With grateful thanks to my wonderful beta reader, gth694e.

The gala event of the year 2000, as far as SHIELD was concerned, was not the New Millennium. (And not just because the pedants in Statistics insisted that the New Millennium started on 01 January 2001.) SHIELD had (finally) risen from the ashes of the Strategic Scientific Reserve on 09 June, 1950, and so that summer, grand plans were made to celebrate the 50th anniversary of its founding. It was to be an event as formal as it was discreet, with as many high-ranking agents and decorated veterans as could fit in one ballroom. Former Director Carter (in one of her increasingly rare public appearances) was scheduled as the Guest of Honor, and so Agent Melinda May (Level 6) was impressed but not surprised that her current lover had managed to acquire tickets.

If he didn't stop rehearsing what he was going to say when he was introduced to Director Carter, however, Melinda might be forced to take drastic action.

"Phil, so help me God..."

"I know. I know. I'll stop. I just want to make sure I get this right," answered Agent Phil Coulson.

Melinda put the finishing touches on her makeup and took a hard look at herself in the bathroom mirror. This was the most formal dress she'd ever owned – a strapless, sapphire-blue silk gown, with elbow-length gloves to match – and she looked damned good in it, though she said so herself. Usually, a dress like this meant work and undercover work at that; it was nice, for once, to go out as her own person. And that she was going to the party of the year with a funny, charming man who looked blindingly handsome in white-tie?

That didn't hurt at all

Her hot date looked up from fiddling with said tie when she came out. He gave a half-smile, and a look that warmed her to her toes. "Wow."

She put her hands on her hips in mock-annoyance. "Well, that wasn't very articulate."

"It's the best I got right now. I'm not sure I look sharp enough to have you on my arm."

She let the smile take over her face. "Flattery will get you everywhere."

"Will it get you out of that dress?" he asked, his voice low.

"Maybe. If you play your cards right," she flirted right back at him. "Now move. I have to put my jewelry on..."

"Yeah, about that..." he opened the drawer of the desk and pulled out a black velvet jewelry case, suddenly visibly nervous. Phil could really put on a good act, but the instant he got serious about something emotional, that practiced manner fell away.

It was one of the things she adored about him.

She reached for the case but hesitated. This thing that she and Phil had been doing for some time now... well, it was a good thing. And a fun thing. But despite her mother's exhortations to "snap him up," she had no long-term plans along those lines. If there ever was a life not conducive to picket fences and children, it was the life of a SHIELD agent. Jewelry seemed awfully serious for this thing as it existed between them,

He held it out, closer to her. "I promise you, all I thought when I saw this was how beautiful it would look around your neck," he said quietly. "Nothing more and nothing less."

Oh, thank God, he understands. She smiled and took the folder. She opened it, and caught her breath: inside was a stunning necklace of silver and aquamarines with earrings to match. "They're gorgeous. Phil, I can't possibly –"

"Yes, you can," he cut her off. "Please. I want you to have this. I ran across the set after you showed me your dress, and I knew it would be perfect."

After a tremendous internal struggle, she finally fell to the siren call of the silver and the stones. "It is. It really is." She smiled at him. "Will you help me put it on?"

He complied, quickly fixing the clasp with his deft fingers, and put his hands on her hips as they studied the effect.

He was right. It looked beautiful.

She turned around and smiled at him. "Thank you, Phil."

"You're quite welcome," he said, and they kissed.

They separated, and she started taking off her gloves to be able to put the earrings on. (She also noticed the spark in his eye as he followed the motion of her hands when they pulled at the fingertips. Hmm. Interesting. That was definitely something to file away for later.)

He sat on the bed and watched her fiddle with the backings, a small smile playing over his face.

"God, you know we're going to be the lowest ranked people there," said Melinda.

"Actually, we're not. Jasper Sitwell is coming, too."

"Sitwell? Rosenberg's probie? How did he swing a ticket?"

"I have no idea. But I promised him he could sit with us so that he'd be with people he knew. We should stop by his room on the way down," said Phil.

"Sure, as long as he's done fixing his hair." (Jasper Sitwell sported a ridiculous pompadour of which he was inordinately proud, and had so far proved immune to all the mockery it generated.)

"God, I hope so. The smell of Dapper Dan gives me a headache," said Phil.

….

Dinner and dessert were excellent, as was to be expected. These events at SHIELD followed a set ritual and so next came the toasts. They were legion: drinking to the Heads of State of the countries represented, to the dignitaries here present, and, most importantly, to those fallen in the field. Unfortunately, Sitwell was new to this and didn't know to just touch his lips to the liquid in his glass each time. Melinda caught on, took pity and told him to ease off before he passed out.

He was pretty wobbly by the time Peggy Carter got up to talk.

She looked very good for a woman in her early eighties. Her hair was white, and she walked with a cane (a sword-cane, or so it was rumored), but her eyes were still bright and woe betide the fool who assumed her mind wasn't as sharp as it once was.

