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whenever i'm alone with you

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Phil Coulson is rarely caught off guard. It’s not in his job description.

When a security agent tells him of an unauthorized person in the main lobby of the tower, he merely pockets his taser, hostlers his gun, and sets calmly off towards the elevators. It’s either a confused tourist, or Loki; but this is a little too overt for Loki’s usual style, so Phil thinks tourist. It’s happened before. One time, Rogers brought a whole group of them back, because he liked having a group of friends. They reminded him of his team from the war, he said.

They had to have a talk about that, and overall security precautions, after that.

So this little event on a Wednesday afternoon is nothing to Phil. He’s a little pleased, actually; Stark’s at a board meeting that Pepper had to drag him to by the ear, Natasha and Clint are undercover on a recon mission, Bruce is in the lab, and he imagines Thor and Rogers are playing Celine Dion CDs in their rooms, pining for their girlfriends. It’s a slow day, and slow days always worry him the most. This, at least, is a break in the monotony.

But, when he steps out of the elevator and sees Darcy Lewis, bags and all, he’s a little flummoxed, to be honest.

“What are you doing here?” he asks flatly.

Darcy, eyebrows raised, tosses her hair back from her shoulders and sets her bags down. “Well, if it isn’t iPod-snatcher.”

“A pleasure, Ms. Lewis. What are you doing here?” he repeats.

She smiles, a wry twist of her mouth. “Didn’t you get Jane’s email?”

“Apparently not.”

“I’m here for Thor,” she says, adjusting her glasses on her nose. The frames are starkly black against her pale skin.

“Dr. Foster knows she can’t see Thor,” Phil says, eyes flickering to the security cameras. The last thing he needs is another one of Thor's moments when he drowns his sorrows in coffee and breaks expensive things.

“Oh, she knows. Not cool, by the way,” she mutters, digging in her jacket pockets. “But she wants to make sure someone’s looking out for his best interests. And for some reason, she doesn’t trust you guys to do that.”

“You cannot stay here,” he says flatly.

She pulls a letter from her jacket pocket. “I thought you might say that. Here. From the bossman himself.”

He walks forward and takes the letter from her hand. It’s on S.H.I.E.L.D. letterhead, with Nick Fury’s signature. It’s a memo. Phil hates the memos sometimes.

“You have no real qualifications to be here,” he says after a moment, creasing the memo into a crisp trifold.

“And yet,” she says, sliding the strap of her duffle bag over her shoulder. “So, where’s my room?”

Phil Coulson doesn’t like quiet days.


“Darcy Lewis!”

Phil stares off to the side as Thor, flannel and all, sweeps Darcy up into a large hug. The woman’s feet come off the dark granite floors. Behind Phil, his agents chuckle.

Phil is not so amused.

“Hey there, buddy—squeezing a little hard,” Darcy chokes out, laughing a bit

Thor, grinning in a wide sort of way Phil hasn’t ever seen, sets her down. His large hands cover her shoulders. “I am very glad to see you, friend,” he says earnestly.

Darcy pats his hands with hers, a little red in the face. “It’s good to see you too. I’m sticking around for a while, don’t worry.”

“A while?” Phil mutters.

She glances at him, amusement lining the curves of her face. “Yeah A while.”

“It is good you are here. The coffee is terrible,” Thor says, grasping her bags with little effort. He is a gentleman, after all.

Phil, who makes the coffee most of the time, tries not to take it personally.

“And, you can meet Steven!” Thor exclaims as they walk down the brightly-lit halls towards Darcy’s room. Phil’s had to put her with Natasha for now, as they are the only women living in Headquarters. Fury had a room already assigned to her; how this didn’t reach Phil’s desk, he’s not sure. “Steven will enjoy your sense of wit. Perhaps you can also introduce him to Facebook!”

It’s going to be a long while, Phil thinks as they turn the corner towards the women’s wing.

Darcy glances back at him for a moment, mouth twisting up.

Phil grits his teeth and wishes he could realistically get away with wearing his sunglasses inside.

A very long while.


It’s only been three days, and Phil is nearing his wits end.

“We don’t have anything for her to do,” he says to Fury after a team meeting in which Stark decided to show Darcy all of his iPod-adaptable toys, and Thor nearly burst into Nordic odes over the coffee.

Fury manages a pretty decent side-eye, even with just the one, his mouth thin and his jaw tight. They stand cloistered in the corner of the corridor, surrounded by soundproof steel and millions of dollars in security. “Then find her something to do, Coulson.”

