Disclaimer: I own nothing of Marvel, I'm just playing in their sandbox and I never want to leave.

Any and all mistakes are mine as I have no beta.

Enjoy!

I want to touch the northern lights,

we can leave the world behind.

I want to know what it's like,

to walk away from this life.

Jaymes Young- Northern Lights

Not many people knew why Agent Melinda "The Calvary" May transferred to administration, trading in her Level 5 clearance for Level 3 access. There were theories of a mission gone wrong that maimed the specialist to where she could no longer do what she was trained for but the favorite seemed to be that she had an affair with her partner, Phillip J. Coulson. She could admit that from an outsider's point of view they were very close but it irritated her nonetheless that people assumed she cheated on her husband. It didn't help that Coulson, private man that he was, never responded to all the innuendos, blunt questions or snide remarks.

Not a lot of people knew exactly what Agent Coulson, now level 8, did on most of his missions with Strike Team Delta but they knew that his requests were outrageous. All of administration also knew that Agent Coulson was handpicked by Director Fury and praised multiple times by former Director Carter on paper for his fearless duty and loyalty to SHIELD. Knowing what they did about the man, no one in Administration seemed willing to deny his requests, leaving each packet in the tray until May wound up with it and she would deny or approve as needed.

It soon became routine for Agent Coulson's requests to be sent straight to the former specialist just to save time on processing it. May didn't mind, enjoyed it even. She knew that with Romanov and Barton at his side he didn't need half of what he was requesting but if he was anything it was prepared. Overly, sometimes but it had definitely saved all of their asses a time or two.

Whenever one of his request landed on her desk May would give a little grin, just a quirk of one side of her mouth, but it set rumors running. Gossips used it as "proof" of an affair. Truth was, however, that May knew it was Coulson's way of reaching out to her.

The man was completely unassuming; he looked like an accountant, was soft spoken most of the time, and he had a way of making people do his bidding thinking it was their idea all along. May also knew that while he looked harmless there was no doubt he was deadly. He was an Army Ranger for 6 years before joining SHIELD and just because he was better as a handler did not mean that he was afraid to get down and dirty with specialists from time to time.

But truly his specialty was subtlety.

Back when they were at the Academy taking Code Construction and Decryption they made their own cipher. Coulson excelled at that class but she had been struggling for weeks before he pulled her aside. "Maybe if we make one you'll be able to see how to take the steps backwards. First, the key. What do you want it to be? A number? A word?" His eyes had sparkled as she deadpanned "Steve Rogers." Even now the memory made her want to smile.

May looked up at her in basket as a SR-119 (supplies request, large ordinance), no doubt one of Coulson's, was dropped at her desk. She immediately put her other work to the side, complete with neon sticky arrows to indicate where she left off.

It was a typical Coulson request. He needed a boatload of C4 for "reasons that cannot be disclosed" for a surveillance mission in Berlin. Read: Barton wanted to blow something up. She got her red "REJECTED" stamp out and slapped that onto the paper. She flipped the page to read his detailed so-called request.

I, Phillip J. Coulson, by authority granted Level 8 clearance, request 9 M112 Demolition blocks in order to facilitate an extraction for my assets. The M112 Demolition blocks will be placed on non-weight bearing walls for maximum distraction but minimal injury to location and civilians.

Authorization Code: 00AX8-7QLM-YH22

Using their key of "S-T-E-V-R-O-G" she began the tedious task of cracking their cipher. She continued down the missive until she had some words and some nonsense. After eliminating the unnecessary letters she had a bare message of "Mis U. 9 at 1311. Am fine. B well."

She rolled her eyes and wrote in red letters at the bottom of his denial copy "Confirmed." It was a ritual of theirs from when they were partners to go eat and possibly get drunk at their favorite mom and pop shop after a dangerous mission. Even though May never went into the field anymore they kept going. Especially after Budapest.

