Just realized I never put up a disclaimer in Chapter 1. characters don't belong to me, unfortunately.

Thanks so much for the reviews.

Sleep didn't quite come to Phil as fast as May would have liked. She was reluctant to let herself fall asleep until she heard him settle down. She stayed where she was as she heard him get up and walk around the bedroom. The light from his bathroom flicked on and she heard the rattle of a bottle of pills. The water turned on for a few seconds and then the room went dark again. Part of her wanted to go check on him but she decided to let him be. After all he had called out for her when he first woke from the nightmare. If he needed her, he knew where to find her.

Despite her best effort, may drifted off with Phil still struggling to settle down.

Phil did fall asleep a little before 3:00 AM thanks to the Compazine, two Advil and sheer exhaustion.

May woke up with a start; it took a few seconds for her to remember where she was, and more importantly, why. She sat up and looked around. The door to Phil's room was still open and in the dim light from his desk lamp she could see his sleeping form curled up on the bed.

She couldn't shake the feeling that something just wasn't right. Knowing she'd never get back to sleep without checking on him she stood up and headed to his room. A quick glance at her watch told her it was 3:53 AM, which meant she had been asleep for about an hour and a half. She sent up a quick prayer of thanks for the fact they were safely on the ground. She couldn't imagine trying to make it through the night while piloting the aircraft.

"I'm awake," Phil said, startling her as she had been convinced he was indeed sleeping. He stretched out on his stomach and pulled his left arm out from under the covers. He patted the other side of his bed, a wordless invitation for her to come in and sit down.

"How in the world are you awake? Did you sleep at all? Do you feel okay?" May rambled as she settled herself against the headboard, hugging a pillow to her chest.

"Uh, I don't know, a little, not really," Phil stated carefully after a pause, doing his best to answer the questions in the right order. Not that it mattered all that much, by the time he got around to answering them, May had completely forgotten what she'd asked anyway.

May just started laughing at his reply. She reached over to mess up his normally perfect hair.

"I did sleep a little, I think. I feel like crap," he admitted with a sigh and he rolled over on his side to face her. May pressed her hand against his forehead. He was a little warm but he was also bundled up under the covers.

"Did you get sick again?" she asked. He shook his head. "Nightmare?" Phil shook his head again. "Want me to go back to the couch?" she asked, even though she was pretty sure what the answer to that question was going to be. Once again she got a shake of his head. "Okay, I'll be right back," she said as she pointed in the direction of the bathroom.

While she used the bathroom Phil pushed back the gray comforter on the other side of the bed. He drank a little of the ginger ale and blew his nose.

May came out of the bathroom, not at all surprised to find he'd pushed back the covers. She settled down once again, sitting up against the headboard, pillow clutched to her chest. Leaving the comforter down by her knees was her way of setting limits, drawing a line. Whatever her reasons were went out the window when she realized she was cold. Phil laughed as he helped he pull up the covers, fully understanding the point she had been trying to make.

"Do you plan on going back to sleep or are you just going to stare at me?" May teased.

Much to her surprise, Phil didn't response to her teasing. She leaned over a little to get a look at him. She'd left the bathroom light on and the door ajar so she could see him pretty well in the shadows. He looked incredibly tired, sad and most of all, lost. It broke her heart. Throwing caution to the wind and forgetting about any limits she may have been trying to set, she put the extra pillow in her lap and patted it. Without so much as a second's worth of debate Phil scooted over and set his head down. He took a deep ragged breath, letting it out slowly as he relaxed.

They were quiet for a while. Phil fidgeted a little, trying to get comfortable, eventually settling down. May felt herself relax too as she gently rubbed his back, hoping he would just fall back to sleep.

"Do you know?" Phil asked quietly without looking at her. He was stretched out on his stomach picking at a loose thread on the comforter.

"Know what?" she asked, totally unprepared for what he was about to ask.

"Know what really happened to me?" he asked as he tucked his arms under his chin, still staring straight ahead.

Her hand pulled away from his back and she sat up a little straighter. For a split second she considered pushing the pillow, and Phil away from her. But in reality his question wasn't a surprise. Actually she was surprised it had taken him so long to ask it.

"Do you?" he asked again as he rolled over onto his back, finally looking directly at her in the dim light. "Look at me," he urged.

May took a deep breath of her own and looked down at him. What she saw broke her heart, tears threatened in the corners of his blue eyes and he just looked miserable.

"Yes," she answered simply.

"But you can't tell me?" he whispered.

