Alright guys, this is my first Agent's of S.H.I.E.L.D. fic so please, be kind and if there are any inconsistencies, please let me know. There are spoilers for Season 2, so you've been warned. =D

Disclaimer: All characters belong to their respective owners, I'm merely playing with them a bit.

It wasn't supposed to be this way. This mission was supposed to have been nothing more than a simple retrieval operation, textbook and uneventful; he'd thought it was over. There'd been no bullets fired and none of them had even triggered an alarm, so he had allowed himself to relax as they'd retrieved what they'd come for-plans for a serum that took control of a beings nervous system through impulses supplied directly to the brain, with the help of a conduit attached to the body. An idea that both he and May were not fond of. She had been on edge since they'd entered the building and he knew her well enough to know that there was a reason for it, but he saw no threat to cause her reaction, especially with the bounty now in hand. They would be long gone before anyone even realized the plans were gone. Or so he'd thought.

"Skye, we're coming back to the bus," Coulson stated quietly through the comms to the younger agent back at base.

"Roger that, D.C.," she replied in his ear, voice crackling through the tiny speakers, before a similar message came from Triplett and Hunter, stationed across the building.

"Phil, I don't like this. It was too easy," May whispered behind him. She was beyond unnerved and he shivered involuntarily as apprehension tingled up his spine. They continued walking back through one of the lower levels of the building, bypassing the unconscious guards that May had single-handedly taken out with barely the lift of her finger.

"Oh, come on, May. For once, just be happy you didn't have to kill or maim something," Skye commented lightly, which drew a scoff from May's lips. But he was starting to believe that May was right. They should have encountered something, anything by now. Their dismantling of the security system should have been enough of a red flag to cause concern in the enemy camp, but there wasn't a soul in sight that hadn't already been dealt with. He grunted in reply, before walking forward, watching his steps carefully.

But it wasn't his steps he should have been watching, as an explosion shook the warehouse causing debris to rain down upon them. His ears were ringing, pain lancing through his skull and spots dancing before his eyes as he struggled to orient himself.

"Skye! What's happening?" he shouted over the comms as another explosion sounded somewhere off to his left. Blindly reaching behind him, he was immensely relieved when he felt May's warm hand grasp his own tightly, grounding him.

"I don't know! The entire east wing is collapsing!" He could hear her typing furiously through their mics, trying to isolate the location of the blasts.

"Hunter, Tripp, are you guys alright?"

"Yeah, Coulson, we're good," came the slightly breathy reply over the crackling earpieces.

Phil allowed another small wave of relief to wash over him. 'They're alive. We're good,' he thought.

"We have to get out of here, Phil. Now." May's voice was hard and stern, in full battle mode, but he was disoriented and sluggish, so he allowed her to lead him further down the corridor. Another blast exploded at the end of the hallway and on instinct, he pulled her back against his chest, turning them towards the wall in an attempt to avoid the debris, sheltering her small frame with his own as thick plumes of smoke poured in around them. They were both coughing now, trying desperately to force concrete dust and plaster from their lungs as he held her close protectively.

"May, are you alright?" he wheezed, struggling to catch his breath. He could feel her nod against his chest, before suddenly tightening his arms around her reflexively as the scraping sound of metal on metal echoed through the building as a loud crash echoed harshly. The smoke was getting thicker and was now accompanied by a bright, orange glow that promised fire. Looking down at her, he winced in sympathy at the multiple small cuts that littered her face from the last explosion, one oozing blood near her left temple. Putting his hand under her chin to better examine her face, May cringed as he ran his finger over a tender spot that she was sure would bruise.

"Sorry," he told her quietly, frown deepening at the sight of her minor scratches.

Brushing away his unnecessary apology, she straightened up, before examining their surroundings. The blasts had effectively blocked both ends of the corridor and they had no where else to go. "I think we're trapped."

"I'm starting to believe that was the point," he admitted reluctantly, as she assessed the situation at hand.

"If the fire doesn't kill us," she began, "then the live wires could and if that doesn't work, we'll die of smoke inhalation."

