out more harshly than she had meant them to, and for a moment, their repressed tension seemed to materialise vividly, like a humming electricity between them. He supposed his hurt feelings had shone through as clearly as hers in that fleeting second, because she suddenly looked sorry.

It occurred to him then that she didn't want to be angry with him anymore. She just couldn't help it.

"Yes," she said, putting in a valiant effort at a smile. "We've decided to give it another try."

He was actually rather moved that she had been willing to admit this in an attempt to keep things friendly. He smiled back, and it was mostly genuine. After all, Andrew had always made May very happy, and even though Phil felt a sort of resentment that he was now taking May away from him, he chose not to brood on it. He had been against their divorce, so of course he supported their reconciliation.

"That's great news, Melinda," he said honestly, and her expression softened significantly.

At the time, he had thought that he would see her again in just a couple of weeks, and he hoped fervently that that would be enough time for things to go back to normal. He had come to rely on her close friendship and counsel more than ever since shouldering the responsibility of directorship and he didn't relish the thought of doing it alone.

So, when she called him the day before she was supposed to come back, on a slightly fuzzy line, his heart sank.

"Calling with good news?" he asked with trepidation.

"I need more time," she said shortly.

He had to swallow down a lot of emotions, intense disappointment chief among them, and it took a couple of seconds before he could speak.

"How much more?" he asked, trying, and failing, to sound neutral.

The length of her pause did nothing to make him feel better.

"Phil …"

Oh God.

"I'm not sure if I'm coming back."

He could tell that she had forced the words out as quickly as possible and now she said nothing in the face of his stunned silence.

"Why?" he managed eventually as, almost without thinking, he tapped the button on his desk to trace her call.

There was another pause, and he was terrified of her answer, suddenly convinced that she had realised that she was unable to forgive him after all. Maybe being back with her honest, open, civilian-non-spy ex-husband had made her further question the validity of his friendship.

Almost as soon as the thought occurred to him, he was certain that it must be the case, so he was taken completely by surprise when she said, "It didn't work out with Andrew."

And then, before he had time to process this, she added, "He left me."

"What?" he blurted out in shock. "Why?"

She didn't answer him, but she didn't hang up either.

"I just, I can't come back," she said, her voice flat.

His head spinning, Phil thought wildly of anything he could say to change her mind.

"Please," was all he managed, and he immediately hated himself. In the moment it took her to try and respond to this, he managed to gain some control of his faculties again and spoke quickly before she could.

"Well, I don't need to keep Andrew on to consult," he tried, wondering if that may have been weighing on her. "If that's -"

"No," she said firmly. "Keep him. I'm not coming back either way."

His stomach going cold, he murmured, "Is this a resignation?"

If only he could see her face right now, these typical May silences would be less infuriating.

"I don't know," she said eventually, but he could hear a note of goodbye in her voice and he felt his heart descend into something approaching despair. What had he done?

Well, all the more reason to try and prove that he was still a good friend.

"If this is what you need, Melinda," he began, echoing words of years past, but he was unable to finish the thought, his voice having caught in his throat.

"Thank you."

He heard sincere gratitude in her monotone. He also knew she was about to hang up, and he had a very unpleasant task he now had to do. One he had hoped to do in person.

"May, before you go, I have to tell you something."

"What?"

Her voice told him that she sensed it was something bad.

"It's Simmons."

x x x

The months without her were rotten and depressing. He floundered, missing having her as his sounding board, but kept doing everything he could to try and restore SHIELD properly. Andrew kept telling him he was being reckless, but Phil ignored him.

His resentment towards Andrew had increased rather a lot, and he wasn't all that skilled at hiding it. Not that he was trying very hard. Andrew, being Andrew, had picked up on it rather quickly.

"I know you blame me that Melinda hasn't come back," he had said one irritable afternoon after a couple of weeks, in the face of a definite moodiness on Phil's part. "But she decided that on her own."

"After you left her," Phil retorted angrily, but he immediately checked himself, and held out a hand to stop whatever it was that Andrew was about to say. The thought of what May would say if she heard that was enough to bring him out of his bad mood and into a more natural reasonable one.

"I'm sorry," he said, meaning it. " That was out of line. I don't know what happened between you, and I don't want to. I'm just …"

"You miss her," said Andrew kindly.

Phil said nothing, but it was because he didn't need to.

With a sigh, Andrew said, "Look, Phil, you're her closest friend. She'll come back eventually."

"I screwed up, though," Phil admitted, his repressed guilt making an aggressive reappearance in his chest. "Did she tell you?"

"You've done a lot for her," Andrew said, "and she won't forget it. But you know Melinda, she just needs …"

"Space, I know," Phil muttered, but he didn't add the thought that was currently responsible for the slightly panicky helpless feeling that he was constantly battling.

I've lost her.

x x x

Later, once she had returned to SHIELD and their friendship had returned to normal, they managed to have a candid conversation that finally convinced him that he had been wrong. That he had never lost her.

"How long," she asked him unexpectedly, over a scotch in his office, "before you would have come to get me?"

He eyed her over the rim of his glass for a moment, and then smiled.

"Whatever do you mean?" he said, with pseudo innocence.

She smirked at him.

"I know you knew where I was," she said. "You weren't surprised when I told you."

He pretended to consider her words.

"Well, I mean, once I heard your dad was recently in an accident, it seemed pretty obvious," he said casually. "Kind of a two-birds-with-one-stone type thing."

"And how did you happen to hear about that?"

She was amused, and he was rather enjoying their return to light-hearted banter, while they both pretended that it might be a point of contention that he would have searched relentlessly until he knew where she was. Which, of course, he had.

"I hear about a lot of things," he said vaguely. "Nature of the job, you know."

"Hm."

Another pause as they both sipped their drinks, not breaking eye contact.

"Maybe another couple of months," he said.

"I'm surprised you waited as long as you did," she said, not quite managing to hide a faint heaviness from her tone, and he suddenly wondered if it was possible that he had let her down somehow, allowing someone else – Hunter, of all people – to be the one to bring her back.

"I know you," he said earnestly, his tone shifting suddenly from playful to sincere. "When things go wrong, you need time and distance. And a lot of things went wrong, not just here, but …"

He left off, not wanting to say Andrew's name in this moment.

She looked away momentarily, but looked back at him as he spoke again.

"I wanted you to come back of your own volition, because you wanted to," he explained. "After everything that went wrong with you and me, I thought it might be better to give you a chance to ... choose to forgive me."

She stared at him.

"I mean to say, I didn't want to force you -"

"That's just … I mean, that's not why I left," she said.

"Yes, it is."

A thoughtful pause.

"Well, maybe it was part of why I needed the vacation," she admitted at last. "But it's not why I didn't come back. That was something different, about me. I needed to ... remember who I am, away from SHIELD." He was watching her intently and he saw her indecision before she added, "Not ... not you."

He nodded, his unbidden relief momentarily overwhelming his ability to speak. They both looked away for a few moments, the warmth between them bordering on too intimate. He was going to just let things lie right there, perfectly happy that things were finally, unquestionably, resolved. But then he felt suddenly that he should clarify something.

"I would have come for you, May," he said quietly, eyes fixed on hers once more. "Never doubt that."

x x x

A/N: Thanks for reading!