A/N: This fic has been a killer but I am SO pleased with it after two weeks of writing it. Based on a headcanon I created with Lilly that kind of just expanded to smut? But also makes up for the fact that we did not get the angry Melinda response to Phil going into the machine that I expected/hoped for. Story title from I Don't Wanna Be In Love by Dark Waves.

Disclaimer: I own nothing but parts of the idea.

It's late; his office is dark aside from the lamp on his desk, and he's exhausted, but there's a file he has to read over, and he's been talking with Jemma for an hour about the map, unaware of just how late it had become. He's sifting through the things on his desk when he finds it; a stark white envelope with no writing on the outside of it. It's unsealed, the flap simply tucked into it, and he opens it slowly, more than familiar with the handwriting scrawled across the crisp white sheet he unfolds.

He's reading Melinda May's resignation from SHIELD.

He's out of his seat before he can properly form a coherent thought, heading for his room almost on autopilot. He can't remember the last time he slept in his bed without her beside him; in the months that the carving had started to take over, they'd both found it easier if she stayed with him. They'd hid it from the team, obviously, but every night he'd fallen asleep with her breathing beside him and her body heat never far from him.

His sheets smelled like her, she had a drawer in his dresser; it was a comfort he hadn't expected, and one he didn't want to give up. It was merely sleep, but it felt like more than that, though they'd never explicitly spoken about anything. It had just been unspoken between them; everything always was.

The door to his room is half-open; he pushes it out of the way and finds Melinda crouched over the drawer she'd kept a few things in, a cardboard box near her feet. She barely reacts to the sound of his footsteps; just squares her shoulders and continues what she's doing.

"What is this?" he asks, holding up the envelope that hasn't left his hands.

"I'm assuming you're referring to my resignation?" she asks, eyes remaining on her task. "It's fairly self-explanatory, Phil."

"You can't just quit," he replies, stepping into the room and shutting the door behind him. "I won't allow it."

At that she stands, turning to face him with her hands on her hips and her face unreadable. Her hair is loose around her shoulders and she has on that purple shirt that he loves, and she looks tired.

"Are you saying that as Director Coulson or as Phil?" she asks, and the question throws him off guard. She folds her arms, shifting her stance. "You said you needed me to take you out. You've clearly solved that problem. I'm no longer necessary."

"You're always necessary, May," Phil answers and she huffs, low in her throat.

"Well, if I was necessary, you wouldn't have waited until the moment I was gone to go into that god forsaken machine and nearly gotten yourself killed in the process. You wouldn't have forced Skye and Jemma and Fitz and Mack to stand by and do something you all knew was dangerous," she replies, throwing her words at him harshly. "Stop trying to placate me, Phil."

"May…"

"Phil, you don't need me anymore," Melinda says, abruptly lowering her volume and sighing softly. "You're cured. You're perfectly fine. I'm not needed anymore."

"That's not true," he argues, taking a step toward her. She stiffens slightly, and he stops moving, hands still reaching towards her. "You know that will never be true, May."

"Will you please just accept my resignation?" she asks, something akin to defeat in her voice as she steps away from him, widening the distance between them. "I'd like to leave before the others are awake."

"Leaving in the middle of the night always was your style," Phil says under his breath, but he knows she hears him because she turns for the door. "That was low. I'm sorry."

"You're just being honest," she replies, shrugging her shoulders but not turning around. "So will you accept my resignation?"

"No," he answers, and that causes her to turn around, eyes dark with anger.

"Why not? What is my purpose here now? We've spent months in the same bed but never discussed it, I watched you start to lose your mind and we never discussed it, and now, the moment I leave, you endanger your life and suddenly everything's just magically better?" she asks, practically spitting the last words out. "You don't need me Phil. You rarely ever have. Maybe it's time I learned to not need you."

"I have always needed you, Melinda," he says to her retreating back, watching her freeze at his use of her first name. "From the moment we became friends at the Academy I have always needed you by my side. You were my best friend back then- you helped me through my mother's death, you're the reason I passed Hand-to-Hand, and you have always and will always been my partner."

She still won't turn to look at him, but he keeps going.