"No, I can't."

"For my own good?" he guessed, already knowing the answer. May nodded. "When it's appropriate for me to know details can you promise me something?"

"What's that?" she asked as she started to relax again as she realized he wasn't mad, wasn't going to push her to talk. There was a code of things within the agency and questioning them didn't usually end well. If nothing else, Agent Phillip Coulson lived….and died, by the code. May tentatively ran her fingers through his hair messing it up even more. He smiled at the gesture.

"That you'll be the one to tell me," he said simply.

"I will do everything I can to make that happen," she assured him.

"Thank you," Phil whispered as he swiped at the tears which were starting to fall. May moved his hands from his face and gently wiped his eyes with the edge of the blue sheet. In all their time together she'd seen him emotional only a handful of times, this was certainly the first time she'd seen him cry.

Much to Phil's dismay, the first few tears seemed to just open the floodgates and stopping them seemed impossible for a good 5 minutes. May held him quietly as she honestly had no idea what she would say, could she even find her voice. Neither of them was sure exactly what he was crying about, but it didn't matter. What did matter was that he wasn't alone.

When the tears ended May went into the bathroom, got a wet washcloth, wiped his face and let him settle back down with his head in her lap. She gently set the cool cloth on his forehead. Phil gave a small smile of gratitude, not trusting his own voice either.

"Sleep," she whispered.

Phil woke again a little before dawn. Sometime in the previous few hours he'd moved back to his pillow. May was sound asleep next to him, her arm thrown over his chest. He wasn't freaked out waking up next to May; it wasn't like it was the first time they'd shared a bed. There had been more than a few times over the years. Usually at the end of a crappy day, when one or both of them just couldn't bear the thought of being alone. As much as they were both self-proclaimed loners, every once in a while they craved a little human contact. That being said, nothing ever happened.

Phil laid there for a little while, knowing the minute he moved she would wake up. He watched her sleep as he thought about their relationship. They were close friends, but there was never really anything more to it. They acted like brother and sister most of the time, teasing each other but always looking out for each other. That's not to say Phil had never considered a closer relationship, but truth was, he didn't want to date someone who could quite easily beat the crap out of him.

May rolled over, moving her arm and setting him free. He carefully slid out of bed and headed for the bathroom.

May's eyes popped open as she heard the bathroom door close. She listened for a minute to make sure he was okay. She heard a flush and the sound of running water. Satisfied he was fine she rolled over and closed her eyes again to give him time to do whatever he felt comfortable doing, come back to bed, get up, whatever.

Phil pulled on the black hoodie he found on the end of the bed. He crept out of his room and carefully closed the door behind him.

Phil walked to the galley and grabbed the can of coffee from the cabinet. He opened it and caught a big whiff of French roast. His stomach turned a little and he placed the can back on the shelf. He turned on the burner under the tea kettle and reached to find his favorite striped mug he kept hidden on the back of the shelf.

Savoring the solitude of the early morning he sipped his tea and let his mind wander. As was the case recently, his mind wandered to his near death….almost dead…..dead for unknown period of time.. experience. Of course those thoughts did nothing to keep the calm feelings he'd woken up with 20 minutes earlier.

When the tea was gone the plane was still quiet, much to his surprise. But then he realized most of the team had been up rather late. He was sure Fitz had waited up for Jemma to return. The clock on the microwave read a few minutes after 7:00 AM. He thought about waking the team to get ready to take off. But then he remembered, they really didn't have anywhere they had to be. Fury knew how to contact them if they were needed.

A quick lap around the plane did nothing to ease the growing restlessness he was feeling. He went to the cargo bay to talk to Lola for a few minutes. Even that did nothing to hold his attention. He eyed the treadmill but since he was wearing slippers and the idea of walking back up to his quarters to get his sneakers was overwhelming. Even the heavy bag, which had borne the brunt of many of his bad moods didn't hold his attention beyond a few light hearted jabs.

Despite the large open space of the cargo bay he felt the walls closing in. The need for fresh air sent him over to the panel where he was poised to hit the button to open the door.

"The alarm will wake everyone up," came May's voice from the far end of the cargo bay.

"Yeah, didn't think of that," Phil said as he turned around to face her.

May crossed the open area with a mug of coffee as Phil sat down on the bumper of the van. She got a good look at him as she walked towards him. He looked pretty good all things considered.

"Did you get some sleep?" she asked as she sat down next to him.

"Some. Thanks for you know…everything," he whispered as he patted her hand.

