Thank you to everyone who read the last chapter, left kudos, added the story to your favorites or is following the story. I did not get a lot of reviews, but to those who did, I really appreciate the feedback. Also, I decided to move the story to the AOS category on FF to make it easier for some to find the story.

I apologize for the long time between updates. I had family visiting and I went to see my brother in New York. On the plus side, I did get to go to the Avenger's STATION exhibit at Discovery Times Square. I didn't get to take any pictures inside because they were really taking the government agency thing seriously. However, in the gift shop they did have a Captain America shield that you could take pictures with along with a replica of Thor's hammer. I also got a SHIELD lanyard (that I'm actually wearing at work) and T-shirt.

I decided to write the last two chapters in tandem because I wanted to finish writing before the season two premiere of AOS so I would not be overly influenced. It ended up being three chapters and a tag instead because I have a writing problem. Basically, I wanted to avoid the massive chapter we had last time. Anyway, the next chapter is drafted and undergoing the proofreading process.

Chapter 5: You Know What They Say About the Road to Hell


Everyone was gone from the hangar except for Melinda, Lola, and himself. He wanted to help the distraught Simmons to her room, but Skye and Trip would not let him. Tony and Steve were also gone most likely making out in the hallway. It's better for him to think of Steve as Steve and not as Captain America (he would be less likely to have a repeat of his ramblings on the helicarrier). Tony did have a point there. Other than wanting to help people, Steve Rogers is nothing like the guy from his childhood comic books and that's not necessarily a bad thing.

Now he was alone with Melinda sitting inside of Lola, not sure what to say. His conversation with Tony left him with so many questions. With the exception of the ones raised by the fact that Tony slept with Fitz's mom the year before the young engineer was born, all those questions revolved around Melinda May.

Did Fury really use his death to talk Melinda into going back into the field as Captain Rogers' handler? Did she actually have a sexual relationship with Steve Rogers? More importantly, if she did have that type of relationship, why didn't she tell him anything about it? She told him about the Ward fiasco.

The only thing he knew about what she was doing during the six months before Fury brought her to his apartment post recovery was that she was doing a detail at the State Department. Was that just part of her cover? That would make sense. Most State Department details were undercover missions.

On the other hand, it's possible that the State Department thing was a lie. It's entirely possible that she was doing something during the six months that Fury didn't want him to know about. But Fury's orders didn't matter anymore. Did she not trust him enough to tell him, especially now?

Maybe Tony was making all this up. Phil still finds it suspicious that May allowed him to live after knocking her unconscious. That fact alone made Phil question the validity of Tony's story even more than his assertions that Melinda May is in love with him. But why would Tony lie? However, Tony Stark is Tony Stark. It's difficult to understand why he does the things he does.

But if everything he says is true then... He wasn't sure what to do. The idea of Melinda May being in love with him was something so terrifying that he wasn't sure if he wanted to deal with it. It's easy to want something you could never have.

"Why did you tell Stark that I was alive?" After too many minutes of silence, this is the question that finally comes out. It's one of the few questions that does not revolve around Melinda's alleged feelings for him. "We were under strict orders..."

"At the time there was no SHIELD and as you pointed out to me, I was following your orders now." Melinda said in her defense cutting him off mid-sentence. "You needed help and you weren't listening to me anymore. You didn't trust me anymore. Stark was the only one I knew who could get you help." He looked at her face as she spoke and beyond her usual mask he could see fear and pain, but he could also pick up on her admiration for him. Could it be more than admiration? Did he want it to be more than that? Yes, he did. But could he deal with the consequences of it being more?

"And Maria?" He asked trying to escape his own thoughts.

"I went to her to find out any information about what they did to you at the Guesthouse. You saw what I found." He just nodded his head at her words.

He was more surprised than shocked that he was probably the one person who knew about the Guesthouse, but those memories were lost to him. Sometimes he wonder what other memories were taken from him. There were holes in his memories of the days before his death. For example, he remembers getting in a car with Pepper after he dropped the file off at Stark Tower, but he doesn't remember anything they spoke about.

At night, he sees flashes of things that he doesn't remember in daytime. There are a lot of conversations with Melinda that take place in a room he doesn't remember. He has visions of blue aliens and strange blueprints. Then in the morning when he opens his eyes things begin to fade away and all he has left are echoes.

"I didn't know that she was going to turn over Providence to Col. Talbot." From her eyes, he knows that she's telling the truth.

"None of us did." He places a hand on her. "Although considering what Stark told me, I shouldn't be surprised."

"He told you about old SHIELD's special surveillance?" There was a touch of anger in Melinda's voice.

