Agent Phil Coulson entered the cockpit as he always did, closing the door carefully behind him and taking a hesitant step towards May in silence.

"What's up Phillip?" May asked without turning around. She adjusted a few controls and sat back, waiting for her boss to come further into the cockpit and start the conversation. It was a well rehearsed dance, one they took part in at least twice a day.

Phil smiled at her use of his full name. She was the only one, outside of his late grandmother, who ever called him "Phillip". He came all the way in and took a seat in the co-pilots chair. He fiddled with a few things, until May glared at him.

"How did you know it was me?" he asked.

May just snorted a little. "You are the only one who comes in here quietly. In case you haven't noticed, our team is a little loud," she pointed out.

"Our team?" Phil teased as he turned sideways in the chair to face May.

"Our team," she repeated.

"How fast can we get this thing on the ground?" Phil asked cryptically.

"Depends, you want to still be alive at the end of the day?" May smirked.

"Preferably," Phil deadpanned.

"What's up?" she repeated.

"I just think we all need a break. Let's go off the grid for the night, relax. It's been a rough few weeks." Phil fidgeted in his seat like a little kid, a trait May actually found quite endearing.

"Make a call and find use a location," May replied as she made a mental note of where they might be able to touch down in the next hour or so.

"You call," Phil said as he got up. "Not in the mood to deal with Fury tonight," he muttered.

"Chicken," May teased as she started to patch the call through.

"Yep," Phil replied as he closed the door behind him.

An hour later the plane was safely on the ground in an "undisclosed" location. To be honest only May knew exactly where they were, the rest didn't really care all that much to bother going to the command center to figure it out.

Fitz-Simmons had made everyone dinner, spaghetti and meatballs with plenty of garlic bread and at Phil's request, salad. They all sat around the large table in the galley, eating like the slightly dysfunctional family they had become. Conversations flowed freely and everyone seemed to genuinely enjoy themselves. Skye volunteered herself and Ward for cleanup duty while Jemma and Fitz went to the lab to do what Skye termed "nerd things".

Ward's contribution to cleaning up turned out to be clearing two plates, sitting at the island and almost falling asleep sitting up. Skye sent him to the lounge to relax, knowing he had to be exhausted from the events of the day and the mild sedative Jemma convinced him to take a few hours earlier. When the kitchen was clean Skye joined him in the lounge, changing the channel from a basketball game to a nice romantic comedy as Ward was sound asleep.

Phil and May worked for a while in the conference room, finishing up the reports on the events of the day. She could tell he was distracted, which was fast becoming his default setting. Ever since he'd undergone his medical check-up only to find out he was basically fine, he was a little off. As he put it, he was "different". May couldn't put her finger on what was different and she knew he couldn't either. She knew sooner or later he would talk, when he had figured everything out in his own mind. He was in general a man of few words and when he did talk, the conversation was usually short and to the point. There were times she wished he talked more, kept less inside, but after years of working with him, she was used to his ways.

When their work was done they wandered around to check on the rest of the team. They found Skye and Ward sound asleep on the L-shaped couch in the lounge, heads touching, her arm stretched out and resting on his shoulder. Phil motioned for May to be quiet as they carefully covered them up with the blankets which were tucked away in the closet.

Fitz-Simmons were still in the lab talking and laughing quietly, oblivious to the fact the two senior agents were watching them.

"This was a good idea," May said as they headed for the stairs. "They needed this."

"We all needed it," Phil said quietly. He fidgeted a bit, shifting his weight from one foot to the other.

May took a chance, sensing maybe he wanted to talk a bit. "You want some tea?" she offered. Phil thought about her offer for a minute before declining with a shake of the head and a quiet "good night". She let him go without another word, watching him as he headed for his quarters.

The nightmare woke him at 12:37AM, after he'd only been asleep for a little over an hour. He jolted awake , sweating, shaking and close to hyperventilating. It wasn't his first one but it was by far the one that had freaked him out the most. It was just too vivid.