'No. I won't accept this,' he thought, shaking his head at her information. "Skye, I need you to find us a way out. I need a path."

"D.C., there's-" fzzt "-ventilation shaft-" fzzt "-bottom-"

"Skye!" There was silence now on the comms as the connection was severed abruptly.

"There's too much interference, Phil. We'll be lucky to get a signal back at all." He could hear the annoyed tone May's voice had taken on as she crouched low, searching for the vent Skye had mentioned. He could barely see her now through all of the smoke, but he heard her gasp triumphantly as she located the metal grate that meant their freedom. Shuffling towards her around the debris, he peered inside. The shaft was large enough for both of them to fit through and he only hoped that it led away from the fire and was not blocked off in any way.

Crouching next to her, he took out a knife before taking care of the screws holding it to the wall. Pulling it off, he sat it off to the side, before nudging May forward.

"What are you doing?" She asked, eyeing him warily.

"We're getting out of here, so go. Ladies first."

"Phil-"

"May, this isn't up for argument. Get in the vent, that's an order." She huffed at his authority, but he was glad when she didn't push the issue and climbed inside. He hated arguing with her, especially when it concerned her safety, but he was unwilling to take no for answer.

"We both know that out of the two of us, the more lady-like person is you, Phil," he heard her mumble as she crouched into the duct. He laughed despite the dire situation they found themselves in, before stating, "I can't pull off a dress as well as you I'm afraid, so you'll have to take one for the team." He relished in the small chuckle that escaped her, his own mind wandering to that silver slip of a dress she'd worn undercover a few weeks back.

Climbing in behind her, his eyes watered and he coughed harshly in the confined space. Progress was slow, but eventually, they made it through to the other side, May knocking the other grate out with her shoulder. The room they found themselves in was large, almost the size of an airport hanger, but it hadn't escaped the damage of the blasts. Iron beams were twisted and bent, some completely on the ground, unable to withstand the power of the explosives. Parts of the roof had collapsed and flames were rapidly ascending higher to eat away at the shell of the marred building, insulation acting as an accelerate.

The static was clearing in his earpiece and he winced when Skye's panicked voice came through the earpiece unexpectedly.

"A.C., d-do you c-copy?"

"I'm here, Skye," he replied, coughing through the billows of smoke, as he watched his partner do the same. "We need a way out."

"T-there's an emergency exit up ahead to your l-left. Some of the b-blasts were close, but looking at the schematics, it should have been largely unaffected."

"Well, if there was ever a need for an emergency exit, I guess this would be it, huh?"

He watched May roll her eyes at him, before he strode forward towards what he hoped would be their salvation, May following close behind, watching his back as always.

They had cleared half the building, dodging sparks and burning debris along the way, but as another blast rang out, in his instinct to turn away, he failed to notice the beam falling rapidly in his direction. And it wasn't until he heard May's voice, more hysterical and terror-stricken than he'd ever heard, that he'd realized that something was terribly wrong, before he was violently pushed forward and away, landing painfully on his shoulder and arm.

Darkness skirted the edges of his vision as he struggled to gather his bearings, but he couldn't shake the uneasiness that had crept up his spine. Through the settling dust, he could hear May coughing somewhere nearby and he stood shakily, willing himself to stay upright before squinting through the smoke and debris in search of his friend, ignoring Skye's static-ridden voice through the comms.

"May?" he yelled, inching forward slowly, shaking his head to clear it. "May, where are you?"

Another harsh, wet cough was his answer and dread seeped into his stomach as the dust settled enough allowing him to make out her unmoving form, blood pooling beneath her, making his own run cold.

'No!'

"Melinda!"

Rushing forward, he practically fell down beside her still form, paying no mind to the pain that shot through his wrist as he moved a large piece of metal away from her body. Her pulse was shallow and erratic, her beautiful face contorted in a grimace, evidence of the amount of pain she was in as she fought for every breath.