"The blackmail sex tapes? Yes."

"I took care of it. I didn't want her to have that much power over me- us."

"There was a tape of you?" He just looks at her for a moment. "So you actually slept with Captain America?"

"I slept with Steve." She didn't even look at him as she spoke. "You were gone and..."

"What does that have to do with you sleeping with Steven?" He asked defensively. He didn't act like this when she told him about Ward. Of course, he always knew that her arrangement with Ward was doomed because the man's 'crush' on Skye was so obvious. Actually, he had been surprised because he couldn't understand why Ward was sleeping with May when he obviously cared for Skye. Of course, he knew now and he really wished he'd made good on his threat to send the guy to Alaska.

"You were gone and I had no idea that Fury was planning to bring you back. I was trying to let you go and put the pieces back together. I packed up your things and I handed in my resignation to Maria." She wouldn't look at him and this made Phil wonder if she was holding something back.

"However, Fury wouldn't let me leave. He told me that the best way to honor your memory was to continue on with your mission which meant keeping the Avengers together.

"So you became Steve's handler and you started sleeping with him? Do you have any idea how many rules that breaks? That's even worse than Ward." Considering the angry glare he's receiving, he might have gone too far mentioning their former team member turn Hydra operative.

"It's impossible for any decision to be worse than Ward. I wasn't Steve's handler. I was undercover as his neighbor... You know I'm not even going to explain this to you right now. I already confessed to Steve. This is none of your business." She said angrily.

"You may have come clean to Steve, but not me. There are a lot of things I don't know. You didn't tell me about TAHITI. You didn't tell me about working with Capt. Rogers or the fact you returned to fieldwork before I showed up at your cubicle. You didn't tell me about going to Stark after leaving Providence. What if someone followed him here? We have too many enemies. Tony said that he took care of Talbot, but I don't trust that. Talbot has too many friends. Why did you even tell Stark about this place?" Phil nearly screamed at her.

"I did not tell Stark about this place. I have been an agent too long to do something that stupid. I explicitly told him not to come for those very reasons. I even yelled at Steve for allowing his boyfriend to come here." Her body language told Phil that Melinda was telling the truth.

"Then how did he find us?

"When I had Skye remove the video files from Maria's possession, Stark implanted the Jarvis OS on Skye's laptop. I assume that was used to find our location. I will never do anything that would intentionally hurt y-the team." She grabs his hand during her plea.

He catches her last minute were change. He knows that she was planning to say 'you' not 'the team'. Phil is well aware that she will justify her actions by saying that it was to help him. This made him think back to Tony's words from earlier? Was she in love with him? He would only know the answer to that question if he asked her and even then he would only know if she told him the truth.

"When we were on the plane, Stark said he would not agree to help you until you gave him the real reason why you were there." He paused, not sure how to word the actual question.

"Whatever he told you was a lie."

"So you're not in love with me and you..." Phil stops speaking when he sees the expression on her face. She's terrified and quickly pulls her hand away from his. They've known each other for more than 20 years. He can read her like no one else. If she is this terrified, it means Stark told him the truth. Melinda May is in love with him. Fuck!

"Melinda." Phil tried to grab her hand again, but she pulled away. Actually, she gets out of the car so quickly that he doesn't realize it happened until she is on her feet again outside of Lola.

"Don't. I know that you can't love me. There is Audrey and TAHITI and this job and the responsibilities of being a Director. I don't expect you to love me, but I lived without you once and I can't do it again. I'm not going to stand here and let you tell me that there's no chance." With that, she was gone and he was left sitting alone in Lola unable to say anything as she fled from the hangar.

Moments later Stark walks in the same door Melinda just used. Tony hands him a tablet and settles into the seat May vacated. It is filled with video files to prove Melinda was in love with him and explaining why she was working with Captain Rogers. If Phil had asked he would admit he came right at that moment because he'd been listening the entire time.

As a distraction from that line of thought, Tony says "You can't be that surprised that old SHIELD had your former apartment under surveillance."

"No." And he wasn't since he discovered that his SHIELD file contained all the places he liked to take Audrey to dinner.

Seeing Melinda May trying not to cry as she packed his belongings was not something he wanted to watch. As he brought the clip to a stop, Tony started to talk about his plans for his 'future foundation' and how they wouldn't be watching their own agents. It was too much and Tony wouldn't take the hint to leave him alone. Phil finally used his ICER on Stark 10 minutes later when Tony started talking about using old SHIELD patents to generate revenue for the new organization. Phil didn't regret his choice; he wanted to be alone.


