To say it had been a while would be an understatement. He tried not to let his brain do the math, too afraid of what answer it might reveal. In his younger days, when this particular activity occurred more frequently, Phil would have been better conditioned for this sort of thing; but considering his (regrettable) hiatus in recent years, he was more than a little apprehensive about how well he'd be able to perform. And this anxiety was only increased when he thought about his audience. After all, who would want to disappoint a woman like Melinda May?

He lowered himself to the floor and began his stretches as he watched her lay out the mats. There were no windows in the cargo hold, but it was still obviously before sunrise because the bus hadn't come out of its midnight thaw yet. He could feel the sharp coldness of the metal floor through his cotton shorts, and goose bumps rose to cover his exposed arms below the hem of his t-shirt sleeve.

Agent May, however, didn't seem to notice the cold, despite being clad in similarly light clothing. She wore her sleeveless black top with her hair pulled back into a ponytail. Her gray workout shorts revealed the smoothness of her long and beautiful legs, two things she was not prone to exhibit. Coulson allowed his eyes only the briefest moment of recreation before forcing them to divert.

Within a few minutes, the mats were laid out and May was joining Coulson on the floor for her own stretches. "Been a while?" she asked, watching as he spread his knees apart in a relaxed butterfly stretch. She had remembered him having better range than that.

He shrugged with a tiny smile. "Maybe a little," he admitted.

She sat in front of him and mirrored his pose, noticing how his eyes immediately went up to the ceiling, tilting his head back and inhaling deeply. She wondered, for a moment, if he was deliberately trying not to look at her, or if he just wanted to get in a good neck stretch.

They each moved on to various other stretches, occasionally enlisting the help of the other to really push the stretch to its best position. And soon, they were ready to actually begin. Applying the subtle pads to their fists and feet, each agent took the appropriate place at opposite sides of the mats. As they bowed to each other simultaneously, Coulson let a quiet thought pass through his mind, What the hell am I thinking?

As soon as he came up from his bow, the match had begun. They both bounced lightly on their toes as they circled each other strategically. May made the first move, crying out and rushing towards Coulson. She leapt into the air with an agile forward kick to the chest.

If Coulson had been startled by the kiai (which, truthfully, he had been) he didn't let it throw him off too much. The agent brought his defenses up just in time to block the kick with his forearms.

May didn't let the collision go without a point, however, and managed to plant a solid punch onto his shoulder as she came back to the ground. As the two broke apart, May easily dodged a sidekick from Coulson.

Truth be told, he was grateful she had dodged it. His form in that kick had been awful, and he was pretty certain he could have broken his ankle if he had made contact. Man, get it together, Coulson, he berated inwardly. Taking a second to regroup, he approached her and executed a flawless left roundhouse kick, which she blocked at her hip. But while her hands were occupied with the block, Coulson kiaied and landed a firm, right-handed punch to her ribs.

May stumbled back from the force of his impact. She raised here eyebrows subtly with a small, congratulatory nod. Coulson just smirked in reply. The two came at each other again, each demonstrating expertise not only in their striking, but also in their ability to predict and dodge. It had only taken a few minutes for Phil to recall his old skill. He knew she had been taking it easy on him while he wiped away the rust, but ten minutes into the match, both agents were going at it full force.

To an outside observer, there were times when the movements of the two agents might have even appeared to be choreographed, with all of the deflecting and evading that took place. They kept applying the pressure relentlessly, striking with expert discipline and force, with single sets of attacks and counterattacks being exchanged for full minutes at a time before they would finally break apart again. They covered the complete area of the mats, ducking and spinning and even leaping occasionally.

Coulson attacked May with a rapid series of punches, two making contact to her gut and one to her cheek. Without hesitation, May countered with an elbow to Phil's ear and a knee to his stomach. The air left Coulson's lungs like a deflated balloon. He hadn't even braced for a hit like that.

"Time," May said, taking a step back as Coulson doubled over to catch his breath. She also took a moment, panting from the workout, and the lights of the cargo hold shimmered off of her chest with each breath. Phil was really making her work up a sweat.