He sat up quickly, too quickly as his vision dimmed. He continued to breathe way too fast as his mind cleared enough to realize he probably shouldn't be and definitely didn't want to be, alone. He ran through his options, deciding May would come quickly, won't ask too many questions and she, by far, knew him the best. He hit the intercom, hoping he didn't wake her.

May was reading in her bed when she heard his voice. "Are you awake?" he asked in a ragged voice, which startled her.

"What's wrong," she asked as she swung her feet over the edge of her bed and shoved them into her slippers. She grabbed a fleece and pulled it on over her head before him even answered her.

"Nightmare," he muttered, his reply coming out as a cross between a question and a statement.

"Be right there," May assured him.

By the time she got to him room about 30 seconds later Phil had managed to turn on the light on the bedside table but not much else. He was still breathing way too fast, shaking and not quite oriented. Sitting cross legged with his head in his hands he didn't look up when he heard her come in.

Knowing him as she did, May just came in the room quietly and sat down on the bed, mirroring his position. She was going to just let him take the lead and tell her what he wanted but his breathing was way too irregular for her to just sit there and not do anything. She leaned forward a little until her forehead rest against the top of his head. She held her hands out and he dropped his hands down in his lap, holding hers tightly.

"Take a deep breath and hold it," she coached as she took a deep breath of her own. It took a long few minutes of measured breathing for her to feel certain he wasn't going to pass out. Phil eventually sat up and rested his head against the headboard. "I'll be right back," she said as she slid off the bed to get a cool, damp cloth from his bathroom.

Phil took the cloth with a weak but grateful smile. He ran it over his face and the back of his neck before handing it back to May. She pulled a dry t-shirt out of his drawer and handed it to him. He made a half-hearted attempt to pull his damp shirt off but he was still sitting there with one arm in and one arm out of his black t-shirt when May returned from the bathroom with a glass of water.

"Work with me, Phil," she said quietly as she reached help him completely out of the shirt. She tossed it in the corner as he held dry white shirt in his one hand while he carefully traced the scar with his other.

May tried not to stare at the ragged scar on his chest, she'd only seen a bit of it a week earlier.

"You can look," Phil said as he glanced up at her.

May just smiled sadly and helped him into the shirt. "Drink a little," she said as she handed him the glass and shifted their focus away from his scar. They both realized quickly how much Phil was still shaken up as his teeth chattered against the glass. He was holding it in both hands and still managed to spill some. May sat back down in front of him, reaching to tip up his chin so he would look at her. "Phil, let me wake Jemma. I want her to check you out."

"No, I'm fine," he insisted as he swung his legs over the side of the bed, stood up and proceeded to crumble to the floor in a heap.

"Now can I wake her?" May asked with a well arched eyebrow. She waited for what she thought would be a smart-ass comeback but it never came. Phil merely gave a slight nod and held his hands up to have her help him up. May wordlessly helped him back up into bed. He instantly curled up and she pulled over blanket over him. On a whim she knelt down and pressed her hand to his cheek, "I'll be right back. Try to relax." Phil took a shallow breath, swallowed hard and gave a little nod.

May took a minute in the hallway to pull herself together before heading to find Jemma. She wasn't in her room or the lab, that left one likely place for her to be….Fitz's room. May sent up a little prayer that she wasn't about to walk in on an awkward situation. She shouldn't have worried. The two young scientists were sitting side by side on his bed listening to music.

"Agent May," they both stuttered at once as they move apart from each other.

"We were just listening to some new music," Jemma started to explain. "Do you need something?" she asked, wondering why May had been looking for them at nearly one in the morning.

"Can you come with me and take a look at Agent Coulson?"

"Of course, what's wrong?"

"Not sure, he had a nightmare but he's still a little out of it. Just want you to check him out a little, take his vitals, I don't know," May said, clearly upset by the whole situation.

"Of course," Jemma replied. "I'll just run and get a few things. He's in his quarters?"

"Yes, was sitting on his bed when I left him."

"Should I come," Fitz asked more than a little unsure about what to do.

"I think we're okay," May said as she turned to head back to Phil.

