May had been even quieter than usual since their undercover mission. Though it was a success, and the painting was procured, he knew that this really had nothing to do with the mission.

Coulson knew that he didn't want to live if he became what Garrett became. He was bigger than himself now, and he needed someone to take over if he did lose it or die. Maybe she knew that, which was why she had kept her plan from him.

It sounded really nice if he thought of it as a retirement plan. The two of them, a cabin, kangaroos. But he wouldn't be retiring to Australia.

May didn't deserve to spend the rest of her life wiping drool from his mouth in some cabin in the middle of nowhere. SHIELD would need a new leader too, and there weren't really any other contenders. Plus Skye... Someone needed to look after her.

As if in response to his thoughts of her, the hacker stormed into his office unannounced, loudly banging the door open, anger written all over her face. "What did you do?"

Coulson raised an eyebrow, putting down the file he was looking at. "Please, come in."

Skye scowled, not in the mod for jokes, and not for the first time Coulson noted how similar she and May were. "What the hell did you say to May?"

He frowned, sitting up. "What do you mean?"

Skye all but growled, approaching his desk and standing before him, fire in her eyes. "She looks like she hasn't slept in days, she won't talk to me about anything, unless it's 'practice with the sniper' or 'try that again', and she's been moping around eating chocolate chip cookies all day, which she never ever does, and you're the only person who could make her like that, so whatever you did, you're going to apologise right now."

Coulson sighed. He'd really upset her, but he didn't know how to fix it. "It's complicated."

"I don't care if it's complicated! Haven't you put her through enough crap that you could at least say sorry?"

He looked down. "I'll try."

Skye scoffed. "Yeah, well make it quick, cos she's been in the shower trying to drown herself or something for more than half an hour, and we're gonna run out of hot water soon."

An hour later he found her. May was smart, and Skye was not as subtle as she thought she was, so he knew that she would be aware of Skye's intervention.

When Coulson finally found her hiding spot, one of the several disused kitchens, his heart almost shattered. May was seated at the counter on a stool in the dark, her feet not quite brushing the ground, staring distantly at a cup of coffee, an indescribably broken expression on her face. She was dressed in her usual dark jeans and t-shirt and her damp hair clung to her neck. There were dark circles under her eyes and she looked so tired, as well as as close to crying as he had ever seen her. He immediately understood Skye's rage.

"Coffee?" Phil said, walking in slowly. "Do I have to peel your face off?"

May glanced up at the voice and swallowed heavily. "Need to stay awake."

Coulson drew an unsteady breath. Seeing May like this made him want to hold her close and tell her everything was going to be fine, that he would stay forever and never die, never go insane. It made him want to turn back the clock to their days at the Academy when everything was simple and never ever leave. He wanted her to be happy again, and smile genuinely like she looked like she never would again. He pushed himself into the stool next to her. "When did you last sleep?"

She shrugged, not looking.

"Before or after the op?"

"Doesn't matter." She took a sip of the coffee and didn't even bat an eye at the taste. Bad sign.

Phil made an abortive gesture to put a hand on her shoulder. "I'm not giving up you know."

May said nothing, but he could see the tears in her eyes.

"I'm not."

"Doesn't matter." More biting now. Turning on her defence mechanisms to try to make him leave. Had she accepted that he was going to lose it? That she would have to kill him? Did she think it was inevitable? Phil had seen her broken before, had seen her miserable before, but this was different. This was resignation. This was May knowing there was no way out and hating it.

"We'll work it out."

"You don't believe that." If he did he wouldn't have been so urgent about making a plan.

He sighed. "I just wanna make sure you'll all be okay if the worst should happen."

"You can forget about it then." A tear escaped, running down her nose, but he pretended not to notice. "'Cos I can tell you right now that I won't be."

Phil put a gentle hand on her shoulder and noticed that she was trembling.