After peeling away the white and pink forms she placed them in the out-box for her supervisor to collect at the end of the day. The yellow copy was supposed to go in the filing room to be alphanumerically sorted by authorization code but instead she reached over to her desk's lock-box, coded for her biometric reading and pulled out a thick manila folder. In it were forms just like the one she had in hand. Just looking into the folder, at the very first note that read "Hi Qiaolian" warmed her heart.

Deciding that she was not ready to face the last thirty minutes of her day editing training manuals she began going through the notes. Many were just check-ins but she took the time to read more than a few and welcomed the way the words gently sanded away her jagged edges.

"Hi Qiaolian"

"Desert. Sunbrn. Lotion my bk? Joke. B well." This particular request was for medical supplies relating to burns, all the way from Silver Sulfadiazine cream to Walgreen's home burn ointment. She suspected it was Barton. She had approved every single item.

"I colect strays. Archer and KGB."

"I love my job."

"Miss U." May's eyes crinkled in delight as she read the familiar words. This one was her favorite. It was delivered the very day after they had dinner. He had flown out in the early hours before she had even gotten up for work and the fact that he took time to hand write a request and submit it to her office before he left touched her. All just to say that he already missed her. Even now she felt the warmth tingle all the way to her toes.

"Cant feel feet. Too cold. Nat has warm thighs."

"Clint say hi."

"Stark sucks. Not cool."

"CipherS. Two."

"Flu. Im dying. Save me."

"U r an Angel. All my love." The smile she had been fighting finally won the battle. She remembered when Phil had the flu but his expertise could not be spared from duty. He was calling shots from an office while he coughed and sniffled his way through mission after mission. He had sent in a supply request for tissues, preferably lotion infused, cough syrup, ice packs and enough chicken noodle soup to feed an army. She approved what she could before ordering chicken noodle soup delivered to his door.

"Maria say u go date. Terrible. Will punch."

"Bcause U R my best friend. Ever."

"Yes, more than Cap."

"In Med. Melbourne. Leg broken."

"Miss U. Hap B Day. Sent flower. Like?"

May added the most recent note to the back. She let out a breath and pushed her chair out, ready to head home as the clock finally read 17:00. She shut down her computer and walked out, eager for the weekend, specifically for 13:11 on 9th at her favorite mom and pop shop.

-:X:-

The problem with giving up her Level 5 access for an admin position is that May was no longer in the loop about much. She was in a one of the many SHIELD offices in DC when the alien invasion of New York began. It was Friday and so naturally there was a thrum of energy in the office but May could tell something was off. A low buzz of whispers and worry began and seeped into the air until eventually the highest ranking officer in her building called for an assembly and aside from critical personnel they all watched the television with horror, fascination and dread as New York was torn to pieces.

May pulled her phone out of her pants pocket. 1 missed call. 1 missed message. Phil. She held the phone up to her ear. "Melinda! I am an idiot. I need you to come beat some sense into my stupid head. You always said I talk too much and you're RIGHT. Maria said you know already so yeah, Captain America, Captain Steve Rogers was on my quinjet this morning and I humiliated myself. Can you please make an emergency trip to New York and help me put myself out of my misery? Thanks, you're a pal. Stay safe, be well. Bye." May's breathe caught. The embarrassment and humiliation was apparent in his voice, as was the humor but none of that mattered. Phil was in New York.

Phil was in New York as the aliens were raining down upon the city and he did not have her at his side. The fear she felt was quickly, if temporarily, subdued by her rationale. She took a breath. Phil did not get to be a Level 8 agent by just his brilliant mind. He was an excellent fighter and very deadly with a gun. She was sure he had access to bigger weapons than a 9 mm. Still, her heart pounded in her chest and she found herself glued to the TV.

The battle lasted hours. Video coverage did not. The conference room speakers belted out AM radio reports and secure lines from the agents at the scene. May's palms began to sweat as a reporter began to talk about mass casualties from both debris and assault. Phones in the control room, separated from the conference room by SmartGlass, began to go off and she read the lips of the assigned agent. SHIELD had casualties. Many.