He wondered, for a second, if she had called time for him or for herself; but at this point, he wasn't going to complain either way. It felt like his lungs weren't big enough to intake how much air he actually needed. He coughed a few times from the shot sent to his gut, but he managed to keep breathing steadily until his brain stopped panicking. He looked up to see May re-administer her ponytail, which had shaken loose during the fight, and rub her cheek softly where Coulson had hit her.

"You okay?" he asked breathlessly, with his hands resting on his knees. It wasn't the hardest punch he had ever thrown, but it was still face contact. This was just supposed to be a friendly sparring match. He didn't actually want to hurt her.

She nodded after catching her own breath, "I am, are you?"

"Just peachy," he answered, straightening up with his boyish grin. The ringing in his ear was just now starting to die down, but he didn't find that worth mentioning. "You know, for a woman who's spent the last few years behind a desk, you've certainly kept up with the disciplines."

"Good stress reliever," May explained with a shrug. "And you know how it is, some things just stick with you...even to the afterlife, apparently," she added, giving him a pointed look.

Coulson arched his eyebrows exaggeratedly. "Funny," he said with a nod, obviously not meaning it.

She merely smiled and rolled her eyes.

"So," he said, pounding his padded fists together once, "We getting back at this, or what?"

She tilted her head slightly and raised one eyebrow. "You that eager for another beating?"

"So, so eager," he replied, closing his eyes and shaking his head lightly with a smile.

Now the other eyebrow raised. Flirty Phil, she mused, haven't seen that in a while. Without a word, she simply took her place back on the mat.

Both agents bowed to each other again before taking their stances, but this time, something was different. Phil could tell from the subtle change in her form that she was switching from karate to kung fu.

Aw hell, he thought, and May smiled cruelly when she saw it register on his face. She, of course, preferred the Chinese martial arts, but most of Phil's training was in the Japanese styles. He had a harder time reading her when she used kung fu; a fact which, of course, she knew very well. It was the Agent May equivalent of having the gloves come off.

He was determined to not let her get the first hit this time, though, so he closed the distance between them rapidly and threw a couple kicks and punches before one finally landed on her hip.

Her style was more fluid and animated this time, and he had a harder time keeping track of her movements. As a result, she got in several good hits to his chest. But after a few minutes of this, he was finally able to foresee one of her attacks. Lifting his arm, he allowed the kick to connect with his side before trapping it with his arm. Melinda hopped on her other foot to keep her balance, inwardly berating herself for being so careless.

"None of that," Phil huffed with a fatigued smile. He drew one finger up the bottom of her foot, from the heel to the toe, before shoving her leg away. His smile grew when the tickle had the desired effect and she screeched out a laugh at she stumbled backwards. It had been a very long time since he had heard that laugh. He made a mental note that the foot thing still got her.

Melinda May, on the other hand, was not amused. She caught herself just a split second after the laugh escaped, and all joy faded from her face. It was replaced with an evil, evil scowl as she eyed Phil Coulson threateningly. She didn't appreciate people piercing through her hard-earned facade. His own cheeky grin also dropped (which was good, because she probably would have killed him if it hadn't), and he suddenly looked like he was beginning to regret his actions. May ripped the padding from her hands and tossed it to the floor as she charged at Coulson in full speed.

The man's eyes widened and he just stood there, dumbfounded. May cried out aggressively as she dropped to the ground and spun a swooping kick to the back of Coulson's legs. Almost before he knew what was happening, Coulson was staring at the ceiling of the cargo hold, crashing down onto the cool, matted floor with a massive thud.

In an instant, May was on top of him and their sparring match was transformed into a grappling session. Coulson struggled to remove the padding from his own fists as she started to straddle him. But he managed to rip the Velcro and toss it aside before she was fully in a dominating position. "Feet," he said breathlessly.

Surprisingly, May actually complied with the rushed request and she eased off of him slightly, allowing both agents time to remove the padding from their feet. Grappling was all about grip and strength, and the pads just got in the way. Once both pairs of feet were freed from their coverings, the agents wordlessly tangled again in a fit of flexing limbs, vying for the upper hand.

The two rolled around on the floor, flipping each other around and trading positions frequently. The skin of their arms and legs was slick from perspiration, and even the firmest grip easily slipped. One moment, she had him pinned down in a side-control grip, and then the next, he was grabbing hold of her inner thigh to leverage her off of the ground and flip her onto her back. He pressed her torso against the floor with the weight of his chest as his legs struggled to work their way into a straddling position.