June 2012

"How can somebody that has no real life have so much stuff?" Melinda said to herself before she started to box up his vintage spy gear. She cannot believe that she is packing up those things alone. There really was no one else. Jasper would never help. He would just try to convince her to join that support group that Agent Garrett convinced him to join again.

Natasha didn't even bother to come to the funeral so why would she help now. Clint had a pass as far as she was concerned and there may be some rule of decorum that states that you should not help pack up the things of your dead ex-boyfriend with your former fuck buddy.

Audrey couldn't. Yes, she knew that Phil was a SHIELD agent, but not the full extent. She only knew that much because Phil was on the team protecting Audrey during a mission that fell between Coulson's two attempts at Stark babysitting.

Melinda had been the one to call Audrey and break the news about Phil's death to her. It would be a shame if she found out the way Melinda had from a news report where Tony Stark said too damn much. Melinda was sure no one else wanted to. It was the hardest phone call she ever had to make, but she did it. It was at that moment she realized that they both loved Phil, but Melinda wondered if Audrey could love the version of Phil that she knew.

Audrey didn't know the history behind Phil's scars, that he had actually killed someone, or even how he really died defiant to the end. Audrey couldn't even come to the real funeral. Melinda argued that she should be allowed, but it would be too hard to explain to a civilian why Tony Stark a.k.a. Iron Man was giving the eulogy or why the head of the World Security Council (professional prick Alexander Peirce) attended the funeral of a supposedly lowly government suit.

Melinda wondered if Audrey even knew about this place. Did Phil ever take her here and show the woman his vast collection of historical spy gear. Could he? Phil had things that even the curators at the International Spy Museum would be shocked to discover actually existed.

The apartment wasn't even under Phil's real name but rather the alias James Chester in a building that was owned by SHILED or at least a subsidiary. Half the people in the building were agents and the other half at the very least have a secret security clearance at their respective agencies. Melinda had the apartment next door. He insisted that she take it once she was transferred to the Triskelion.

Even if Audrey could come to this place, it wouldn't be right to ask her to come and help. She was currently on the other side of the country, back in Portland. She returned home because she was tired of Phil being gone so often or at least that's what Phil told her the last time they talked. He told her how it was getting harder and harder to be with somebody when he couldn't even talk about most of what he did all day and maybe he should just let the relationship fall apart on its' own now that she was back in Portland.

She told him that maybe it was for the best and asked had he considered having a relationship with somebody who could know about the classified parts of his day again. She'd asked to gauge his interest in her.

Instead he reminded her about several of his previous failed relationships with fellow agents. She forgot his relationship history was even more sordid then hers including one particularly horrible relationship involving a fellow agent who sold him out. In her defense, it was the first time he told her any of the details. In comparison the thing with Clint that took months to return to professional after the situation blew apart was one of Phil's more successful relationships with a fellow SHIELD agent. Even that was enough to make him never want to risk a dating a friend or fellow SHIELD agent again.

She hadn't brought it up again and now she never could because he was gone. Melinda felt like crying. Actually one tear was rolling down her cheek.

"Phil had a full life. It's just that the majority of it was classified. Fortunately, your security clearance was high enough for you to know him." Even though she's been out of the field for years Melinda was angry at herself for not hearing Director Fury walk in to the apartment especially because she was practically crying.

"What are you doing here sir?" She said looking at her former superior. She gave her resignation to Hill a few days earlier.

"Because we need this apartment for a new agent and Coulson would kill me if I let an underling pack up any of his vintage collectibles. Besides you shouldn't do this alone." He said grabbing one of the many boxes lining the room.

"I think he would already be upset about what you did to his vintage Captain America cards." For emphasis, she pointed to the case where the cards were previously kept.

"You heard."

"Maria told me after I asked for the cards." She asked for the cards when she turned in her resignation only to find out that the director removed the cards from their special case in Phil's locker and smeared his blood on the cards just to - she cannot even finish the thought. Phil would be furious when he found out, if he were alive to find out. So it really doesn't matter.

"Hill told me that you resigned." He said as he started to remove the spy artifacts from the shelf she was working on earlier. And like that everything became clear. Fury was here to talk her out of her decision rather than help her with Phil's things.

"I have been considering it for a while, ever since Bahrain. The only reason why I didn't was…"

"Phil." The director supplied for her.

"But he isn't here anymore, so there's no point in me staying." She is just so tired of everything.

"What about continuing his mission?"

"The Avengers are together. They saved Earth. What more is there to do? And all he had to do was die to accomplish that." The bitterness was audible in her voice.