May closed her eyes for a moment, trying to get a grip on herself. "When Fury told me... that you were alive." She whispered, not looking his way. "I was already trying to work out the best way to..." She trailed off, hoping that he would understand.

Coulson felt like the floor had been pulled out from underneath him. "No."

"I never told anyone." Her voice was soft, ashamed. "I should have been there."

She blamed herself, typical. "There wasn't a lot you could have done."

She shrugged again. "I was meant to be there. Fury wanted me on board in case things went the way they did, but I refused." Her breathing was steady, but deeper than necessary. "Garrett was cogent. He knew who he was, who we all were, he just..."

Coulson just stared at her, even as she refused to look his way. May was his best friend, and he knew he was hers as well. Maybe once upon a time they could have been more than that, but now everything was messy and they were running out of time. He needed to do something for her though, something to make it better. "I'll talk to Hunter." He said, and she finally looked at him. "You don't have to do it."

May was already shaking her head, looking sick. "I don't want the last thing you see to be him. I don't..." She stopped, voice tight, and Phil was aware that she couldn't hold herself together much longer.

He stood. "Come here." Coulson wrapped his arms around her and May immediately buried her head in his shoulder, clinging to him as she cried silently. He hated this. Hated putting all of it on her. "I don't want it to come to that." He mumbled, gently stroking her hair. "If there's any other way..."

She gasped out a silent laugh and looked up at him, tears shining on her face. "We can move to Australia."

"You'd hate it. You despise the heat."

She swallowed the lump in her throat. "I'll learn."

He smiled sadly. He wanted to kiss her so much in that moment, but it wasn't the time for that. "That's not why. I don't want you to spend the rest of my life making sure I don't blow up Uluru and keeping an straight jacket ready before I go to bed." That would destroy her just as surely as his death. "And we're bigger than us now."

"I don't care." It was selfish and childish, but all she wanted was for him to be okay.

"Skye will need you." Damn him for bringing Skye into this. "And the others."

"I'm tired Phil." Her voice was so broken. "I'm so tired of being that person." She squeezed her eyes shut, holding him tighter. "What's the point of being the protector if I can't keep you safe?"

"We're not giving up yet." He said softly. "We've got the painting, Skye's looking for the obelisk, we've got Raina's number if you want to beat some answers out of her, Simmons is moving up in Hydra, might be able to find some answers there. Even Talbot's interested in the writing now, and you know Skye can hack the US military in her sleep."

They all sounded like reasonable, hopeful routes, and it was that more than anything that helped her calm down. May drew a deep breath, relaxing. She extracted herself from Coulson's embrace, sitting back down. He sat back down to, but kept holding her hand, offering that small connection and comfort. "I don't want Hunter to do it." She said softly. "Or any of the others."

She squeezed his hand hard and breathed, steadfastly refusing to cry again. "If the worse happens, and I lose you, I'll have to take over, at least for a while. And I would hate anyone who killed you."

"So you're putting it all on yourself. You'll hate yourself."

May scoffed. "Like that's new."

Coulson sighed. He knew that, but he didn't like it. "I love you." It wasn't exactly a secret, but he needed her to hear it. "No matter what."

This time she initiated the hug. "I love you too." The words terrified her, even if they were unnecessary, but she knew that if she didn't say them she would regret it.

Phil pressed a kiss to the top of her head. "Come on." He pulled her towards the door. "You need to sleep. And tell Skye that she can stop planning her revenge."

May smiled sleepily, her eyes heavier than they had felt in a long time. "Maybe tomorrow."

His eyes widened in mock terror. "But she'll get me in my sleep!"

Her eyes darted away, the tiniest hint of a blush touching her cheeks. "I'll protect you."

Coulson stared for a moment, then smiled. "Sounds good." He knew that May was too tired for anything much right now, but he also knew why she hadn't been sleeping, and knew that him being there with her would help.

Besides, he wasn't going to turn down cuddling with Melinda May.