“It isn’t quite that simple. She’s a poli-sci major—“

“Who helped rebuild an energy bridge to another dimension and has graduated college with top honors and offers from a few other government agencies,” Fury cuts in. “I didn’t just bring her here to soothe the Nordic beast.”

“I didn’t think you did, sir,” Phil says through his teeth. He knows about Darcy’s background, her penchant for history and policy and politics; he doesn’t like it here though, on his turf. “But—“

“Put her on recon. Get Natasha to toughen her up a bit. She’ll be useful,” Fury says flatly. “Besides, she makes the best damn coffee we’ve ever had in the building. And she calls me boss. I like it.”

“Of course you do,” Phil mutters as Fury stalks down the hall, shoving his hands in his pockets.


“Good morning, Phil Son of Coul, lord of all iPod thieves,” Darcy says as she shuffles into the cafeteria, adjusting her glasses on her nose.

Phil sits at his usual table in the cafeteria (there’s no other way to describe it, it’s a cafeteria; metal tables, fluorescent lights, the works), a steaming cup of coffee in front of him. He tries not to let the nickname phase him. Darcy has called him that since the third morning, and then Thor heard it, and then Clint heard it, and, well, now there’s no stopping it.

He keeps his taser handy, in any case.

“Ms. Lewis,” he says evenly, staring at the open files before him.

It’s hers; he’s taken to reading it every so often, to try and understand the person on paper as compared to the person he sees day in and day out. It’s not easy, but it doesn’t give him a headache like the rest of the team does. So, he keeps at it. It’s been a month and she’s settling in well enough – she’s been doing research for the missions abroad, and Natasha has her in daily training sessions, when she’s not off Black Widow-ing for S.H.I.E.L.D. The agents like her, and the Avengers, well—she’s charmed all of them. Thor especially is in a better mood since her arrival. Her presence still grates at Phil, a variable he can’t account for.

He finds himself thinking of her, even when she’s not around. It bothers him.

Phil doesn’t like to be bothered.

“I didn’t really steal it, you know,” he says after a moment.

She snorts, pulling her hair back into a low messy knot at her neck as she approaches the counter. Her hands immediately reach for the coffeemaker. “That’s so not how to play this off, man.”

“Steal a girl’s iPod once, and she never lets you forget it,” he mutters into his mug.

“When mysterious government agencies swipe your stuff, you expect not to get it back,” she retorts.

He watches her out of the corner of his eye. Her movements at the coffeemaker are easy and practiced. Stark has supplied them with top-notch kitchen equipment, almost militarized in complication, and yet this slip of a woman operated all of it with ease.

“We gave it back,” he says finally.

She leans back against the steel counters, a mug between her palms. “Yeah, and Harold’s never been the same,” she retorts, her fingers playing at the handle of the standard-issue black porcelain mug. “Besides, how do I know you didn’t implant some sort of spying device in there?”

“You don’t,” he says curtly, rising from his chair and gathering his paperwork.

He’s halfway out of the cafeteria when her voice stops him.

“You listened to a few of my playlists,” she says, voice soft and steady in the cool air. “There’s a way to track that, you know. I noticed.”

His fingers curl tightly against the manila folder, arms tense at his sides. “What makes you think it was me?” he asks at last.

He hears her sigh, thinks he can see her smile, even with his back turned. “Wishful thinking, maybe?”

Wetting his lips, he waits just a beat before he walks out. The burn of her gaze lingers on his back, long after he’s back safely in his office.


Darcy’s right, though.

He did listen to her playlists. He likes the playlist for every season, every type of weather, the days of the week. Her taste is music is pretty good, if a little modern for his taste in some cases. Sometimes, a song from one of them will get caught in his head, curling in his ear on repeat, and it takes a vicious workout with one of the other agents to push it out.

It’s always after he’s seen her. Sometimes, she’s working out with Natasha; other times, she’s in the research computer wing with Steve, educating him on the modern world as she puts together workups on cities and countries the team will be sent to next. Once, he passes by a training room and catches a glimpse of her with her iPod in her hand and her earbuds in, eyes shut and dancing around like a maniac. It’s the youngest he’s ever seen her, her thick hair flying about her face, curls sticking to the line of her throat. He pauses for just a beat in his even pace to watch her unencumbered.

He doesn’t like what this all means.