Fitz looked both annoyed and relieved as he turned back towards his bed.

Much to May's surprise Phil was right on the bed where she had left him. Curled up on his side, he faced away from the door. He didn't move as she came quietly into the room. She sat down carefully on the bed and touched his shoulder. He jumped at the contact, "It's okay, it's just me," May whispered as he rolled over onto his back. He was still shaking and she was very glad she'd gone to find Jemma. Phil propped himself up on his elbows a little and looked around. "She's on her way," May said, answering his unanswered question.

Jemma appeared in the doorway, a little unsure if there was any protocol involved in going into Phil's room. She'd been in his quarters plenty of times, just not his bedroom.

"Come in Jemma," Phil said with as much of a smile as he could muster. "It's okay," he tried to reassure her.

The young woman came into the room quietly, placing her bag on the edge of the bed. May stood up and went to leave the room.

"Stay," Phil whispered. She nodded and moved out of the way.

"So Agent Coulson, what seems to be the matter?" Jemma asked.

"I had a nightmare. Guess I'm still a little shaky, May panicked and here we all are," he said, trying for indifference but missing by a mile.

"A little shaky you say. How about you sit up and hold your arms out in front of you?"

Phil held his them out, swallowing hard as he watched his hands and arms shake much more than he had expected. A genuine look of fear passed over his face as he quickly pulled his arms back wrapping them around himself. Jemma motioned for him to move over a little so she could sit on the edge of the bed. She pulled the digital blood pressure cuff out of her bag. Phil reluctantly held his arm out to her. She took the reading and frowned. Phil looked at the numbers, squinting as he tried to read them.

"I'm n-no expert but I don't think they're su-supposed to be that high," he stuttered as he felt his breathing get a little too fast and shallow again.

"No, they are not," Jemma agreed as she pulled the velcro loose and put the cuff back in her bag. She tentatively reached out to press her fingers to his neck to check his pulse. "Just relax," she said quietly. Phil did his best to relax while she glanced at her watch and counted the beats of his racing heart. "We'll just call that way too fast," she said with a sigh.

Phil just nodded and sat up a little more, struggling to regulate his breathing. Jemma motioned for May to sit down on the other side of him. She gently rubbed his back while Jemma turned her attention back to her bag. She pulled out a paper bag, sensing Phil was about to need it.

"Sir, take a deep breath," Jemma urged as she realized he was rapidly spiraling towards hyperventilating.

"Jemma, I'm t-trying not to pass out, don't c-call me Sir," Phil spit out as he tried his best to get things under control. He failed miserably and Jemma grabbed the paper bag. May rubbed his back while Jemma helped him breathe into the bag.

After a long few minutes he calmed down enough so they were convinced he wouldn't pass out, at least not at that very moment. He settled back down against the pillows.

"Now what," he whispered.

"Sir…Agent Coulson I'd really like to give you something to help you calm down a little."

"Scotch?" Phil asked hopefully. May let out a little snort.

"Not quite what I had in mind," Jemma laughed. "But I am glad to see your sense of humor is back."

"I'll take whatever you think I should," he agreed quietly. Jemma nodded and reached into her bag. She handed him an Ativan and the glass of water. "Will it knock me out?"

"Knock you out, probably not in the next ten minutes. Help you relax and fall asleep, yes. After all, it is the middle of the night," Jemma teased a little.

"I'm going to step out for a few minutes," May said. "Do you need anything?" she asked Phil as she patted his shoulder before getting up.

"Ginger ale," he answered quietly as he swung his legs over the side of the bed to get up. May took a step to stop him but he put his hand up to let her know he was going to be fine. She smiled slightly and headed out of the room. "I tried to get up earlier and ended up on the floor," Phil explained to Jemma.

"Well, then let's just sit for a few minutes, before you get up, shall we?" Jemma asked as she sat next to him.

Phil sat quietly, fidgeting a little while Jemma sat next to him doing the same. May returned a few minutes later with a can of ginger ale and a red plastic cup filled with ice. She poured a little and wordlessly hand the cup to Phil. He took a few sips before handing the cup to Jemma and leaning over a little, elbows on his knees, head in his hands.