"Watching you lose yourself after Bahrain was singlehandedly the worst thing I have ever experienced. I had to watch my best friend destroy herself and every single relationship around her, and I was powerless. I needed you, Melinda, and I had no idea how to reach you anymore, until that one night. And then you left me."

"Because how could I stay?" Melinda answered, spinning around to face him. Her eyes were wet though no tears had fallen, and she looked crushed. "I loved you and I had used you and all I wanted was our friendship to stay intact. So I ran, and I hid, and you found me anyway, all those years later. You told me you needed me, Phil, but you don't anymore. That mission is done. I can't stay here any longer and live this pretend life where I crawl into bed next to you and we ignore that nothing is okay."

Phil opens his mouth to say something but Melinda shakes her head, swallowing and curling her fingers into fists.

"I don't care if you accept my resignation or not. I'm leaving."

She turns on her heel and begins to walk away, and he feels something in his chest shift; a fissure erupts where his heart is supposed to be and he inhales sharply.

"I won't accept it, Melinda, because I do need you here. I need you here because I'm in love with you," he says, and he sees her freeze, though she doesn't turn back to him. "Please don't leave, Melinda."

She turns slowly, facing him with wet cheeks and dark eyes.

"You can't just fix this with words you think I want to hear," she whispers, and he swallows, moving towards her. She doesn't move away, though she doesn't move towards him either. He raises his hand to her cheek, thumb gentle as he brushed away the moisture there. She leans into his touch ever so slightly, exhaling shakily.

"I'm not saying it because I think you want to hear it," he replies softly, gently tilting her chin up so she would meet his gaze. "I'm saying it because I mean it, and I should have said it a long time ago. I love you, Melinda May. I have for a very long time."

She looks at him for a moment, eyes searching his, before she shifts closer to him; her arms slip around his waist as her head finds the crook of his neck. His arms wrap around her shoulders and pull her closer until she's entirely pressed up against him, wrapped in his arms with her breath warm on his neck.

"Please don't go," he murmurs, mouth near her ear. She shivers, shaking her head and clinging to him harder. "Not just for me. Stay for the team. For Skye. For everyone. They all need you too. And I need you. I can't do this without my partner. I can't do this without you."

She pulls back to look up at him, sliding one hand up his chest to cup his cheek, thumb brushing along the stubble on his jaw before she offers him a small, tired smile.

"I'm not going anywhere," she replies, hand moving to the back of his head. She tugs him down and their lips meet, and it's like stars exploding. She tastes like tea and honey, and she's so warm pressed against him; his fingers grip the shirt at her waist, scrunching it up and groaning low in his throat at the feel of her skin against his fingertips.

"Good to know," he replies when they break for air, slightly out of breath as her hands slip around to the front of his body, fingers setting to work on the buttons of his shirt. He lets her push the shirt from his shoulders, leaving him in a t-shirt and his trousers, his shoes still on.

"Lock the door. I'll be right back," she says quietly, fingers tugging lightly on his belt before she steps away; she grabs a small bag from near the door and disappears into the bathroom, shutting the door softly behind her.

He locks the door and dims the lights; he's turning down the bed when the bathroom door opens, and he stops breathing for a second.

She's ditched the jeans and shirt she was in, and slid into what is possibly the sexiest thing he's ever seen her in. She's in dark red silk, black lace trim settled midway down her thigh and over her breasts, thin straps displaying her sharp collarbones.

"Fuck, Melinda," he swears softly, feeling all his blood rush south. She bites her lip, tucking her hair behind her ear as she moves closer to him, hands resting on his chest.

"I was kind of hoping that's the direction this was going," she replies, hands tugging his shirt from the waistband of his trousers and tugging it over his head, leaving him bare-chested. His hands span her waist, tugging her closer, and she moves willingly, pressing her mouth to the skin of his shoulders as he sighs.

She presses kisses down his chest until she's kneeling in front of him, face parallel with the scar that dominates his torso. He guesses what she's doing a moment before she does it, but doesn't stop her as she presses her mouth to the scarred flesh. He closes his eyes as he threads his fingers through her hair, the soft strands wrapping around his hands.