Phil can’t sleep.

Clint is recuperating from a nasty injury whilst abroad in Central Asia on a mission with Stark. It’s left the team a little shaken. Thor takes the still moment to get in touch with Jane, and Bruce is busy in the lab, working out his frustrations in a non-hulking manner. Natasha hasn’t left Clint’s side for a moment. Steve is taking his own frustrations out on a punching bag in one of the training rooms.

Phil sees all of this as he prowls the halls, too wired to shut his eyes. He can’t help but be amazed at how these special men and women have come together to form friendships, or sometimes something more. The Phil from just two years ago would have cracked down on too-close relations. Now, Phil just lets Fury shake his head and send out a memo.

He’s gotten soft, and he doesn’t know what that means either.

He winds his way to the cafeteria finally. Usually, he doesn’t eat or drink anything past ten in the evening, but tonight, he’ll make an exception.

“Holy shit, you’re not wearing a suit,” Darcy says as he walks in.

Stopping in the doorway, he glances her over. She sits at her usual table, her iPod resting on the table next to a half-empty pint of Ben & Jerry’s Cherry Garcia. Only the inset lights are on, swathing the room in a cool bluish-white glow. She is very pale, circles edging under her eyes. Her hair is up at the nape of her neck, a messy sort of bun.

“I don’t sleep in them, Ms. Lewis,” he says after a beat, tucking his hands into his jeans pockets as he walks past her towards the refrigerator.

“Could’ve fooled me, Phil,” she says, voice brittle.

He forgoes the last chocolate cupcake (left over from Bruce’s birthday party a few days ago), and turns around. “Is something wrong?” he asks at last, giving into the weird pit of warmth in his gut.

She looks over at him, dragging her spoon through her cardboard pint. She’s still in her black sundress from earlier, when Clint hadn’t almost bled to death and she was joking with Thor about taking him to Chelsea Market and drinking all the coffee and eating all the pastries there. Phil misses her flannel pajamas he sometimes gets a glimpse of; it would make this night less fraught, he thinks.

“You don’t ever think these guys can really die, you know?” she says at last, her teeth digging into her bottom lip. His fingers jerk against his palms. “It’s… well, it’s scary.”

“They’re human. Well, most of them,” he amends, walking towards her. “Thor, he’ll almost always be fine. Unless Loki gets involved, but he’s behaving right now, so.”

Darcy leans back in her chair, resting her hands on her stomach. Her fingers pluck at the thin fabric. It rucks the fabric near her knees, up her thighs. He stops just short of her chair, leaning his hip against the edge of the table. He casts a shadow along the line of her face. “It just makes a person think,” she murmurs.

“Reconsidering your tenure here, Darcy?” he asks dryly.

Her eyes narrow, and she rises to face him at a nearly equal height. She’s not wearing her glasses tonight; it’s unnerving how much older she looks in the dim light, loose strands of hair settling at her throat. She is very close to him now, her hip brushing his, her knuckles grazing his fingers. “You won’t get rid of me that easily, Phil,” she says tartly. “I’m here for the long haul.”

The air thickens between them. Suddenly Phil is very aware of how tight the collar of his t-shirt feels at his neck and the warmth rising from his skin. His gaze drifts to the scoop of her neckline just for a moment. “I figured as much, after you convinced Fury to have a Halloween party.”

She smiles sharply, tilting her head to one side. “Boss is a softie at heart. As I think you might be, Phil Son of Coul.”

“Please stop calling me that,” he says on instinct, his body turning towards hers.

“I really think I won’t. Unless you can make me,” she says lightly.

Swallowing hard, he watches as she picks up her iPod with light fingers. “I’ve added a few new playlists, you know,” she says after a moment.

“Oh yeah?”

“Yeah,” she says with a smile, her thumb running across the surface of the iPod as she meets his eyes. “One for each of the Avengers. Natasha’s has a lot of Florence Welch and the Ting Tings, for one.”

“They must enjoy that,” he says quietly, his fingers uncurling from their fists.

“You have one too, Phil,” she says softly, wetting her lips.

“Do I?” he asks, a little dumbfounded. There’s a weird sort of tingle in his nerves, his mouth dry.

Rolling her eyes, she sets the iPod down and reaches up to curl her fingers in the thin cotton of his t-shirt. “You’re not the sharpest tool in the shed, are you?” she murmurs before she rises up and kisses him. Her mouth is open and warm on his. She tastes like chocolate and cherries and the lingering remainders of the wine she’d had with dinner.