She received a standing ovation when she took the podium. She nodded her thanks and motioned for everyone to sit. "Now, now, I haven't even said anything yet..."

She began to speak, her voice clear and her words precise. To be honest, though, Melinda let her attention drift while the former Director talked. (She respected Director Carter, sure, but she left the swooning to Phil.) It was far more interesting to watch the reactions of the crowd at large.

"And so Stark drafted a memo! 'The NSA holds a beauty pageant! We can't allow ourselves to fall behind!' he said. But contrary to the stories they tell at the Academy, I didn't actually shoot him. That time, anyway."

There was uproarious laughter.

There was more than one fanboy in the audience, and it was quite a thing to see grizzled veterans, hard men and women all, grin and tear up at the words of this little old lady who had led them all through so much.

And Melinda's tough, no-nonsense lover?

Phil was absolutely one of them, gazing at Peggy Carter in starry-eyed adoration.

Melinda glanced back at Nick, who seemed to be of her mind.

"Such a dork," he whispered to her, obvious affection underlying his words.

"He's your best friend," she whispered back.

"And you're sleeping with him. What does that say about us?"

Melinda turned a laugh into a discreet cough, and Nick covered his smile with his hand.

Phil didn't even notice.

The speeches did (eventually) end, and it was time for the informal receiving line. With Melinda on one side and Nick on the other, Phil went up to meet one of his childhood heroes.

….

The three of them sat in an alcove outside the ballroom. Phil held his head in his hands.

"It really wasn't that bad," said Nick. He was a much better liar than Melinda.

"I choked," said Phil.

"Yeah, you did." Melinda didn't sugarcoat. "But we were able to cover for you... mostly."

Mostly.

"I can't believe I did that. I wrote out what I was going to say. I memorized it. I practiced it," said Phil.

For weeks, he'd practiced it. Anyone else, she'd tease them a little, but no, not this time. She might actually be licensed to kill, but she still wasn't someone who went around kicking puppies.

A very drunk Jasper Sitwell lurched up. "Oh my God, Coulson..."

Melinda and Nick traded a lightning-fast, silent conversation, and Nick got up to deal with Sitwell. He grabbed the kid by the arm and dragged him off.

"Hey, man, watch the hair!" he cried, as Nick got a little too rough. "What the hell?"

"That business in there, at the reception line?"

Jasper sniggered. "Holy shit, right? That was fucking gold..."

"I've thought about it, and I've decided that if you start spreading that story about Coulson vapor-locking, I'm not going to do anything." Nick Fury glowered and started looming over Sitwell. "I'm just going to hold May's purse while she does whatever she wants to your sorry punk ass."

Jasper abruptly stopped seeing the humor in the situation. He swallowed. "Message received, loud and clear, sir."

"Damn straight. I'm holding you personally responsible if that starts getting around."

"But there's five hundred people here tonight..."

"Not my problem." He glared. "I've got my eyes on you, Probie."

"Right. Got it. Nothing funny about it at all." Sitwell managed not to squeak.

"Now get lost."

Fury didn't have to tell him twice.

….

For the better part of an hour, as they sat outside the ballroom, Melinda was the very soul of patience.

She understood, she truly did. She'd be cringing, too, if she'd forgotten how to speak in front of someone she idolized, but the way to deal with a public humiliation was to stand tall and act like that's what you meant to do all along. She had thought he understood that.

"I just stood there, stammering. I can't believe I did that," he said for the millionth time.

"It happens, Phil. I'm sure it's not the worse she's seen. And Nick jumped in pretty quickly." She didn't lie, and she didn't sugarcoat, but she did try to be as encouraging as possible within those boundaries. It just didn't seem to be working.

"You know, I'm really just not in the mood anymore. I think I'm going to head up to bed."

That was it. She shot him a sour look. "Dammit, Coulson, that's enough. This dress cost me half a paycheck, these shoes cost me the other half, and I don't even want to know what you paid for the jewelry, so get your ass out of that chair and come show me a good time."

He looked up at her, eyebrows raised.

She crossed her arms. "Knock all this garbage off, or I'm going to start thinking you're about to dump me for an octogenarian."

It was a calculated risk (there was every chance he could react badly) but his funk broke. He outright laughed.

"You're right. I'm sorry. Let's go," he said.

She held out her hand and pulled him up. Nick rejoined them.

"She talk you down off the ledge, Cheese, or are we going to have to confiscate your belt and shoelaces?"

"I don't ever want to talk about it again," said Phil.

"It's already forgotten," said Nick. "Come on, let's get something to drink. I'm going to have to go socialize in a minute, and I'll be damned if I do it completely sober."

….

Phil and Melinda danced all night. Everyone they knew opted to be tactful about The Incident and Phil eventually did loosen up again. As the evening started to wind down, they found a quiet table, got a few more drinks, and settled down to watch Fury gladhandle and schmooze with the bigwigs.