"I love you too," she murmurs into his skin, looking up at him with bright eyes, cheek pressed to his abdomen. She lets him tug her up before he kisses her, tongue running over her bottom lip until she opens up to him, arms wrapping around his neck as she presses against him.

Her fingers undo his belt as he walks them backwards towards the bed, lowering her gently down onto the mattress. She tugs his belt from his pants, biting at his lower lip as his hands skim up her body, tugging playfully at the straps of her nightgown. Her hands get caught between them as he shifts his body weight over her, mouth latching onto her neck. "Phil, take off your pants. You're overdressed."

He chuckles, low in his throat, before moving off of her and tugging down his zipper, shoving the trousers off of his hips and leaving him in dark blue boxers. Those fall to the floor next and Melinda hums appreciatively; he rolls his eyes, moving to lie beside her where she's shifted to rest her head on the pillows.

"Now who's the one that's overdressed?" he asks, tugging at the hem of her nightgown as his mouth brushes along her collarbone. She sighs, low and breathy, hands coming up to twine in his hair as she tilts her head back to give him more access.

"I believe it's your job to fix that," she murmurs in reply, inhaling sharply when he tugged the strap from her shoulder with his teeth. "That's the right idea."

He grinned against her skin, mouth moving to the swell of her breasts, tugging down the other strap until the satin was a puddle around her waist. He tugged it free from her hips, leaving her bare to his gaze; he pressed his mouth to hers again briefly before kissing his way down her body. He followed the pattern of her scars; some he knew and remembered, others from after the time when he lost her. His mouth was gentle over the scarred skin, his hands reverent against her hips.

He parted her thighs and pressed his mouth to her hips; he lifted his eyes up to look at her face, smirking into the skin of her inner thigh at the sight of her eyes half-closed in pleasure. He kissed the crease of her leg before biting at the skin, leaving a red patch before switching sides, giving her right leg identical treatment.

He's fairly certain he's never anything as arousing as the way she moans his name when his tongue slips through her folds, right up until he sucks her clit into his mouth and then she says his name with this high-pitched noise that sends all the rest of the blood in his body to his cock. The last time they'd been in bed together, it had been more about comfort rather than anything else. Now, he catalogued everything she liked, what noises she made with each movement of his tongue, the way her hips rocked against his mouth as she got close to orgasm, the look on her face when she climaxed, her fingernails digging into the back of his neck and her back arching off the bedspread.

"You can do that every day," she says, breathless as she tugs him up to kiss him, moaning at the taste of herself on his tongue. He laughs, kissing her again and again and again as he hovers over her, their skin pressing together. He groans when she wraps a hand around his cock, burying his face in her neck as she slides her hand up and down a few times.

With a little maneuvering she has him on his back, straddling his waist as she looks down at him with a soft smile. Reaching down, Melinda lines them up and sinks down onto him, gasping his name softly as her hands press against his chest. His hands find her hips as she pauses, and he relishes the feeling of being inside her.

He hasn't had sex since before he'd died, and it's been over a decade since he'd last been with Melinda. She's familiar but different- they're both different, and he's glad for the stability she brings him whenever he looks at her. She's always had his back, but now she's by his side at well, he finds he likes that better.

She's starting to move faster, her hips rocking down harder onto his, his name falling from her lips constantly when he rolls them; he cradles her head with his hand, pressing her down onto the mattress. She gasps, moaning against his mouth as he lifts her leg over his hip, angling his thrusts so he brushes against her clit with each downward stroke.

It doesn't take much more for her to come; she clings to him, letting his weight settle over her as he finishes after her, her name a low groan on his lips. She holds him close, kissing him as they catch their breath, relaxing into his sheets.

He rolls off of her after a moment, and she leaves to clean up; she comes back dressed in one of his shirts and he tugs on a clean pair of boxes before rejoining her in the bed. She curls into his side and rests her head on his chest, pressing a kiss to the underside of his jaw. He sets two alarms and shuts off the bedside lamp, curling around her and pressing a kiss to the side of her head.

"I'm glad you're staying," he murmured into her hair, feeling her shift even closer to him. "I love you."

She doesn't respond, but the kiss she presses over his heart is answer enough.