(HQ is supposed to be dry. Apparently, Fury has bent on that little rule as well.)

Phil slides his palms along the dip of her waist and the curve of her hip. For once, he operates on pure instinct as he nudges her back against the table. She is soft and willing and insistent under him, with her fingers at the line of his jaw and the press of her hips to his. He keeps his eyes open just long enough to lift her up onto the table.

She laughs into his mouth, her fingers trailing along the line of his chest. “Cold, cold, cold,” she mumbles against his mouth. The hem of her skirt has ridden up, her bare thighs pressed to the metal table.

“Sorry,” he mutters. “Blame Stark.”

“Is that your motto?” she teases as her legs part and she presses the insides of her knees to his hips.

His hands find their way to the straps of her dress, fingers tugging them down over the pale expanse of her shoulder. “Pretty much. I’m thinking of emblazing it on the front of the building.”

“First of all, that’s not very incognito of you,” she says through a little gasp as his mouth traces a trail along the line of her throat towards her collarbone. “Secondly, he pays for everything.”

“It would be so worth it, though,” he murmurs with a smile against her soft skin.

Her fingers bite into his hips, working at the zipper of his jeans. “Ooh, yep. I’ve decided that late-night Phil is my favorite of all the Coulsons,” she says with a laugh. It reverberates in the air, sending a thick spark through his limbs.

One of his hands curves to her breast through the lines of her dress, thumbing at her nipple. He settles the other at her thigh, moving with the same persistence he shows in all his work. He likes his, the give of her skin and the curl of her mouth against his brow. “You have different Phils?” he asks, amused.

She sighs as his hand disappears under her skirt, fingers pressing between her legs. “Sure. Grumpy Morning Phil, Grumpy Meeting Phil, Grumpy Training Phil—“

“Are all of these Phils grumpy? Do they have playlists too?” he asks, raising his face to hers as his fingers slide against her, rubbing the warm wet through the cotton of her panties.

She bites her bottom lip, skin flushed and pink in the faint cool light. Her hips roll into his as her hands fall from his hips to the table, bracing her weight as she leans back. “Nope. Just the one,” she murmurs. Her mouth is wet and her eyelids are heavy and he’s half-hard just watching her and god he can’t remember the last time he’s had a moment just for this, for someone else without there being the imminent threat of death and destruction.

He pushes her underwear aside and slides a finger into her slick heat, his thumb angling for her clit. Her body shudders against his, her thighs tightening at his hips. He leans in to catch her mouth with his, and damn if this hasn’t been the best use of the cafeteria since HQ was christened.

“How long have you wanted to do this?” she whispers against his mouth, moaning faintly as he slides a second finger into her. “Because I’m shocked it took you this long.”

“There’s a fraternizing rule,” he mutters, biting at her mouth.

“Oh that’s just hilarious. You know what Natasha and Clint do in the training rooms sometimes, right?” she says with a hoarse laugh.

“Don’t tell me,” he orders, sliding his free hand up to the nape of her neck. His fingers twist in her loose bun, tugging until the sweet-smelling waves of her hair fall across her bare shoulders, curling at the ends. “I don’t want to know.”

“It’s everyone’s little secret,” she teases, her skin slick under his touch. “This though? This is just ours.”

“Oh god yes,” he says, his mouth at her throat. He can taste the salt of her sweat, the smell of her peony-scented body wash lingering in his nose. He licks at the line of her throat. “Thor would break me in half.”

“Let that be a warning to you,” she says, voice pitching upwards. “I’ve got friends in high places.”

Grinning against her skin, he flicks his thumb against her clit and presses just so, and she sighs as she comes, sharp bursts of breath and quiet moans against his ear. She is deliciously slick on his fingers, soft and open and spread open on the table. Her hands come to his jeans and pull down as she breathes through the last of her shudders, leaning up to kiss him.

“Your turn, Phil,” she murmurs into his open mouth as her fingers press into his boxers and touch him.

When he comes, Phil thinks he can hear music.


The next day, when he goes back to his rooms after a long day of meetings and being on the receiving end of Fury’s specialized side-eye, he finds his personal iPod laying out on his bed, set to a new playlist. It’s his, by Darcy – at least that’s what the title says.

Somewhere between Secret Agent Man and I Always Feel Like Somebody’s Watching Me, he can’t stop smiling.