Field agent she may no longer be, May still had tricks up her sleeve. She quickly left the conference room and made for the "secret" command room that had direct lines to nearby active teams and HQ.

She entered an office without any trouble and reached a command station, active and tended by a few low level agents that mostly did IT when needed. She sat down at an edge unit and slipped the headset on. She pulled the mic down to her lips and activated her station.

Noise filled her ears. There was a woman shouting for updates on Target Loki and a man reporting that Barton remained compromised but the order to subdue, not terminate, still stood signed by Director Fury himself. May cleared her throat. "SHIELD HQ this is Station Delta Charlie 7 X-ray, clearance code Alpha Alpha November Echo Niner Oscar 3. Requesting to access live feed."

There was a few clicks until suddenly the noise died down to a voice she recognized. Agent Felix Blake. Competent and dedicated. An ass but she would definitely work with him again. "Delta Charlie, this is SHIELD Actual. Live feeds are on channel 4. What is your purpose?" She quickly threw out an ordinance number. She heard Felix sigh. "Affirmative. Director's pet project, the Avengers Initiative, is supposed to finish this. Send your people as back up just in case. We cannot let this invasion spread beyond New York." There was a pause and a few clicks.

May heard another operator reporting to Felix. "Sir, we have a direct message from Deputy Director Hill. Permission to broadcast?" There was another click before suddenly she heard Maria's voice.

"This is SHIELD Hotel Alpha Whiskey, grid unit 9. Agent-in-charge is down, I repeat… Agent Coulson is down. Requesting immediate command transfer. SHIELD Hotel…" May couldn't breathe. Her hand froze on the controls and her head swam. She licked her lips.

"Deputy Director," she heard herself say. "What is the status of Agent Coulson?" she asked. She didn't know if Maria could recognize her over the comm system or if she herself was getting emotional but she didn't question her identity or security clearance.

"Agent Coulson was KIA." The breath left May's lungs. She wanted to refuse the oxygen that tried to fill her lungs but she found herself gasping for breath. She pulled the headset off her ears not caring about the pain that sparked in her scalp as her hair got caught. She pushed her chair away from the communication unit and stumbled away. There was safety and stability in her cubicle. She could collect herself there.

It was nearing 03:00 by the time May became aware enough to see the office slowly emptying. Critical personnel were still at their stations, shift change staggered as to not hinder the influx and dissemination of information. Rosters were being cross-referenced, supply orders were being expedited and the phones never seemed to stop ringing.

Through it all May sat at her desk, thick manila file in her hands. The papers, worn and fading from frequent handling were scrunched from her grip. When most her floor was engulfed in darkness she too shut down her work station and began to make her way to her apartment.

The darkness of her house was no more welcoming than the office had been. It was even worse here, though, because Phil had ingrained himself everywhere. The small antique table by her door was scuffed on the leg from Phil constantly forgetting it was there and kicking it when he entered her small hallway. The low table in the living room seemed out of place without any paperwork covering its surface and the couch never got as much use as when Phil was there to sprawl across it. She was positive there was a tie stuffed into the cushions somewhere.

With all the grace her training granted her, May slipped into her room and went through her nighttime routine. She skipped dinner and silently slid into bed. She settled herself against the single pillow and closed her eyes.

Three days later she went to a large memorial for all the SHIELD agents who died in the battle. After the closing of the memorial a select few were granted access to a private funeral of Level 8 Agent Phillip J. Coulson. It was a terribly small group and even then a few of the people there May felt like kicking out because they didn't know Phil, they just worked with him. Most of them didn't know that he liked blankets rather than comforters, that the silvery scar on his neck wasn't from a mission but rather a feral kitten he rescued from the rain or that his love for Captain America wasn't just because of his father.