"Want some?" asked May as she held the mug out to him. Phil just shook his head and crinkled up his nose.

"I had some tea. Didn't think coffee sit too well on my stomach," Phil explained as he pushed himself up to walk around a bit. May let him wander around while she drank her coffee. He jabbed at the heavy bag for a minute, buffed more invisible smudges off of Lola and in general did little more than wind himself up.

"Still need some air?" May asked when it was clear he was just getting himself more worked up.

"Yeah."

"Hit the door. I'll go explain the alarm to everyone else," May offered.

"Thanks," Phil said with a smile. He grabbed May's hand as she walked past. He gave it a quick squeeze and moved towards the button.

"You want more tea?" May yelled as she hit the button for the door.

"Sure," Phil replied as he hit the door release.

He could practically hear the footsteps of the others running towards the cargo bay as the early morning light crept in slowly as the door lowered. He knew May would stop them, giving him a little more time alone. He wondered how much Fitz, Ward and Skye knew about the events of the previous night. Didn't really matter all that much. Even if they did have questions, they'd probably ask May rather than ask him directly. That fact made him feel both relieved and slightly annoyed.

He stepped out into the morning light. It was pretty chilly so he pulled up his hood and shoved his hands into his pocket. The ground was dry and dusty, the area in which they'd landed was desolate. As far as he could see there were no buildings, cars, or and other signs of human life. He took a lap around and under the plane, marveling as he looked at the awesome piece of machinery SHIELD trusted him with.

The fresh air cleared his head, making him feel a little better. He was still freaked out about the initial nightmare. It wasn't anything he could put into words. And he was glad May and Jemma never asked what it had been about. There was no way he would have been able to put his feelings into words right after waking up. Even now, hours later he still doubted he would be able to make a whole lot of sense.

He sat down on the edge of the ramp and pulled his knees to his chest. A few minutes later he heard the hiss of the automatic door. Listening carefully he heard only one set of footsteps, much to his relief.

"Careful, it's hot," May said as she sat down next to him and handed him his tea, in the striped mug.

"Thanks. How did you manage to come down alone?" he asked with a grin.

"I left the rest of them in the galley making breakfast. I did have to nearly tie Simmons to the kitchen table to keep her from following me out here. She's worried about you. And before you ask, I told the rest that you didn't feel well last night. That's all they need to know."

"I explain some things later, if needed," Phil said as he took a sip of the tea. They sat quietly for quite a while, not feeling the need to talk at all. Phil finished his tea and stood up. He walked about ten feet away from May and started to talk to her without bothering to turn around. "Thank you for not asking me about the nightmare," Phil stated simply.

"Phillip, I've known you long enough to know that you aren't going to talk until you're ready. And when you're ready, I'll be here listening," May offered.

Phil turned around, hands shoved in his sweatshirt pocket, eyes looking down at his now dusty slippers. May got up and walked down the ramp to stand in front of him. She reached to tip his chin up. He reluctantly looked her in the eye.

"It's going to be okay," she whispered as she reached to push the hood off his head.

"How do you know that? Everything's different," he stubbornly whined, squinting against the morning sun.

"Different doesn't mean worse, it just means…"

"Different," he sighed. "I hate different," Phil snorted.

"I know," May teased. "Come here," she said with a grin as she reached up and kissed his stubbled cheek. Much to her surprise he wrapped his arms around her in a big hug. "We should probably go back in, I'm sure they're watching us on the monitor by now," she whispered as she rubbed his back for a second before stepping out of his embrace.

"Probably. Let's go," he agreed as he threw his arm around her shoulders and pressed a kiss to her temple.

To their credit, the rest of the team was still in the galley cooking away. The smell of fresh pancakes and bacon hit Phil as he and May walked down the hallway. He realized he was actually getting hungry. As they stepped into the room all chatter and movement stopped. Exactly what Phil didn't want to happen.

"Good morning," he said, a little too cherrily.

"Good morning, sir," they all chorused together. All looked intently at him, in part waiting to see what he would say and in part staring at him because he didn't normally walk around the plane unshaven in plaid pajama pants and a SHIELD hoodie.

"I'm fine," he assured them, hoping that was enough.

"Good, great, then let's get the food on the table," Jemma announced as she glared at her fellow teammates. Everyone turned back to their tasks as she walked over to Phil and steered him back into the hallway. "How are you this morning, really?" she asked as she took a good look at him. He looked a little tired but other than that he just looked like a slightly rumpled version of himself.