"Agent Coulson, are you going to be sick?" Jemma asked as she glanced around for a trashcan or something similar which may come in handy in the next minute or so.

"Think so," he muttered as he propelled himself up to his feet and staggered in the direction of his bathroom. He made it without falling and more importantly, just in time. Jemma went back to the lab to get another sedative, something injectable this time.

Not thinking twice May followed him in the direction of the bathroom. Phil tried in vain to close the door behind him but she managed to stick her foot out to prevent that. He gave up on embarrassment pretty quickly as he knelt down. May didn't hesitate to kneel next to him rubbing his back with one hand and reaching to rewet the washcloth with the other. She put the cloth on the back of his neck as he calmed down a little. He finally felt well enough to stand up with May's assistance. He rinsed his mouth, brushed his teeth and sat down on the closed toilet seat.

"Sorry about that," he muttered as he gratefully took the towel May handed him and wiped his face

"Phillip, you have nothing to be sorry for," she assured him.

"Jemma bolt when the puking started?" he asked with a small smile.

"I imagine she went to get something else to calm you down. And I imagine it's not a pill," she teased.

"And the night just gets better and better," he muttered under his breath. "At least we're not doing this at 30,000 feet."

"For that I am glad," May nodded in agreement. She was just about to suggest they leave the bathroom when Jemma reappeared holding a syringe and a more than slightly guilty look on her face.

"I don't suppose that goes in my arm?" Phil asked warily. To say he wasn't a fan of needles was an understatement.

"Technically, the drug can but the needle is a little bigger than I would be feel comfortable putting in your arm, even though I'm sure you're well built for…for," she stuttered along, feeling her cheeks turn red.

"For a man of my age?" Phil teased, echoing what she'd said to him a week earlier.

"Yes?" she whispered. "Sir could we just get this over with quickly?" she asked, clearly getting more uncomfortable by the minute.

"I would love for this to be over," Phil stated. Both May and Jemma knew he was clearly talking about more than the injection.

"This is Compazine. It will settle your stomach and help you relax a bit," Jemma explained as she set the syringe down on the counter and tore open an alcohol pad. At the last minute May decided to leave the room, she felt she and Phil had "bonded" enough so far that night.

Jemma motioned for Phil to turned around and as clinically as possible she pulled down the back of his pajama pants, gave the injection, wipe away the drop of blood and pulled the pajamas back up. Phil let out a breath he didn't know he had been holding.

Jemma turned to leave without a word when Phil grabbed her hand. "Thank you," he whispered.

"You're welcome. Call me if you need anything at all," Jemma said with a smile.

Phil put his hands on her shoulders and pressed a kiss to her forehead. "You get some sleep too."

"I will," Jemma said quietly before turning to leave. She said a quick goodnight to May, grabbed her things and headed towards her own bed.

May busied herself straightening out the covers while Phil finished up in the bathroom. She wasn't sure what to do. She hoped he would just fall asleep and stay that way until morning, but she wasn't holding out any great hope that would happen.

"Planning on tucking me in?" Phil teased as he flicked off the bathroom light.

"If that's what you want," May shot back with a grin. Phil chuckled as he came around the other side of the bed and crawled in, curling up like a little kid. She did pull the covers up much to his amusement. Perching on the edge of the bed she rubbed his shoulder a little as he turned on his side. "Think you can sleep now?"

"I think so," Phil said with a small yawn. He pulled his left hand out from under the covers and grabbed May's hand. A gesture she took to mean he wasn't quite ready to be alone. "I'll stay on your couch," she whispered as he closed his eyes. He nodded a bit.

Ten minutes later when she was pretty sure he was asleep, May turned out the light, crept out of the room. She ran to her room to grab her pillow. It was almost 2:00AM by the time she closed her own eyes. She'd left Phil's bedroom door open and the desk lamp on so she could hear him and find her way around the room if he needed her.

TBC

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