She held her silence and dropped dirt onto the casket. She stood between Barton and Romanov, all three of them stone faced. Thor said a warrior's prayer and asked a Valkyrie to take Phil to the grand halls of Valhalla and Doctor Banner dropped a bracelet of some sort into the grave. Captain Steve Rogers stood saluting until they filled it with dirt. Stark had paid for the stone, a nice black granite with pretty words on it. The birthday was from the SHIELD records and Melinda didn't feel inclined to let anyone know that it was wrong.

Pepper embraced everyone, even May whom she had never met but seemed to understand was as close to Coulson as the Avengers were, if not more so. Director Fury made an appearance. He touched the headstone and muttered something to himself. Maria Hill, the shadow to the master of secrets, did the same but she had to wipe tears away. Melinda envied her that; her grief was present, she was able to show it. But May felt like a husk, she had no tears to shed and that must be indicative of something wrong with her. Maybe she was right and Bahrain did take away her humanity.

She and the remaining members of Strike Team Delta were the last ones there. Romanov seemed to be the one in charge because May was sure she and Barton would've stayed there forever if they could, their eyes tracing the lines of Phil's name on the headstone. She led both of them to a black SHIELD SUV and before she knew it May was back at her apartment staring into the dark from her couch. She got dressed into her work out clothes and began Tai Chi.

Time means nothing during meditation. Minutes can turn to hours and creep into days. The same went for grief. May did not know how many days had passed the next time she rose to consciousness. She stood at her front door, staring into her dark apartment. The folder full of deciphered notes from Phil –she felt a sharp pang of hurt at the name- sat upon the low table in front of the couch. She stared at it until her attention zeroed in on the smudges and curled edges where she had fiddled with it on more than one occasion.

It seemed like such an out of place thing to do but the sudden need to organize the file struck. May quickly moved forward, wiping the centerpiece from the small table onto the floor. She ripped the folder open and quickly got to work. Her hands trembled as she handled the files but she willfully ignored it. She had to get them organized, after that she could worry about herself.

Check-ins, Favorites, Clint Notes, Natasha Notes, Strike Team Delta Notes, Birthday Wishes, Status Reports, Misc; every application had a stack to go in. A flash of headlights traveled across her walls. As the last of the light faded May sat up, fists at her sides. She could feel the bubble of emotion welling up in her gut ready to break free and have its way with her body. Her legs felt like jelly and her body ached. She opened her mouth to get some air but all that she could conjure up were choked gasps until suddenly she screamed.

The sound that ripped through her was jagged and raw, setting her own teeth on edge. It ripped through her throat like a whirlwind of glass and she could swear she tasted blood. When she ran out of breath to voice her pain she collapsed onto her hands and knees, panting. She struck the floor with a fist, clinging to the pain that rippled up her arm. She did it again, this time with the other.

Again and again she hit and kicked and screamed her anger and sorrow. It wasn't enough. And a part of her knew it would never be enough. Because Phil was gone. The thought swam through her head until she was dizzy and sick to her stomach. She leaned her back against the couch and put her head between her knees. A bubble of laughter came through her lips as the thought occurred to her that the last time she was feeling this sick Phil had blown off a date to come take care of her.

Because she was his best friend.

And she let him die because she couldn't suck it up and stay in the field after an Op gone bad.

The tears started falling. They fell in drops first, splashing down onto the polished wooden floor until they started tracking down her face in hot messy trails. She gritted her teeth and lifted her head to wipe the tears away. Fuck you, Phil! The thought was sudden and heated.

Melinda May did not cry. How dare he make her care this much! She hadn't cried when Andrew left or when her mother forced her out of her self-imposed exile after Bahrain. She damn well didn't cry when a paper pushing Captain American fanboy went and got himself killed.