Phil's heart pounded harshly in his chest. As long as it had been since he had last sparred, it had probably been even longer since he had grappled; and his muscles, though generally well conditioned, were not accustomed to this level of uninterrupted exertion. It was an intense test of his stamina, and Phil hadn't really prepared himself for it. Not to mention the fact that this was, by far, the most physically rigorous thing he had done since New York, and the subtle, dull throbbing somewhere deep within his chest was reminding him of that fact. If May had known his wound was starting to bother him, she probably would have backed off. But the pain still wasn't strong enough for Coulson to feel induced to comment; and besides...he was enjoying this too much to make it stop.

He finally managed to get past her defenses and cover the lower half of her body with his own. He straddled her and pinned her arms above her head firmly. A smug smile spread across his face as he looked down at his victory. He panted lightly and watched as a drop of sweat dove off his brow and splashed onto hers. It struck him, not for the first time, just how stunning Melinda May truly was. Her lips pinched into a tight and determined grimace and her chest shimmered as it heaved up and down. Staring down at her, his smile slowly faded and his expression became suddenly very serious. His eyes fixed on her mouth as the grimace melted away and her lips parted ever so slightly. It was a beautiful mouth. Now, Phil Coulson found himself fighting a different sort of fight.

They stared at each other breathlessly, as both of their minds left that room and went to a different place. Again, Phil tried not to let his mind do the math...

...But the match still wasn't over and, not surprisingly, May wasn't in a submissive mood. After blinking and successfully pulling her mind back to reality, she was ready to get out of that hold. Thrusting her middle upward, she lifted Coulson off of the ground with sheer core strength.

The other agent's eyes widened at the impressive show of force, but May's own eyes were pinched tightly shut in concentration. Coulson was grateful for this, because he was oddly turned on by her display, and he was afraid his face might have shown it for a brief moment.

Once she had raised them to a suitable height, she twisted her body like a corkscrew and rolled out from underneath him in midair. His grip on her forearms slipped easily, and he came crashing down to the ground. With a lightning-quick spin on the slick mat, she raised her legs and wrapped them around Coulson's neck in a scissor-hold.

He instinctively brought his hands up to try to pry himself loose, but the pressure she applied was too strong. She watched with a small, satisfied grin as he squirmed to get free. She loosened her grip slightly when she noticed his face growing red. "Ready to give up?" she asked in a cocky tone, at least, it was cocky for Melinda May.

Coulson simply lifted his gaze to meet with hers. He rolled his eyes when he saw the smug look on her face. More than anything, he wanted to wipe that goofy smile off of her face. He continued to struggle to free himself, trying several different tactics, all of which failed. May just continued to apply the pressure, now convinced that she had won. You know what? Screw it, Phil thought at last, and he turned his head to place a chaste kiss against the inside of her thigh.

Startled, Melinda May gasped and dropped her grip, scooting back slightly on the mat.

Coulson brought a hand up to his throat and rubbed it sympathetically as he too sat up and looked over at his partner.

May managed to wipe the surprise from her expression only shortly after he looked at her. She watched a cheeky grin spread across his face as she raised an accusing finger towards him. "That was cheating," she informed.

Coulson shrugged, "Not at all. An agent is expected to use any means at his disposal to overcome an adversary. Pretty sure I read something about that once."

She wagged the finger at him as she rose from the mat. "You play dirty, Phil Coulson."

He too stood up with a low chuckle. There was a joke somewhere in there that they were both discretely choosing to leave unsaid, but not without exchanging a knowing look and smile. They each retrieved their discarded fist and feet pads and placed them in a box before picking up the mats and putting them away.

"So, what did you think?" May asked, "Did you manage to burn off all that extra energy?"

Coulson inhaled deeply and tipped his head to the side. "I don't know about all, but it's a start," he said.

She turned and eyed him carefully. "That sounds like a challenge, Agent Coulson."

"Does it?" he asked innocently. "I was thinking more along the lines of an invitation."

Slowly, the same subtle smile spread across both of their faces. That was answer enough for him.

Thanks for reading! Please review, and let me know what you think!