"I don't envy him that at all," said Phil.

"No joke. You know what I'd like to run?" said Melinda.

"What?" asked Phil.

"A small team. Forget the bureaucracy and trying to coordinate with people a thousand miles away. Yeah, sure, sometimes you need that, but there've been more than a few times it's done more harm than good."

"God, that would be great. Without having to get approval every time you want to breathe."

And without having to massage the ego of the person whose plans you want to change. Coulson got frustrated with superiors who weren't as smart as he was. He was never so unprofessional as to say so outright, but Melinda could very clearly hear what wasn't being said.

"Here's hoping it's better at Level 7," said Melinda.

"I'll drink to that."

They clinked glasses.

Fury walked over and flopped down in the chair next to Phil. He looked almost like he was in shock.

"Hobnobbing getting you down, Marcus? Come to slum it with the plebs?" teased Phil.

Fury looked at him seriously. "Director Scarponi is going to retire at the end of the year. Gorski is going to succeed him."

"Oh thank God. Somebody sensible for once," said Melinda.

He turned that serious gaze on her. "Gorski wants me for Deputy Director."

His audience was stunned into silence.

"Holy shit!" said Melinda.

"Oh my God! Congratulations!" said Phil.

"No kidding! We've got to celebrate!" said Melinda.

"NO! No. Nothing like that. Not yet. Not until it's official. This is all cocktail-party talk at this point, it could all fall through. And I don't need to tell you two it's a secret."

"Still. A step in the right direction," ventured Phil.

"SHIELD is finally pulling their head out of their ass." Melinda was more forthright.

A contemplative silence fell for a second, broken by Phil.

"You understand I'm never going to salute you, right?"

Nick grinned. "I'd expect nothing less, Cheese."

….

Phil did talk Melinda out of her dress when they got back to the room, and he didn't even have to flatter her to do it. They spent a lovely night and a languorous morning taking full advantage of their weekend off. Melinda reveled in it – room service breakfast-in-bed? Yeah, she could definitely get used to this. At a reasonable hour, she and Phil headed down to the lobby to meet Nick; neither Phil nor Melinda were stationed at SHIELD HQ, so this was the perfect time to do some sightseeing.

"Should we stop and see how the newbie is doing?" asked Melinda.

"I checked on him while you were in the shower. I left him with some water and aspirin," said Phil. "He was looking pretty green, but he'll be all right."

Nick met them at the front desk. "We need to get you some decent pizza while you're here."

Phil gave a small tch of disapproval. "New York pizza."

"Chicago pizza isn't pizza, it's a casserole..." said Nick, picking up the gauntlet for the thousandth iteration of this argument as they handed their keys to the hotel clerk.

Before Phil could reply, the clerk interrupted them. "Mr. Coulson? There's a message for you." He reached to the pigeonhole and handed across a heavy white envelope.

"Thanks," said Phil, surprised. The three of them stepped away from the desk as he opened the envelope and took out a handwritten note.

Dear Agent Coulson,

It was lovely meeting you. I understand from your superiors that you are a very well-regarded agent, from whom great things are expected. I do I regret that we did not have more time to chat during the festivities last night. (Though I must say, entre nous, it's nice to know I can still make a handsome young man stammer and blush.)

I wish you luck in all your future endeavours,

Peggy Carter

Phil pulled a small medallion out of the envelope. His grin grew wider.

"What is it?" asked Melinda.

He held it up and showed it to them. "A challenge coin. One of the ones Director Carter had made up for her retirement ceremony," he said, looking back and forth between the note and the coin with barely-stifled fanboy glee.

"Told you it didn't go that badly, Cheese," said Nick, hiding a smile.

Melinda squeezed his arm. Agent Coulson had a well-deserved reputation as a stone-cold hard-ass; a fair man, but tough as nails and with ice-water in his veins. Phil, on the other hand, was sweet, and funny, and kind, and idealistic. She felt privileged that she got to see this side of him, and really wondered what it would take to get him to show it more often.

"I'm... I'm going to talk to the clerk and have these put in the hotel safe," said Phil.

Oh, of course you are, thought Melinda. She gestured to the sofas in the lobby. "We'll wait over there." She and Nick went and sat down while Phil talked to the front desk staff.

"Wonder who tipped her off," she said casually to Nick.

Nick shrugged. "No idea."

Melinda raised a calculating eyebrow at him.

Nick sighed. "Look, it was either that or having to listen to him mope for the next few months. I just told her she's a heroine of his. The rest of it was her idea."

Melinda rolled her eyes.

Phil joined them after a minute or two. He was still smiling.

"All settled?" asked Melinda.

"We're good to go. Going to put those with my card collection when we get home," said Phil.

"Collection? You've only got two," said Nick.

"I'll get the rest. You'll see."