She could feel the blood run down her chin as she bit her lip, trying so desperately to hold in the sobs. Her gaze fell on the stacks of notes on the table and she gnashed her teeth together. She launched herself forward, hands grabbing at the piles and ripping the papers. She couldn't seem to stop herself as she began ripping more and more of the pages, destroying them so she would never see them again because if she couldn't see Phil again then what was the point!?

She hadn't realized she had started shouting but a sudden and unexpected order was shouted in her native tongue at her startling her so much that she stopped pulling the papers apart. The pieces floated to the floor, stained with blood and tears and reeking of sorrow and frustration.

She turned to the voice, surprised to see Fury standing in her doorway, eye patch ever present but he was dressed in black jeans and a black t-shirt. She subconsciously counted the weapons he had hidden on his person. Her body automatically settled itself at attention but Fury waved off the behavior.

"I'm not here as Director of SHIELD, Melinda. Yet, anyway." He began, staring her in the eye. She could respect his composure at having found one of his best agents shouting, crying and ripping up official SHIELD paperwork in her living room like a child. "I'm here about Phil." May was amazed at how even his voice was as he said their friend's name. As it was, her chin quivered.

"He is dead." She said. Her voice was raw and raspy. She followed Fury with her eyes as he stepped into her space, barely leaving inches between them. She looked up into his eyes, daring him to contradict her. She heard it, damn it, from Maria Hill herself.

"He was." The realist, the agent within her, protested at the small spark of hope that the woman she was felt. Unbidden her hand gripped Fury's wrist. He placed his other hand over hers and ran the pad of his thumb over it. "We brought him back, Melinda. He's in surgery right now."

There wasn't enough air in the room. She stumbled back, searching for something to support herself on. Careful not to rush her Fury grabbed her forearm and guided her down onto the couch. The weight that had been crushing her heart and freezing her body from the inside out began to bleed away. Phil was alive. It was exhilarating and unbelievable.

"Nothing is set in stone yet. We had to do things, Melinda, that I never thought I would be willing to do to a friend. I did them as Director. And now…" He looked away. "I need you, as his friend, to protect him from himself. Don't tell him what you know." He pulled a folder out from under his shirt where it was tucked into his pants and passed it to her. The file was warm from his skin but rapidly began cooling as May flipped through the pages. "To do that, I need Agent May." May looked up at the man, worry now seeping into her veins.

"What did you do, Nick?" She whispered. He sat down on the low table so their knees were touching. "Nick, what did you do?" she repeated as he took her hands in his. There was a strange dichotomy of his character right then; Nick, her and Phil's friend, holding her hands but Director Fury, the sharp Agent of SHIELD, staring down at her. May realized it was because Nick couldn't stomach what he had done unless he used his position as a buffer.

"What I had to do to keep Coulson alive." He squeezed her hands. He frowned dropped his gaze. "It's called Project T.A.H.I.T.I."

May listened with a growing sense of dread. He explained the purpose of the project and a little of the process, leaving out parts and right out telling her that she did not need to know. He told her about how her best friend will, after the surgery he was currently under, suffer so drastically that he may never be the same. It came out in a long speech, rarely did the Director stop for questions or explanations. May knew it as a defensive technique; he would not have be able to tell her in bits and pieces. If he paused he might not make it through to the end. She respected his resilience.

She began crying again as she browsed the photos in the file. These tears were not for her but for Phil; the man who trusted so openly but so rarely. He would be trusting a man who put him through pain and experiments as both a friend and a boss. Then there was her, and truly the thought of what she was ready to do made her want to vomit, the woman who was supposed to be his best friend was going to lie to him and spy on him.

She'd do it a thousand times over because God damn it all, Phil was alive.

Fin.

I was so nervous about this fanfic! I, as I am sure many of you are familiar with, ADORE Philinda with all that my heart can take. I was so upset that we didn't get much information on how Melinda was told Phil was dead and then suddenly not and I got this image of Melinda at her home tearing up letters Phil wrote her and screaming and then this sort of happened.

Please let me know what you think! I do hope you enjoyed the read!