"I'm fine," he repeated. Jemma just raised an eyebrow, letting him know that explanation wasn't going to cut it. "Shot worked, I got some sleep, didn't get sick again."

"Good, good. I still want to check your vitals after you eat," Jemma said in a tone that left little room for arguing.

"That's fine. Now, I think I"m hungry so if we could actually go back in there, that would be great."

"Of course, sir,' Jemma answered as Phil rolled his eyes.

They walked back into the galley where everyone was already starting to eat.

Phil took a seat between May and Jemma, figuring that was the safest place to be. Everyone talked about the previous day's mission and their night "off the grid". Under the watchful eye of the ladies on either side of him, Phil ate some pancakes and a few pieces of bacon.

When the meal was done, Fitz and Ward cleaned up. May when to run through the departure checklist, anticipating they would probably need to take off in the next few hours. Skye stayed in the kitchen to keep the guys company.

"Okay Jemma, let's get this over with," Phil said with a bit of teasing in his voice. He led her towards the lab with her chatting nervously while they walked.

"Have a seat, si…sorry, Agent Coulson," Jemma stuttered.

"You know, you can call me Phil," he teased.

"No, I don't think I could do that, sorry," Jemma replied as she made herself busy grabbing the blood pressure cuff out of her bag.

Phil pulled his arm out of the sleeve of his sweatshirt and held it out to her. She wrapped the cuff around and hit the button. Phil fidgeted as the cuff tightened.

"Sit still," Jemma admonished as she put a hand on his shoulder. He stopped moving and waited for the readout. "Much better than last night," she announced as she held the device so he could read the numbers.

"Am I free to go now?" Phil asked.

"You are quite ready to go," Jemma responded as she put the cuff in her bag.

"Thank you again, for everything," Phil said with a wink and a dip of his chin. He left the lab without another word.

Phil headed back to his quarters, looking forward to a long, hot shower. Much to his surprise he made it to the other end of the plane without running in to anyone. He closed his office door, pulled off his sweatshirt and t-shirt as he crossed the room towards his bedroom. Slippers got kicked off into the corner and the clothes all landed in a heap by the bed.

He stayed under the soothing stream for almost half an hour, a rare occurrence for him; he was usually in and out in under 10 minutes. The water washed away some of the lingering stiffness and cleared his head. When he started to worry about actually draining the hot water on the "bus" he turned off the stream with a flick of his wrist.

"Don't come out naked," he heard May call from his bedroom.

"Thanks for the warning," he called back as he stuck his head out to see what she was doing.

May was picking up the clothes he'd tossed on the floor. "Are you actually a closet slob?" she teased.

"Not really. But I have my moments," Phil admitted. "Do you need something?" he asked as he shifted from one foot to the other, fully aware he was only wearing a towel.

"I'm fine, just checking to see if you need anything."

"Well, now that you ask, boxers would be nice," Phil smirked. He pointed to the correct drawer. May snickered as she pulled a pair and waved them around. "Don't say a word," he ordered as she tossed his Captain America boxers to him.

"I'll be in the command center," May called over her shoulder as she left the room. Phil just shook his head and laughed as he watched her leave.

Standing in front of the sink in his boxers he wiped the condensation away from the mirror so he could shave. The image staring back was a little startling, despite the shower he still looked a little rough around the edges, especially for him. He hoped shaving would help.

Ten minutes later he was much happier with his reflection. Freshly shaven he looked much more like himself. He peeked his head out to make sure he was actually alone. He perused his collection of dark suits before deciding that since they weren't actually on their way to a mission, he'd just throw on something more casual. He pulled out a faded pair of jeans and a well-worn white oxford shirt. He dressed in the bedroom. He used to dress in front of the bathroom mirror but ever since he'd gotten stabbed he found it easier not to get dressed while staring at his reflection.

After combing his hair and brushing his teeth he slipped into his brown suede shoes and headed for the command center feeling back to normal.

May was talking to Command when he arrived. She had a few screens open in front of her. It was clear they were talking about a mission. Phil sat on a stool and listened carefully making some mental notes about what would be needed, what roles his team members would be taking on.

"Copy that," May said before disconnecting the call. "You look better, how do you feel?" she asked as she moved to stand behind him.

"Good…different," he replied simply with a laugh.

She chuckled as she put her hands on his shoulders and pressed a quick kiss to the top of his head.

"Let's go to work," Phil announced as got up to hit the intercom. "We have a mission," he announced.

THE END