"That wasn't Phil's mission. His mission was always to uphold the principles that this agency was built upon, to be the shield that protects humanity from the things they are not ready for. We still need you." Director Fury said looking directly at her.

"I'm not sure I can do that anymore."

"I think you owe it to Phil to try." She didn't say anything as she started boxing up Phil's vintage Captain America comic book collection. He had left most of this stuff to her, but she didn't know what to do with the majority of his possessions. Should she keep everything or let it go into storage? She didn't know what she wanted to do. The only thing Melinda knew for certain was she couldn't sell any of it. These things were the only parts of him she had left and she couldn't bear to part with any of it.

"I have a mission for you." The director said after a few moments of silence.

"I don't want another mission." Melinda sighed. "I resigned. Even if I did take back that resignation, I'm not a field agent anymore. I haven't been for years."

"The Avengers have already scattered to the four winds." The director admitted reluctantly.

"I gathered that since Doctor Banner and Stark were the only ones that attended Coulson's funeral. Barton and Romanoff didn't even attend." She was upset about that. She understood why Barton would not want to be there. She barely wanted to be there because it hurt too much and they were never more than friends. Romanoff should've been there. Phil risked everything to keep her out of the Fridge.

"Romanoff was on assignment and Barton is receiving treatment for his injuries." The director explained. She only found Clint's excuse acceptable. Melinda was certain 'treatment' was code for psychological counseling or even quality time in a psychiatric ward.

"Some injuries can't be healed." Melinda's positive that the events of New York will haunt the archer just like Bahrain haunted her every day.

"What do you want Director?" She has known the top agent long enough to know that even though Phil is- was his closest friend, he wouldn't be here without some ulterior motive. She's not entirely sure that getting her to reconsider her resignation was his only reason for being here.

"The reason why we're cleaning out this apartment is so Captain America can move in after his grand tour of America. I want you to continue living next door and help him acclimate to the 21st century. I also want you to keep all the Avengers on speaking terms - especially Stark and Rogers. There's too much pigtail pulling going on there for me to deal with." Her training is all that keeps a surprised expression off her face.

"Why?" She's not a nurturing person at least not after Bahrain. Why would anybody put her in charge of acclimating Steve Rogers to the 21st century?

"Because it's something that Phil would have done if he was still here." That she could believe. "It was Coulson's personal mission to look after Captain America and help him adjust to this time. He's not here to do that, but you are. You're the one person he trusted the most. Think of it as a last wish."

"I can think of half a dozen agents better suited to this than me? I know former Director Carter-Jones has a niece who is an agent. Why not her?" It would make more sense for Rogers to work with somebody who has a connection to his past even if it was remote.

"She was my second choice, but she's not available. She is currently running ops in South America with my first choice, Antoine Carter-Jones also known as Peggy Carter-Jones's grandson. I originally gave him this assignment as a wedding present, but when the wedding fell apart due to the recent alien invasion he preferred running ops in South America. Agent Carter went along to prevent an international incident." Melinda is shocked that Director Fury is allowing this. The director rarely allowed this type of special treatment.

"And you're not forcing either to take this assignment? You never let anybody turn down a mission. Why are you letting it go this time? Is Agent Carter-Jones your illegitimate son that no one knows about?" May had said it for sheer dramatics, but she'd swear she saw the top agent's eye twitch.

"His grandmother is a close personal friend and has been very helpful over the years, despite being forced to resign after the fallout regarding her daughter's kidnapping and forced insemination at the hands of the Nursery Group. I know you're familiar with what happened to her. You worked on the cold case after Bahrain."

Cold case would be an understatement. Over 26 years later, they still do not know why Stephanie Carter-Jones was abducted on her way home on December 17, 1985 by individuals that SHIELD refers to as the Nursery Group because they were never able to learn the organization's real name. 73 days post-abduction the teenager was found wandering the woods in only a hospital gown. She had managed to escape from a secret lab deep in the mountains of Appalachia after killing most of her captors in the process.

The 16-year-old was also five weeks pregnant. She recounted being subjected to numerous procedures as part of an experiment she heard referred to as 'Project Nursery' hence the name. According to part of the file that was normally redacted, Director Peggy Carter-Jones was forced out because she refused to hand over her daughter and grandson for testing at the Fridge's predecessor. Even then, it took Howard Stark's team of lawyers to keep her successor Alexander Peirce from getting his hands on Stephanie or her baby.

