"Do you regret it?"

Under normal circumstances, she never would have asked, but she was sitting on his bed while he patched up the cut to her back, and she had been stuck staring at the autographed baseball on his nightstand the entire time. Audrey had given it to him after one of their first dates.

"Walking away from her, I mean."

"A little." His hands were massaging the tissue around her shoulder blade, making sure the topical antiseptic covered the entire wound. Each time he squeezed more from the tube, he warmed it between his palms before rubbing it into her skin. "I always told myself I'd have a normal life one day. A beautiful, intelligent woman to come home to every night. A cozy little house with a workshop in the basement that I could putter around in on the weekends. Maybe a couple of little ones running around and getting underfoot." His voice was matter-of-fact, but she knew him well enough to hear the hesitation running through it. She could even picture the look on his face as he said it – one side of his mouth curling in a lop-sided smile, his head tilted infinitesimally to the side and his eyebrows raised in self-mockery. "A heated garage for Lola." He put the tube down and picked up some gauze before admitting, "It's a nice dream."

She didn't like to think of him giving his dream up. He deserved more than that. "You could still have it. She'd take you back." She had met Audrey a few times; she seemed like a good person. Melinda couldn't imagine her holding a grudge for long.

"Maybe. I can be pretty charming when I want to be." His fingers grazed over the base of her neck as he applied the gauze and it sent a shiver down her spine.

She forced her body to stillness. She had gotten stitched up without anesthesia before and managed that without flinching; she should be able to handle Phil bandaging up what was for all intents and purposes a minor wound. "Then what's holding you back? SHIELD isn't exactly in any condition to stop you these days."

"Dreams change. All those years, I kept telling myself I would do it eventually, but I finally realized if I wanted a normal life, I could have had one a long time ago." He was smoothing the gauze down, making sure there were no irregularities to chafe her skin. "Fury gave me the choice, you know. After New York, he told me I could write my own ticket. Anything I wanted." His hand moved in strong, sure motions, gliding over sensitive flesh and bandage alike. "I chose this."

She could feel her own smile creeping out against her will, the one only he seemed able to coax from her. "So now your house travels with you, and the only pitter-patter of little feet is Fitzsimmons."

He sealed the gauze with medical tape. "It could be worse. I don't have to change their diapers." She waited for him to remove his hand from her back, but it lingered between her shoulder blades, moving back and forth with an unthinking sensuality. "And Lola likes it here – when she's not getting shot at."

She turned to face him, breaking the contact that was threatening her composure. Even though his hand was gone, she could feel the echo of its touch heating her to her core.

"Do you like it?" She knew it was dangerous to look him in the eyes this close up, but she was skilled at hiding her emotions and she needed to see if he was really okay. "After everything you've gone though, is this still what you want?"

He nodded, and she could read the conviction on his face. "More than ever. Like I said, dreams change." His eyebrows drew down and he looked so serious that for a moment she feared what he was going to say. "I've got everything I need on the Bus."

Thank God. She would support him in whatever he did - she owed him that much – but the thought of losing him to a life of suburbia left a bad taste in her mouth.

The thought of losing him at all left her uneasy.

As if he could read her thoughts – and maybe he could, he seemed to be the only person who could look at her and see the real Melinda May behind the myth of the Cavalry – he reached up and grazed her cheek with his palm.

Before she knew what was happening, he had leaned forward and his lips were brushing against hers. Terrified by the one thing she didn't know how to fight, she sat locked in place, unable to respond but unwilling to break away.

He pulled back immediately. "Oh, God, tell me it's not all not all in my head." The lines around his eyes deepened as his face crinkled in mortification. "I'm going to be really embarrassed if this is entirely one-sided."

"Phil…"

"Yeah?"

"Shut up and kiss me again."

He did, and this time there was no hesitation on her part. She breathed him in, savoring the taste and feel of him. She had imagined what it would be like. Not at first, not when they met. She had been in love then, and married. Then she was a widow, and the wounds were too fresh and she was too fragile. He helped her pick up the pieces, and if she couldn't put them back together to form the person she used to be, at least she could build a person she could stand to see in the mirror.

She didn't think of it when he met Audrey, either. Not much, anyway. She had just been glad to see him happy. When Phil was happy, it radiated out from him and warmed everyone nearby with an infectious glow.

A glow that turned black when he died.

Her hands fell from the buttons of his shirt as she remembered how dark the world was without him in it.

She had to keep things clear in her head. She had to make sure she never went through that kind of grief again. "This is just sex, right?" she asked, defining the rules so she could try and keep her heart whole. "It doesn't mean anything."

He was staring at her like she had told him Captain America wasn't real. "It's not just sex. Not for me." He shifted away, breaking eye contact. "Why do you think we've never crossed the line before? In all the years we've known each other, why do you think we never even talked about the possibility?"

He stood up and turned his back to the bed. "Do you want to know why I got so mad at you for not telling me the truth about Fury and Tahiti? Why I was so ready to believe you were working for Hydra when I never even thought to question Ward?"

She didn't want to know. It had hurt enough then to think he didn't trust her; she didn't want to relive it now. "It doesn't matter. It's in the past."

He ignored her, going on as if she hadn't spoken. "For a long time, there have been two things in my life that I knew – beyond a shadow of a doubt – that I could count on. Two things that deserved my complete trust, because they stood for everything good… everything decent… everything worth fighting for." His shoulders were set in a hard line, rigid and unyielding. "I believed in SHIELD. And in you."

"I know I messed up, Phil. I thought I was protecting you."

"You were. I get that now." Understanding and acceptance deepened his voice to a husky growl. "But at the time, SHIELD was crumbling into dust around me. All the things I thought I was fighting for - all the things I thought I was sacrificing my life for – were a lie. When I found out you were keeping secrets from me, I got scared you were a lie, too."

He turned around to face her. "As long as I stayed angry, I could tell myself it didn't matter if you weren't who I thought you were. Losing SHIELD was hard enough. I don't think I could have recovered from losing you both." He sat down on the edge of the bed, close enough so she could read the sincerity in his soulful eyes, yet far enough away to give her space if she needed it. "That's why I can't pretend sex with you would be recreational. It would mean something to me. I think it would mean something to you, too." He took her hand in his. "If I'm wrong about that, we should shut this down now. Before anything happens that we can't come back from."

Gently, she pulled her hand out of his grasp.

Standing up and walking towards the door was the hardest thing she had ever done. She didn't know if she had the courage to go through with it.

"You're not wrong." Turning the lock on the handle so they wouldn't be disturbed, she decided to take the chance.