He was sure, that she'd at least broken some of her ribs and possibly her collarbone, as a large purple bruise had already begun to form on her mangled body. Her leg was bent at an unnatural angle, but it was the large, jagged piece of metal jutting out of her shoulder that made the blood freeze in his veins.

'I just have to get her back to the bus, back to Simmons,' he thought frantically.

"P-phil?" May's voice was thick, blood staining her lips as she struggled to speak and fear clawed at him cruelly as he watched her struggle.

"I'm here, Mel. I'm right here," he soothed, brushing a blood-soaked strand of hair out of her eyes. "I'm going to get you out of here."

She was pinned beneath the beam, held there by its immovable weight. There was no way that he would be able to move it and his heart sank at the realization of what it meant.

"Phil, I n-need you to get out of h-here, before-"

He cut her off quickly, "No, I'm not leaving you behind. You're going to fine," he whispered, praying that he wasn't lying to her. Praying that somehow she would be okay.

'Please, dear God, don't let her die. Help me save her,' he prayed fervently.

Voice thick with emotion, he spoke quietly, "You'll be fine, May. They're going to fix you."

But she was already shaking her head slightly, wincing at the movement, "I think we both know t-that's not true."

And before he could stop himself, a sob broke free from his chest, tears streaming down his face. "Why, May? Why did you do that?" he asked, already knowing the answer.

"Because I've always got your back."

And she smiled, the brightest smile he'd seen on her face in years, full and beautiful, like the ones he remembered before Bahrain, before he'd lost her to the horrors and solitude of her own mind. Back before their partnership had ceased to exist as she buried herself behind walls of office reports and case files, tucked away like a fragile, half-forgotten memory.

"Please, you can't leave me," he begged selfishly. "I need you here."

Her reply was cut off as another blast echoed through the building and with an innate need to protect her once again, he covered her body with his own as a shower of splintered metal and concrete rained down around them.

"Go, Phil, please," she pleads, allowing a new type of urgency to permeate her tone. "I n-need you to go."

"No, Mel, I can't," he breathed, blinking back tears. "You know I can't."

And she did know. She knew exactly how hard this was for him. Garrett had been right, when he'd said she'd follow Phil to the grave. She would have rushed in blindly, welcoming it, if it meant that he wouldn't have to die alone. But the GH-325 had given Phil a second chance and she'd be damned if he'd waste it by watching her die.

He didn't hear them approach, whether from the loud noises around them or his own ability to block out the world, she doesn't know, but suddenly Tripp and Hunter are there and her own heart constricts painfully at her already unconsciously made decision. Motioning for Phil to come closer, she wrestled the icer at her side free of it's contraints and she's both happy and sad that he's so completely focused on her and doesn't notice her movement.

Using her good hand, she places it behind his head, pulling him closer so that she can whisper in his ear.

"Forgive me."

It's a quiet plea and as he pulls back, he's adorably confused, racking his brain for anything that she's done to ask for his forgiveness that he needs to remember. But there's nothing for him to think of or to recall. She can see the exact moment when he perceives the icer trained on him by the instant widening of his eyes in shock and the understanding that masks the pain swimming through the blue of his irises.

"May, I-"

She doesn't let him finish, unable to stand the broken quality his voice had adopted or the sight of his tears, as she pulls the trigger, and he's unconscious before his next breath. As his body falls backwards and goes limp, she turns her attention to the two men standing before her, tears now threatening to fall.

"T-take him and go," she demands weakly, angered when they make no move to do so. "Goddamit, I said go!"

She's touched when they hesitate, but their eyes fill with resignation and they nod without a word, before picking their beloved Director up and carrying him out of the building to safety. It's only when she can no longer see them that she allows her tears to fall, the salt stinging her broken skin as they slide down her cheeks.

She doesn't know how long she lies there, listening to the static travel through her broken earpiece, her body becoming weaker and eyelids as heavy as lead, before she hears an unrecognizable voice and footsteps approaching. She wonders briefly if she's hallucinating as two figures come into view, though fuzzy to her own tired eyes.

"Now, now, Agent May, don't cry. You'll see Coulson again soon."

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