Melinda knew why the world Security Council wanted Stephanie Carter-Jonesand her offspring for testing. According to the files, Stephanie Carter-Jones was unusually strong for someone who never worked out (she killed five guards) and recovered from a broken arm in a third of the time it normally takes. During the time Melinda was working on the case, she came up with the theory that they wanted to pass Stephanie's unusual abilities to others and she was abducted and later inseminated to study this, but she couldn't prove it. Oddly, her immediate supervisor abruptly moved her to HR despite the director having asked for her specifically to look at this case.

"If anyone deserves special consideration, it is her grandson. It's the least the organization could do." From what she remembered from the file, he was right.

"I apologize for speaking out of turn."

"I'm not your superior officer right now. We're just two friends packing up the belongings of a third friend who is unfortunately not here with us."

"I don't think I can be here anymore." She wonders if he realizes that she's just not talking about SHIELD. She's not sure she can do life without Phil.

"I keep expecting to see him. It's too hard to be there." Melinda confessed.

"If you take this assignment part of your cover will be a detail at the Department of State. You'll be the temporary Office Management Specialist for the Assistant Secretary for Democracy and Human Rights." A detail at DRL as an OMS? She shouldn't be surprised. There's probably someone in the Bureau that he wants her to watch.

"Why the State Department? What about my ex-husband?" Phillips was still with the department. She had no idea if he was at the Truman building or somewhere overseas. They haven't exactly talked since the divorce was finalized years ago.

"Your ex is still overseas. He's the Bangkok DCM now. He also knows that if he ever wants to be an ambassador or something more he needs to be quiet about his former wife's other occupation." Sometimes she thinks that's all her ex cared about. "Besides, you already have an established work history with the department during your time as a foreign service spouse." She ran a lot of missions during the two years that she was married with that cover then everything fell apart.

"Which could make staying in character harder." She pointed out.

"The Marshall wing of the building was where the Army was housed during World War II and has recently been restored. The Captain would find it familiar and you wouldn't have to contend with any emotional ghosts." The director explained. That's when she realized the director was giving her a reprieve. Enough time to be away from the organization to regroup.

Her former husband was still there and a potential emotional ghost, but she did not mention it again. The ex-husband had nothing on Phil anyway. He would be easier to deal with. Her feelings for Phil were part of the reason why said marriage crumbled apart. Much more so than Phillips discovering that he was married to a secret agent, who comes from a long line of secret agents.

"I've been an agent long enough to actually retire, I'm done with this. I'm tired. I'm done with…" Everything. Life in general. She wasn't sure.

"What would happen if Phil walked through that door and saw you like this? He wouldn't want you to give up just because he was gone." Maybe Fury knew more about where her head was than she thought. "He would want you to keep fighting."

"That's not going to happen because he's gone." She said bitterly as she angrily threw one of Phil's collectibles across the room.

"In our business nothing is impossible." He said cryptically. "I have to leave in a few minutes to catch a plane. You also don't have to finish this tonight or alone. Captain Rogers probably won't be moving in for at least another month. I'm going to be unavailable for a little while dealing with the fallout from New York, but I can finish helping you when I get back. However, if you change your mind call me." He said placing a secure phone in her hand.

And with that she was left alone again with a stack of Captain America paraphernalia. Phil definitely had a Captain America crush. She would never forget that one time they got so drunk that Phil confessed discovering that he was bi thanks to a certain reaction to various Captain America posters. That was something that Phil would never want his idol to find out.

She knew Fury was right. Phil would want her to help integrate Steve Rogers into the 21st century. He would want her to keep the Avengers functioning. If they fell apart then Phil's death would be completely meaningless and she couldn't deal with that. If he was gone, it had to mean something. Before she could even think, she placed a call to the only number listed in the special phone. A moment later she heard a phone ring beyond the apartment door.

"You're outside, aren't you?" She said into the device once somebody picked up. At that moment, Melinda jerked open Phil's front door to see Fury waiting patiently in the hall.

"I knew you would come to a decision fast." The man said smugly.

"You don't know what my decision is." Melinda told him slightly annoyed.

"I know you would want to keep Phil's legacy alive." He said pulling out a set of keys.

"What's this?" Melinda asked looking at the keys dubiously.

"Phil would want you to take care of Lola if something ever happened to him, but because it's technically a SHIELD vehicle…"

"You will not hand over the keys unless I say yes." She said it as a statement not a question. She knew Fury too well.

"Exactly." He said placing the keys in her hand.

"Phil always believed that humanity-people were worth saving and you are people. Maybe one of the most important. You need saving as much as anyone else. I would be letting Phil down again if I didn't try." With that, Fury turned and strode away leaving her alone once more, but for the first time in weeks she felt like she had a purpose.

To be continued